Item No.              6d_attach 1 

Date of Meeting           December 5, 2017 





PURCHASE AND SALE AGREEMENT 
BY AND BETWEEN 


DRAPER MACHINE WORKS, INC., 
a Washington corporation 
as Seller 

and 

PORT OF SEATTLE, 
a Washington municipal corporation 
as Purchaser 



Salmon Bay Marina 
2100 West Commodore Way, Seattle, Washington 


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PURCHASE AND SALE AGREEMENT 

THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is made and entered into as of this
_____ day of _______________, 2017 (the "Effective Date"), by and between DRAPER MACHINE
WORKS, INC., a Washington corporation ("Seller"), and THE PORT OF SEATTLE, a Washington
municipal corporation ("Purchaser"). (Seller and Purchaser are sometimes referred to herein individually
as a "Party", and collectively as the "Parties"). 
In consideration of the mutual covenants set forth in this Agreement, and other good and valuable
consideration, Seller and Purchaser hereby agree as follows: 
1.     Description of the Property. Subject to the terms set forth in this Agreement, at the Closing,
Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, all right, title and interest
of Seller in and to: 
(a)     Real Property. The real property commonly known as Salmon Bay Marina located at
2100 West Commodore Way (the "Marina"), in Seattle, King County, Washington. The
Marina is comprised of (1) a fee interest in the land legally described on Exhibit A 
attached hereto, together with all appurtenant easements and any other rights, including,
without limitation, development rights and other intangible rights, and interests
appurtenant or relating thereto, but excluding those rights reserved to the grantor through
deed dated December 29, 1945 recorded in the Official Records under Recording
Number 3534741  [WHAT SPECIFIC RIGHTS ARE THESE AND IS IT A
PROBLEM GOING FORWARD? DO THEY HAVE ANY VALUE THAT COULD
BE USED AS A CLAIM TO REDUCE THE PRICE?](the "Land"); (2) a leasehold
interest in the aquatic lands described in that certain Waterway Use Authorization No.
20-009207 between Seller and the State of Washington Department of Natural Resources 
(the "DNR Lease") and legally described on Exhibit B attached hereto (the "Aquatic
Lands"), and (3) all buildings, structures, improvements located on or affixed to the Land
and the Aquatic Lands (the "Improvements"). The Land , the Aquatic Lands and the
Improvements and are referred to collectively herein as the "Real Property"; 
(b)    Leases and Contract Rights. All rights under all  Moorage Agreements and Kayak
Storage Agreements (each defined in Section 3(c)(1) below), contracts, agreements,
utility arrangements, warranties, guarantees, indemnities, applications, permits (including
but not limited to that certain Land Use Permit issued by the City of Seattle under Permit
Number 3012950 ("City Permit"), that certain Water Permit issued by the Army Corps of
Engineers under Permit Number NWS 2012-1261 ("ACE Permit"), and that certain
Approved Substantial Development Permit and Approved Shoreline Conditional Use
Permit_ issued by the Washington Department of Ecology Number_2015-NW-2845 
("DOE Permit"), [PLEASE CONFIRM DETAILS] plans, drawings, specifications,
surveys, maps, engineering reports and other technical descriptions, books and records,
and other tangible and intangible rights used in connection with or relating to the Real
Property. 
(c)     Insurance Policies. All rights under  any and all insurance policies either obtained by
Seller or with respect to which Seller is the assignee or successor in interest that may
provide coverage for any condition of environmental contamination on or emanating

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from the Real Property, or the existence of Hazardous Substances in any state on or
emanating from the Real Property, however they came to be there (including but not
limited to those certain insurance policies described on Exhibit C attached hereto),
referred to collectively herein as the "Insurance Policies."
(d)    Third Party Claims. A ll rights of action, recovery, or contribution Seller might have
against third parties for any condition of environmental contamination on or emanating
from the Real Property, or the existence of Hazardous Substances in any state on or
emanating from the Real Property, however they came to be there (including but not
limited to rights Seller has against [Marine Construction and Design Inc. ]a Washington
corporation_____________________ (" MARCO") [Seller:  Please confirm correct
entity name]][still working on this] in MARCO's capacity as the owner of property
adjacent to the Real Property and in MARCO's capacity as a former leaseholder of the
Real Property) (collectively, the "Third Party Claims").
The Real Property, the leases, contract and other rights set forth in Section 1(b) above, the
Insurance Policies and other rights set forth in Section 1(c) above and on Exhibit C attached
hereto, and the Third Party Claims set forth in Section 1(d) above are collectively referred to as
the "Property."
2.     Purchase Price. The purchase price for the Property is Fifteen Million Six Hundred Seventy-
Nine EightThousand One Hundred Twenty DOLLARS ($15,679,120) (the "Purchase Price"). At
Closing, Purchaser shall deposit with Escrow Agent (defined in Section 8.1(a) below) by wire
transfer of immediately available funds an amount equal to the Purchase Price, subject to
proration as set forth in Section 10.2 hereof.
3.     Due Diligence.  Purchaser has completed its due diligence of the Property and in connection
therewith, acknowledges that Seller has permitted Purchaser and/or its agents access to the Real
Property to perform any and all investigations and inspections desired by Purchaser, access to the
Property Documents (defined below), access to government agencies or authorities relevant to the
evaluation of the Property, and access to other third parties that are parties to Property Documents
and/or relevant to the evaluation of the Property. Purchaser acknowledges that it has performed
the inquiries, reviews, investigations and inspections it deems necessary in connection with the
acquisition of the Property. Accordingly, with the execution of this Agreement, but without
limitation on the representations and warranties of Seller set forth in this Agreement and the
documents to be executed in connection with this Agreement, Purchaser hereby approves the
following matters existing as of the date hereof: 
(a)     the physical condition of the Real Property as of the date hereof, including without
limitation: 
(1)     soil, seismic, hydrological, geological and topographical conditions; 
(2)     the availability of adequate utilities and public access; 
(3)    the condition of any and all Improvements located on the Real Property; 
(4)    the installation, condition and capacity of existing, constructed infrastructure,
including its suitability to serve the Improvements located on the Real Property; 

