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November 28, 2018

Mr. Craig Cheek

Portland Diamond Project LLC
4375 South Shore Boulevard
Lake Oswego, Oregon 97035

RE: Letter of Intent ?Master Development Agreement/Ground Leases
Terminal 2, Portland, Oregon

Dear Craig:

The Port is pleased to submit this counter proposal letter of intent (this to Portland Diamond
Project, LLC in conjunction with Crow Company (as its co master developer),
to enter into a Master Development Agreement (the with PDP governing the take down
by PDP of one or more Ground Leases for a portion of 45.5 acres of land and additional overwater
structures commonly known as Terminal 2 in Portland, Oregon (the ?Property?).

The Port understands proposed use of the Property includes construction and operation of
a Major League Baseball stadium (the ?Stadium?) and certain associated parking,
infrastructure, and ancillary uses that accompany the Stadium, including large open spaces and
gathering places that will be open to the public, and signi?cant new infrastructure that will be
developed by either PDP or the City of Portland (the ?City?), and ultimately dedicated to the City.
In addition, the Port appreciates that PDP intends to develop a new, vibrant, mixed-use district,
anchored by the Stadium, which includes of?ce, entertainment, retail, housing, and parks, and is
supportive of the City?s guiding principles of prosperity, health, equity and resilience. The Port is
excited to work with PDP in connection with exploring the use of the Property for vision
of bringing baseball to Portland.

Given the current use of the Property, its comprehensive plan designation and zoning, its location
within the Guild?s Lake Plan District, the existence of the Prime Industrial Overlay, and the
transportation and infrastructure challenges of the project, obtaining the needed approvals will be
a signi?cant undertaking. The Port envisions the transaction involving four phases (which overlap
to some degree) as follows:

0 Due Diligence Period. During the Due Diligence Period, as de?ned below, the parties
will conduct their due diligence as to the feasibility of the project on the Property and work
together to establish a viable strategy for obtaining the required agency approvals and
proceeding with the MDA negotiations described below.
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Mr. Craig Cheek
November 28, 2018
Page 2 of 9

Exclusivity Period. Upon completion of the Due Diligence Period and a mutual
determination to begin MDA negotiations, the Port will grant PDP longer term exclusive
rights to negotiate for use of a mutually agreed upon portion of the Property (the
?Premises") in exchange for payment of a fee (the ?Exclusivity Period?). During the
Exclusivity Period, PDP and the Port will negotiate the terms of the MDA and any
associated agreements; ?nalize and implement a mutually acceptable strategy for
obtaining the required agency approvals; and negotiate terms relating to infrastructure
design, timing, and funding with each other, the City, and other agencies.

0 Master Development Agreement. If mutually agreed to, the parties will enter into an
MDA, which will provide for an option payment to the Port Option Fee?), provide
PDP with options to lease portions of the Premises, and allow PDP to take down one or
more ground leases during the term of the MDA subject to certain conditions. The MDA
will incorporate termination rights for each party if threshold tasks are not completed
within agreed upon time frames, the forms of potential future ground leases, and other
agreements necessary or bene?cial to the of the MDA.

- Ground Leases. Once the threshold tasks are completed, PDP will have the right to take
down the initial ground lease for either the Stadium and associated common areas and
infrastructure or such other use as approved by the Port subject to criteria to be set forth in
the MDA (the ?Initial Ground Lease"). In addition to the Initial Ground Lease, the MDA
shall provide PDP with long term option rights to take down one or more additional ground
leases of the Premises (each an ?Additional Ground Lease" and together with the Initial
Ground Lease, the ?Ground Leases").

The terms and conditions organized by phase are described below:

General Information
Master Developer Portland Diamond Project LLC, or its approved assignees
Ground Lessor Port of Portland

Property Approximately 45.5 acres of land commonly known as Terminal 2, in
Portland, Oregon, together with overwater structures as depicted on the
attached Exhibit A.

Premises At a minimum, the Premises will be sufficient in size to accommodate a
Stadium and certain associated parking, infrastructure, and ancillary uses that
accompany the Stadium. The size, location, and con?guration of the
Premises will be preliminarily determined during the Due Diligence Period
and further detailed during the MDA negotiations described below. PDP
understands and acknowledges that the Port does not own the property lying
below ordinary high water ot'the Willamette River, and that the Port?s ability
to lease or grant exclusive rights to use any overwater structure (including
without limitation the dock) are constrained and limited to the requirements
and regulations of the Oregon Department of State Lands.

CONFIDENTIAL
I 579.5

Mr. Craig Cheek
November 28, 2018
Page 3 of 9

Agency

No Association or
Joint Venture
Established

Non binding

Fees Expenses

Equity Goals

Due Diligence
Period

1 579.5

In addition, the Port reserves the right to elect to retain a to be determined
portion of the Property for its own separate development (the ?Port
Premises"). The size and location of the Port Premises, if any, and uses
allowed thereon will be preliminarily determined during the Due Diligence
Period and further detailed in the MDA. The Port?s development of the Port
Premises will compliment development of a Stadium and the
remainder of the Property. In the event the Port elects to retain the Port
Premises, the Port shall be responsible for its prorata share of infrastructure
related to the Port Premises.

PDP is represented by Kevin Vandenbrink of Macadam Forbes. Upon the
take down of the Initial Ground Lease, the Port shall pay a commission to
Macadam Forbes in accordance with the Port Commission Policy No. 6.1.5.

Neither the MDA nor any Ground Lease is intended to make the Port a
stockholder in a joint company, corporation or any other association
whatsoever, or to create the relationship of principal and agent, partners, joint
venturers, or any other similar such relationship, between the parties.

Neither party shall be bound by the provisions of this LOI on any legal theory
or basis whatsoever, except with regard to negotiations during the Due
Diligence and Exclusivity Periods, obligation to pay the Exclusivity
Fee on the terms and conditions set forth below, and the Con?dentiality
provisions as expressly provided below. Otherwise, the parties shall be
bound only upon execution of a de?nitive MDA, which execution shall be in
each party?s sole discretion and, for the Port, subject to the approval of the
Port of Portland Commission. The transaction documents will contain
additional and more detailed terms.

Except as otherwise expressly provided below, each party will pay its own
legal, lending, and other fees and expenses, including customary closing
costs, incurred in connection with the negotiations, documentation and
closing of this transaction.

PDP acknowledges that the Port has adopted diversity, equity, and inclusions
goals Goals?) that inform the Port Commission?s consideration of any
proposed development. PDP will work in good faith with the Port to ensure
that commercially reasonable DEI Goals consistent with the City?s guiding
principles of prosperity, health, equity and resilience, are incorporated into
the MDA and proposed development and understands that the degree to
which such DEI Goals are furthered by the proposed development may
impact the likelihood of Port Commission approval.

