5e attach 1

Item Number:    ___5e_Attach 1__ 
Date of Meeting: September 24, 2013 

Market: Seattle                      Site State: WA    Site Address: 2600 S 165th Street, Seatac 
LICENSE AGREEMENT 
THIS LICENSE AGREEMENT (the "Agreement") is made as of this ____ day of
_______, 2013, 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 the owner of that certain land (the "Land") and the building(s)
thereon (the "Building") (together, the "Property"), having a street address of2600 S 165th 
Street, Seatac, WA ; and 
WHEREAS, Comcast desires to provide various communications services (the
"Services") to Comcast's customers located on the Property (the "Customers"); and 
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 at specified locations as approved by the Port 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. 
(a)     Owner hereby grants to Comcast a non-exclusive license, at Comcast's
sole option and expense, to construct, replace, maintain, repair, operate, inspect, augment, and
remove, on, within, under, across, and along the Property at specified locations as approved by
the Port,  as set forth on the Plans (hereinafter defined) , Comcast's wires, cables, underground
conduit, aerial supports, aerial cabling, building entrance facilities, above-ground enclosures,
markers and concrete pads and other appurtenant fixtures and equipment (together, the
"Facilities") necessary or usefulfor distributing the Services to Customers. Access to Customer
specific space may be granted by the respective Customer and falls outside this Agreement. 
(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.

2.       Use.  Comcast may use the Facilities installed on the Property solely to provide
the Services to Comcast's Customers on the Property. 
3.       Installation.  Comcast represents that the drawings, plans, and/or specifications
attached hereto as Exhibit A (the "Plans"), 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).  The Owner/Port shall not be
responsible for determining the sufficiency of Plans or have any liability arising out of or related
to approval of plans.  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,such permission shall not be unreasonably
withheld, conditioned or delayed. 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; 
(b)     perform  such  construction  and  work  in  such  a  way  as  to   minimize
interference with the operation of the Property; and 
(c)     obtain,  prior  to  the  commencement  of  any  construction  and  work,
necessary federal, state and municipal permits, licenses and approvals. 
4.       Comcast's Obligations.
Comcast shall: 
a)  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 
b)  comply  with  all  applicable  federal,  state,  and  municipal  laws,  orders,  rules  and
regulations  included but not limited to Schedule of Rules and Regulations for Seattle-
Tacoma International Airport ( "Airport Regulations"),provided that any such Airport
Regulations shall not materially and adversely interfere with Comcast's use of the
Facilities or the Services provided by Comcast to its Customers. 
In the event that Owner reasonably requires the relocation of any portion of the Facilities in
connection with any work undertaken or improvement made by Owner on or about the Property. 
Upon ninety (90) days' prior written notice from Owner, Comcast shall, at its sole cost and
expense, relocate such portions of the Facilities as necessary to accommodate such work or
improvement. 
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
employees, or contractors. At the expiration of this Agreement, Comcast shall, unless otherwise

agreed by Owner in writing, at Comcast's sole cost and expense, remove the Facilities (other
than any underground conduit or vaults) and Comcast's other personal property from the
Building, and repair all damage caused by such removal.  Any property not so removed within
sixty (60) days after the expiration of this Agreement shall be deemed the property of Owner and
at the discretion of Owner, removed by Owner at Comcast's cost, 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.
7.       Term.
(a)      Commencing on the date first written above, this Agreement shall have a term of
ten (10)  years. 
(b)     The license granted hereby may not be revoked during the Term, except as
provided in Section 11. 
8.       Liens.    Comcast  shall  keep  the  Property  free  and  clear  of  any  liens  and
encumbrances arising out of the use of the Property by Comcast.  Comcast shall be responsible
for the satisfaction or payment of any liens for any provider of work, labor, material or services
claiming by, through or under Comcast. Said responsibility is subject to the indemnity provisions
in Section 11of this Agreement.  . 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. 
10.      Limitation of Liability. Neither party shall be liable to the other party for any
lost profits, special, incidental, punitive, exemplary or consequential damages, including but not
limited to frustration of economic or business expectations, loss of profits, loss of capital, cost of
substitute product(s), facilities or services, or down time cost, even if advised of the possibility of
such damages. 
11.       Termination; Default. 
a.   The Owner may terminate this Agreement for a material breach of this Agreement if
the Owner provides written notice to Comcast of the breach and Comcast fails to
commence a cure of the breach within 30 days of receiving the notice or fails to
complete the cure within 90 days of receiving the notice. A material breach of this
Agreement shall include but not be limited to any material interference with the
operations of the Port Property, any unsafe condition created by the Facilities, any
damage to Port property by Comcast actions, violation of laws or regulations or
failure to defend and indemnity the Port in accordance with Comcast's
indemnification obligation at Section 12.