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(5)     the status and nature of any existing or proposed taxes or assessments against the
Real Property and the amount of any tax or assessment liability; 
(6)     the character and amount of any fee or charge which may be imposed in connection
with the future development of any portion of the Real Property; 
(7)     whether or not the Real Property is located in a Special Flood Hazard Area; and 
(8)     the status of the Real Property with respect to all applicable laws, including any
laws respecting Hazardous Substances (as defined in Section 13); 
(b)     applicable government ordinances, rules and regulations and evidence of compliance
therewith, including without limitation zoning and building regulations; 
(c)     those agreements, contracts, documents, instruments, reports, surveys, books and records
comprising a part of the Property or otherwise relating to the Real Property which Seller has
made available to Purchaser described below, together with such other agreements,
contracts, documents, instruments, reports, surveys, books and records that Purchaser has
discovered or reviewed in connection with its due diligence investigation of the Property,
including but not limited to the following (collectively, the "Property Documents"): 
(1)     existing leases, licenses and use or occupancy agreements and all amendments
and modifications thereto for moorage at the Marina, but specifically excluding
the agreements for the moorage or dockage of any houseboat at the Marina
(collectively, the "Moorage Agreements"), and storage leases pursuant to which
any third party has a right to store a kayak in the Improvements (the "Kayak
Storage Agreements"), all as more particularly described on Exhibit D attached
hereto; 
(2)     reports concerning the condition of the Improvements, including but not limited
to that certain appraisal prepared by Kidder Mathews at the request of Purchaser 
dated March 13, 2017 (collectively, the "Property Condition Reports"), as
described on Exhibit E attached hereto; 
(3)    ; [ANY RISK HERE?] 
(4)    documents pertaining to the environmental condition of the Real Property, which,
to the best of Seller's Knowledge, consist of the documents described on
Exhibit G attached hereto (the "Environmental Documents"); and 
(5)    all  licenses,  permits,  zoning  regulations,  improvement  agreements,  bonds,
development agreements, and any and all other governmental approvals and/or
authorizations relating to the Real Property. 
With respect to any Property Documents made available by Seller to Purchaser that were
prepared by third parties, Seller makes no representations or warranties as to the accuracy
or completeness thereof (except as otherwise expressly provided herein).

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(d)    any and all other matters concerning the current and future use, feasibility or value, or
governmental permissions or entitlements pertaining to or that are a part of the Property,
or any other matter or circumstance relevant to Purchaser in its discretion concerning the
Property, its ownership and operation and any future development potential. 
4.     Title. 
4.1    Title Commitment. Within five (5) days after the Effective Date, Seller shall provide to
Purchaser a commitment for an ALTA owner's extended coverage title insurance policy
(the "Title Commitment") issued by Old Republic Title Ltd. (the "Title Company"),
together with copies of all documents underlying any encumbrances to title ("Exceptions")
shown as special exceptions on Schedule B of the Title Commitment. Prior to 5:00 p.m.
Pacific Time on the date that is thirty (30) days after receipt of the Title Commitment,
Purchaser shall give notice to Seller of Purchaser's approval or disapproval of the Title
Commitment (the "Title Notice"). With respect to any Exception consisting of a financial
encumbrance such as a mortgage, deed of trust, or other debt security, or any attachments,
delinquent real estate taxes, mechanic's or materialmen's liens outstanding against the Real
Property ("Financial Encumbrances"), such matter shall automatically be deemed a
disapproved Exception without any notice from Purchaser. Seller hereby covenants to
remove or cause to be satisfied any Financial Encumbrances on or before the Closing Date. 
4.2    Title Cure Period.  Except with respect to Financial Encumbrances, which are governed
by the last sentence of Section 4.1, Seller shall have the right, but not the obligation,
within fifteen (15) days after receipt of the Title Notice (the "Title Cure Period"), to agree
to remove any disapproved Exceptions before the Closing Date. If Seller gives notice
within the Title Cure Period that Seller will remove any such disapproved Exception on
or before the Closing Date, such Exception shall be deemed removed for purposes hereof,
Seller shall be obligated to remove such Exception on or before the Closing Date, and
Seller's failure to remove the same on or before the Closing Date shall be a default by
Seller hereunder. 
4.3    Waiver of Uncured Exceptions. If Seller does not agree within the Title Cure Period to
remove any disapproved Exception on or before the Closing Date, Purchaser shall have
five (5) business days thereafter (such date, the "Title Waiver Date") to give Seller notice
that Purchaser does not waive its objections to such Exception. If Purchaser does not
give such notice, the parties shall proceed with Closing.  If Purchase does give such
notice, the title contingency shall be deemed not satisfied and this Agreement shall
terminate, and thereafter Seller and Purchaser shall have no further rights or obligations
under this Agreement, except those that expressly survive such termination. [PLEASE
CLARIFY WHAT RISKS HAVE SURFACED IN THE RECENT TITLE REPORT
AND HOW PROPOSED CHANGES WOULD BE DEALT WITH?] 
4.4    Approved Title. The condition of title as approved by Purchaser is referred to herein as
the "Approved Title." In addition Purchaser approves exceptions 1-15, 17-20 and 24
which appear on Schedule B II of Old Republic Title Ltd. Title commitment order
number 5207142752-S effective September 8, 2017 at 8 a.m.[NO. I SUSEPCT THERE
ARE ISSUES HERE THAT WE DO NOT APPROVE OF/SEPARATE TITLE
DISCUSSION NECESSARY.] 

