Burlington Northern Santa Fe Railway (BNSF) 11/4/2015

Tracking#15-52141 and hold harmless Licensor for all Liabilities of any nature, kind or description of any person or entity directly or indirectly arising out of, resulting from or related to (in whole or in part) a Purported Assignment. 26.4 The provisions of this Section 26 shall survive the expiration or earlier termination of this License. 27. Notices. Any notice,invoice, or other writing required or permitted to be given hereunder by one party to the other shall be in writing and the same shall be given and shall be deemed to have been served and given if (i) placed in the United States mail, certified, return receipt requested, or(ii) deposited into the custody of a nationally recognized overnight delivery service, addressed to the party to be notified at the address for such party specified below, or to such other address as the party to be notified may designate by giving the other party no less than thirty(30)days'advance written notice of such change in address. If to Licensor: Jones Lang LaSalle Brokerage, Inc. 4300 Amon Carter Blvd., Suite 100 Fort Worth,TX 76155 Attn: Permits/Licenses with a copy to: BNSF Railway Company 2301 Lou Menk Dr.—GOB-3W Fort Worth,TX 76131 Attn: Senior Manager Real Estate If to Licensee: City of Everett 3200 Cedar Street Everett, WA 98201 28. Survival. Neither termination nor expiration will release either party from any liability or obligation under this License, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of termination or expiration, or, if later, the date when the Pipeline and the other Improvements are removed and the Premises are restored to its condition as of the Effective Date. 29, Recordation. It is understood and agreed that this License shall not be placed or allowed to be placed on public record. 30. Applicable Law. All questions concerning the interpretation or application of provisions of this License shall be decided according to the substantive laws of the State of Washington without regard to conflicts of law provisions. 31. Severability. To the maximum extent possible, each provision of this License shall be interpreted in such mariner as to be effective and valid under applicable law, but if any provision of this License shall be prohibited by, or held to be invalid under, applicable law, such provision shall be ineffective solely to the extent of such prohibition or invalidity, and this shall not invalidate the remainder of such provision or any other provision of this License. 32. Integration. This License is the full and complete agreement between Licensor and Licensee with respect to all matters relating to Licensee's use of the Premises, and supersedes any and all other agreements between the parties hereto relating to Licensee's use of the Premises as described herein. However, nothing herein is intended to terminate any surviving obligation of Licensee or Licensee's obligation to defend and hold Licensor harmless in any prior written agreement between the parties. 33. Joint and Several Liability. tf Licensee consists of two or more parties, all the covenants and agreements of Licensee herein contained shall be the joint and several covenants and agreements of such parties. 34. Waiver. The waiver by Licensor of the breach of any provision herein by Licensee shall in no way impair the right of Licensor to enforce that provision for any subsequent breach thereof. 35. Interpretation. 35.1 This License shall be interpreted in a neutral manner, and not more strongly for or against any party based upon the source of the draftsmanship:both parties hereby agree that this License shall not be Form 424;Rev.201400801 -12-