Due Diligence Period

The parties shall have one hundred eighty (180) days after this L01 has been
executed by both parties (the ?Due Diligence Period?) to conduct inspections
of the Property (in the case of PDP) and to complete whatever other due
diligence and feasibility analyses each deems necessary, in each party?s

CONFIDENTIAL

Mr. Craig Cheek
November 28, 2018
Page 4 of9

Due Diligence
Permit

PDP Deliverables

Con?dentiality



discretion. The parties will work together during the Due Diligence Period
to establish a viable strategy for achieving their mutual objectives for
development of the Property that will serve as the basis for the MDA
negotiations. During the Due Diligence Period, the parties shall provide each
other with documentation and information relevant to the proposed
development of the Property as set forth in the Permit and Right of Entry in
the form attached hereto as Exhibit (the The documentation
and information provided by PDP to the Port shall, at a minimum, include the
PDP Deliverables set forth below. Each party understands and agrees than
any studies, information, or other documentation provided shall be provided
without any warranty, representation. or other assurance as to their accuracy
or completeness, and that the only representations or warranties shall be those
expressly included in the MDA. Following completion of the Due Diligence
Period, the parties may, each in its sole discretion, enter into the Exclusivity
Period and the MDA negotiations as defined below. The Due Diligence
Period may be terminated early by mutual agreement of the parties. PDP
and the Port shall each provide the other with copies of any due diligence
studies or reports it prepares or has others prepare during the Due Diligence
Period with regards to the Property.

In conjunction with its performance of due diligence related to the project
and access to the Property for such purposes, PDP and the Port will execute
the PROE. which may be extended to include the Exclusivity Period.

The Port and PDP are parties to that certain Mutual Nondisclosure
Agreement. effective as of May 25, 2018 (the The following
categories of materials and infomiation shall be disclosed by PDP and/or
obtained by the P011 in conjunction with the Port?s due diligence of 
proposal (collectively the Deliverables") and shall be subject to the
NDA:

0 Concept plans and layouts for the Stadium, proposed size and location
of the Premises desired by PDP, and, to the extent available. the
needed transportation facilities.

0 Proposed phasing and timing of take downs of the Initial Ground
Lease and any Additional Ground Leasc(s).

0 Financial information of PDP, including ownership structure, in
sufficient detail to enable Port to determine financial ability to
execute the project.

0 The intended amendments (or options currently under consideration)
to the land use regulation(s) affecting the Premises, the schedule for
securing the amendments, and how PDP intends to proceed in light of
the uncertainties associated with the amendments and their timing.

While recognizing that the Port must respond to public records requests to
the extent required by law, the parties intend that this LOI and any

CONFIDENTIAL

Mr. Craig Cheek
November 28, 2018
Page 5 of 9

Exclusive
Negotiations
during Due
Diligence

Exclusivity Period

Exclusivity Fee



information and discussions associated with it be kept con?dential pursuant
to the terms and conditions of the NDA. The provisions of the NDA shall be
binding on both parties, notwithstanding the otherwise non-binding nature of
this LOI.

Except for existing leases of the Property (including existing extension
options, as applicable) or new short term leases, berth use agreements, and
permits that will not unreasonably interfere or con?ict with the conduct of
due diligence by PDP or the ultimate development of the Premises pursuant
to the MDA, the Port shall not sell or market to or negotiate with any other
party for the lease or purchase of the Premises during the Due Diligence
Period. This provision shall be binding on the Port, notwithstanding the
otherwise non-binding nature of this LOI.

Exclusivity Period

A period of up to (2) calendar years, which shall commence immediately
following the expiration of the Due Diligence Period or such earlier time as
mutually agreed (the ?Exclusivity Period?). The Exclusivity Period shall not
commence unless prior to the expiration of the Due Diligence Period, PDP
and the Port mutually elect in writing to proceed with the project, and PDP
timely rcmits the initial installment of the Exclusivity Fee (as de?ned below)
to the Port. Thereafter, the Exclusivity Period shall continue on a quarterly
basis for up to a maximum of eight (8) calendar quarters unless earlier
terminated as provided herein. The Exclusivity Period shall terminate on the
earliest to occur of the following: the expiration of the first calendar year
of the Exclusivity Period, unless extended by mutual agreement of the
parties; upon the expiration of the then current quarterly term and 
failure to timely pay any installment of the Exclusivity Fee to the Port; (0) as
of the effective date of the the expiration of two (2) calendar years;
or as otherwise mutually agreed by the parties.

In consideration for the Exclusivity Period, PDP will pay to the Port a fee
(the ?Exclusivity Fee?) as follows:

First Quarter: $375,000.00
Second Quarter: $125,000.00
Third Quarter: $125,000.00
Fourth Quarter: 125,000.00
Fi?h Quarter: $187,500.00
Sixth Quarter: $187,500.00
Seventh Quarter: $187,500.00
Eighth Quarter: $187,500.00

CONFIDENTIAL

Mr. Craig Cheek
November 28, 2018
Page 6 of 9

Exclusivity Period
Agreement

PDP shall pay the First Quarter Exclusivity Fee to the Port at commencement
of the Exclusivity Period, and shall pay subsequent quarterly installments of
the Exclusivity Fee on the ?rst day of each quarter therea?er. The
Exclusivity Fee is nonrefundable to PDP and non-applicable to any ground
rent under future Ground Leases. If the parties elect to enter into the
Exclusivity Period, this provision shall be binding on PDP and the Port,
notwithstanding the otherwise non-binding nature of this LOI.

If desired by either party, the parties will negotiate a formal recordable
agreement describing the rights and obligations running with the Premises
during the Exclusivity Period.

MDA Negotiations The parties will work together during this period to ?nalize the strategy for

Exclusive
Negotiations
during the
Exclusivity Period

MDA Term

Initial Ground
Lease Take Down
Deadline

MDA Option Fee



obtaining a land use determination consistent with the intended uses as stated
above. The Port shall reasonably cooperate with and support PDP in
conjunction with execution of the land use strategy, provided PDP shall be
primarily responsible for its implementation. In addition, the parties will
negotiate the terms of a mutually agreeable MDA. however, the Port?s
obligation to enter into an MDA shall be contingent upon Port Commission
approval, which shall be at its discretion.

Except for existing leases of the Premises (including existing extension
options, as applicable) or new short-term leases, berth use agreements, and
permits that will not unreasonably interfere or con?ict with the ultimate
development of the Premises pursuant to the MDA, the Port shall not sell or
market to or negotiate with any other party for the lease or purchase of the
Premises during the Exclusivity Period. During the Exclusivity Period, PDP
shall not market or negotiate with any other party or otherwise attempt to
acquire or pursue any other property for the development of a Stadium in the
Portland metro area. If the parties elect to enter into the Exclusivity Period,
this provision shall be binding on PDP and the Port, notwithstanding the
otherwise non-binding nature of this 

MDA

Up to 12 years, commencing upon execution of the MDA. Each party shall
have the right to terminate the MDA upon advance notice and the meeting of
other conditions to be negotiated in the MDA.

