Loading...
HomeMy WebLinkAboutC_Boeing_Agreement_Southport_Banner_080504_v1.pdfLICENSE AGREEMENT THIS LICENSE AGREEMENT ("License"), is made and entered into this day of May, 2018, by and between The Boeing Company, a Delaware corporation ("Licensor"), and Office at Southport, LLC ("Licensee"). For and in consideration of the mutual benefits to be derived and other valuable consideration the sufficiency of which is hereby acknowledged, the parties hereby agree as follows. THE LICENSE Licensor does hereby grant to Licensee a non-exclusive license to use, subject to the terms and conditions of this License the real property commonly known as Northwest corner of the intersection of Lake Washington Blvd. North and NE Park Dr., Renton, Washington and depicted or described in Exhibit A (the "Licensed Property"), such property to be used by Licensee solely for the purposes described in Section 2 of this License. This License does not constitute an interest in real property, and Licensor shall not be deemed to have granted, conveyed, or transferred an interest in the Property to Licensee by reason of the execution and delivery of this License or the performance by either party of its obligations under this License. Licensee hereby accepts this License and agrees that Licensee's use of the Licensed Property shall conform to the terms and conditions of this License. The license granted by this License is personal to Licensee and may not be assigned or sublicensed by Licensee in any way. Licensee shall not grant permission to any other person or entity to use the Licensed Property. 2. USE; LICENSEE'S WARRANTIES AND REPRESENTATIONS 2.1 Licensee's Use. Licensee shall use the Licensed Property solely forthe installation, maintenance, and removal of temporary banner signage as depicted or described on Exhibit B ("Approved Signs", subject to the following limitations: (a) Licensee shall use the Licensed Property in common with Licensor and all other licensees and tenants of Licensor. (b) Licensee shall exercise all reasonable efforts to assure any activities on the Licensed Property pursuant to this License shall not result in any damage or injury to the Licensed Property. Licensee shall be responsible for any damage arising from the activity of Licensee on the Licensed Property in the exercise of the rights of Licensee hereunder, and shall repair such damage or, in lieu thereof if mutually agreed by Licensor and Licensee, make a cash settlement therefor. 10_SECO Banner Sign License - redline vs proforma.doex Page 1 of 15 (c) Licensee shall not make any improvements or alterations to the Licensed Property. Licensee shall hold Licensor and the Licensed Property harmless from and against any liens of contractors, subcontractors, or other persons supplying goods, services, equipment, materials, or labor to or on behalf of Licensee at the Licensed Property. At the request of Licensor, Licensee shall discharge any such liens. (d) In its use of the Licensed Property, the Licensee shall not violate any applicable law, ordinance, deed, restriction or regulation affecting the Licensed Property or any part thereof. Licensee is solely responsible for obtaining all necessary permits, licenses, and approvals required from any governmental authority or agency and shall conduct its business at the Licensed Property strictly in conformance with all requirements of any applicable permits, licenses, and approvals. (e) Licensee has been advised by Licensor that the following activities are among those prohibited on Licensor's property, including the Licensed Property: use of tobacco products of any kind; possession and/or consumption of alcoholic beverages; possession and/or use of firearms or explosives; possession and/or use of controlled substances and related paraphernalia. Licensee shall ensure that its employees, invitees, and/or visitors who use or enter the Licensed Property do not contravene these prohibitions and shall take such additional steps to enforce such prohibitions as Licensor shall reasonably request from time to time. (f) Licensee shall ensure that there is no use of any device to capture photographic or video images (film or digital), including but not limited to the camera or video modes of cellular phones or other communication devices, by Licensee or Licensee's employees, invitees, contractors, or any person under Licensee's direction or control while present at any time on the Licensed Property, unless specifically authorized by Licensor as evidenced by the issuance by Licensor of a camera permit; (g) Licensee may erect signs or barricades on the Licensed Property only with the prior written consent of Licensor, which Licensor may withhold in its sole discretion. Any signs or barricades allowed by Licensor shall be removed by Licensee at the termination of this License. (h) Licensee will not conduct any fueling, maintenance, or repair activity of any kind on any vehicles or other equipment on the Licensed Property. Licensee will not conduct any washing or cleaning of vehicles or any other equipment on the Licensed Property. 