CITY OF SEATTLE

ORDINANCE __________________

COUNCIL BILL __________________

AN ORDINANCE relating to the Seattle Center Department; authorizing execution of a right of entry agreement with Comcast Cable Communications Management, LLC and a license agreement with KCTS Television, to allow for access of conduit and installation of fiber optic cable and related equipment needed to provide various communication services at Seattle Center.

WHEREAS, the installation of innerducts, fiber optic cable, and related equipment within existing conduit will enable the provision of various communication services to Seattle Center facilities and tenants; and

WHEREAS, KCTS Television ("KCTS") owns conduit adjacent to certain portions of the Seattle Center campus; and

WHEREAS, contingent upon execution of the Right of Entry Agreement with Comcast Cable Communications Management, LLC ("Comcast"), KCTS has allowed the City to access and use KCTS's conduit to enable the provision of communication services at Seattle Center facilities; and

WHEREAS, Comcast will install, at its expense, innerducts, fiber optic cable and related equipment in both City and KCTS conduit; and

WHEREAS, the cooperative efforts of KCTS, Comcast and the City, and the granting of a non-exclusive license to access City conduit, will enable the provision of communication services to various Seattle Center tenants and facilities;

NOW, THEREFORE,

BE IT ORDAINED BY THE CITY OF SEATTLE AS FOLLOWS:

Section 1. The Director of Seattle Center ("Director") or his designee is hereby authorized to execute, on behalf of The City of Seattle, a right of entry agreement between the City of Seattle, Seattle Center Department and Comcast substantially in the form of the agreement attached hereto and identified as RIGHT OF ENTRY AGREEMENT BETWEEN THE CITY OF SEATTLE, SEATTLE CENTER DEPARTMENT AND COMCAST CABLE COMMUNICATIONS MANAGEMENT, LLC (Attachment 1), under which Comcast is granted a non-exclusive license to access a portion of City conduit at Seattle Center and install equipment to provide various communication services to the Seattle Center.

Section 2. The Director or his designee is hereby authorized to execute, on behalf of The City of Seattle, a license agreement between KCTS Television and the City of Seattle substantially in the form of the agreement attached hereto and identified as LICENSE AGREEMENT BETWEEN KCTS TELEVISION AND THE CITY OF SEATTLE (Attachment 2), under which the City is granted a non-exclusive license to use a portion of KCTS conduit so that Comcast can install equipment to provide various communication services to the Seattle Center.

Section 3. This ordinance shall take effect and be in force 30 days after its approval by the Mayor, but if not approved and returned by the Mayor within ten days after presentation, it shall take effect as provided by Seattle Municipal Code Section 1.04.020.

Passed by the City Council the ____ day of ________________________, 2012, and signed by me in open session in authentication of its passage this

_____ day of ___________________, 2012.

_________________________________

President __________of the City Council

Approved by me this ____ day of _____________________, 2012.

_________________________________

Michael McGinn, Mayor

Filed by me this ____ day of __________________________, 2012.

____________________________________

Monica Martinez Simmons, City Clerk

(Seal)

Attachment 1: Right of Entry Agreement between The City of Seattle, Seattle Center Department and Comcast Cable Communications Management, LLC

Attachment 2: License Agreement between KCTS Television and The City of Seattle

Kerry Smith CEN Comcast ROE ORD May 25, 2012 Version # 2

Attachment 1

RIGHT OF ENTRY AGREEMENT

between

The City of Seattle, Seattle Center Department and

Comcast Cable Communications Management, LLC

This Agreement is entered into this day of_________, 2012, by and between The City of Seattle ("City"), a Washington municipal corporation, by and through its Seattle Center Department ("Seattle Center") and Comcast Cable Communications Management, LLC, a Delaware limited liability company, on behalf of its affiliates (together, "Licensee") a Delaware limited liability company; (collectively "the Parties").