If PDP has not taken down the Initial Ground Lease by December 31, 2023,
the Port shall have the right to terminate the MDA.

In consideration for the option rights to be granted to PDP under the MDA,
PDP will pay to the Port an annual fee of $900,000 (NINE HUNDRED
THOUSAND DOLLARS AND NO CENTS) on the effective date of the
MDA and thereafter each year on the anniversary date of the effective date
of the MDA during its term. This fee is nonrefundable to PDP, except in the
case of a Port default, and non-applicable to any ground rent under future

CONFIDENTIAL

Mr. Craig Cheek
November 28, 2018
Page 7 of9

Premises
Maintenance

Property Taxes on
Unleased
Properties

Parcel Formation

Title

Agency Approvals

Port C00pcration

Binding
Approvals

Lle and Other
Assessments

1 579.5

Ground Leases. The fee shall be subject to escalation at a rate of 3% per year,
and subject to proportional reduction as each Ground Lease is taken down on
portions ofthe Premises.

The unleased portions of the Premises shall be maintained by the Port.

The parties shall endeavor to structure the transaction in such a way as to
prevent the properties not yet taken down under a Ground Lease from being
subjected to real estate taxes. If. however, they become subject to real estate
taxes. despite the good faith efforts of the parties to structure the transaction
in a manner to prevent it, such real estate taxes shall be paid by PDP.

The MDA shall establish criteria for the characteristics of an acceptable lot
to be taken down under a Ground Lease consistent with City imposed
development criteria. These criteria shall be intended to ensure that all
remaining land held by the Port and not yet subject to a Ground Lease shall
be developable does not take them down in the future.

The MDA shall include a list of the permitted encumbrances. Neither party
shall allow additional encumbrances, except as allowed by the MDA.

PDP shall pursue the required approvals for the project with diligence and
shall coordinate with the Port in connection with any communications to the
City related to the development of the Property. The consulting team
currently employed by PDP includes:

0 Trammell Crow Company Co Master Developer with PDP
0 TVA Architecture Master PlanningDesign

- Populous Architecture Stadium Design

- Radler, White (Christe White) Land Use Counsel

0 Brava Point, LLC (Martha Pelligrino)

Subject to coordination with the Port as required, the Port shall
reasonably cooperate and assist with efforts by PDP to obtain the required
agency approvals without charge to PDP for the time of Port staff. Third
party costs reasonably incurred by the Port and previously approved by PDP
will be reimbursed by PDP.

No legislative changes or land use approvals shall be proposed to the City or
become binding on the Premises without the consent of the Port, which shall
not be unreasonably withheld. PDP shall coordinate with the P011 in
connection with making any proposals to the City regarding the development
of the Property.

No LID or similar assessment shall be proposed to the City that has not been
first approved by the Port. The Port may condition its approval for any LID
or other similar assessment affecting any portion of the Property on the

CONFIDENTIAL

Mr. Craig Cheek

November 28, 2018

Page 8 of9

Initial Ground
Lease

Other Ground
Leases

Dedication of
Transportation
Facilities, Parks,
and Utility
Corridors

Ground Lease
Forms

Ground Lease
Term

Rent Payments

Security Deposit

Guarantee

Development
Standards/

579.5

receipt of adequate value by the Port for same, as determined by the Port in
its reasonable discretion.

Ground Leases

Unless otherwise agreed by the parties, subject to conditions to be set forth
in the MDA, the Initial Ground Lease shall be the ground lease for the portion
of the Premises required to construct the Stadium, which may include certain
associated parking areas and public spaces.

PDP shall not have the right to take down any other Ground Lease until it has
first taken down the Initial Ground Lease and begun construction or provided
other assurances, acceptable to the Port, in the Port?s sole discretion, that the
construction will commence by a date certain.

In association with any Ground Lease, the Port shall dedicate any areas
owned by the Port and designated in a mutually agreed to plan for public
roadways, transportation facilities, parks, and public utility corridors serving
the area of the Ground Lease to the City or other appropriate agency, provided
that any areas so dedicated shall be factored into the Ground Lease payments
described below, and shall not unreasonably interfere with the development
potential of any portions of the Property not yet taken down under a Ground
Lease.

There will be two forms of Ground Lease, one for the Initial Ground Lease,
and one for the Additional Ground Lease(s). The Ground Lease forms shall
be as negotiated and attached to the MDA.

The Ground Leases will have an initial term of (55) years and
Lessee will have three options to extend the term of the Ground Leases for
ten (10) years each.

The Ground Leases will be structured with annual rent payments. Rent
payments shall commence at the beginning of the month following
substantial completion of Lessee?s building on the Ground Lease premises.
A mechanism for setting the initial year of rent payments for a Ground Lease
and subsequent increases shall be negotiated during the Due Diligence Period
taking into account the negotiated market value of the property and the
negotiated market rate for ground lease payments based upon such value.

A Security Deposit equal to one year?s worth of property taxes shall be posted
at the take down and maintained during the term of each Ground Lease in the
form of cash or other acceptable security.

The Port shall review ?nancial information and ownership structure
during the Due Diligence Period, and the parties shall negotiate what, if any,
guarantee, or other ?nancial assurance, will be required in connection with
the take down of the Initial Ground Lease.

All improvements on the Premises shall be constructed and operated in
compliance with all federal, state and City requirements applicable to the

CONFIDENTIAL

Mr. Craig Cheek
November 28, 2018
Page 9 of 9

Development
Responsibility

Leased ?As Is?

Taxes

Title to Premises

Take Down

579.5

proposed use ofthe Premises. PDP shall be responsible for all improvements,
required permits, and development, occupancy and use fees and charges for
development and use of the Premises and for meeting all applicable zoning
and development requirements. The Port shall have the right to approve of
the proposed development prior to Ground Lease take down based upon
criteria to be negotiated in the MDA.

The Premises will be leased ?As 15? with no Port representations,
indemnification or warranties regarding the condition of the Premises,
including, without limitation, the environmental or natural resources
condition of the Premises, the suitability of the Premises for Lessee?s
intended uses, or the availability of utilities, rail, or road access needed for
Lessee?s intended purposes. Notwithstanding the foregoing, subject to the
limitations of the Oregon Tort Claims Act, the MDA shall provide that the
Port will indemnify the PDP for any environmental costs related to the
existing Portland Harbor Superfund contamination, including natural
resource damage, except: to the extent caused or exacerbated by PDP, its
sublessees, or its representatives; or if PDP (or its assignee) is otherwise
independently identified as a potentially responsible party for such
contamination.