b. The Owner may terminate this Agreement with 120 days' notice if the Owner decides
to undertake a major capital improvement project that the Owner, in its sole
discretion, has determined requires displacement of the Facilities. 

12. Indemnification. The Owner, its employees and agents will 
not be liable for any injury (including death) to any persons or for damage to any property 
regardless of how such injury or damage was caused, sustained, or alleged to have been
sustained by Comcast or by others, including but not limited to all persons directly or indirectly
employed by Comcast, or any agents, contractors, or subcontractors of Comcast, as a result of
any condition (including existing or future defects in the Facility) or occurrence (including
failure or interruption of utility service) whatsoever related in any way to the Facility, or related
in any way to Comcast 's use of the Facility, except to the extent caused by or resulting from the
Owner's, it's employees, or contractor's willful misconduct or sole negligence.   In the event that
this Agreement is relative to the construction, alteration, repair, addition to, subtraction from,
improvement to, or maintenance of any building, highway, road, railroad, excavation, or other
structure, project, development, or improvement attached to real estate (specifically including
moving or demolition in connection therewith) and therefore subject to Section 4.24.115 of the
Revised Code of Washington, Comcast shall defend, indemnity and hold harmless the OWNER
from all losses to the extent caused, or alleged to be caused, by any negligent act or omission of
Comcast.  COMCAST agrees to defend and to hold and save the Owner harmless from all
claims, actions, damages, liabilities or reasonable expenses (including reasonable attorneys' fees,
court costs, and all reasonable expenses of litigation) in connection with any such items of actual
or alleged injury or damage occurring within the Facility during the period of Comcast's use
thereof, except to the extent such injury or damage is caused by or resulting from the sole
negligence of the Owner. Comcast agrees that the foregoing indemnity specifically covers
actions brought by its own employees, and thus Comcast expressly waives its immunity under
industrial insurance, Title 51, as necessary to effectuate this indemnity.  The obligations under
this Section shall survive the expiration or earlier termination of this Agreement. 
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 reasonable expenses, including reasonable attorneys' and
other professional fees, and court costs, 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 
13.             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: 
a.   General     Liability     Insurance. Comcast     and     any     a    uthorized
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 thereto.  The Port
shall also be an additional insured for completed operations.  The coverage form
shall  be  on  occurrence  basis  providing  not  less  than  two  million  dollars
($2,000,000) per occurrence and an annual aggregate of not less than four million
dollars ($4,000,000). The policy shall not contain any intra-insured exclusions as
between insured persons or organizations.   The Owner shall be submitted upon
Agreement inception a copy of the additional insured endorsement or applicable
policy language that validates the Owner has been added as an additional insured
for both ongoing an completed operations. 
b.  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. Such
insurance shall cover any "Auto" (i.e. owned, hired and non-owned) and shall be
on an occurrence basis providing single limit coverage in an amount not less than
one million dollars ($1,000,000) per occurrence. The policy shall not contain any
intra-insured exclusions as between insured persons or organizations. 
c.   Property Insurance. Comcast and any authorized contractors/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 the unique nature or age of the
improvements involved, such latter amount is less than full replacement cost).
The Owner shall be included as a Loss Payee on Comcast's property insurance
policy with respect to the Owner's interest in Alterations. 
d.  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-' or better and a financial
rating of 'A-VII '   or better, as set forth in the most current issue of "Best's
Insurance Guide." 
e.   Policies Primary; Deductibles. All insurance to be ca rried 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.
f.    Continuous Maintenance; Renewal. All policies of insurance required under this
Agreement shall be continuously maintained through the term of the Agreement.