2.2 Licensee's Warranties and Representations. Licensee hereby warrants and represents to Licensor that Licensee has adopted, or will adopt prior to entering onto the 10_SECO Banner Sign License - redline vs proforma.docx Page 2 of 15 Licensed Property, a written health and safety plan applicable to its activities on the Licensed Property and that all operations and activities on the Licensed Property of Licensee, its employees, contractors, subcontractors, and agents will be conducted pursuant to such written health and safety plan and in compliance with applicable health and safety laws and regulations. Licensee acknowledges that Licensor has not required Licensee to submit such written health and safety plan to Licensor and further acknowledges that Licensor has no obligation to receive, review, approve, or endorse said written health and safety plan. Licensee agrees that, in the event that Licensor requests Licensee's written health and safety plan, Licensee shall provide such written health and safety plan to Licensor within a reasonable period of time not to exceed 48 hours. 3. TERM This License shall commence on April 1, 2018 (the "Commencement Date") and shall continue (unless sooner terminated pursuant to this License) until September 30, 2019. The date on which this License shall terminate is referred to here as the "Termination Date" and the period of time commencing on the Commencement Date and ending on the Termination Date is referred to here as the "Term". Either party may terminate this License at any time by giving no less than thirty (30) day's prior written notice of such termination to the other party, stating in such notice the date on which such termination shall be effective. 4. LICENSE FEE The License is granted without charge. SERVICES AND UTILITIES Licensor shall have no responsibility to provide any services or utilities to the Licensed Property. Licensee is responsible, at its sole risk and expense, to supply all services in connection with Licensee's use of the Licensed Property. Licensee shall pay when due all charges for utilities and other services provided to or on behalf of Licensee at the Licensed Property. 6. CONDITION; "AS IS"; DISCLAIMER 6.1 Warranty. Licensor warrants that it is the owner or lessee of the Licensed Property and that Licensor has the power and right to grant the License hereunder to Licensee. 6.2 DISCLAIMER AND RELEASE. EXCEPT FOR THE WARRANTY IN PARAGRAPH 6. 1, THE LICENSED PROPERTY, AND ALL OTHER GOODS OR SERVICES PROVIDED OR TO BE PROVIDED IN CONNECTION WITH THIS CONTRACT ARE BEING PROVIDED TO THE LICENSEE "AS IS, WHERE IS" WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY 10_SECO Banner Sign License - redline vs proforma.docx Page 3 of 15 KIND. THE WARRANTIES, OBLIGATIONS AND LIABILITIES OF LICENSOR AND ANY LICENSOR PARTY AND THE REMEDIES OF THE LICENSEE SET FORTH IN THIS CONTRACT ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND LICENSEE HEREBY WAIVES, RELEASES AND RENOUNCES ALL OTHER WARRANTIES, OBLIGATIONS AND LIABILITIES OF LICENSOR AND ANY LICENSOR PARTY AND ALL OTHER RIGHTS; CLAIMS AND REMEDIES OF THE LICENSEE AGAINST LICENSOR OR ANY LICENSOR PARTY, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY NONCONFORMANCE OR DEFECT IN THE LICENSED PROPERTY, ANY SERVICES, OR ANY OTHER ITEM PROVIDED UNDER THIS CONTRACT, INCLUDING BUT NOT LIMITED TO: 6.2.1 ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS; 6.2.2 ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE; 6.2.3 ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF ANY PARTY (WHETHER ACTIVE, PASSIVE OR IMPUTED); AND 6.2.4 ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OF OR DAMAGE TO ANY PROPERTY. EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES. NEITHER LICENSOR NOR ANY LICENSOR PARTY SHALL HAVE ANY OBLIGATION OR LIABILITY TO LICENSEE, WHETHER ARISING IN CONTRACT (INCLUDING WARRANTY), TORT (INCLUDING ACTIVE, PASSIVE OR IMPUTED NEGLIGENCE) OR OTHERWISE, FOR LOSS OF USE, REVENUE OR PROFIT OR FOR ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES. 6.3 Waiver of Claims for Damage to Licensee's Property. Without limiting the generality of any other provision of this Article 6, Licensee does hereby release Licensor and any Licensor Party from, and waive, Licensee's entire claim of recovery for loss of or damage to property arising out of or incident to fire, lightning or any other perils normally included in an "all risk" property insurance policy when such property is located on the Licensed Property, or the Boeing Renton site, whether or not such loss or damage is due to the negligence of Licensor, any Licensor Party, or their respective agents, employees, guests, licensees, invitees or contractors. 