Cheney Stadium Limited License Facility Use Agreement

Standard Terms and Conditions

1. General. You (“Licensee”) agree to these Standard Terms and Conditions (these “Standard Terms”) pursuant to that certain Limited License Facility Use Agreement (the “Agreement”) between The Baseball Club of Tacoma, LLC (“Licensor”) and Licensee. Licensor may amend these Standard Terms from time to time in Licensor’s sole discretion; provided, however, that Licensor shall provide notice to Licensee in each instance. In the event of a conflict between these Standard Terms and the terms and conditions set forth in the Agreement, these Standard Terms shall govern and control unless the Agreement and/or the schedule attached to the Agreement (the “Schedule”) expressly provide otherwise. References herein to “the Agreement” shall be deemed to include the Schedule in each instance.

 

2. Defined Terms. Capitalized terms not otherwise defined in these Standard Terms shall have the meaning given to each such term in the Agreement and/or the Schedule. Licensor and Licensee may each be referred to herein as a “Party” and collectively as the “Parties.”

 

3. Lease. Notwithstanding anything to the contrary set forth in the Agreement, Licensee hereby acknowledges and agrees that the Event and the Agreement shall be subject to the terms and conditions of the Lease.

 

4. MLB Authority. Licensee hereby acknowledges and agrees that the Agreement is subject to the approval of MLB and MLBPDL and is subject throughout the Term to all rules, regulations and mandates of MLB (the “MLB Rules”). Licensee agrees to take all other actions, and will execute all other documents, that may be reasonably requested or required to assist Licensor in seeking the approval of MLB and/or MLBPDL and/or to comply with all MLB Rules. Licensee acknowledges and agrees that MLB and/or MLBPDL may require one or more amendments to the Agreement during the Term.

 

5. Term; Termination. The Term of the Agreement shall be for the period set forth in the Agreement. If the Event is interrupted due to circumstances beyond Licensee’s reasonable control, Licensee may request from Licensor an agreement to extend the Term; provided, however, that Licensee hereby acknowledges and agrees that any such extension shall be subject to the sole and absolute discretion of Licensor in each instance. Notwithstanding the foregoing, Licensor agrees to undertake all good faith, commercially reasonable efforts to allow Licensee to complete the Event subject to the terms and conditions of the Agreement. Either Party may terminate the Agreement prior to the expiration of the Term upon written notice to the other Party: (i) upon a material breach by the other Party of any of its material obligations under the Agreement, which breach is not cured within thirty (30) days following receipt of written notice specifying the breach or, if such breach cannot be cured within said 30-day period, if the Party in breach fails to commence to cure such breach within said 30-day period or thereafter fails to diligently proceed to cure such breach; or (ii) the other Party makes an assignment for the benefit of creditors, or a trustee, receiver or similar officer of a court or governmental authority with jurisdiction over the affairs or assets of such Party is appointed for such Party for a substantial part of its property, whether with or without its consent, or an action for bankruptcy, insolvency, composition, reorganization or liquidation proceedings is instituted by or against such Party, and if such proceedings shall not be dismissed within sixty (60) days from the date of institution thereof. Licensor may terminate the Agreement upon the failure of Licensee to make any payments under the Agreement when due, which failure to pay is not cured within five (5) days following the scheduled payment date. The Agreement shall terminate automatically upon the expiration or termination of the Lease.

 

6. Access to Facilities. Licensee shall have non-exclusive use of the Facilities during the Event. The use of the Facilities pursuant to the Agreement shall not impede or interfere with any other event or the conduct of any other activity at the Facilities.

 

7. Setup. Licensee shall coordinate with Licensor’s designated representative (the “Licensor Representative”) regarding the placement and location of any equipment and/or items brought onto the Facilities by Licensee for purposes of producing the Event. Any decisions made by the Licensor Representative regarding Licensee’s use of the Facilities as contemplated in the Agreement shall be final and binding on the Parties, and the Licensor Representative shall have the right to make such decisions in exercise of the Licensor Representative’s sole and absolute discretion after meaningful consultation with Licensee. At all times during Setup, Licensee agrees to comply with all Licensee Covenants set forth below in Section 12 of these Standard Terms.

