Market: Seattle Site State: Washington Site Address: 1900 West Nickerson Street

LICENSE AGREEMENT

THIS LICENSE AGREEMENT (the “Agreement”) is made as of this 10th day of

May, 2011, between Port of Seattle (“Owner”), a Washington municipal corporation, and

Comcast Cable Communications Management, LLC, a Delaware limited liability company, on

behalf of its affiliates (together, “Comcast”).

WHEREAS, Owner is willing to permit Comcast to construct, replace, maintain, repair,

operate, inspect, augment and remove its communications system through, over, and under the

Property, under the terms and conditions described below;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of

which are hereby acknowledged, Comcast and Owner hereby agree as follows:

1. Grant.

specific space may be granted by the respective Customer.

(b) Without limiting the foregoing, Owner shall give Comcast reasonable

access to vertical and horizontal shafts, conduits, and the common areas on, within, under,

across, and along the Property to enable Comcast, where necessary and at its expense, to install

Facilities associated with providing Services.

(c) Nothing contained herein shall be construed as granting to Comcast any

ownership rights in the Property or to create a partnership or joint venture between Owner and

Comcast.

specifications attached hereto as Exhibit A (the “Plans”), which reasonably detail the location

and size of the Facilities, and any space required on the Property necessary to house the Facilities

(other than within the vertical and horizontal shaft(s) in the Building). Any additional Facilities

(other than additional/replacement cabling in existing Facilities and replacement/upgrade of

existing fixtures and equipment) shall specifically require the Owner‟s advance written

permission. Comcast may begin to install its Facilities in accordance with the Plans, at

Comcast‟s sole cost and expense, provided that Comcast shall:

(a) perform such construction in a safe manner consistent with generally

accepted construction standards;

4. Comcast’s Obligations.

(a) Comcast shall:

(i) keep the Facilities in good order, repair and condition, and promptly and

adequately repair all damage to the Property caused by Comcast, other than ordinary wear and

tear; and

(ii) comply with federal, state, and municipal laws, orders, rules and

Comcast‟s sole cost and expense, relocate such portions of the Facilities as necessary to

accommodate such work or improvement.

(c) Nothing in this Agreement shall be construed to require Comcast to

construct, install, or operate the Facilities in the Property, to deliver the Services to the Property,

and/or to deliver the Services to a particular Customer or Customers.

5. Facilities. The Facilities shall belong to Comcast and shall be there at the sole

risk of Comcast, and Owner shall not be liable for damage thereto or theft, misappropriation or

loss thereof, except in the event of the gross negligence or willful misconduct of Owner, its

Agreement shall be deemed the property of Owner without further liability to Comcast.

6. Access. Subject to non-discriminatory security requirements, Owner shall allow

Comcast, and its employees, agents, and contractors access to the Property at all times (twenty

four (24) hours per day, seven (7) days per week, and 365/366 days per year), for the purposes

under the terms and conditions of this Agreement.

(a) Commencing on the date first written above, this Agreement shall have an initial

for any provider of work, labor, material or services claiming by, through or under Comcast.

the reasonable fees of Owner‟s attorneys. Such liens shall be discharged by Comcast within

sixty (60) days after notice by Owner of filing thereof by bonding, payment or otherwise,

provided that Comcast may contest, in good faith and by appropriate proceedings any such liens.

9. Performance of Work. Comcast may contract or subcontract any portion of

work at the Property contemplated by this Agreement to any person or entity competent to

perform such work. In no event shall such subcontract relieve Comcast of any of its obligations

under this Agreement.

and may pursue all other remedies available to it at law and/or equity.

11. Indemnification. Comcast shall indemnify, hold harmless and defend Owner, its

employees, agents, contractors, invitees, officers, directors, affiliates and subsidiaries from and

against any and all claims, actions, damages, liabilities and expenses, including attorneys‟ and

other professional fees, arising from or out of the installation, operation, maintenance or removal

by Comcast of the Facilities and the Services provided by Comcast, except to the extent that any

such claims, actions, damages, liabilities, expenses or damage are caused by Owner, its

employees, agents, contractors, invitees, officers, directors, affiliates or subsidiaries. Comcast

agrees that the foregoing indemnity specifically covers actions brought by its own employees,

12. Insurance. Comcast and any authorized contractors/subcontractors shall

obtain and keep in force, at its sole cost and expense the following types of insurance, in the

amounts specified and in the form hereinafter provided for:

12.1 General Liability Insurance. Comcast and any authorized

contractors/subcontractors shall obtain and keep in force a commercial general liability policy of

insurance, written on ISO Form CG 00 01 10 01 (or equivalent), that protects Comcast and the

Owner, as an additional insured using ISO Form 20 26 (either 11 85 or 07 04 revision) or

equivalent, against claims for bodily injury, personal injury and property damage based upon,

involving or arising out of the use or occupancy of the Facilities and all areas appurtenant

Comcast shall provide Owner with a certificate of insurance, naming Owner as additional

describes the extent that the Port is and additional insured under the general liability policy.