Lessee shall pay any and all real property taxes which accrue on the Premises
after the execution of the MDA. Lessee shall perform its own due diligence
review of tax matters through the of?ce of the Multnomah County Assessor,
and its own legal counsel and consultants on matters of taxation.

The Premises will be subject to easements, encumbrances, and other title
exceptions typically identified in a preliminary title report at the
commencement of the MDA. The Port will cause Chicago Title Insurance
Company of Oregon to prepare a preliminary title report for delivery to
Lessee. Lessee shall be responsible for confirming that the condition of title
is satisfactory for Lessee?s intended purpose and for determining and
verifying the existence of any improvements and encumbrances on the
Premises.

Take down of each Ground Lease shall occur as provided in the MDA. The
Port shall pay the premium for standard title insurance coverage in the
manner set forth in the MDA and half of the escrow costs. The Port will also
cooperate with PDP to enable PDP to obtain an extended coverage title
policy, but all excess premiums for such policy shall be borne by PDP.



Mr. Craig Cheek
November 28. 2018
Page 10 of")

lf the terms of this letter are acceptable to you. please sign this letter below and return to us by 5:00
pm. November 27. 2018. and we will begin coordination with your transaction and property teams.
lfthis letter is not agreed and accepted by that date. it shall automatically expire.

Sincerely. AGREED ACCEPTED:

For a

By:

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EXHIBIT 

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Port OI Portland Perrmt Number. 
PERMIT AND RIGHT OF ENTRY

PORTLAND DIAMOND PROJECT LLC THE PORT OF PORTLAND ("Port")

  

and PORTLAND DIAMOND P.O. Box 3529
DEVELOPMENT LLC (collectively Portland, OR 97208
"Permittee") Attention: Debbie Collard
Phone:

STATE. mail:

Attention: 

Phone: 

F. mail: 

REC ITALS

A. The Port is the owner of certain property located 3556 NW Front Ave.. Portland.
Oregon 97209, commonly referred to as Terminal 2. and is willing to grant Pemiittee access to
portions of Tenninal 2 that are not currently leased to third parties. the boundary of which is
shown on Exhibit A attached hereto ("Premises").

B. Permittee and the Port are also parties to that certain Mutual Nondisclosure
Agreement, effective May 25. 2018 
C. Perrnittee is in the process of evaluating potential sites for the purposes of

developing a Major League Baseball stadium and large?scale mixed development within the City
of Portland ("Project"). and desires access to the Premises for the purposes of conducting initial
due diligence related to the Project.

D. Pennittcc further desires to review additional infonnation and documentation
related to the Premises in the Ports possession in connection with evaluating the Project?s
potential location.

E. The Port is willing to grant Permittee access to the Premises and furnish
documentation related to the Premises on the terms and conditions set forth below.
PERMIT

NOW. THEREFORE. in consideration of the promises and covenants contained in this Permit
and Right of Entry ("Permit") and for other good and valuable consideration, the receipt of which
is hereby acknowledged, the parties agree as follows.

I. RECITALS
'l'he Recitals above are true and are incorporated into and are a part of this Permit.
2. TERM

The term of this Pennit shall commence and be binding upon the Port and Pennittee as of 8:00
am. on 20l8 ("Effective Date2019.
unless otherwise extended or earlier terminated pursuant to the terms of this Permit 

1 - Permit and Right of Entry R-2018-0194
- 1.5 L5

3. PREMISES

The Port hereby grants to Permittee the nonexclusive right to enter upon and use the Premises in
accordance with the terms and conditions set forth below.

4. PERMITTED USE

This Permit authorizes Pennittee and Pemiittee's employees, of?cers, members, partners,
directors. agents, contractors, subcontractors, consultants. customers, licensees, or invitees
("Permittee's Representatives") to enter upon the Premises in order conduct due diligence
activities including studies and non-invasive investigations, including without limitation.
environmental site assessment and other studies as Pennittee deems necessary or desirable in
connection with its due diligence investigation and potential lease of a portion of the Property,
subject to the limitations and conditions described in this Permit ("Permitted Use"). Pennittee
shall use the Premises solely for the Permitted Use and for no other use. Pennittee shall not
unreasonably interfere with the operations or use of the Premises by existing Port tenants. or
other Port owned property. Pennittee shall not use, handle, or store any Hazardous Substances
(as de?ned in Section 9.1.4) on the Premises other than ?Jel or petroleum products to be used for
the purpose of powering vehicles or equipment, that are fully contained in Permittee's vehicles
and/or equipment.

5. EXCHANGE OF INFORMATION, NDA COVERAGE
Port Information

As of the Effective Date the. Port shall have created and granted Pennittee access to a
Port-hosted online data room ("Data Room"). The Port will grant access to the Data Room to
additional Permittee?s Representatives on Permittee?s request. Within ten (10)
business days after the Effective Date, the Port shall upload documents to the Data Room that the
Port determines are potentially relevant to the possible location of the Project at the Premises.
which documents may include without limitation surveys, permits. studies, and/or reports in the
Port?s possession. custody. or control ("Port Documents"). Thereafter during the Term, the Port
shall reasonably cooperate with Pennittee and upload additional Port Documents as reasonably
requested by Pennittee. provided that nothing in this Permit shall be construed as obligating the
Port to disclose any Port Documents that the Port identi?es as subject to any privilege,
commercially sensitive, or that are otherwise subject to con?dentiality obligations. All Port
Documents uploaded to the Data Room shall be deemed "Con?dential Information? as that term
is de?ned in the NDA, and shall be subject to the provisions of the NDA irrespective of whether
or not they are independently and individually marked as "Con?dential.?

5.2 Permittee Information

Within ten (10) business days atter the Effective Date, Pemiittee shall upload documents
to the Data Room that the Pennittee determines are potentially relevant to the possible location
of the Project at the Premises. which documents may include without limitation plans, drawings,
?nancial information related to the Project, scopes of work, studies, and/or reports (including
environmental studies and/or reports) in Permittee's posseSsion. custody, or control ("Pennittee
Documents"). Thereafter during the Term, the Permittee shall reasonably cooperate with the
Port and upload additional Pennittee Documents as reasonably requested by the Port, provided
that nothing in this Permit shall be construed as obligating the Permittee to disclose any
Pennittee Documents that Pennittee identi?es as subject to any privilege, commercially

2 Permit and Right of Entry 
- 1.5 L5

sensitive, or that are otherwise subject to confidentiality obligations. All Pemiittee Documents
provided by Permittee to the Port via the Data Room shall be deemed ?Con?dential Information"
as that term is de?ned in the NDA, and shall be subject to the provisions of the NDA irrespective
of whether or not they are independently and individually marked as "Con?dential."