 

8. Removal. By the end of the Removal Time set forth in the Schedule, Licensee agrees that all equipment and materials used in connection with the Event shall be fully removed, and the Facilities shall be left in broom clean condition. Any articles or property left at the Facilities shall be deemed to be the property of Licensor. Further, Licensor shall have the right, in Licensor’s sole discretion and as Licensor sees fit, to dispose of or store any such remaining property at Licensee’s expense. Licensor shall not be liable for any damages or loss incurred by Licensee resulting from any such removal, storage, or disposal of any such remaining property. Licensor shall not be responsible for any lost, misplaced, or stolen property. At all times during Removal, Licensee agrees to comply with all Licensee Covenants set forth below in Section 12 of these Standard Terms.

 

9. Restoration. Immediately following the Event, and prior to the end of the Removal Time set forth in the Schedule, Licensee shall, in cooperation with Licensor’s personnel, take all actions required to remove all installations of Licensee or any other party made in connection with the Event, clean the Facilities, and otherwise restore the Facilities to the same or similar condition in which they were immediately prior to the first use of the Facilities by Licensee, ordinary wear and tear excepted. All costs incurred pursuant to this Section 9 shall be deemed to be Event Costs. All work associated with this Section 9 shall be performed in accordance with applicable law and the terms and conditions set forth in the Agreement.

 

10. Repairs. Licensee shall repair or replace, by the Repair Date set forth in the Schedule, any portion of the Facilities that has been damaged or is otherwise not in the same condition in which it stood prior to Licensee’s use of the Facilities, ordinary wear and tear excepted, and Licensee shall pay all costs associated with such repairs and replacements by the Repair Date. All costs incurred pursuant to this Section 10 shall be deemed to be Event Costs.

 

11. Surrender. Licensee agrees to surrender to Licensor the Facilities, together with all materials, equipment, or supplies provided by Licensor pursuant to the Agreement, at the end of the Event (including, if applicable, upon early termination of the Agreement pursuant to these Standard Terms) in the same condition that existed at the beginning of the Event, ordinary wear and tear excepted, and shall be responsible for all damages to the Facilities, including, without limitation, backstage areas and front-of-house areas, or such materials, equipment, and supplies that occur as a result of, or in connection with, Licensee’s use or occupancy of the Facilities pursuant to the Agreement. Should Licensee fail to vacate and surrender the Facilities at the end of the Event as provided in the Agreement, then Licensor may, without resorting to legal proceedings and at Licensee’s cost and expense, remove all persons and property from the Facilities.

 

12. Licensee Covenants. Licensee agrees to comply with each provision of this Section 12 at all times during the Term, including, without limitation during Setup and Removal.

 