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4.5    Survey; Extended Coverage and Endorsements to Title. Purc haser shall be responsible,
at its sole cost and expense, for the delivery to the Title Company of any survey (or
survey update) required by the Title Company for the issuance of an extended coverage
title insurance policy. Purchaser may request that the Title Company issue an extended
coverage policy of title insurance and provide certain endorsements to the Title Policy.
Purchaser must determine prior to the Title Waiver Date whether the Title Company will be
in a position to issue an extended coverage title insurance policy and the endorsements
thereto that Purchaser will require, and following Purchaser's waiver of its title
contingencies under Section 4.3 above, the failure or inability of the Title Company to issue
any such policy or endorsements will not be deemed to be a failure of any condition to
Closing. The additional premium cost for an extended coverage title insurance policy and
any such endorsements shall be paid by Purchaser. 













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5.     Seller's Representations and Warranties. 
5.1.    Representations and Warranties. To induce Purchaser to enter into this Agreement and to
consummate the transaction contemplated herein, Seller hereby makes the representations
and warranties in this Section 5.1 as of the date of this Agreement and as of the Closing
Date (unless another date is expressly stated), subject to the limitations set forth in
Sections 5.2 through 5.4, upon which Seller acknowledges and agrees that Purchaser is
entitled to rely. 
(a)     Organization and Power. Seller is duly formed or organized and validly existing
in the jurisdiction of its formation or organization, and is qualified to do business
in the jurisdiction in which the Real Property is located, and has all requisite
power and authority to own and operate the Real Property as currently owned
and operated. 
(b)    Authority and Binding Obligation. (i) Seller has full power and authority to
execute and deliver this Agreement and all documents now or hereafter to be
executed and delivered by Seller under this Agreement, and to perform all
obligations arising under this Agreement and such other documents, (ii) the
execution by the undersigned on behalf of Seller, and the delivery and
performance of this Agreement by Seller, has been duly and validly authorized
by all necessary action on the part of Seller, and (iii) this Agreement and such
other documents now or hereafter to be executed and delivered by Seller under
this Agreement, when executed and delivered, will each constitute the legal, valid
and binding obligations of Seller enforceable against Seller in accordance with its
terms, except to the extent Purchaser itself is in material default hereunder and
such enforceability is affected thereby. 
(c)     Consents and Approvals; No Conflicts. Subject to recordation of any Closing
Documents (defined in Section 9.2(a)) and except for the consent to assignment
of the DNR Lease by the State of Washington Department of Natural Resources,
the City Permit  by the City of Seattle,  the DOE Permit by the State of
Washington Department of Ecology, and the ACE Permit by the  by the US
Army Corp of Engineers, (i) no filing with, and no permit, authorization, consent
or approval of, any Governmental Authority or other Person is necessary for the
consummation by Seller of the transaction contemplated by this Agreement, and
(ii) neither the execution and delivery of this Agreement by Seller, nor the
consummation by Seller of the transaction contemplated under this Agreement,
nor compliance by Seller with any of the terms of this Agreement will: (A)
violate any provision of Seller's organizational or governing documents; (B)
violate any Applicable Law to which Seller is subject; or (C) result in a violation
or breach of, or constitute a default under, any Service Contracts or other contract
rights affecting the Real Property. 
(d)    DNR Lease. Seller is current on its payment obligations under the DNR Lease.
Seller has not received any notices from the State of Washington Department of
Natural Resources with respect to any default under the DNR Lease, and to the
actual Knowledge of Seller (defined in Section 5.2 below), Seller is not in default of
any of the terms of the DNR Lease with respect to any obligation of the grantee to
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be performed thereunder.[ASSUME THIS IS AN ANNUAL PAYMENT?
PROPOSAL ON A PRO-RATED PAYMENT BASED ON A FINAL
CLOSING DATE?] 
(e)     Moorage Agreements and Kayak Storage Agreements.  Before the date of this
Agreement, Seller had provided copies of  the Moorage Agreements and Kayak
Storage Agreements to Purchaser.  As of the date of this Agreement Exhibit D 
contains a representative copy of the Moorage Agreement and Kayak Agreement in
use by the Seller at this time of this Agreement. The Moorage Agreements and the
Kayak Agreements represented by the names on the Rent Roll[CONFIRM WE
HAVE THIS DOCUMENT?] are the only leases, use or occupancy agreements or
agreements for slips located in the Marina or an area within the Improvements for
storage of a kayak. Except to the extent identified on Exhibit D, as of the date of this
Agreement there are no amendments or modifications to the Moorage Agreements 
or Kayak Storage Agreements. Seller has not previously conveyed any interest in
the Moorage Agreements or Kayak Storage Agreements. There are no agreements
between Seller and third parties other than the Moorage Agreements or Kayak
Storage Agreements that will be in effect as of the Closing Date, except as listed on
the Rent Roll. There are no defaults under the Moorage Agreements or the Kayak 
Storage  Agreements  except  as  identified  on  the  Rent  Roll  dated
__________________, a copy of which is attached hereto as Exhibit H. As of the
date of this Agreement Exhibit H contains a true and complete list of all prepaid
rents (including last months' rental fees held under Moorage Agreements) and 
parking deposits currently held by Seller under the Moorage Agreements and the
Kayak Storage Agreements (collectively, the "Security Deposits") and except as set
forth on Exhibit H, no rent has been paid more than thirty (30) days in advance of
the date due. Except as set forth on the Rent Roll attached as Exhibit H, there is no
free rent to which any tenant or occupant is entitled. Seller does not collect cleaning
and/or damage deposits. Seller has not received any written notice of default from
any tenant or occupant under any of the Moorage Agreements or Kayak Storage
Agreements, and, to the actual Knowledge of Seller (defined in Section 6.2 below),
Seller is not in default of any of the terms of any Moorage Agreement or Kayak
Storage Agreement with respect to any obligation of the landlord or lessor to be
performed thereunder. [HOW IS THIS SECTION AFFECTED BY A DELAY
BY UP TO 180 FROM AGREEMENT DATE TO ACTUAL CLOSING?] 
(f)     Condemnation. Seller has not received any written notice of any pending
condemnation or other proceedings in eminent domain, and to Seller's
Knowledge, no such condemnation or eminent domain proceedings are
threatened against Seller or the Real Property or any portion thereof. 
(g)    Compliance with Applicable Law. Seller has not received any written notice of a
violation of any Applicable Law with respect to the Real Property that has not
been cured or dismissed, and to Seller's Knowledge, no such violation is
threatened or exists.
(h)    Litigation. Seller has not (i) been served with any court filing in any litigation
with respect to the Real Property in which Seller is named a party, or (ii) received
written notice of any charge or complaint from any Governmental Authority or
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other Person pursuant to any administrative, arbitration or similar adjudicatory
proceeding with respect to the Real Property which has not been settled or
dismissed. To Seller's Knowledge, no such litigation, charge or complaint has
been threatened. 
(h)    Finders and Investment Brokers. Except for CBRE, Inc. (the "Broker"), Seller
has not dealt with any Person who has acted, directly or indirectly, as a broker,
finder, financial adviser or in such other capacity for or on behalf of Seller in
connection with the transaction contemplated by this Agreement in a manner
which would entitle such Person to any fee or commission in connection with
this Agreement or the transaction contemplated in this Agreement.
(i)      Foreign Person. Seller is not a "foreign corporation" for purposes of the
withholding provisions of Section 1445 of the Code. 
(j)      Bankruptcy. Seller has not (i) commenced a voluntary case, or had entered
against it a petition, for relief under any federal bankruptcy act or any similar
petition, order or decree under any Applicable Law or statute relative to
bankruptcy, insolvency or other relief for debtors, (ii) caused, suffered or
consented to the appointment of a receiver, trustee, administrator, conservator,
liquidator or similar official in any federal, state or foreign judicial or
non-judicial proceedings, to hold, administer and/or liquidate all or substantially
all of its property, or (iii) made an assignment for the benefit of creditors.
(k)    Service Contracts. Seller CONFIRMS IT has no Service Contracts. 
(l)      Material Documents. Neither Seller nor Seller's agents, representatives or
contractors has executed or assumed any, and to Seller's Knowledge there is no,
document or agreement that will be binding on Purchaser or the Property after
Closing other than the following: 
(1)    the DNR Lease; 
(2)    the Moorage Agreements; 
(3)    the Kayak Storage Agreements; 
(4)    the City Permit ; 
(5)    ACE Permit; 
(6)    DOE Permit 
and 
(7)[CONFIRM AMOUNT]  the exceptions included in the Title Policy. 
(m)    Environmental Site Assessments. Seller has delivered to Purchaser complete
copies of the Environmental Documents described on Exhibit G, and to Seller's
Knowledge, such Environmental Documents are the only environmental site
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assessments concerning the Real Property in Seller's possession. To Seller's
Knowledge, there are no hazardous materials conditions or environmental
matters concerning the Real Property except as disclosed by the Environmental
Documents.[DISCUSS] 
(n)    Commissions.  Seller does not engage an agent with regards to Moorage
Agreements and Kayak Agreements. Seller has paid no commissions regarding
the Moorage Agreements and Kayak Agreements. Seller owes no person or
entity a commission for arranging a Moorage Agreement or a Kayak
Agreement.[OKAY] 
(o)    Service Contracts. Seller has no leasing, property management, maintenance or
service contracts.[REPEAT?] 