10_SECO Banner Sign License - redline vs proforma.docx Page 4 of 15 6.4 Waiver of Subrogation. Licensee shall cause its insurance carriers to waive all rights of subrogation against Licensor to the extent of Licensee's undertakings set out in this Article 6. 6.5 Definition. "Licensor Party" means The Boeing Company, a Delaware corporation, any entity owned or controlled by The Boeing Company, and any director, officer, employee, agent, contractor, or invitee of any of the foregoing (other than Licensee, its directors, officers, employees, agents, contractors, and invitees) and their successors and assigns. 7. MAINTENANCE Licensee, at Licensee's sole cost and expense, shall be responsible throughout the Term for preventing damage to the Licensed Property as a result of the use of the Licensed Property by Licensee. 8. LICENSOR'S ACCESS Licensor shall have the continuing right of access to the Licensed Property PROVIDED that Licensor shall not interfere with Licensee's use of the property, so long as Licensee is not in default hereunder. 9. CONDITION AT SURRENDER At the termination of the Term of this License, Licensee shall surrender the Licensed Property to Licensor in the same condition as at the Commencement Date, including replacing all underground utilities, excepting normal wear and tear, casualty, condemnation, and alterations permitted by Licensor, and damage caused by other tenants or licensees of Licensor. 10. INDEMNIFICATION AND INSURANCE A. Indemnity. Licensee will indemnify, defend, and hold harmless, Licensor and every Licensor Party (as defined in Section 6.5) (hereinafter "Indemnitees") from and against all actions, causes of action, liabilities, claims, suits, penalties, fines, judgments, liens, awards and damages of any kind whatsoever (hereinafter "Claims"), for injury to or death of any person (including without limitation claims brought by employees or invitees of Licensee or employees or invitees of any Contractor of Licensee (hereinafter "Contractor")) or damage to or loss of any property or clean up of any discharge or release by Licensee or any Contractor, and expenses, costs of litigation, and reasonable attorneys' fees related thereto, or incident to establishing the right to indemnification, to the extent such Claims arise out of or are in any way related to this License or the presence on the Licensed Property by Licensee, any Contractor or their respective employees or invitees. Licensee 10_SECO Banner Sign License - redline vs proforma.docx Page 5 of 15 expressly waives any immunity under industrial insurance whether arising from Title 51 of the Revised Code of Washington or any other statute or source, to the extent of the indemnity set forth in this paragraph. In the event that Licensee is successful in proving that the foregoing indemnity is limited by RCW 4.24.115, Licensee shall defend, indemnify and hold harmless the Indemnitees to the full extent allowed by RCW 4.24.115. In no event shall Licensee's obligations hereunder be limited to the extent of any insurance available to or provided by Licensee. Licensee shall require each Contractor who desires access to the Licensed Property to provide an indemnity, enforceable by and for the benefit of the Indemnitees, to the same extent required of the Licensee. B. Insurance Policies. Licensee shall, at its own cost and expense, carry and maintain, and shall ensure that any Contractor carries and maintains during the Term of this License, Commercial General Liability Insurance with available limits of not less than One Million Dollars ($1,000,000) per occurrence for bodily injury, including death, and property damage combined, One Million Dollars ($1,000,000) general aggregate. Such insurance shall be in a form and with insurers acceptable to Licensor and shall contain coverage for all premises and operations, broad form property damage and contractual