• No Damage. Licensee shall, in its preparation for the Event, conduct of the Event, and activities following the Event, not permit, suffer, or cause any damage to, vandalism of, or waste of, the Facilities by Licensee or any third party. Licensee agrees not to damage, mar, or deface the Facilities in any manner in the performance of such activities. To this end, Licensee will not cause or permit the use of nails, hooks, screws, tacks and other similar fasteners in or on any of the Facilities unless otherwise approved in advance by Licensor in each instance. Further, Licensee shall not use power-activated tools to drive pins into any concrete surface on the Facilities, nor shall it drill into the concrete floors, posts, columns, ceilings, walls, or any other structure on or portion of the Facilities, except as specifically approved by Licensor in exercise of its sole and absolute discretion. Under no circumstances may Licensee use mechanical fastening devices to equipment or other items to any structure on the Facilities if such devices will in any way alter or damage the structure.
• No Alterations. Licensee shall not attach any equipment or other item to any structure on the Facilities, or modify, alter, and/or improve any portion of the Facilities, without the prior approval of Licensor in each instance, which approval may be granted or denied by Licensor in exercise of Licensor’s sole and absolute discretion. Any improvements, changes, alterations, installations and/or decorations with respect to the Facilities in connection with Licensee’s use or occupancy of the Facilities pursuant to the Agreement, including, but not limited to, additional electric signs, painting, refurnishing, altering or improving dressing rooms or locker rooms, seating, stage floor surface, stage traps, platforms for switchboards, booms and boxes, and outlets on balcony rails or other changes required by Licensee or otherwise desired by Licensee, shall only be made with Licensor’s prior written consent, which may be withheld at the sole and absolute discretion of Licensor, and the approval of all governmental and regulatory authorities having jurisdiction thereof, and shall constitute Event Costs to be paid for by Licensee. Licensor shall have no responsibility with respect thereto, nor shall Licensor be called upon to make any contribution thereto. In the event Licensee has made any improvements, alterations, changes and/or decorations with respect to the Facilities in accordance with the terms and conditions set forth in the Agreement and/or the Schedule, at the end of the Event, Licensee, at Licensee’s cost and expense, shall restore the Facilities to the same condition as they were in prior to such improvements, alterations, changes and/or decorations having been made unless Licensor notifies Licensee that Licensee is not required to make such restoration. Without any cost to Licensor or City, any improvements, alterations, changes and/or decorations made with respect to the Facilities that are not subject to restoration shall become the property of Licensor and/or City, as applicable.
• No Heavy Equipment. Except as specifically provided in the Agreement and/or the Schedule, Licensee shall not drive any vehicles and/or bring any pieces of heavy equipment, including, without limitation, booms and cranes, onto the Facilities without the prior permission of Licensor in each instance, which permission may be granted or denied by Licensor in exercise of Licensor’s sole and absolute discretion.
• Fireproofing. All scenery, costumes, material and other paraphernalia stored, used or maintained by Licensee at the Facilities shall be fireproofed by Licensee in compliance with all laws, ordinances, rules and regulations of all governmental or regulatory authorities having jurisdiction thereof prior to Setup and at any time thereafter when continued compliance is required.
• Promotional Materials. If applicable and provided for in the Agreement and/or the Schedule, and subject in each instance to the terms of Section 12.6 below, Licensor will make available adequate space at the Facilities for the display of promotional materials for the Event. If applicable and approved by Licensor in each instance, Licensee agrees to post or exhibit at the Facilities any signs, advertisements, show bills, lithographs, posters or cards promoting the Event (collectively, “Promotional Materials”) only in such areas permitted by Licensor for such use. In the event that Licensor or City shall, in their sole and absolute discretion object to the display of any such Promotional Materials, Licensee, at its sole cost and expense, shall promptly remove any and all such Promotional Materials objected to by Licensor or City, and, if Licensee fails to do so, Licensor may remove such Promotional Materials and Licensee shall be obligated to repay Licensor for any expense incurred by Licensor in connection therewith. Licensee further agrees that, at its sole cost and expense, all such Promotional Materials shall be promptly removed from the Facilities at the end of the Event and, if Licensee fails to do so, Licensor may remove such items and Licensee shall be obligated to repay Licensor for any expense incurred by Licensor in connection therewith.
• Product Placement; Sponsors. Licensee acknowledges that Licensor has certain advertising agreements with sponsors that prohibit the display of advertising for competitive products or services within the Facilities and/or Licensor’s association with any competitive products or services. Therefore, Licensee shall not, under any circumstances, place or permit to be placed, erect or affix any signs, graphics, posters, billboards, and/or any other type of advertising display for any entity and/or sponsor in, on, or about the Facilities without the prior written permission of Licensor, which permission may be granted or denied by Licensor in Licensor’s sole and absolute discretion. Likewise, Licensee shall not cover, take down, or replace any signs on the Facilities, including, without limitation, any signs, graphics, posters, and/or any type of advertisement for any entity and/or sponsor, in or about the Facilities without the prior written permission of Licensor, which permission may be granted or denied by Licensor in its sole and absolute discretion.
• Conduct of Participants and Invitees. Before, during and after the Event, and at all times during the Term, including on the Event Date(s), Licensee shall not at any time permit and shall take all reasonable steps to prohibit all Event participants and invitees from engaging in or encouraging others to engage in: (i) any action that could reasonably be expected to result in personal injury or property damage; (ii) rowdy, dangerous, inappropriate conduct or any action that could reasonably expected to result in rioting or other disruption; (iii) any lewd, indecent, or immoral conduct; (iv) vandalism; (v) illegal gambling activities; or (vi) the sale or use of any illegal narcotics.
• No Liens. Licensee acknowledges and agrees that Licensee shall not (and acknowledges and agrees Licensee has no authority to) cause or permit any lien or encumbrance of any kind (including material men’s or mechanics’ liens) to attach to the Facilities or any other property of Licensor. If any such lien shall so attach, Licensee shall promptly cause such lien to be released, or shall obtain a commitment from a title insurance company designated by, and in form satisfactory to, Licensor to protect Licensor against loss by reason of such lien. If any such lien shall so attach, Licensee shall also indemnify and reimburse Licensor for all expenditures by Licensor in discharging such lien, including all costs and attorneys’ fees associated therewith.
• No Outside Food or Beverage. Unless otherwise expressly provided in the Agreement or the Schedule, Licensor shall not bring, and shall take all reasonable steps to prohibit all Event participants and invitees from bringing, any outside food or beverage to the Facilities.