6. CONDITIONS
The following conditions shall apply to Pennittee's use of the Premises:
6.1 Access to Premises; Port Contact for On Site Questions

Permittee shall use the designated gate shown on Exhibit A as the ingress and egress
route for access to and from the Premises. Permittee understands and acknowledges that the
Premises are part of a secure marine facility. Permittee and each of Permittee?s Representatives
shall at all times comply with the Port?s Marine Tenninal Security Guidelines. available at
pdt's; and must also be escorted by
authorized Port personnel at all times while on the Premises. Permittee shall contact Patti
Freemen at?not less than forty-eight (48) hours in advance, to arrange access to
the Premises, and otherwise as needed with any questions or other on?site issues. Permittee
acknowledges that the Premises may contain natural resources, wildlife habitats, and are adjacent
to waterways. In order to protect such resources, Permittee shall not drive, park, or otherwise
operate vehicles outside of paved or other improved surfaces without the prior written consent of
the Port. which the Port may withhold in its sole discretion. Unless otherwise expressly
authorized by this Permit, Permittee shall not store any vehicles or equipment on the Premises.

6.2 Utilities

The Port provides no utility service to the Premises, and Permittee understands that no
electricity. yard lighting, water or any other service will be available to Permittee.

6.3 Security Services/Limitation of Liability

The Port provides no security services for the Premises. Permittee agrees that it is using
the Premises at its own risk. and the Port shall have no liability to Permittee and Permittee shall
have no claim against the Port for any damage. the?, vandalism or injury caused by the condition
of the Premises, or by lack of security services or acts or omissions of other people.

6.4 Prohibited Uses

No washing, fueling. repair, maintenance, or modifications of vehicles or other
equipment, or other activities other than the Permitted Uses are permitted on the Premises. In
addition, no penetration of the soil surface, soil borings, or excavations of any type shall be made
on the Premises without the prior written consent of the Port, which consent may not be
unreasonably withheld provided that such consent may be conditioned on: the Ports approval
of any related scope of work; Perrnittee?s satisfaction of additional insurance requirements;
Permittee's agreement to furnish copies of any reports and test results to the Port free of
charge: Permittee?s agreement to allow the Port to split sample any materials; and 
Permittee?s compliance with the provisions of this Permit. No soil borings shall be made that
would likely create a safety hazard. Permittee shall be responsible for all utility locates
associated with Permittee's use and investigation of the Premises and shall be responsible for any
damage caused in connection with Pennittee's activities under this Permit. Upon termination of

3 Permit and Right of Entry 
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this Pennit any soil borings must be ?lled and the Premises otherwise restored as provided in
Section 14.

7. CONSIDERATION

In consideration for this Permit. Pennittee agrees to pay the Port the amount of SEVENTY-
THREE DOLLARS AND NO CENTS ($73.00) per hour for a minimum of four (4) hours per
visit, which constitutes reimbursement of costs incurred by the Port in connection with providing
escorted access to the Premises. The fee for escorted access may be increased by one and one
half (l times if the individual providing the escort is eligible for overtime during the period of


7.1 Payments; No Offset

Pennittee shall pay consideration due to the Port on or before the ?rst day of each
calendar month. Payment due under this Permit shall be made without offset, abatement or
deduction. to the Port at the following address or such other place as the Port may designate:

The Port of Portland
PO. Box 5095
Portland, OR 97208 5095

7.2 Late Payments
7.2.1 Delinquent Payment

If Pennittee is delinquent in paying to the Port any consideration owed to the Port
under this Permit, Pennittee shall pay to the Port its then prevailing Delinquency Charge (as
defined in Section 7.2.2). assessed on the delinquent amount. The Delinquency Charge shall
accrue from the date such amount is due until it is paid in full.

7.2.2 Delinquency Charge

All consideration not paid by Pennittee when due shall bear a delinquency charge
of eighteen percent per annum ("Delinquency Charge") or the maximum rate of interest
allowed by law, whichever is less, from the date such consideration is due until it is paid in full.
The Delinquency Charge is subject to periodic change, at the Port's sole discretion, but in no
case, shall such change be inconsistent with Port policy and practice with respect to the amount
of the Delinquency Charge imposed on other similar permittees of the Port. No change shall
occur. however. without at least thirty (30) calendar days prior written notice to Pennittee.
Imposition of a Delinquency Charge shall not constitute a waiver of any other remedies available
to the Port due to Pennittee's failure to timely pay amounts due.

7.2.3 Returned Cheeks

If Pemiittee?s check for payment of consideration due under this Permit is
retumed to the Port for any reason, the payment shall be considered not to have been made and
shall be delinquent. In addition to the Delinquency Charge, the Port may charge Permittee a
returned check fee of FIFTY DOLLARS AND NO CENTS ($50.00) per retumed check. which
Pennittee agrees is a reasonable fee for the additional administrative time and expense incurred
by the Port in having to deal with the returned check. The Delinquency Charge shall continue to
accrue until the returned check fee is paid. the check can be cashed, and the Port receives all

4 Permit and Right of Entry 
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amounts due. Imposition of a Delinquency Charge shall not constitute a waiver of any other
remedies available to the Port due to Pemiittce?s failure to timely pay a returned check fee.

8. NO LIENS

Permittee agrees to pay, when due, all amounts for labor, services, materials, supplies, utilities,
fumishings, machinery. or equipment which have been provided to the Premises or ordered with
Pennittee's consent. Pennittee shall not suffer or permit any liens to attach to all or any part of
the Premises by reason of any work, labor, services, or materials done for, or supplied to, or
claimed to have been done for or supplied to Permittee. if any lien is ?led against the Premises,
Permittee shall cause the lien to be discharged of record within thirty (30) calendar days after the
date of ?ling of the same, by payment. deposit or bond. Failure to remove the lien or fumish
cash or bond acceptable to the Port within thirty (30) calendar days shall constitute a default
under this Permit and the Port shall automatically have the right, but not the obligation, to pay
the lien off with no notice to Permittee and Permittee shall immediately reimburse the Port for
any amounts so paid to remove any such lien.

9. ENVIRONMENTAL MANAGEMENT AND COMPLIANCE
9.1 De?nitions
For the purposes ot?this Permit, the following de?nitions shall apply.
Best Management Practices

"Best Management Practices" shall mean: those environmental or operational
standards or guidelines that establish common and accepted practices appropriate for Pennittee's
operations on the Premises; and standards or guidelines as stated by pertinent trade
associations, professional associations or regulatory agencies.