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(n)    Prohibited Persons and Transactions.  Neither Seller nor any person or entity
owning an interest in Seller is a person or entity with whom U.S. persons or
entities are restricted from doing business under regulations of the Office of
Foreign Assets Control ("OFAC") of the Department of the Treasury (including
those named on OFAC's Specially Designated and Blocked Persons List) or
under any statute, executive order (including the September 24, 2001, Executive
Order Blocking Property and Prohibiting Transactions with Persons Who
Commit, Threaten to Commit, or Support Terrorism), or other governmental
action, and Seller is not knowingly engaged and will not knowingly engage in
any dealings or transactions or be otherwise associated with such persons or
entities.
(o)    Purchase Options. Other than the right of Purchaser pursuant to this Agreement,
Seller has not granted to any person or entity a conditional or unconditional right
or option to purchase all or any part of the Property. 
(p)    Defined Terms. As used in this Section 5.1 and the remainder of this Agreement,
the following defined terms have the following meanings: 
(1)    "Applicable Law" means all statutes, laws, common law, rules,
regulations, ordinances, codes or other legal requirements of any
Governmental Authority and similar quasi-governmental agencies or
entities, and any judgment, injunction, order, directive, decree or other
judicial or regulatory requirement of any court or Governmental
Authority of competent jurisdiction affecting or relating to the Person or
property in question. 
(2)    "Governmental Authority" means any federal, state or local government
or other political subdivision thereof, including, without limitation, any
agency or entity exercising executive, legislative, judicial, regulatory or
administrative governmental powers or functions, in each case to the
extent the same has jurisdiction over the Person or property in question. 
(3)    "Person" means any natural person, corporation, general or limited
partnership, limited liability company, association, joint venture, trust,
estate, Governmental Authority or other legal  entity, in each case
whether in its own or a representative capacity. 
5.2.    LIMITATION  ON  SELLER'S  REPRESENTATIONS  AND  WARRANTIES.
PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS OTHERWISE
EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY CLOSING DOCUMENT
AND SUBJECT TO THE REPRESENTATIONS AND WARRANTIES OF SELLER
SET FORTH IN THIS AGREEMENT OR ANY CLOSING DOCUMENT, NEITHER
SELLER NOR ANY OF ITS AGENTS OR REPRESENTATIVES HAVE MADE ANY
REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT TO THE
REAL  PROPERTY  OR  ANY  PORTION  THEREOF.  PURCHASER
ACKNOWLEDGES AND AGREES THAT PURCHASER IS NOT RELYING ON
ANY STATEMENT MADE OR INFORMATION PROVIDED TO PURCHASER BY
SELLER OR ANY OF AGENTS OR REPRESENTATIVES, EXCEPT FOR THE