liability (including without limitation, that specifically assumed herein). Any policy which provides the insurance required under this paragraph shall: (a) be endorsed to name The Boeing Company and its subsidiaries and their respective directors, officers, employees, agents, attorneys and assigns" as additional insureds (hereinafter "Additional Insured") with respect to any liability arising out of Licensee's presence on the Licensed Property, (b) be endorsed to be primary to any insurance maintained by The Boeing Company, (c) contain a severability of interest provision in favor of the Additional Insured and (d) contain a waiver of any rights of subrogation against the Additional Insured. A certificate evidencing such insurance coverage shall be delivered to Licensor not less than fifteen (15) days prior to the commencement of the Term. Such certificate of insurance will provide for fifteen (15) days advance notice in the event of cancellation. If licensed vehicles will be used in connection with this License, Licensee shall carry and maintain, and shall ensure that any Contractor who uses licensed vehicles in connection with this License carries and maintains, Automobile Liability insurance covering all vehicles, whether owned, hired, rented, borrowed or otherwise, with limits of liability of not less than One Million Dollars ($1,000,000) per occurrence combined single limit for bodily injury and property damage. Licensee shall cover or maintain, and shall ensure that any Contractor covers or maintains, insurance in accordance with the applicable laws relating to workers' compensation, with respect to all of their respective employees working on or 10_SECO Banner Sign License - redline vs proforma.docx Page 6 of 15 about the Licensed Property, regardless of whether such coverage of insurance is mandatory or merely elective under the law. 11. INTENTIONALLY OMITTED 12. ENVIRONMENTAL MATTERS A. Definitions. As used herein, the term "Hazardous Substances" means any hazardous, toxic, chemical, or dangerous substance, pollutant, contaminant, waste or material, including petroleum, which is regulated under any and all federal, state, or local statute, ordinance, rule, regulation, or common law relating to chemical management, environmental protection, contamination, or cleanup including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 as amended (42 U.S.C. § 9601 et seq.), the Resource Conservation and Recovery Act as amended (42 U.S.C. § 6901 et seq.) or any other federal, state, county, or city law, or any other ordinance or regulation existing or which may exist. B. Compliance with Laws and Requirements. Except as otherwise agreed by Licensor in writing, Licensee shall be solely responsible at its expense for obtaining any permits, licenses or approvals, and for preparing, maintaining and submitting any records or reports, as required under applicable Environmental Laws and Requirements for its operations hereunder. Licensee shall comply with any and all Environmental Laws and Requirements and shall not cause, permit or allow the presence of and shall not generate, release, store, or deposit any Hazardous Substances on or about the Licensed Property in violation of any Environmental Laws and Requirements, or in a manner which may give rise to liability for environmental cleanup, damage to property, or personal injury to Licensor, or any other person. Licensee shall not release any Hazardous Substances into the soil, water (including groundwater) or air of the Licensed Property or onto any other adjoining property in violation of Environmental Laws and Requirements, or in a manner which may give rise to liability for environmental cleanup, damage to property, or personal injury to Licensor or any other person. In the event of a spill or other release of Hazardous Substances caused by Licensee, its agents, employees, contractors or invitees at or from the Licensed Property, Licensee shall undertake immediate response as required by law, including but not limited to reporting to appropriate agencies, and shall notify Licensor of same as soon as possible. As used herein the term "Environmental Laws and Requirements" means any and all federal, state, local laws, statutes (including without limitation the statutes referred to in the first paragraph of this Paragraph 12 (B) above), ordinances, rules, regulations and/or common law relating to environmental protection, 10_SECO Banner Sign License - redline vs proforma.docx Page 7 of 15 contamination, the release, generation, production, transport, treatment, processing, use, disposal, or