9.1.2 Environmental Costs

"Environmental Costs" shall mean damages, ?nes, costs and fees arising from:
any violation of or noncompliance with applicable Environmental Law (as de?ned in
Section or any violation of the environmental provisions of this Permit.
Environmental Costs shall also include the costs of: immediate response, complete
remediation. and restoration actions; (ii) Natural Resources Damage (as de?ned in
Section self-help pursuant to Section 9.7: (iv) oversight and participation of
governmental agencies. including natural resource trustees; reasonable and documented fees
of project managers, attorneys, legal assistants, engineers, consultants, accountants, and experts,
whether or not employees of the damaged party and whether or not taxable as costs. incurred
prior to, at, or after any administrative or judicial proceeding, including appeals and other forms
of judicial review; and (vi)diminution in value, loss or restriction on use of the Premises
including. but not limited to. costs resulting from dealing with residual Hazardous Substances (as
de?ned in Section 9. L4).

9.I.3 Environmental Law

"Environmental Law" shall mean any and all federal. State of Oregon. regional
and local laws, regulations. rules, permit terms. codes, ordinances, and legally enforceable
guidance documents, now or hereafter in effect. as the same may be amended from time to time.
and applicable decisional law, which govern maten'als, substances, regulated wastes, emissions,
pollutants, water, storm water. groundwater, well?eld and wellhead protection. cultural resources

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protection. animals or plants. noise. or products and relate to the protection of health. safety or
the environment. or natural resources including land. sediments, water. storm water. and ground
water.

9.1.4 Hazardous Substance

"Hazardous Substance" shall mean any and all substances. contaminants.
pollutants. materials. or products de?ned or designated as hazardous, toxic, radioactive.
dangerous or regulated wastes or materials or any other similar term in or under any applicable
Environmental Law. Hazardous Substance shall also include. but not be limited to. fuels,
petroleum and petroleum derived products.

9.1.5 Hazardous Substance Release

"Hazardous Substance Release" shall mean the threatened or actual spilling,
discharge. deposit, injection. dumping, emitting, releasing, leaking, placing, migrating. leaching
and seeping of any Hazardous Substance into the air or into or on any land. sediment. or waters.

9.1.6 Natural Resources Damage

"Natural Resources Damage" shall mean the injury to, destruction of, or loss of
natural resources resulting from a Hazardous Substance Release. The measure of damage is:
the cost of restoring injured natural resources to their baseline condition; the
compensation for the interim loss of injured natural resources pending recovery; and the
reasonable cost of a damage assessment. "Natural Resources" shall include land, ?sh. wildlife,
biota, air. water. groundwater. drinking water supplies. and other such resources belonging to,
managed by, held in trust by, appertaining to, or otherwise controlled by the United States, any
state, an Indian tribe, or a local government.

9.2 General Environmental Obligations of Pcrmittee

Perrnittee shall manage and conduct all of its activities on or relating to the Premises:
in compliance with applicable Environmental Law and the environmental provisions of this
Permit; in cooperation with the Port in the Port?s efforts to comply with Environmental Law;
and in adherence with Best Management Practices applicable to Pemiittee's and Permittee's
Representatives? use of the Premises including, but not limited to, Best Management Practices
used for erosion prevention and sediment control. Pcnnittee shall be responsible for ascertaining
which Environmental Laws govern its and Pennittee?s Representatives activities on or relating
to the Premises and shall be responsible for maintaining a current understanding of such
Environmental Laws throughout the term of this Permit. Upon request from the Port. Pennittee
will provide the Port with any permits, plans or submittals required by any regulatory
agencies related to Pennittee's or Permittee's Representatives? occupation or operations on the
Premises.

9.3 Use of Hazardous Substances

Pennittee must obtain the Port?s prior written approval to use. handle or store any
Hazardous Substances on the Premises other than fuel or petroleum products fully contained in
Perrnittee or Pennittee's Representatives' vehicles.

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9.4 Permittee's Liability
9.4.1 Hazardous Substance Releases

Except as provided in Section 9.4.5, Permittee shall be responsible for all
response to, remediation and restoration of Hazardous Substance Releases and associated
Environmental Costs on or from the Premises, on other properties, in the air or in adjacent or
nearby surface waters and ground water which result from or occur in connection with
Permittee's or Permittee?s Representatives occupancy, possession or use of the Premises, and
which either occurs during the term of this Pennit or continues after the termination of this
Permit.

9.4.2 Excluded Hazardous Substance Releases

Notwithstanding anything to the contrary in this Permit. it is the Port's and
Permittee's intent not to have this permit cover sources of Hazardous Substance Releases that
may exist in the vicinity of the Premises that fall within 42 9607(q) or equivalent Oregon
law.

9.4.3 Permittee's Liability for Environmental Costs

Permittee shall be responsible for all Environmental Costs arising under this
Permit or arising from the acts or omissions of Pennittce or Pennittee?s Representatives on or
adjacent to the Premises. Any Environmental Costs for which Perrnittee is obligated under this
Permit shall be paid by Pcnnittee within thirty (30) calendar days a?er the date of written notice
or invoice from the Port or from the agency assessing such Environmental Costs directly against
Permittcc. Any Environmental Costs not paid when due shall be subject to an additional
Delinquency Charge from the date due until paid in full.

9.4.4 Pre-Existing Hazardous Substance Release Revealed by Permitted
Activities

In the event that the activities of Permittee or Pennittee?s Representatives on the
Premises reveal a pre-existing Hazardous Substance Release on the Premises, Pennittee shall
immediately suspend operations. notify the Port. and secure the Premises. Pennittec releases the
Port and waives any claim against the Port arising therefrom, including without limitation any
damages or costs, for delay or otherwise, arising from any Port efforts to remove, remediate. or
otherwise address such pro-existing Hazardous Substance Release.

9.4.5 Limitation of Permittee's Liability

Permittee shall have no responsibility for Hazardous Substance Releases or
associated Environmental Costs caused by the Port or the agents, employees, contractors or other
tenants of the Port after the Effective Date.

9.5 Environmental Inspection

The Port reserves the right, at any time and from time to time, after notice to Pennittee. to
inspect the Premises concerning environmental compliance.

9.6 Environmental Response and Notice

In the event of a violation of Environmental Law. a violation of an environmental
provision of this Permit. a Hazardous Substance Release. threat of or reasonable suspicion of the

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1.5 1.5

same. or other environmental incident of any kind that occurs on the Premises, Pennittee shall
notify the Port and shall immediately undertake and diligently pursue all acts necessary
or appropriate to cure or correct the violation or investigate. contain and stop the Hazardous
Substance Release. and shall restore the Premises or other affected prOperty or water to its
pre?existing condition. If notice to the Port must be given on the weekend or a?er 5:00 pm. on

ani dai, Pennittee shall notify the Port by calling the Port's emergency telephone number:

9.7 Report to the Port

Within thirty (30) calendar days following completion of any investigatory, containment,
remediation or removal action required by this Permit. Pennittee shall provide the Port with a
written report outlining, in detail, what has been done and the results thereof. and copies of all
regulatory correspondence.