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REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY SELLER IN
THIS AGREEMENT OR IN ANY CLOSING DOCUMENT. 
Purchaser's Initials _________ 
5.3.    Effect of Purchaser's Knowledge. If Purchaser has Knowledge prior to Closing of a
breach of any representation or warranty made by Seller in this Agreement and Purchaser
nevertheless elects to close this transaction, such representation or warranty by Seller
with respect to such matter shall be deemed to be modified to reflect such Purchaser's
Knowledge. "Knowledge" means, with respect to Purchaser, (a) the actual knowledge of
Jeffrey Utterback, Director - Real Estate and Economic Development of Purchaser,
which individual Purchaser represents and warrants is the individuals within Purchaser's
organization who is most likely to possess the information that is the subject of a
particular representation or warranty set forth herein, (b) any matter disclosed in any
written documents or written materials provided by Seller to Purchaser prior to Closing,
and (c) any matter disclosed by any Purchaser due diligence reports or by any on-site
inspections conducted by or at the direction of Purchaser.
6.     Purchaser's Representations and Warranties. 
6.1.    Representations and Warranties. To induce Seller to enter into this Agreement and to
consummate the transaction contemplated hereby, Purchaser hereby makes the
representations and warranties in this Section 6.1, subject to the limitation in Section 6.2,
upon which Purchaser acknowledges and agrees that Seller is entitled to rely. 
(a)     Authority and Binding Obligation. (i) Purchaser has full power and authority to
execute and deliver this Agreement and all documents now or hereafter to be
executed and delivered by Purchaser under this Agreement, and to perform all
obligations arising under this Agreement and such other documents, and (ii) this
Agreement and such other documents now or hereafter to be executed and
delivered by Purchaser under this Agreement, when executed and delivered, will
each constitute the legal, valid and binding obligations of Purchaser enforceable
against Purchaser in accordance with its terms, except to the extent Seller itself is
in material default hereunder and such enforceability is affected thereby. 
(b)    Consents and Approvals; No Conflicts. With the exception of the approval of the
Port of Seattle Commissioners of the transaction contemplated by this Agreement
at an open public meeting, (i) no filing with, and no permit, authorization,
consent or approval of, any Governmental Authority or other Person is necessary
for the consummation by Purchaser of its obligations under this Agreement, and
(ii) neither the execution and delivery of this Agreement by Purchaser, nor the
consummation by Purchaser of the transaction contemplated under this
Agreement, nor compliance by Purchaser with any of the terms of this
Agreement will violate any Applicable Law to which Purchaser is subject.
(c)     Finders and Investment Brokers. Other than Broker, Purchaser has not dealt with
any Person who has acted, directly or indirectly, as a broker, finder, financial
adviser or in such other capacity for or on behalf of Purchaser in connection with
the transaction contemplated by this Agreement in any manner which would

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entitle such Person to any fee or commission in connection with this Agreement
or the transaction contemplated in this Agreement. 
(d)    Prohibited Persons and Transactions. Purchaser is not knowingly engaged and
will not knowingly engage in any dealings or transactions or be otherwise
associated with any persons or entities with whom U.S. persons or entities are
restricted from doing business under regulations of OFAC of the Department of
the Treasury (including those named on the OFAC's Specially Designated and
Blocked Persons List) or under any statute, executive order (including the
September 24, 2001, Executive Order Blocking Property and Prohibiting
Transactions with Persons Who Commit, Threaten to Commit, or Support
Terrorism), or other governmental action.
6.2.    Effect of Seller's Knowledge. If Seller has Knowledge prior t o Closing of a breach of
any representation or warranty made by Purchaser in this Agreement and Seller
nevertheless elects to close this transaction, such representation or warranty by Purchaser
with respect to such matter shall be deemed to be modified to reflect such Seller's
Knowledge. "Knowledge" means, with respect to Seller, the actual knowledge of
Charles Draper Jr. sPresident of Seller, which individuals Seller represents and warrants 
are most likely to possess the information that is the subject of a particular representation
or warranty set forth herein. 
7.     Real Property Disclosure Statement.  Purchaser and Seller acknowledge that the Property
constitutes "Commercial Real Estate" as defined in RCW 64.06.005. Purchaser waives receipt of
the seller disclosure statement required under RCW 64.06 for transactions involving the sale of
commercial real estate.[NTD: My understanding is that the Port has spent hundreds of thousands
of dollars on due diligence. There are statements in the Disclosure Statement are not appropriate
for the transaction because of the amount of due diligence and the statements in 5.1 m and
14.][DISCUSS] 
8.     Covenants; Actions Pending Closing. 
8.1.    Further Assurances. From the date of this Agreement until the Closing or termination of
this Agreement, Seller and Purchaser shall use commercially reasonable efforts to take, or
cause to be taken, all actions and to do, or cause to be done, all things necessary, proper
or advisable to consummate the transaction contemplated in this Agreement. After the
Closing, Seller and Purchaser shall use commercially reasonable efforts (at no cost or
expense to such Party, other than any de minimis cost or expense or any cost or expense
which the requesting Party agrees in writing to reimburse) to further effect the transaction
contemplated in this Agreement. This Section 8.1 shall survive termination and the
Closing. 
8.2.    Title. Seller shall not make or permit any changes to the Property o r to the condition of
title to the Property, except with Purchaser's advance written consent, which Purchaser
may withhold in its sole and absolute discretion. 
8.3.    Consent to Assignment of DNR Lease. Promptly following the date on which the
45-Day Notice (defined in Section 10.1 below) is given, Seller shall submit to the State of
Washington Department of Natural Resources a request for consent to assignment of the