WHEREAS, the City is the owner of certain real property (the "Property") located at 301 Mercer Street in Seattle, King County, Washington; and

WHEREAS, Licensee wishes to install new fiber optic cable, coax, and related equipment necessary to provide various communication services to the Seattle Center and for its tenants occupying the Property (the "Customers"); and

WHEREAS, KCTS Television ("KCTS") owns four (4) 4" conduits under certain portions of the Seattle Center Campus adjacent to the Property; and

WHEREAS, by separate agreement, KCTS has allowed the City to access and use one of KCTS's 4" conduits for the purposes set forth herein; and

WHEREAS, the City owns a 4" conduit between the utility vault located approximately 100 feet south of the McCaw Hall main telecomm room and the McCaw Hall main telecomm room, and the City owns a 4" conduit between the McCaw Hall main telecomm room and the Exhibition Hall telecomm room, both of which Licensee also wishes to use in order to provide telecommunication services to the Customer; and

WHEREAS, the City hereby agrees to grant Licensee a nonexclusive license to access these 4" conduits, provided that Licensee install three (3) 1 1/4" innerducts within a portion of the conduits and one (1) 1 1/4" innerduct within another portion of the conduits, as specified herein; and

WHEREAS, the City also hereby agrees to grant Licensee a non-exclusive license to install new equipment in said conduit and several Seattle Center facilities adjacent to and/or underneath certain portions of the Property.

NOW, THEREFORE, in consideration of the mutual covenants, benefits and promises set out herein, the Parties agree as follows:

1. License

a. The City hereby grants Licensee the non-exclusive license and right to install, construct, replace, maintain, repair, operate, and remove, at Licensee's option and expense, certain fiberoptic cable, coax, wires, cables, conduit, lockboxes, building entrance facilities, and other appurtenant fixtures and equipment (the "Facilities"), in approximately 700 linear feet of existing 4" conduit (per 1.b, below) and approximately 25 square feet of space (the "Equipment Space"), over, under, across and along certain Seattle Center Buildings (collectively, the "Buildings"), for the purposes of providing communications services to the Customers. The Equipment Space and the Buildings are shown on Exhibit A, attached hereto.

b. The City also hereby grants Licensee non-exclusive access to one of the existing 4" conduits ("4" conduit") located between the KCTS vault at 4th Avenue North and Republican Streets and the McCaw Hall telecomm room (specific conduit to be designated by the City), and the existing 4" conduit between the McCaw Hall telecomm room and the Exhibition Hall telecomm room, also as shown on Exhibit A, attached hereto, for the purpose of providing communications services to the Customers.

c. Nothing in this License shall be construed to convey to the Licensee any property rights or to create any easement or any covenant or condition running with the Property or any further right other than as specifically provided herein.

d. The City reserves the right to utilize the Property on which the Facilities are

located for any lawful purpose. If the City installs any modifications or improvements over, across, along or under the Equipment Space or the 4" conduit, Licensee shall take all reasonable steps to preserve such modifications and improvements throughout the operation, maintenance, or removal of the Facilities.

e. Nothing in this Agreement shall be construed to require Licensee 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. However, if and when Licensee constructs, installs, and/or operates the Facilities, it shall do so in accordance with Section 2 herein.

2. Equipment

a. Licensee shall only have the right to use that Equipment Space and existing 4" conduits for the purposes identified in this Agreement. Licensee, at its expense, shall install a total of three (3) 1 1/4" innerducts within one of the 4" conduits from the KCTS vault to the McCaw Hall main telecomm room. One innerduct may be for Licensee's use for the purpose specified in paragraph 1.a, above. The second of these innerducts shall be made available for future use by the City. The third of these innerducts shall be made available for use by KCTS, for the purpose specified in paragraph 2.b., below. Licensee shall also install one (1) 1 1/4" innerduct in the 4" conduit from the McCaw Hall main telecomm room to the Exhibition Hall telecomm room, which shall be for its use for the purpose specified in paragraph 1.a, above. Licensee shall retain or replace the existing "pull string" in the 4" conduit between the McCaw Hall main telecomm room and the Exhibition Hall telecomm room. Licensee may request the right to install additional conduit, at its sole cost and expense, which request may be granted or withheld at City's sole discretion.

b. In addition to the Facilities described in paragraph 1.a., above, Licensee shall, at its expense, install a fiber optic hybrid cable containing 12 multimode strands and 12 single mode strands, which shall be supplied by the City, ("Fiberoptic Cable") between the equipment room (room 135) in KCTS's broadcast facility at 401 Mercer Street, and McCaw Hall's main telecomm room. Fiberoptic Cable shall be installed in the innerduct reserved for KCTS pursuant to paragraph 2.a. Licensee shall terminate four (4) multimode pairs and two (2) singlemode pairs of this Fiberoptic Cable in both the KCTS equipment room and the McCaw Hall main telecomm room, and shall leave unterminated pairs coiled and marked, all in an industry-standard professional manner. After Licensee's work is inspected and accepted by the City, Licensee shall have no further liability for the Fiberoptic Cable or its installation.

