Terms of Agreement

The purpose of this Colonel’s Island Terminal Common Use Area Agreement (this “Agreement”) is to set forth the terms and conditions whereby Georgia Ports Authority (“GPA”) will permit the undersigned (“User”) to use certain improved land located near, or adjacent to, the berths on GPA’s Colonel’s Island Terminal (the “Terminal”), Glynn County, Georgia, referred to as the Common Use Area (“CUA”).

Parcels Space

Parcels Space within the CUA is divided into certain parcels at the Terminal (each a “Parcel”). User may refer to the drawing available on GPA’s CICUA reservation website, CICUA.GAPORTS.COM for information regarding Parcel locations, measurements, and identification numbers. GPA reserves the right to modify the Parcel locations, measurements, and identification numbers, at any time and for any reason.

Reservation Request

Each Parcel may be reserved in one (1) day increments beginning at 7:00 am and ending at 6:59 am on the following day (a “Reservation Period”). To reserve a Parcel, User will complete the form, attached hereto as Exhibit A, and incorporated herein by reference (“Reservation Request”). A separate Reservation Request will be required for each Parcel. GPA will review the Reservation Request and either approve or deny the request based on current availability of the Parcel, or for any other reason. If User requests to reserve a Parcel that is not available, GPA may coordinate with User to determine if any Parcel is available that may satisfy User’s request. All Reservation Requests must be received by GPA at least 24 hours prior to the beginning of the Reservation Period.

Termination Notice

User will have the right to terminate an approved or pending Reservation Request, at any time and for any reason, by completing the form, attached hereto as Exhibit B, and incorporated herein by reference (“Termination Notice”). Notwithstanding the termination date set forth in the Termination Notice for an approved Reservation Request, User will be required to pay the Reservation Fee for the Reservation Period(s), unless GPA receives the Termination Notice by no later than 12:00 pm, two (2) days prior to the beginning of the Reservation Period, or the next successive Reservation Period, as applicable.

Reservation Fee

The cost to reserve a Parcel is $71.50 per acre, per Reservation Period (the “Reservation Fee”). In the event the Parcel is less than one (1) acre, the Reservation Fee will be prorated according to the actual Parcel measurements. Payments due upon receipt of invoice. Except as expressly provided in the Termination Notice provision herein, User will not be entitled to a refund of Reservation Fees paid, if User is unable to use a Parcel for any reason, including without limitation, a force majeure event, during all or any portion of its Reservation Period(s). User acknowledges and agrees that the Reservation Fee is subject to change by GPA at any time. GPA will provide written notice of the rate change to User, which notice may be transmitted via email, or made available to User on GPA’s website, CICUA.GAPORTS.COM. The new Reservation Fee will apply to any Reservation Request submitted after the effective date of the rate change.

Forms and Notices Transmittal

Completed and signed Reservation Requests and Termination Notices should be sent to GPA via email to: [email protected], or via the online reservation system which is available at CICUA.GAPORTS.COM. GPA will return approved forms and denial or other notices to User via email to the email address provided in the Reservation Request or Termination Notice, as applicable.

Removal Notice

Notwithstanding an approved Reservation Request, GPA will have the right to require User to remove its cargo from a reserved Parcel, for any reason in its sole discretion, regardless of the time remaining under any Reservation Period(s) (a “Removal Notice”). Upon receipt of a Removal Notice from GPA, User hereby agrees to remove its cargo from the applicable Parcel(s) within twenty-four (24) hours of the date of receipt. After all cargo has been removed, GPA will refund or credit User a pro-rated portion of the Reservation Fee paid based on the remaining days in the total Reservation Period.

Failure to Comply

In the event User is found to have utilized the CUA without a fully executed Agreement between GPA and User and approved Reservation Request, or fails to comply with a Removal Request within 24 hours of receipt thereof, User will be required to pay the applicable CUA rate set forth in GPA’s Marine Terminal Operator Schedule, as revised from time to time (“MTOS”), until such time, if any, as the Reservation Request has been approved by GPA, or the cargo has been removed from the applicable Parcel. Any utilization of an unreserved and unapproved Parcel will result in an automatic reservation of the applicable Parcel by User for at least one (1) Reservation Period, and continuing thereafter until an agreement is fully executed and a Reservation Request approved by GPA in writing; provided, however, the Reservation Fee will be equal to the MTOS rate. User shall be required to comply with a Removal Notice from GPA notwithstanding any automatic reservation.

No Interference

User will be responsible for storing all cargo within the boundaries of the reserved Parcel in such a manner as to avoid any interference with adjacent or nearby access roads, ingress and egress through the CUA and berth facilities on Terminal, or any other CUA Parcel. In the event GPA determines, in its sole discretion, that User’s use of a Parcel is interfering with Terminal operations or is causing a safety violation, GPA reserves the right to require User to take immediate action to prevent such interference or safety concern. Failure to immediately take required action may result in a Removal Notice and/or termination of this Agreement.

Entire Agreement

This Agreement shall supplement, form part of, and be subject to GPA’s MTOS. All provisions contained in the MTOS are incorporated into and shall govern this Agreement, except as expressly modified herein. This Agreement, when fully executed, shall evidence a complete and binding agreement between GPA and User as to the use of Parcels within the CUA. In the event GPA and User are parties to a separate written agreement containing provisions related to the CUA, the separate written agreement shall prevail.

Representation of Authority

Each person signing this Agreement represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver this Agreement. Each party represents and warrants to the other that the execution and delivery of the Agreement and the performance of such party’s obligations hereunder have been duly authorized, and that the Agreement is a valid and legal agreement binding on such party and enforceable in accordance with its terms.