12.2 Automobile Liability Insurance. Comcast and any authorized

contractors/subcontractors shall obtain and keep in force a commercial automobile liability

policy of insurance, written on ISO Form CA 00 01 07 97 (or equivalent), that protects Comcast

and the Owner against claims for bodily injury and property damage based upon, involving or

arising out of motor vehicle operations on or about the Facilities and all areas appurtenant

thereto. Comcast shall provide a Waiver of Subrogation on this policy in favor of the Owner.

subcontractors shall obtain and keep in force property insurance using an ISO CP 10 20 Cause of

Loss Broad Form (or an equivalent manuscript form) insuring Comcast‟s personal property and

Alterations (specifically including “betterments and improvements”) made by or for Comcast

against physical damage, including loss of use of the Facilities . The policy shall include

coverage for any additional costs resulting from debris removal and reasonable amounts of

coverage for the enforcement of any ordinance or law regulating the reconstruction or

replacement of damaged property including any undamaged sections of the Facilities required to

be demolished or removed by reason of the enforcement of any Legal Requirement as the result

of a covered cause of loss. The amount of such insurance shall be procured on a replacement

cost basis (or the commercially reasonable and available insurable value thereof if, by reason of

Alterations.

12.4 Insurance Companies. Insurance required hereunder shall be in

companies duly licensed to transact business in the State of Washington, and maintaining during

the policy term a General Policyholders Rating of „A-VII‟ or better and a financial rating of „A-

VII ‟ or better, as set forth in the most current issue of “Best‟s Insurance Guide.”

12.5 Policies Primary; Deductibles; Per Location Endorsement. All

insurance to be carried by Comcast shall be primary to and not contributory with any similar

insurance carried by the Owner, whose insurance shall be considered excess insurance only.

Comcast to the Owner upon demand.

12.7 Evidence of Insurance. Comcast and any authorized contractors/

subcontractors shall deliver, or cause to be delivered, to the Owner, certificates of insurance,

additional insured, loss payee and waiver of subrogation on the certificate and any other

reasonable documentation that provides evidence of the existence and amounts of such

insurance, the inclusion of the Owner as an insured as required by this Agreement, and the

amounts of all deductibles and/or self insured retentions.

12.8 No Limitation of Liability. The limits of insurance required by this

agents and employees on account of any loss or damage occasioned to Comcast arising out of or

incident to the perils required to be insured against under this Agreement. Accordingly, Comcast

shall cause each insurance policy required by this Section to further contain a waiver of

subrogation clause. The effect of such release and waiver of the right to recover damages shall

not be limited by the amount of insurance carried or required, or by any deductibles applicable

thereto.

13 Assignment. Comcast shall not assign or transfer this Agreement without the

written consent of the Owner, which consent will not be unreasonably withheld or conditioned or

unduly delayed; except that, upon written notice to the Owner, Comcast may, without obtaining

(b) any entity which succeeds to all or substantially all of Comcast‟s assets or

ownership interests, or the cable system operated by Comcast (or its affiliate or subsidiary)

which serves the municipality in which the Property is located, whether by merger, sale or

otherwise, provided that such successor also succeeds to the cable television franchise agreement

held by Comcast (or its affiliate or subsidiary) for the municipality in which the Property is

located.

14 Force Majeure. Comcast shall not be liable for failure to perform its obligations

hereunder due to acts of God, the failure of equipment or facilities not belonging to Comcast

(including, but not limited to, utility facilities or service), denial of access to facilities or rights-

writing be requested.

If to Owner: Port of Seattle

Real Estate Division

P.O. Box 1209

2711 Alaskan Way

Seattle, WA 98111

If to Comcast: Comcast Cable Communications Management, LLC

_____________________

Attn.: General Counsel

16 Governing Law. This Agreement shall be governed by and construed under the

laws of the state in which the Property is located.

17 Miscellaneous. This Agreement shall run with the land and shall bind and benefit

the parties and their respective successors and assigns. This Agreement is the entire

understanding between the parties and supersedes any prior agreements or understandings

whether oral or written. This Agreement may not be amended except by a written instrument

executed by both parties. If any provision of this Agreement is found to be invalid or

commitments and obligations set forth herein.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the

date first written above.

Owner: Comcast:

PORT OF SEATTLE Comcast Cable Communications

Management, LLC

EXHIBIT “A”

The Plans