storage of Hazardous Substances, and the regulations promulgated by regulatory agencies pursuant to these laws, and any applicable federal, state, and/or local regulatory agency -initiated orders, requirements, obligations, directives, notices, approvals, licenses, or permits, including but not limited to those for the reporting, investigation, cleaning, or remediation of Hazardous Substances on the Licensed Property. C. Remediation. Should Licensee fail to perform any of its obligations pursuant to this License or to any and all Environmental Laws and Requirements, Licensee shall at its own expense promptly remedy such noncompliance. Licensee shall at its own expense remove or remediate any unsafe condition that Licensee has caused to occur and clean up or remediate any Hazardous Substance which Licensee has caused to be released at or from the Licensed Property. Should Licensee fail so to do, Licensor shall have the right, but not the duty, to enter the Licensed Property personally or through its agents, consultants, or contractors to perform the same. Further, Licensee shall hold Licensor harmless from any losses, including claims of third parties, resulting from any noncompliance with Environmental Laws and Requirements, or from any unsafe condition or release of Hazardous Substances caused by Licensee. D. Documentation and Right to Inspect. Licensee shall provide copies to Licensor of any reports regarding its operations at the Licensed Property which are submitted to governmental agencies pursuant to any Environmental Laws and Requirements. Licensee shall also make available to Licensor upon request all permits and approvals, and all records maintained by Licensee pursuant to any Environmental Laws and Requirements. During the Term of this License, Licensor and/or its agents or employees shall have the right to periodically inspect the Licensed Property at reasonable times to confirm that Licensee is in compliance with the terms of this License, including compliance with any and all Environmental Laws and Requirements. Further, if Licensor at any time should have any cause to believe that any Hazardous Substances are or at any time during the term of this License have been released at or from the Licensed Property without strict compliance with all Environmental Laws and Requirements or in a manner which may give rise to liability for environmental cleanup, damage to property, or personal injury to Licensor or any other person, Licensor shall have the right at its discretion, but not the duty, to enter, at any reasonable time, and conduct an inspection of the Licensed Property including invasive tests to determine whether, and the extent to which, Hazardous Substances have been released. Licensee hereby grants to Licensor, and its employees, agents, employees, consultants, and contractors the right to enter the Licensed Property upon reasonable notice to Licensee and to perform such tests on the Licensed Property as are reasonably necessary in the opinion of Licensor to 10_SECO Banner Sign License - redline vs proforma.docx Page 8 of 15 conduct such investigations. Licensor may retain any independent qualified professional consultant to enter the Licensed Property to conduct such inspections. Such consultant's reasonable fee shall be payable by Licensee if such consultant determines that Licensee's activities constitute a material violation of Environmental Laws and Requirements or have resulted in the release of Hazardous Substances into the environment which may give rise to liability for environmental cleanup, damage to property, or personal injury to Licensor or any other person; otherwise such fee shall be payable by Licensor. E. Indemnification. Licensee shall indemnify, hold harmless, and defend Licensor, and its directors, officers, employees, agents, assigns, and attorneys from any and all claims, losses, damages, response costs, and expenses arising out of or in any way relating to the violation of any Environmental Laws and Requirements, or to the generation, release, storage, deposit or disposal of Hazardous Substances, to the extent caused by Licensee, its agents, employees, contractors and invitees at any time during the term of this License, including but not limited to: (1) claims of third parties, including governmental agencies, for damages (including personal injury and/or property damage), response costs, fines, penalties, injunctive or other relief; (2) the cost, expense, or loss to Licensor of any injunctive relief, including preliminary or temporary injunctive relief, applicable to the Licensor or the Licensed Property; and (3) the expense of reporting the existence of Hazardous Substances to any agency of any state government or the United States as required by applicable laws or regulations, before and after any trial or appeal therefrom whether or not taxable as costs; all of which shall be paid by Licensee when accrued. 