 

13. Security. Except as otherwise expressly set forth in the Schedule, Licensor shall furnish sufficient ushers, security personnel and other personnel, each as determined by Licensor in its sole and absolute discretion and as set forth in the Schedule, to provide for the control, care and safety of the Facilities (and the comfort of spectators at the Event, if applicable), to protect against entry into restricted areas, to ensure the performance by Licensee of its obligations herein, and to permit and provide orderly and safe ingress and egress to and from the Facilities. Such personnel shall be Licensor Parties and employees of Licensee. Except as otherwise expressly set forth in the Schedule, Licensee shall be responsible for all costs associated with such ushers, security personnel and other personnel and such costs shall be deemed Event Costs.

 

14. Lighting; PA System. If applicable, Licensor shall permit Licensee to use the normal lighting facilities and public-address system installed as part of the Facilities as needed for the Event. Licensor shall provide any personnel necessary for the proper use and operation of such facilities and systems.

 

15. Restrooms. Licensor may make available to spectators at the Event existing restroom facilities at the Facilities determined by Licensor in its sole discretion.

 

16. Concessions. Licensor may, at no cost to Licensee, operate during the Event food and beverage facilities in a manner determined solely by Licensor. Licensee shall have no interest in any share of food, beverage, merchandise, or any other revenues or any rights to control the manner of operation of the same, except as set forth in the Agreement and/or Schedule.

 

17. Dangerous Conditions. Licensor retains the right to cause the interruption of the Event in the interest of public safety, and to likewise cause the termination of the Event when, in the sole and absolute judgment of Licensor, such act is necessary in the interest of public safety. Licensor retains the right to extinguish all utilities and order a partial or full evacuation of the Facilities if, in its sole and absolute judgment, dangerous circumstances have occurred or are imminent. Additionally, Licensor retains the right to remove or cause to be removed any individuals or materials that may cause such dangerous circumstances in the sole and absolute discretion of Licensor. Licensor reserves all rights in law and otherwise, including without limitation damages or other compensation, arising from such unforeseen events.

 

18. Disclaimer. Licensee hereby acknowledges and agrees that Licensor makes no representations of any kind relating to the condition of the Facilities or of the improvements, fixtures, or equipment therein or the areas and facilities adjacent thereto, and Licensee agrees to accept such items on an “as is” basis. Except as otherwise provided by law, Licensor shall have no liability for any latent or patent defects therein. Licensee hereby acknowledges and agrees that: (i) Licensor shall in no event have any liability with respect to the Event; and (ii) Licensee shall indemnify and hold harmless Licensor with respect to the Event pursuant to the Agreement. Licensor assumes no responsibility for any property placed in the Facilities by Licensee, and the Indemnified Parties are hereby released from all liability for any loss, cost, expense, or damage to property of Licensee sustained by reason of use or occupancy of the Facilities, except to the extent arising out of or relating to an Indemnified Party’s gross negligence or willful misconduct. Under no circumstances shall Licensee assert any claim, proceeding or action against any Indemnified Party with respect to any liability that may be claimed under the Agreement relating to any failure of Licensor to comply with any of its obligations under the Agreement. Licensee hereby acknowledges and agrees that: (i) Licensor specifically disclaims any representation, warranty or guarantee with respect to any approval of the Agreement by City, the Baseball Authorities or the Soccer Authorities; or (ii) any action or inaction of City, the Baseball Authorities or Soccer Authorities with respect to the Agreement.