c. Licensee shall, at its expense, also remove and return to the City any abandoned City cabling in the 4" conduit it uses, as well as clean out accumulated dirt and debris in the conduit vaults, between KCTS and the utility vault 100 feet south of McCaw Hall's main telecomm room.

d. Licensee shall coordinate all installation, construction, repair, replacement, operation, maintenance and removal plans with Seattle Center prior to commencing same in order to minimize disruption to Seattle Center's activities. Licensee must obtain written permission from Seattle Center prior to any additions or construction. All approved installations and construction shall be performed by qualified contractors in accordance with plans and specifications approved in advance by Seattle Center and at no cost to the City. City shall supply, at Licensee's expense, an inspector from the City's Department of Information Technology, who will oversee the work of Licensee's contractor during the installation of the innerducts within the 4" conduits, and oversee Licensee's work in the Equipment Space.

e. Subject to Seattle Center's prior written approval, Licensee may install, at no cost to the City, additional utilities or improve the present utilities on the Property (including, but not limited to the installation of emergency power generators), solely as necessary for, and related to providing the communication services to the Customer, as described herein. Such installation or improvement of utilities shall not interfere with Seattle Center's use of the Property. Licensee shall pay any utility charges incurred due to Licensee's use of the Premises.

f. All installations by Licensee shall comply with all applicable laws, regulations, and ordinances of federal, state and local authorities.

g. Licensee shall not cause any damage to the Property in the exercise of its rights under this Agreement. In case of damage, Licensee shall either repair or pay all actual costs to repair such damages and to restore the damaged area of the Property to substantially its original condition normal wear and tear excepted. Licensee shall not obstruct or interfere with any other easements and encumbrances already on the Property.

3. Access

The schedule for construction and installation of the Facilities shall be coordinated with and subject to the approval of the Seattle Center Technical Facility Management Supervisor or his/her designee. Following installation and for the duration of this Agreement, Seattle Center shall allow Licensee access to the Property at all times for the foregoing purposes. Notwithstanding, access to the Facilities for operating, maintaining and repairing the same shall be prearranged through the Seattle Center Technical Facility Management Supervisor or his/her designee. Access within the Customer's leased or subleased space shall be as provided in the separate services agreement between Licensee and the Customer.

4. Permits and Preliminary Requirements

This Agreement is contingent upon Licensee obtaining and maintaining all certificates, permits, licenses and other approvals that may be required by any federal, state, or local authorities ("Governmental Approvals"). Licensee shall provide Seattle Center copies of all Governmental Approvals. Licensee shall, within five (5) business days, inform Seattle Center if any request for Governmental Approvals is rejected or if any certificate, permit, license, or approval issued to Licensee is canceled, expires, or is otherwise withdrawn or terminated

5. Consideration

a. The City has determined that enhanced telecommunications connectivity between KCTS's broadcast facility and various Seattle Center facilities has significant material value to the City. Therefore, in lieu of a License Fee, Licensee shall fulfill the obligations and requirements set forth in paragraphs 2 b. and c. herein, and shall reimburse the City for one thousand dollars ($1,000.00) of the cost of the Fiberoptic Cable within thirty (30) days of the City providing Licensee documentation of its related costs.

b. Licensee agrees to reimburse the Seattle Center for actual reasonable costs documented for construction related costs incurred by Seattle Center and the City directly associated with Licensee's installation of the Facilities in the Buildings, as provided for and described in 1.a and 2 a., b., and c., above., including, but not limited to the cost for the service of Department of Information Technology inspector, whose daily fee shall not exceed $240, plus tax. All payments due hereunder shall be sent to the attention of Seattle Center Accounts Receivable at the address shown in Section 13.

c. Interest on Past Due Obligations. Any amount due to the City under this Agreement and not paid when due shall bear interest at the rate of twelve percent (12%) per annum from the date due until paid. Payment of such interest shall not excuse or cure any default by Licensee under this Agreement.