13. DEFAULT OF LICENSEE The following shall constitute events of default by Licensee: (a) Intentionally omitted (b) Licensee's failure to maintain in force or pay the premium for any policy of insurance required to be obtained or maintained by Licensee pursuant to this License; or (c) Any default by Licensee of its obligations under Section 12 (Environmental Matters); or (d) Licensee's failure to observe and perform any other provision, term or condition in this License within thirty (30) days after Licensor delivers written notice of the failure to Licensee, or if the cure cannot reasonably be concluded within thirty (30) days, then if Licensee fails to 10_SECO Banner Sign License - redline vs proforma.docx Page 9 of 15 commence to cure the failure within such thirty (30) day period and thereafter proceed diligently to complete the cure. 14. REMEDIES OF LICENSOR A. Termination and Removal by Licensor. In the event of a Licensee default, Licensor may in addition to all other legal or equitable remedies, (a) terminate this License and Licensee's right to possession of the Licensed Property by delivering written notice of termination to Licensee, and that action shall concurrently terminate the rights of Licensee under this License, or (b) with or without terminating this License, re-enter the Licensed Property by summary proceedings, proceedings in unlawful detainer, eviction, or otherwise, and may dispossess Licensee. B. Payment of Costs. Licensee agrees to be liable for and to pay Licensor all costs incurred by Licensor in connection with the enforcement of Licensor's rights hereunder, including the reasonable fees and disbursements of Licensor's attorneys. Such liability shall survive the termination of this License, the re-entry into the Licensed Property by Licensor, and the commencement of the action to secure possession of the Licensed Property. All amounts not paid to Licensor when due shall bear interest at the annual rate of twelve percent (12%) or, if less, the maximum rate permitted by law. 15. ENFORCEMENT A. Nonwaiver. No failure by either party to insist upon the strict performance of any agreement, term, covenant or condition hereof or to exercise any right or remedy consequent upon a breach thereof, and no acceptance of full or partial rent by Licensor during the continuance of any such breach, shall constitute a waiver of any such breach or of such agreement, term, covenant, or condition. No agreement, term, covenant, or condition hereof to be performed or complied with by either party, and no breach thereof, shall be waived, altered or modified except by a written instrument executed by the parties. No waiver of any breach shall affect or alter this License, but each and every agreement, term, covenant and condition hereof shall continue in full force and effect with respect to any other then existing or subsequent breach thereof. B. Remedies Cumulative. Each right and remedy provided for in this License shall be cumulative and shall be in addition to every other right or remedy provided for in this License or now 10_SECO Banner Sign License - redline vs proforma.docx Page 10 of 15 or hereafter existing at law or in equity or by statute or otherwise, and the exercise or beginning of the exercise by either party of any one or more of the rights or remedies provided for in this License or now or hereafter existing at law or in equity or by statute or otherwise shall not preclude the simultaneous or later exercise by such party of any or all other rights or remedies provided for in this License or now or hereafter existing at law or in equity or by statute or otherwise. 