 

19. Communicable Disease. All Licensee personnel must comply with and consent to all Communicable Disease (as defined below) policies of Licensor and the Baseball Authorities (as applicable), including, but not be limited to, health screenings, distancing requirements and the wearing of masks while present at the Facilities. For purposes of the Agreement, “Communicable Disease” is COVID-19 (as defined by the World Health Organization) and/or any strains, variants, or mutations thereof, the coronavirus that causes COVID-19 and/or any other communicable and/or infectious diseases, viruses, bacteria or illnesses or the causes thereof. Licensee acknowledges and expressly assumes the risk that Licensee personnel may be exposed to Communicable Disease while in or around the Facilities, and Licensee understands that the risks of exposure to Communicable Disease include contracting Communicable Disease and the associated dangers, medical complications (including death) and physical and mental injuries, both foreseen and unforeseen, that may result from contracting Communicable Disease. Licensee further acknowledges and agrees that Licensee personnel interactions with any individuals present at the Facilities poses an elevated, inherent risk of being exposed to and contracting Communicable Disease, that it cannot be guaranteed that Licensee personnel will not be exposed to Communicable Disease, and that potential exposure to or contraction of Communicable Disease while in or around the Facilities are risks that cannot be eliminated. To the fullest extent permitted by applicable law, Licensee hereby waives, releases, forever discharges, and covenants not to sue the Additional Insureds, and the Additional Insureds will not be responsible for, any claims and/or liability that may arise in connection with, or relate in any way to, exposure to or contraction of Communicable Disease by Licensee or any other individual infected by Licensee, including, without limitation claims resulting from the negligence of Additional Insureds and/or the inherent risks associated with being present at the Facilities during a Communicable Disease pandemic.

 

20. Filming, Recording and Photography. To the extent that the Agreement grants Licensee the right to film, record, and photograph those portions of the Facilities identified in the Agreement and fixtures and materials located thereon in connection with Licensee’s use of the Facilities hereunder, any such filming, recording and/or photographing shall be subject to the provisions of this Section 20. If the filming, recording and/or photographing takes place on a date when a MLB or Minor League Baseball game, exhibition, practice and/or game-related activity is taking place within the Facilities, all rights of every kind and nature whatsoever in and to any footage produced (“Footage”) shall remain the property of MLB, in perpetuity, in any and all media throughout the world, subject to Licensee’s right to use the Footage, if applicable, as set forth in the Agreement. Licensee acknowledges and agrees that MLB alone shall own and control all copyrights and other intellectual property rights in and to all Footage. Licensee hereby irrevocably and in perpetuity assigns all rights in and to the Footage to MLB. Licensee shall not incorporate in any production or otherwise use or exploit any Footage or any trademarks, service marks, trade names, signs, symbols, logos, and/or uniform designs owned, controlled or licensed by MLB (the “Marks”) without first executing a license to use the Footage, and shall only exploit the Footage and the Marks to the extent permitted by MLB in such license, which will provide that Licensee shall be and shall remain solely responsible for securing, and shall secure, all necessary and appropriate consents and releases from any person whose name, voice, likeness, character, and/or description appears in the Footage. Licensee shall not assign, license, sell, and/or exploit the Footage and/or any of Licensee’s rights therein in any manner, without the prior written authorization of MLB, which authorization may be granted or denied by MLB at its sole and absolute discretion.

 

21. Miscellaneous

• Arbitration. All claims, controversies, or disputes between the Parties regarding the Agreement, or any term or provision thereof, or the validity of the Agreement or any term thereof, will be submitted to binding arbitration pursuant to RCW 7.06. The venue for such arbitration shall be Pierce County, Washington and the Parties agree that the prevailing Party in the arbitration shall be entitled to reasonable costs, including attorneys’ fees, in addition to any other relief awarded. Notwithstanding anything to the contrary contained in the Agreement, the Parties each have the right in proper case to obtain temporary restraining orders and temporary or preliminary injunctive relief from a court of competent jurisdiction; provided, however, that the Parties must contemporarily submit such dispute for arbitration on the merits as provided herein.

• Force Majeure. In the event either Party is unable to perform its obligations under the terms of the Agreement as the result of a Force Majeure Event (hereinafter defined), such Party shall not be liable to the other Party for any damages resulting from such failure to perform or otherwise. For the purposes of the Agreement, “Force Majeure Event” means any circumstances beyond the reasonable control of either Party, including, without limitation: (i) natural disasters, casualties or acts of God; (ii) acts of terrorism; (iii) labor disputes, strikes, lockouts or other work stoppages; (iv) war, riot or other civil disturbance; (v) government acts or orders; (vi) epidemics, pandemics or outbreaks of communicable diseases; (vii) quarantines; (viii) national, regional or local emergencies; or (ix) any other cause, whether similar in kind to the foregoing or otherwise, beyond a Party’s reasonable control.