6. Insurance

Licensee shall maintain commercial general liability and business auto (owned, non-owned and hired) insurance in an aggregate amount of $1,000,000, each, and name The City of Seattle as an additional insured on the certificate of insurance. Satisfactory evidence of insurance shall be provided to Seattle Center in the form of a certificate of insurance with The City of Seattle listed as an additional insured.

7. Term

This Agreement shall have an initial term of five (5) years commencing on the date first written above. If Licensee is not in default hereunder, beyond any applicable cure periods, this Agreement shall automatically renew for an additional three (3) periods of five (5) years each, upon the same terms and conditions stated herein. Notwithstanding the foregoing, if the relocation or removal of the Facilities is necessary due to any redevelopment of the Property by the City, the City shall have the right to require Licensee (at Licensee's expense) to relocate or remove the Facilities to the extent necessary for such redevelopment, upon at least one hundred twenty (120) days advance written notice to Licensee, provided that upon the completion of such redevelopment, Licensee shall continue have all of its rights under this Agreement, and this Agreement shall remain in effect for the remainder of the Term.

8. Termination

Except as otherwise agreed by Seattle Center, upon the expiration or termination of this Agreement, Licensee shall, at its sole cost and expense, remove the Facilities and Licensee's other personal property, if any, from the Property, and promptly repair all damage caused by such removal. Such removal and repairs shall be completed within sixty (60) days of the expiration or termination of this Agreement at Licensee's sole cost and expense, and shall be subject to Seattle Center's approval. Any property left on the Premises more than sixty (60) days after the expiration or termination of this Agreement shall be deemed to have been abandoned and to have become the property of Seattle Center, to dispose of as Seattle Center deems expedient and without further liability to Licensee, provided however that Licensee shall reimburse Seattle Center for all actual costs associated with such disposal. Licensee hereby waives all claims for damages that may be caused by Seattle Center taking possession of or removing Licensee's property as herein provided, and Licensee shall indemnify and hold Seattle Center and the City harmless therefrom.

9. Default

Licensee's failure to comply with any provision of this Agreement, which failure continues for thirty (30) days after written notice thereof by Seattle Center, shall constitute a default. In the event of a default, the City shall have the right to terminate this Agreement by written notice to Licensee.

10. Ownership of Facilities

All parts of Licensee's Facilities, with the exception of two (2) of the three (3) 1 1/4" innerducts within the 4" conduits from KCTS to McCaw Hall, located over, across, along and under the Property shall remain Licensee's personal property, and shall not be considered fixtures to the real estate or of the buildings located thereon. Except as otherwise agreed on by the Parties, no part of Licensee's Facilities (other than the two innerducts noted above, which shall be available exclusively for City use pursuant to Section 2. a. herein) shall be used at any time by or for the benefit of any party other than Licensee. The Facilities (with the exception of the two (2) innerducts noted herein) shall belong to Licensee and shall be there at the sole risk of Licensee, and Seattle Center 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 Seattle Center, its employees, or contractors. Licensee shall be solely responsible for any taxes or payments in lieu of taxes which may be assessed against or on account of all or any portion of the Facilities.

11. Environmental Laws

Licensee shall indemnify, hold harmless and defend the City from any claims, expenses, liabilities, actions, or damages (including reasonable outside attorneys fees) resulting from discharges, emissions, spills, storage or disposal of Hazardous Substances occurring during the term of this Agreement to the extent caused by Licensee or its agents or contractors, or any other action by the Licensee giving rise to City liability, civil or criminal, or responsibility under Federal, state or local environmental laws. This provision shall survive the expiration or termination of this Agreement, and Licensee's obligations hereunder shall apply whenever the City incurs costs or liabilities for Licensee's actions of those of its agents or contractors. Notwithstanding the foregoing, Licensee shall not be responsible for any costs or liabilities resulting from any discharge, spill, storage or disposal of a Hazardous Substance if the Hazardous Substance was brought onto the Property by the City or its employees or agents.

"Hazardous Substance" means any hazardous, toxic, or dangerous waste, substance or material, including petroleum products, or any contaminant, pollutant or chemical defined or identified in any environmental regulation as posing a potential risk to human health or the environment.