9.8 Port's Approval Rights

Except in the case of an emergency or an agency order requiring immediate action.
Pennittee shall give the Port reasonable advance notice before beginning any investigatory,
remediation or removal procedures. The Port shall have the right to approve or disapprove the
proposed investigatory, remediation and removal procedures and the company(ies) and/or
individuals conducting such procedures which are required by this Permit or by Environmental
Law. whether on the Premises or on any affected property or water. Permittee shall not initiate
any risk assessment based remediation or closure without the prior written consent of the Port,
which consent may be withheld or conditioned in the Port's sole discretion. The Port will have
the right to require Pennittee to request oversight from DEQ of any investigatory, containment.
remediation and removal activities and/or require Pennittee to seek a statement from DEQ of
"No Further Action."

9.9 Port's Right of Self-Help

Except in the event of an emergency or a governmental agency order requiring immediate
action. when significant notice cannot be given, the Port shall have the right. upon giving
Pennittee twenty-four (24) hours written notice. stating the obligations in issue, to perform
Pennittee's obligations arising under Section 9 and Environmental Law, and charge Pennittee the
resulting Environmental Costs and the Delinquency Charge from the date any Environmental
Costs were incurred into by the Port. The Port may not commence performance on behalf of
Pennittee under this Section if, within the notice period. Pennittee notifies the Port.
then begins. and continually and diligently pursues to completion the performance of the
obligations set forth in the Port's notice.

10. REIMBURSEMENT FOR DAMAGE

PERMITTEE AGREES TO DEFEND (USING LEGAL COUNSEL ACCEPTABLE TO THE
PORT), INDEMNIFY. AND HOLD HARMLESS THE PORT FROM AND AGAINST, AND
REIMBURSE THE PORT FOR, ANY AND ALI. ACTUAL OR ALLEGED CLAIMS,
DAMAGES, EXPENSES. COSTS, INCLUDING ENVIRONMENTAL COSTS, FEES
(INCLUDING. BUT NOT LIMITED TO, ATTORNEY, ACCOUNTANT. PARALEGAL,
EXPERT. AND ESCROW FEES). FINES, PENALTIES (COLLECTIVELY
WHICH MAY BE IMPOSED UPON OR CLAIMED AGAINST OR INCURRED
BY THE PORT AND WHICH. IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY.

8 - Permit and Right of Entry 
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ARISE FROM OR ARE IN ANY WAY CONNECTED WITH ANY OF THE FOLLOWING,
UNLESS EXCLUSIVELY RESULTING FROM THE GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT: (A) ANY ACT, OMISSION OR NEGLIGENCE OF
PERMITTEE OR ANY OF (B) ANY USE,
OCCUPATION, MANAGEMENT OR CONTROL OF THE PREMISES BY PERMITTEE OR
ANY OF REPRESENTATIVES, WHETHER OMISSION AND WHETHER OR NOT OCCURRING ON
THE (C) ANY BREACH, VIOLATION OR NONPERFORMANCE OF ANY OF
OBLIGATIONS UNDER THIS AND (D) ANY DAMAGE CAUSED
BY PERMITTEE OR ANY OF REPRESENTATIVES ON OR TO THE
PREMISES. THIS INDEMNIFICATION SHALL REQUIRE PERMITTEE TO REIMBURSE
THE PORT FOR ANY DIMINUTION IN VALUE OF OR LOST REVENUE FROM THE
PREMISES, OR OTHER NEARBY PORT PROPERTY, CAUSED BY HAZARDOUS
SUBSTANCE RELEASES FOR WHICH PERMITTEE IS RESPONSIBLE PURSUANT TO
SECTION 9, INCLUDING DAMAGES FOR LOSS OF OR RESTRICTION ON USE OF THE
PREMISES, OR ANY OTHER PROPERTY, INCLUDING WITHOUT LIMITATION
DAMAGES ARISING FROM ANY ADVERSE IMPACT ON THE LEASING OR SALE OF
THE PREMISES OR ANY PROPERTY IN OR NEAR THE PREMISES, WHETHER OWNED
BY THE PORT OR OTHER PARTIES. THE INDEMNITY AND REIMBURSEMENT
AGREEMENTS SET FORTH IN THIS SECTION SHALL SURVIVE THE EXPIRATION OR
EARLIER TERMINATION OF THIS PERMIT AND BE FULLY ENFORCEABLE
THEREAFTER.

11. NO BENEFIT TO THIRD PARTIES

The Port and Permittee are the only parties to this Permit and as such are the only parties entitled
to enforce its terms. Nothing in this Permit gives or shall be construed to give or provide any
bene?t, direct, indirect, or otherwise to third parties unless third persons are expressly described
as intended to be bene?ciaries of its terms.

12. INSURANCE

In addition to any special insurance requirements, Permittee shall maintain commercial general
and automobile liability insurance policies insuring against liability for damages
because of personal injury, bodily injury, death, or property damage (including loss of use
thereof) and occurring on or in any way related to this Permit or occasioned by reason of
operations of Permittee on or from the Premises, including loss of use thereof. The insurance
required by this Section shall include coverage for independent contractors and broad form
contractual liability and shall have limits of not less than ONE MILLION DOLLARS AND NO
CENTS per occurrence. The coverage provided by this policy shall be primary
and shall not seek contribution from any insurance or self-insurance carried by the Port. The
general liability policy shall cover the Port, its commissioners, directors, and employees as
additional insureds. Perrnittee shall maintain in force workers compensation and employer?s
liability insurance which meets the requirements of Oregon law. If Permittee is a quali?ed self
insured employer, a copy of Permittee's Certi?cate of Compliance and a certificate of insurance
evidencing excess workers compensation and employer's liability insurance shall be forwarded to
the Port upon execution of this Permit.

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13. RIGHT TO TERMINATE

Notwithstanding any provision contained herein. the Port may terminate this Permit at any time,
in writing, for Pemiittec's violation of any material term of this Pemiit. Upon notice of
termination. Pennittee shall immediately leave the Premises. lf Pennittee holds over after this
Permit terminates, Pennittee shall be deemed a tenant at suf?terance, at the Port?s sole discretion.
In the event the Port deems Pennittee a tenant at sufferance, the Port shall be entitled to evict
Pennittee. Pennittee's obligations and liability to the Port shall survive termination.

14. DUTIES UPON TERMINATION

Upon the expiration or earlier termination of this Permit, Pennittee shall restore the Premises to
their condition at the commencement of this Permit, to applicable codes, standards of the Port
and any requirements of the jurisdiction in which the Premises are located, unless otherwise
directed by the Port. In addition, Pcmiittee shall remove any and all of Pennittee's property
including. but not limited to. fencing, equipment, materials, supplies and debris from the
Premises; repair any damage to the Premises caused by Pennittee's use thereof and return all
keys, if applicable, to the Port. Pennittee's obligations and liability to the Port shall survive
termination. Any items of Pennittee's property which remain on the Premises a?er the
expiration or earlier temiination of this Permit may be deemcd abandoned, at the Port's option.
The Port shall have the option of removing and disposing of any or all such abandoned property
and recovering the cost thereof, plus interest from the date of expenditure as a Delinquency
Charge, from Pennittee upon demand.