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DNR Lease, which request shall have been submitted to and approved by Purchaser prior
to its submission to the State of Washington Department of Natural Resources. 
8.4.    Maintenance and Operation of Property. Except with respect to those actions that are
necessary to bring the Property into the condition that is required as of the Closing Date
(i.e., the termination of agreements for moorage or storage of vessels, vehicles or other
personal property, other than the Moorage Agreements and the Kayak Storage
Agreements, and the clearing of the upland areas of the Property and of the
Improvements of any personal property other than the kayaks located therein), Seller
shall maintain and operate the Property in its current condition and under current business
practices, reasonable wear and tear excepted, and shall maintain existing insurance
coverage in full force and effect. Seller shall not make any alterations to or upon the
Property (other than de minimis and immaterial alterations), except with Purchaser's
advance written consent.
8.5.     Storage or Occupancy Agreements.
(a)     [DISCUSS   THE   PROCESS   IN   THE   ABSENCE   OF   THIS
CLAUSE][SAME] 
(c)     Termination  of  Storage  Agreements  and  Moorage  Agreements  for
Non-Seaworthy Vessels. Not more than thirty (30) days after the Effective Date,
Seller shall identify and provide to Purchaser a list of any vessels currently
moored at the Marina or stored on the Real Property that are not seaworthy. For
purposes of this Section 8.5(c), the term  "seaworthy" means constructed, 
outfitted, manned, safe and in all respects fitted for a voyage at sea. Seller shall,
at least seven (7) days prior to the Closing Date, provide to Purchaser evidence
that (1) all agreements for the moorage or storage of any vessels that are not
seaworthy have been terminated, and (2) the vessels identified as such have been
removed from the Real Property. 
(d)    Termination of Other Storage or Occupancy Agreements. With the exception of
the Moorage Agreements and the Kayak Storage Agreements, Seller shall, prior
to the Closing Date, terminate all other storage or occupancy agreements
affecting the Real Property, including but not limited to any agreements for
(1) the moorage or dockage of a houseboat at the Marina  [please clarify- 
"houseboats" at the marina are seaworthy and are under Moorage
Agreements][UNLIKLEY THEY ARE SEAWORTHY UNDER THE PORT
CRITERIA/PORT PREFERS TO NOT HAVE HOUSEBOATS AS WE DO
NOT ALLOW THEM AT ANY OTHER PORT OWNED MARINA]; and/or
(2) the storage of any personal property within any of the Improvements or on
any portion of the uplands, and thereafter cause any such houseboats to be 
removed from the Marina and personal property to be removed from the
Improvements and/or uplands. 
8.6.    Security Deposit in this context means last months rent. It makes sense to provide last
months rent to the Purchaser, and not return it to the tenant.[WE PREFER TO NOT
RECEIVE THESE DEPOSIT FUNDS AND HAVE THE MOORAGE

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AGREEMENTS TRANSFERRED AND DEPOSITS RETURNED AS PART OF
THE FINAL CLOSING.]
8.7.    Copies of Notices. Seller shall provide  Purchaser with a copy of any written notice
received by Seller after execution of this Agreement and prior to the date of Closing
related to any violation or alleged violation of any federal, state or municipal laws,
ordinances, orders, regulations, codes or other requirements affecting the Property, or any
pending or threatened action, proceedings or claims affecting the Property, and, at its sole
cost and expense, shall cure any such violations prior to Closing. 
8.8.    No Marketing of Property. From the date of  this Agreement until the Closing or
termination of this Agreement, Seller shall not solicit, negotiate or accept, nor permit to
be solicited or negotiated, other offers for purchase, financing or joint venture involving
the Property from or with any third party. 
8.10   Permits.     Promptly following the date on which the 45-Day Notice (defined in
Section 10.1 below) is given, Seller shall submit to the State of Washington Department of
Ecology, the US Army Corp of Engineers, and the City of Seattle a request for consent to
assignment of the DOE Permit, the ACE Permit and the City Permit, which request shall have
been submitted to and approved by Purchaser prior to their submission.[OKAY] 
9.     Conditions to Closing. 
9.1.    Additional Conditions to Purchaser's Obligations.  Purchaser's obligation to close the
transaction contemplated under this Agreement is also subject to the satisfaction at or
prior to Closing of the following conditions (the "Purchaser Closing Conditions"): 
(a)     Seller's Deliveries. Seller shall have delivere d to Purchaser or deposited with
Title Company, in its capacity as escrow agent for the transaction contemplated
by this Agreement (the "Escrow Agent"), all of the Closing Documents and other
items set forth in Section 10.2(a). 
(b)    Representations and Warranties. Each of Seller's representations and warranties
made in this Agreement shall be true and correct in all material respects as of the
Closing Date (except statements made on the Rent Roll attached hereto as
Exhibit H, which statements are made as of the date of such Rent Roll and
remade as of the date of the updated Rent Roll that Seller covenants to deliver to
Purchaser not earlier than seven (7) days prior to the Closing Date.) 
(c)     Covenants and Obligations. Seller shall have performed in all mat erial respects
all of its covenants and obligations under this Agreement. 
(d)    Title Policy. The Title Company shall have unconditionally and irrevocably
committed to issue an owner's standard coverage  title insurance policy, ALTA
standard coverage 2006 form showing Approved Title. (the "Title Policy"). 
[SIGNIFICANTLY DIFFERENT?] 