Licensee understands and agrees that flammable or Hazardous Substances, including explosives, petroleum products, paint, solvents, and resins, are not allowed on the Premises without the express written permission of the City. If written permission to store the preceding materials is granted by the City, disposal of such materials shall be in a legal manner by Licensee.

Prior to initiating any process requiring the use or storage of, or generating, on or adjacent to the leased premises, Hazardous Substances, Licensee covenants and agrees to obtain the City's prior approval. The City may consider approving the specific use, but only after Licensee demonstrates to the satisfaction of the City that Licensee has all necessary permits for operation and a Hazardous Substances emergency response plan.

Licensee agrees to cooperate in any environmental audits conducted by the City's staff or independent third parties. If Licensee fails to take remedial measures for actions for which Licensee would be liable under this Agreement within ninety (90) days after notice of the same, the City may elect to perform such work, and Licensee covenants and agrees to reimburse the City for its actual costs associated with the City's work.

The indemnities, other duties, and obligations provided for in this Section shall survive the expiration or termination of this Agreement.

12. Indemnification

a. The City shall not be liable to Licensee, in law or in equity, and Licensee hereby releases and agrees to hold the City harmless from any damages to Licensee's Facilities or for damages relating to the interruption of service or interference with the operation of Licensee's Facilities.

b. Licensee shall indemnify and hold the City harmless from all claims, actions, damages and expenses arising or that may arise in the future out of or resulting from Licensee's use of the Property or the Buildings or the conduct of its business or from any activity, work or thing done, permitted or suffered by Licensee in or about the Property or the Buildings, except for damages arising from the gross negligence or willful misconduct of the City, its employees, or contractors. If any suit based upon such claims, actions, damages, or expenses is brought against the City, Licensee, upon notice of the commencement thereof, shall defend the same by counsel reasonably satisfactory to the Licensee at Licensee's sole cost and expense (provided that the City shall have the right to appear in and defend any such action by its own counsel).

This indemnification obligation shall include, but is not limited to, all claims against the City by any employee or former employee of Licensee and Licensee expressly waives all immunity and limitations on liability under any industrial insurance act, other worker's compensation act, disability benefit act, or other employee benefit act of any jurisdiction which would otherwise be applicable in the case of such a claim.

Any liability of Licensee hereunder for acts or omissions occurring during the term of this Agreement, or arising under any indemnity provision of this Agreement, shall survive termination and surrender (whether or not any claim giving rise to such liability shall have accrued).

13. Notice

All notices or other instruments pertaining to this License shall be in writing and shall be sent by certified mail, return receipt requested, or by nationally recognized overnight courier service, to the addresses set forth below:

City: Robert Nellams

Director

Seattle Center

305 Harrison Street

Seattle, Washington 98109

Licensee: Comcast Cable Communications Management, LLC

410 Valley Avenue NW

Puyallup, WA 98371

Attn: Business Services

With a copy to: Comcast Cable Communications, LLC

Attn: General Counsel

One Comcast Center

1701 John F. Kennedy Blvd.

Philadelphia, PA 19102

Such address may be changed upon five (5) days written notice thereof given to the other Party.

14. Relationship

In no event shall the City be construed or held to have become in any way or for any purpose a partner, associate, or joint venturer of Licensee or any party associated with Licensee in the conduct of Licensee's business or otherwise. This Agreement does not make Licensee the agent or legal representative of the City for any purpose whatsoever.

15. Authority

Each Party represents and warrants that it has full power and authority to enter into and perform this Agreement, and that the person signing this Agreement on behalf of each Party has been properly authorized and empowered to do so. Each Party further acknowledges that the terms of this Agreement have been completely read and are fully understood and voluntarily accepted.

16. Assignment

Licensee shall not assign or transfer this Agreement without the written consent of the City, which consent will not be unreasonably withheld or conditioned or unduly delayed; except that, upon written notice to the City, Licensee may, without obtaining City's prior consent, make such assignment to:

(a) any parent, affiliate, or subsidiary of Licensee; or

(b) any entity which succeeds to all or substantially all of Licensee's assets or ownership interests, or the cable system operated by Licensee (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 Licensee (or its affiliate or subsidiary) for the municipality in which the Property is located.

17. 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.