• Assignment. It is expressly understood and agreed by the Parties that either Party may assign or otherwise transfer the Agreement in connection with the sale or transfer of the assigning Party, provided that the purchaser, transferee or assignee undertakes all obligations of the assigning Party pursuant to the Agreement. Except for the foregoing assignments, the Agreement may not be assigned by either Party, nor may either Party’s duties hereunder be delegated, without the prior written approval of the other Party, which approval shall not be unreasonably withheld, conditioned or delayed. Any assignment or other transfer of the Agreement by either Party that is not expressly permitted in the Agreement shall be void and of no force or effect.

• Status of Parties. At all times during the Term, Licensor and Licensee shall be and remain independent contractors, and nothing contained in the Agreement shall be deemed or construed as creating any partnership, joint venture, agency or employment relationship between the Parties or their respective agents, employees or representatives, other than that of independent contractors. Neither Party will be obligated by or have any liability under or in connection with any agreements, representations, or warranties made by the other Party that are not expressly authorized under the Agreement, nor will either Party be obligated for any damages to any person or property directly or indirectly arising out of the operation of the other Party’s business conducted pursuant to the Agreement or otherwise.

• Further Assurances. Each Party will take all other actions, and will execute all other documents, that may be reasonably requested or required to effectuate the Agreement and the terms and provisions thereof.

• Authority. Each Party represents and warrants to the other Party that it has all necessary right, power and authority to enter into the Agreement and to fully perform all its respective obligations thereunder and to grant to the other Party all the rights, privileges and benefits provided for in the Agreement.

• Effect. Subject to the restrictions on transfer and the other assignment provisions expressly set forth in the Agreement, the Agreement shall be binding upon, and shall inure to the benefit of, the Parties and to their respective successors and permitted assigns.

• Notices. All notices and other communication required or permitted under or pursuant to the Agreement shall be in writing, addressed to the employees, titles and addresses set forth in the Schedule, and shall be deemed delivered either: (a) at the time of delivery by hand; or (b) one (1) business day after transmission by electronic mail or other electronic system; or (c) one (1) business day after being placed in the hands of a commercial courier service for next business day delivery; or (d) three (3) business days after placement in the United States Mail by Registered or Certified mail, (postage prepaid, return receipt requested), and addressed to the Parties as set forth in the Schedule. Either Party may change the address at which it receives notices by notifying the other Party in accordance with the provisions hereof.

• Confidentiality. Except as provide under RCW 42.17, the Parties acknowledge and agree that the Agreement and its terms and conditions are confidential and contain confidential and proprietary commercial and financial information of both Parties. Neither Party shall disclose copies of the Agreement, or the terms thereof, to any Party for any purpose without the prior written consent of the other Party, unless the disclosure is: (i) made by Licensor to the City of Tacoma, Major League Baseball (“MLB”) or MLB Professional Development Leagues, LLC (“MLBPDL”); (ii) made by a Party to its accountants, lenders, or attorneys; or (iii) compelled by legal process. Notwithstanding the foregoing, the Parties may desire to issue statements or press releases to the public during the Term. Prior to any issuance of any statement or press release, the Parties must mutually approve, in writing, all aspects thereof, including, without limitation, the content and media outlets for distribution.

• Limitations on Remedies. Except for the rights and remedies expressly set forth in the Agreement, each Party hereby waives all other rights or remedies to which it may be entitled, whether at law, in equity, or otherwise.

• Headings. The headings contained in the Agreement are for reference and convenience purposes only and are not to be used or construed in the interpretation of the terms and provisions of the Agreement.

• Governing Law. The Agreement shall be governed by and construed in accordance with the internal substantive laws of the State of Washington, without regard to the choice of laws rules thereof, as if made by and between residents of Washington and as if to be wholly performed within the State of Washington.

• Schedules and Exhibits. The Schedule and any other attachments to the Agreement set forth certain information, terms and conditions that form a part of the Agreement.

• Counterparts. The Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute the same Agreement. Any signature page of any such counterpart, or any electronic facsimile thereof, may be attached or appended to any other counterpart to complete a fully executed counterpart of the Agreement, and any telecopy or other facsimile transmission of any signature shall be deemed an original and shall bind such Party.