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(e)     Consent to Assignment of DNR Lease. Seller shall have received a consent t o
assign the DNR Lease to Purchaser from the State of Washington Department of
Natural Resources. 
(f)     Port of Seattle Commissioners' Approval. Purchaser shall have received  the
approval of the Port of Seattle Commissioners to proceed with the transaction
contemplated by this Agreement, which approval shall have been obtained after
all requirements of an open public meeting to discuss this Agreement shall have
been met. 
(g)    Condition of Property; Pre-Closing Inspection of Property.  Prior to Closing,
Seller shall (i) remove all personal property from the uplands area of the Real
Property and from the Improvements located on the Real Property, with the
exception of the kayaks located in the Improvements to the extent the storage
thereof is pursuant to an existing Kayak Storage Agreement, and (ii) cause to be
removed from the Real Property and/or the Marina all vessels that are not in
seaworthy condition, such that other than (x) seaworthy vessels located in a slip
of the Marina pursuant to an existing Moorage Agreement, and (y) kayaks being
stored pursuant to an existing Kayak Storage Agreement, the Real Property is
delivered to Purchaser broom-clean and vacant.
To confirm that Seller has put the Real Property into the required condition, at
least two (2) business days before the scheduled Closing Date, but not more than
five (5) business days before the scheduled Closing Date, Seller and Purchaser
shall arrange to meet at the Marina for a pre-closing inspection of the Real
Property. The inspection shall include the following: 
(1)    a tour of the Marina, evidencing that the Improvements have been
maintained in the condition required hereunder and that all vessels then
moored at the Marina are moored pursuant to valid Moorage Agreements
and are seaworthy; 
(2)    a tour of the upland areas of the Real Property, evidencing that all
personal property (other than kayaks that are to remain pursuant to
existing Kayak Storage Agreements) located in the Improvements or on
the Land has been removed, and that the Improvements and the Land are
in broom-clean and presentable condition; and 
(3)    a review of Seller's records relating to the Moorage Agreements and the
Kayak Storage Agreements, evidencing that all Security Deposits
previously made by the tenants thereunder have been returned to such
tenants.
The Purchaser Closing Conditions are for the benefit of Purchaser, and Purchaser shall
have the right, except as expressly provided in Section 9.3, to waive any of the Purchaser
Closing Conditions at or prior to Closing; provided, however, that any such waiver must
be in writing. 

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9.2.    Additional Conditions to Seller's Obligations. Seller's obligations to close the transaction
contemplated under this Agreement is subject to the satisfaction at or prior to Closing of
the following conditions (the "Seller Closing Conditions"): 
(a)     Receipt of the Purchase Price. Purchaser shall have deposited the Purchase Price
(as adjusted by the prorations and credits set forth herein) with Escrow Agent.
(b)    Purchaser's Deliveries. Purchaser shall have delivered to Seller or deposited with
Escrow Agent all of the Closing Documents and other items set forth in
Section 10.2(b). 
(c)     Representations and Warranties. Each of the representations and warranties of
Purchaser made in this Agreement shall be true and correct in all material
respects as of the Closing Date. 
(d)    Covenants and Obligations. Purchaser shall have performed in all material
respects all of its covenants and obligations under this Agreement. 
The Seller Closing Conditions are for the benefit of Seller, and Seller shall have the right,
except as expressly provided in Section  9.3, to waive any of the Seller Closing
Conditions at or prior to Closing; provided, however, that any such waiver must be in
writing. 
9.3.    Frustration of Closing Conditions. Seller and Purchaser may not rely on the failure of the
Seller Closing Conditions or the Purchaser Closing Conditions, respectively, if such
failure was caused by such Party's failure to act in good faith or to use its commercially
reasonable efforts to cause the Closing to occur. 
10.    Closing. 
10.1.   Closing Date. The closing of the transaction contemplated under this Agreement (the
"Closing") shall occur (a) no earlier than forty-five (45) days after the Effective Date and
receipt by Purchaser of Seller's 45-day notice to close the transaction contemplated by
this Agreement (the "45-Day Notice"), but (B) no later than one hundred eighty (180)
days after the Effective Date (the date on which the Closing occurs is referred to herein as
the "Closing Date").