18. Miscellaneous

a. This Agreement, together with the attached Exhibit A, constitutes the entire agreement and understanding of the Parties, and supersedes all offers, negotiations and other agreements. There are no representations or understandings of any kind between the Parties not set forth herein. Any amendments to this Agreement must be in writing and executed by both Parties.

b. This License shall be construed in accordance with the laws of the State of Washington. Venue for any action hereunder shall be in King County, Washington.

c. If any term of this License is found to be void or invalid, such invalidity shall not affect the remaining terms of this License, which shall continue in full force and effect.

d. This Agreement shall bind and benefit the parties and their respective successors and assigns.

19. Force Majeure

The Parties shall not be liable to each other for failure to perform its obligations hereunder due to acts of God, the failure of equipment or facilities not belonging to Licensee (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 Licensee.

IN WITNESS WHEREOF, the Parties hereto have caused this License to be duly executed as of the date first mentioned above.

CITY:

THE CITY OF SEATTLE

Seattle Center

Robert Nellams

Director

LICENSEE:

Comcast Cable Communications Management, LLC

By: ________________________

Print: ________________________

Title: ________________________

STATE OF WASHINGTON )

) ss.

COUNTY OF KING )

I certify that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged that he/she signed this instrument, on oath stated that he/she was authorized to execute the instrument and acknowledged it as the of The City of Seattle, Seattle Center Department, to be his/her free and voluntary act for the uses and purposes mentioned in the instrument.

DATED this day of , 2012.

NOTARY PUBLIC residing at

, Washington.

My appointment expires .

STATE OF WASHINGTON )

) ss.

COUNTY OF KING )

Comcast Cable Communications Management LLC.

__________________________________________

By: _______________________________________

Its: _______________________________________

I certify that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged that he/she signed this instrument, on oath stated that he/she was authorized to execute the instrument and acknowledged it as the of ____________, to be his/her free and voluntary act for the uses and purposes mentioned in the instrument.

DATED this day of , 2012.

NOTARY PUBLIC residing at

, Washington.

My appointment expires .

Kerry Smith CEN Comcast ROE ORD ATT 1 July 3, 2012 Version 2

Attachment 2

LICENSE AGREEMENT

Between

KCTS TELEVISION

And

THE CITY OF SEATTLE

THIS LICENSE AGREEMENT (the "Agreement") is made and entered into this ___ day of ____________, 2012, by and between KCTS Television, a Washington nonprofit corporation, (the "Licensor"), and The City of Seattle, a Washington municipal corporation (the "Licensee").

1. Grant. Licensor hereby grants to Licensee or its contractors or agents (i) a non-exclusive license to use one of the four 4" conduits owned by Licensor that runs between Licensor's vault at 4th Avenue North and Republican Streets and the vault approximately 100 feet south of the McCaw Hall main telecomm room at Seattle Center, which conduit run is approximately 600 linear feet (the "Conduit"), as shown on Exhibit A attached hereto and incorporated herein by reference; and (ii) a non-exclusive right to install, construct, replace, maintain, repair, operate, and remove, at Licensee's option and expense, three 1 1/4" innerducts within a portion of Licensor's Conduit (the "Innerducts").

2. Access . Licensor shall allow Licensee or its contractors or agents access to the Conduit at all times, twenty four (24) hours per day, seven (7) days per week, for the foregoing purposes.

3. Installation. Construction of the Innerducts shall be performed in a manner consistent with generally accepted construction standards. Licensee or its contractors or agents shall remove any existing cabling from the Conduit, and return it to Licensor. Licensee shall notify Licensor of the date and time such construction is scheduled to begin, and shall notify, or have its contractor or agent notify, Licensor upon completion of the construction of the Innerducts.

4. Licensee Obligations. Licensee shall comply with all applicable laws. Licensee shall keep the Conduit in good order and repair, and shall promptly repair all damage to the Conduit caused by Licensee, other than ordinary wear and tear. The Innerducts shall belong to Licensee, shall be there at the sole risk of Licensee, and Licensor shall not be liable for damage thereto or loss thereof, except in the event of Licensor's gross negligence or willful misconduct.

5. Term. The Term of this Agreement shall be five (5) years, commencing on the date set forth above. The Licensee shall have the right to renew this Agreement for up to three (3) additional five year terms. Licensee shall provide written notice to Licensor of its intent to renew the Agreement at least sixty (60) days prior to the expiration of this Agreement.