16. MISCELLANEOUS A. Successors and Assi ns. Subject to the provisions of this Paragraph 16, all of the provisions of this License shall bind and inure to the benefit of the parties and their respective heirs, legal representatives, successors and assigns, but Licensee shall not assign this License nor grant any right of possession of the Licensed Property in whole or in part without the prior written consent of Licensor, which Licensor may withhold in its sole discretion. B. Notices. Where provision is made herein for notice of any kind, it shall be deemed sufficient, if such notice is addressed as shown below: Licensor: The Boeing Company c/o MBG Consulting, Inc. Boeing Lease Administration Team 980 N. Michigan Avenue, Suite 1000 Chicago, IL 60611-4521 Licensee: Office at Southport, LLC c/o Scott Rosenstock 1133 Lake Washington Blvd. N, Suite 90 Renton, WA 98056 All such notices shall be given either by hand or by recognized overnight delivery service, with all fees for next business day delivery prepaid. Notices shall be deemed given when delivered if given by hand or 24 hours after delivery to an overnight delivery service with next business day delivery charges prepaid. C. Severability. If a court of competent jurisdiction shall determine, to any extent, that any provision, term or condition of this License shall be invalid or unenforceable, that determination shall not affect the remainder of this License, and each provision, 10_SECO Banner Sign License - redline vs proforma.docx Page 11 of 15 term or condition in the remainder of this License shall be valid and enforceable to the extent permitted by law. D. Licensee's Interest• Holdover. Licensee has no right in the Licensed Property other than the license to use the Licensed Property as set out in this License. Licensee has no right to hold over after the end of the Term and agrees that Licensor may use all legal means to remove Licensee and its property and all Licensee Vehicles from the Licensed Property at and following the end of the Term, and that Licensee shall reimburse Licensor for all of Licensor's reasonable out-of-pocket expenses in so doing. E. Attorneys' Fees and Disbursements. Except for actions by Licensor pursuant to Paragraph 14 of this License upon a default by Licensee, if a dispute between Licensor and Licensee arises under this License, each party shall bear its own costs, including but not limited to attorneys' fees. F. Captions. The marginal headings or titles to the sections of this License are not a part of the License but are inserted only for convenience. They shall have no effect on the construction or interpretation of any part of this License. G. Time is of the Essence. Time is of the essence in the performance of all covenants and conditions of this License in which time is a factor. H. Counterparts. This License may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original License, but all of which together shall constitute one and the same License. I. Choice of Law. This License shall be governed by the Laws of the State of Washington without reference to its choice of law rules. J. Agents and Brokers. Each party represents that it has hired or retained no agent or broker in connection with this License and shall hold the other party harmless from any claim by any 10_SECO Banner Sign License - redline vs proforma.docx Page 12 of 15 agent or broker claiming payment of any commission, finders' fee or the like in connection with this License. K. No Recording. Neither party shall record this License, nor any memorandum of this License. L. Survival. Licensee's indemnification obligations set forth in this License shall survive the expiration or early termination of this License and shall not be limited by any provision of this License. M. Complete Agreement. This License, including Exhibit A, contains the entire and complete agreement between the parties hereto, with all previous negotiations, warranties, covenants, conditions and promises being merged herein. Licensor and Licensee further agree that no alteration, amendment or modification to this License shall be binding upon Licensor or Licensee unless same is first reduced to writing and signed by both Licensor and Licensee. Executed in duplicate as of the date first written above. LICENSOR: The Boeing Company By: Name: fret' . Nunn Title: Authorized Signatory Date Signed: 10_SECO Banner Sign License - redline vs proforma.docx Page 13 of 15 LICENSEE: Office at Southport, LLC By: A90vh Name: SeMS}o(�+ Title: !�,to f f N Date Signed: EXHIBIT A Licensed Property Banner'ocations Ila'- 8" Fe-ce panel di-nersion 16' EXISTING r')[ F 0 410 — — - '6- Banner width TREE • 0 -0 Fli i i4 EXISTING ROLE . 0 EXISTING PO -E CROSS VV,1V-K SIGN 10-SECO Banner Sign License - redline vs proforma.docx Page 14 of 15 EXHIBIT B Approved Signs "rim TT REGENCY LAKE WASLI'NGTON >> 0 tAVOUT Parol I Scale Vk'= 1 0' 3'- 0' T-51 011 LAYOUT Paric,`,, Suq'p: -,'4"= V- 0 H YA T T REGENCY LAKE WASH NGTON >>>I �.AYOUT Pwol 3 Stale: 1 Wr: I - 0' 10 — SECO Banner Sign License - redline vs proforma.docx Page 15 of 15