Comcast shall deliver to Owner no less than ten days (10) following each
insurance  renewal,  evidence  of   insurance  required  under  this  Agreement
including all Certificates of Insurance, additional insured endorsements where
indicated and if needed any waivers of subrogation. 
g.  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. 
h.  No Limitation of Liability. The limits of insurance required by this Agreement or
as carried by COMCAST shall not limit the liability of Comcast nor relieve
Comcast of any obligation hereunder.
i.   Waiver of Subrogation. Without affecting any other rights or remedies, Comcast
(for itself and on behalf of anyone claiming through or under it by way of
subrogation or otherwise) hereby waives any rights it may have against the
Owner, its officers, 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. 
Comcast and any authorized contractors/subcontractors shall maintain insurance coverage
insuring against claims, demands or actions for personal injuries or death resulting from the use
or operation of the Facilities with limits of not less than Five Million Dollars ($5,000,000) any
one occurrence, in an aggregate amount of Ten Million Dollars ($10,000,000), and for damage to
property in an amount of not less than One Million Dollars ($1,000,000). Upon Owner's request,
prior to installation of the Facilities, and thereafter upon renewal of required policies, Comcast
and its authorized contractors/subcontractors shall provide a certificate of insurance to Owner,
naming Owner as an additional insured. 
14.      Assignment.  Comcast shall not assign or transfer this Agreement without the 
prior written consent of the Owner, which consent will not be unreasonably withheld or
conditioned or unduly delayed; except that, Comcast may, without obtaining Owner's
prior consent, make such assignment to: 
(a)      any parent, affiliate, or subsidiary of Comcast; or 
(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; provided that for any succeeding entity that doesn't qualify as a parent, affiliate, or
subsidiary of Comcast, Comcast must provide written notice of any assignment.

15.     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-of-way essential to serving the Property or Building, government order
or regulation or any other circumstances beyond the reasonable control of the Comcast. 
16.     Notice.  All notices, demands, requests or other communications given under this
Agreement shall be in writing and be given certified mail, return receipt requested, or
nationally recognized overnight courier service to the address set forth below or as may
subsequently in writing be requested. 
If to Owner:           Port of Seattle 
Attention: Aviation Properties 
P.O. Box 68727 
Seattle, WA 98168 
With a copy to:       Port of Seattle 
General Counsel 
P.O. Box 1209 
2711 Alaskan Way 
Seattle, WA 98111 
If to Comcast: Comcast Cable Communications Management, LLC 
15815 25th Ave West 
Lynnwood, WA 98087 
Attn: Business Services 
With a copy to:       Comcast Cable Communications, LLC 
One Comcast Center 
1701 JFK Blvd. 
Philadelphia, PA 19103 
Attn.: General Counsel 
17.     Governing  Law  and  Venue.   This  Agreement  shall  be  governed  by  and
construed under the laws of Washington State.  Venue shall be King County Superior
Court for state law issues. 
18.     Miscellaneous. This Agreement shall bind and benefit the parties and their
respective successors and assigns. No legal title or leasehold interest in the Property shall
be deemed or construed to have been created or vested in Comcast or assignee (even if
assignment is permitted by the Port).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
unenforceable, the validity  and enforceability of the remaining provisions of this
Agreement will not be affected or impaired. Each party represents to the other that the
person signing on its behalf has the legal right and authority to execute, enter into and
bind such party to the 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 
By:     ________________________ By: ________________________ 
Print:   ________________________ Print: ________________________ 
Title:    ________________________ Title:   VP Business Services

EXHIBIT "A" 
The Plans

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