15. ASSIGNMENT OF INTEREST OR RIGHTS

Pennittee shall not, in any manner, directly or indirectly. by operation of law or otherwise,
sublease. assign, transfer or encumber any of Pennittee's rights granted by this Permit. Any
attempted assignment or transfer shall be void.

16. GENERAL PROVISIONS
l6.l Attorney Fees

If a suit, action, or other proceeding of any nature whatsoever (including any proceeding
under the .8. Bankruptcy Code). is instituted in connection with any controversy arising out of
this Permit or to interpret or enforce any rights or obligations hereunder, the prevailing party
shall be entitled to recover attorney. paralegal. accountant, and other expert fees and all other
fees. costs, and expenses actually incurred and reasonably necessary in connection therewith, as
determined by the court or body at any hearing, at trial or on any appeal or any petition for
review, in addition to all other amounts provided by law. If the Port is required to seek legal
assistance to enforce any term of this Permit, such fees shall include all of the above fees,
whether or not a proceeding is initiated. Payment of all such fees shall also apply to any
administrative proceeding, trial, and/or any appeal or petition for review. Whenever this Permit
requires Pennittee to defend the Port, it is agreed that such defense shall be by legal counsel
reasonably acceptable to the Port. understanding that defense may be supplied through an
insurance carrier.

16.2 Compliance With Law

Pennittee shall comply with all applicable state. federal, and local laws, including but not
limited to. Environmental Law, City of Portland zoning ordinances and laws, rules, regulations.

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and policies eonceming equal opportunity. nondiscrimination, workers' compensation, and
minimum and prevailing wage requirements.

16.3 Counterparts

This Permit may be executed in counterparts. each of which shall be deemed to be an
original. and such counterparts shall constitute one and the same instrument.

16.4 Entire Agreement

This Permit represents the entire agreement between the parties with respect to the
subject matter of this Pemtit, and supersedes all prior agreements, written or oral with respect to
the subject matter of this Permit. No amendment to this Permit shall be effective unless in
writing and signed by the parties hereto.

16.5 Exhibits Incorporated by Reference

Any and all exhibits attached hereto are incorporated by reference in this Lease for all
purposes.

16.6 Governing Law; Venue

This Permit shall be govemed. construed and enforced in accordance with the laws of the
State of Oregon without reference to any con?ict of law provision that would call for the
application of the law of another jurisdiction. The exclusive venue for the resolution of any
dispute, action, or proceeding arising out of or related to this Permit shall be the state or federal
courts located in Multnomah County, Oregon. Each party hereby waives any objection to
personal jurisdiction, venue or forum non com-anions with respect to any such suit, action or
proceeding brought in such courts, and agrees to voluntarily appear and submit to the jurisdiction
ofsuch courts.

16.7 Installation or Construction of Improvements

No improvements shall be constructed on the Premises without the Port's prior written
consent.

16.8 Limitation on Port Liability

The Port shall have no liability to Permittee for, and Permittee hereby releases the Port
from, any loss, damage or injury suffered by Permittee on account of theft or any act or omission
of any third party. including other tenants or users of Port property. In addition. in all events
whether relating to the foregoing sentence or otherwise. the Port shall only be liable to Permittee
for the Port's own willful misconduct or gross negligence. and then only to the extent of actual
and not consequential, special, or punitive damages. Permittee hereby waives any other rights or
remedies to which it might otherwise be entitled pursuant to applicable statutory or common law.

16.9 Notices

All notices required under this Permit shall be deemed to be properly served if sent by
certi?ed mail. return receipt requested, or delivered by hand to the last address fumished by the
parties hereto. Until hereafter changed by the parties by notice in writing, notices shall be sent to
the following addresses:

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to Pemiittee:
Portland Diamond Project LLC
Portland Diamond Development 
[Add Address]
Attention: 
to the Port:
The Port of Portland
PO. Box 3529
Portland, OR 97208
Attention: Debbie Collard

The date of service of such notice by mail is agreed to be three (3) calendar days alter the
date such notice is deposited in a post of?ce of the United States Postal Service, postage prepaid,
return receipt requested, certified mail or, if delivered by hand, then the actual date of hand
delivery.

16.10 Partial Invalidity

If any provision of this Pcmiit is held to be invalid or unenforceable. the remainder of
this Permit, or the application of such provision to persons or circumstances other than those to
which it is held invalid or unenforceable. shall not be affected thereby, and each provision of this
Permit shall be valid and enforceable to the fullest extent permitted by law.

16.11 Survival

Any covenant or condition (including, but not limited to. indemni?cation and
reimbursement agreements), set forth in this Permit. the full performance of which is not
specifically required prior to the expiration or earlier termination of this Permit, and any
covenant or condition which by its terms or nature is to survive, shall survive the expiration or
earlier termination of this Permit and shall remain fully enforceable thereafter.

16.12 Time of the Essence

Time is of the essence in the perfomiance of and adherence to each and every covenant
and condition ofthis Pennit.

16.13 Warranty of Authority

The individuals executing this Permit warrant that they have full authority to execute this
Permit on behalf of the Port and Pennittee respectively.

16.14 Warranties; Guarantees

Pemiittee acknowledges that it has inspected the Premises and has found them to be
completely acceptable and safe for Pennittee's intended use. The Port makes no warranty.
guarantee, or averment of any nature whatsoever concerning the physical condition of the
Premises or the suitability of the Premises for Permittec's intended uses, and it is agreed that the
Port will not be responsible for and Pennittee hereby releases the P011, its commissioners,
directors. officers. employees, agents and contractors from any loss, damage or costs which may
be incurred by Pennittee by reason of any such physical condition. Pennittee shall be
responsible for securing the Premises as necessary or appropriate for Permittec's use of the
Premises.

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IN WITNESS HEREOF, the parties have subscribed their names hereto effective as of the
Effective Date.

 

 

 

 

 

 

PORTLAND DIAMOND PROJECT LLC THE PORT OF PORTLAND
By: By:

Print Name: Print Name:

As Its: As Its:

Date: Date:

 

 

PORTLAND DIAMOND DEVELOPMENT LLC APPROVED FOR LEGAL SUFFICIENCY
FOR THE PORT OF PORTLAND:

 

 

 

 

 

By: By:
Counsel for The Port of Portland
Print Name:
As Its:
Date:
l3 - Permit and Right of Entry R-20I8-0I94

v- 1.5 L5