6. Consideration. In exchange for Licensee's use of Licensor's Conduit, Licensee shall:

(a) Install, in one of the three (3) Innerducts installed and owned by Licensee, a 12pair hybrid multimode/singlemode fiberoptic cable provided and owned by Licensor (the "Fiberoptic Cable") between Licensor's main equipment room ("Room 135") in Licensor's broadcast facility at 401 Mercer Street and the McCaw Hall main telecomm room, and a wall-mount fiber connector panel in each of these locations, for Licensor's exclusive use. The Fiberoptic Cable shall be installed in an industrystandard professional manner; and

(b) Terminate four (4) multimode pairs and two (2) singlemode pairs of the Fiberoptic Cable on the wall-mount fiber connector panels in both Room 135 and the McCaw Hall main telecomm room (connectors shall be SC type connectors), and leave the unterminated pairs coiled and marked, in an industry-standard professional manner; and

(c) Subject to the prior written approval of the Seattle Center Director for each project or event, allow Licensor to access and use certain, limited fiberoptic cable infrastructure owned by Licensee, as may be located between the McCaw Hall main telecomm room and any other Seattle Center facility, for projects or events of a limited duration involving Seattle Center programs and/or Seattle Center Resident Tenants; and

(d) Reimburse Licensor for $1,000.00 of the cost of the Fiberoptic Cable, within thirty (30) days after receipt from Licensor documenting Licensor's cost to purchase it.

7. Insurance . Licensee shall maintain in full force and effect, at its own expense, self insurance or other insurance covering claims and risks of loss from perils that can be insured against under Commercial General Liability insurance policies in conjunction with any work performed by the City or its employees. Licensee has provided evidence of the same to Licensor. In addition, Licensee shall require that any third party who performs work or services on the Conduit or Innerducts shall maintain Commercial General Liability insurance in an aggregate amount of $1,000,000.

8. Contingency. This Agreement is contingent upon the execution of a Right of Entry Agreement between Licensee and Comcast Cable Communications Management, LLC, in substantially the form attached hereto as Attachment 1 ("Right of Entry"), no later than three (3) months after the date of this Agreement. In the event the Right of Entry is not finalized and executed within three (3) months, this Agreement shall automatically terminate and the parties shall have no further rights or obligations under it.

9. Authority. Each party represents and warrants that it has full power and authority to enter into and perform this Agreement, and that the person signing this Agreement has been properly authorized and empowered to do so.

10. Notices. All notices under this Agreement shall be written and given by certified mail, return receipt requested, or nationally recognized overnight courier service, to the respective address set forth below (or as may subsequently be provided):

If to Licensor: KCTS Television

401 Mercer Street

Seattle, WA 98109

Attention: Legal Affairs Manager

If to Licensee: Director, Seattle Center

305 Harrison Street

Seattle, WA 98109

11. Relationship . In no event shall Licensor be construed or held to have become in any way or for any purpose a partner, associate, or joint venture of Licensee or any party associated with Licensee in the conduct of Licensee's business or otherwise. This Agreement does not make Licensee the agent or legal representative of Licensor for any purpose whatsoever.

12. Assignment/Sublicense . Other than the Right of Entry attached hereto as Attachment 1, Licensee shall not assign or transfer this Agreement or sublicense the use and/or the rights granted under this Agreement without the written consent of Licensor, which consent will not be unreasonably withheld, conditioned or delayed.

13. Miscellaneous.

(a) This Agreement and Exhibit A hereto, constitute the entire agreement and understanding of the parties, and supersedes all offers, negotiations and other agreements. There are no representations or understandings of any kind between the parties not set forth herein. Any amendments to this Agreement must be in writing and executed by both parties.

(b) This Agreement shall be construed in accordance with the laws of the State of Washington. Venue for any action hereunder shall be in King County, Washington.

(c) If any term of this Agreement is found to be void or invalid, such invalidity shall not affect the remaining terms of the Agreement, which shall continue in full force and effect.

(d) This Agreement shall bind and benefit the parties and their respective successors and assigns.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first mentioned above.

Licensee: Licensor:

City of Seattle KCTS Television

By: ________________________ By: ________________________

Name: ________________________ Name: ________________________

Title: ________________________ Title: ________________________

Kerry Smith CEN Comcast ROE ORD ATT2 May 3, 2012 Version 1

Exhibit A to Attachment 2