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10.2.   Closing Escrow. The Closing shall take place via escrow in accordance with the terms
and conditions set forth herein.
(a)     Seller's Deliveries. In time sufficient to facilitate Closing on the Closing Date,
Seller shall deliver to or cause to be deposited with Escrow Agent for the benefit
of Purchaser all of the items set forth in this Section 10.2(a) (collectively, the
"Closing Documents"), as follows: 
(1)    A Quitclaim Deed (the "Deed") in the form attached hereto as Exhibit J,
duly executed and acknowledged by Seller, conveying to Purchaser all of
Seller's interest in the Land and Improvements  ;[DISCUSS/NOT
LIKELY] 
(2)    A real estate excise tax affidavit, duly completed, executed and
acknowledged by Seller; 
(3)    An Assignment and Assumption of the DNR Lease, together with
evidence that the State of Washington Department of Natural Resources
has provided its consent to such assignment (the "DNR Lease
Assignment"); 
(4)    An Assignment and Assumption Agreement (the "Assignment and
Assumption Agreement"), in the form attached hereto as Exhibit K, duly
executed and acknowledged by Seller, conveying to Purchaser all of
Seller's interest in the Moorage Agreements and the Kayak Storage
Agreements; 
(5)    An Assignment of Intangible Property, in the form attached hereto as
Exhibit L, duly executed and acknowledged by Seller, conveying to
Purchaser all of Seller's interest in the certain tangible and intangible
property more particularly described therein, together with all of Seller's 
rights with respect to the Insurance Policies and Third Party Claims; 
(6)    A Transferor's Certificate of Non-Foreign Status substantially in the form
attached to this Agreement as Exhibit M ("FIRPTA Certificate") properly
executed by Seller; 
(7)    Such agreements, affidavits or other documents as may be reasonably
required by the Title Company from Seller to issue the Title Policy; and 
(8)    Such other documents and instruments as may be reasonably requested
by Purchaser or the Title Company to consummate the transaction
contemplated in this Agreement. 
(b)    Purchaser's Deliveries. In time sufficient to facilitate Closing on the Closing
Date, Purchaser shall deliver to or cause to be deposited with Escrow Agent for
the benefit of Seller all of the items set forth in this Section 10.2(b), as follows: 
(1)    The Purchase Price as adjusted for prorations, credits and costs as set
forth in Sections 11.1 and 11.2 below;
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(2)    An executed counterpart of each of the Closing Documents and
instruments to be delivered by Seller under Section 10.2(a)  which
requires execution by Purchaser; and 
(3)    Such other documents and instruments as may be reasonably requested
by Seller or the Title Company to consummate the transaction
contemplated in this Agreement. 
10.3.   Holdback for Completion of Certain Seller Obligations.  Because Seller operates an
ongoing business on the Real Property, the parties acknowledge that it may be difficult to
determine, as of the Closing Date and prior to Purchaser commencing to operate such
business, whether all of Seller's obligations that are conditions to Closing have been
completed as of the Closing Date, including but not limited to whether (a) there are any
outstanding claims for any work done at the Real Property prior to the Closing Date and
(b) all payments with respect to utilities for the period prior to the Closing Date have
been paid in full. Additionally, Purchaser may elect, notwithstanding Seller's failure to
complete (w) the removal of personal property (as required by Section 8.5(d) and Section
9.1(g) above) and (x) the removal of any vessels from the Marina or the uplands portion
of the Real Property that are not seaworthy (as required by Section 9.1(g) above), , to
proceed with Closing and to account for such items for which Seller is responsible
following Closing (all of such foregoing items (a) through (c) and (w) through (z), the
"Seller Closing Obligations").  [HOUSEBOATS REMOVAL HAS TO BE REINSERTED
/DISCUSS DEPOSITS PROCESS] 
Seller agrees to indemnify Purchaser for all costs in connection with the completion of
the Seller Closing Obligations and to defend and hold Purchaser harmless for any and all
losses, damages, costs, claims and expenses incurred by Purchaser (including without
limitation, reasonable attorneys' fees and costs) based on Seller's failure to complete the
Seller Closing Obligations by the Closing Date, or any claims made by Seller's
contractors  and/or agents regarding injuries sustained on the Real Property during
performance of said work, or Seller's failure to pay said contractor and/or agents for such
work resulting in the recording of a mechanics' lien against the Real Property. To
provide additional security to Purchaser that funds for the completion of the Seller
Closing Obligations will be available, Seller agrees to set aside, from the proceeds of the
sale of the Property in an account to be maintained at First American Title Insurance
Company, a holdback equal to __[3% OF SALE PRICE]__ Dollars ($____________),
or such lesser amount as is agreed upon by the parties based on the extent to which the
Seller Closing Obligations have been completed or remain incomplete as of the Closing
Date (the "Holdback Amount"). To determine the Holdback  Amount, Purchaser agrees
to obtain, following the inspection performed pursuant to Section 9.1(g) above, an
estimate for the cost to complete the Seller Closing Obligations and to provide such
estimate to Seller for its review (which amount shall be in addition to a reserve for items
not susceptible of any such estimate, including future claims by third parties). Seller may
elect to obtain its own estimate for the Seller Closing Obligations, and if it does so, the
parties will work together in good faith to agree on the estimated cost for the Holdback
Amount. By the date that is six (6) months following the Closing Date, Purchaser shall
present to Seller an accounting of costs incurred to complete the Seller Closing
Obligations, with reasonable back-up for all amounts included therein  (the "Final
Accounting"). The amount due pursuant to the Final Accounting shall be payable to
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Purchaser from the Holdback Amount within seven (7) days following submission of the
invoice for the Final Accounting by Purchaser to Seller and First American Title
Insurance Company; any deficiency will be payable by Seller to Purchaser within thirty
(30) days following such submission of the Final Accounting.
10.4.   Possession. Immediately upon Closing, Seller shall deliver possession of the Property to
Purchaser, subject to those items constituting Permitted Exceptions, the rights of tenants
or lessees under the Moorage Agreements and the Kayak Storage Agreements, and to the
extent not previously delivered to Purchaser, Seller shall deliver the following: 
(a)     Originals of all Property Documents, Moorage Agreements, Kayak Storage
Agreements and all other documents in Seller's possession or control relating to
the ownership, maintenance and operation of the Property, or copies if the
originals are not available. 
(b)    Keys and combinations to all entrance doors in the Improvements and other areas
where required for access, reasonably identified, and all operating manuals
relating to operation of the equipment and systems which are part of the Property. 
(c)     A notice duly executed by Seller, addressed to the tenants of the Marina,
notifying them of Purchaser's purchase of the Property and setting forth the name
and address of the party to receive payments of rent due under the Moorage
Agreements and the Kayak Storage Agreements or notices required thereunder. 
Seller acknowledges that except for the Moorage Agreements and the Kayak Storage
Agreements and the watercraft that are the subject of each, which agreements will remain
in effect from and after the Closing Date, all other agreements for occupancy of any
portion of the Improvements or storage of any  personal property within the
Improvements or on any part of the Real Property are to be terminated, and possession of
the Improvements located on the Real Property (other than the watercraft that are the
subject of either a Moorage Agreement or a Kayak Storage Agreement) is to be delivered
to Purchaser vacant and free of personal property belonging to either Seller or third
parties.
11.    Closing Costs and Prorations. At the Closing, closing costs shall be paid and prorations made
as follows: 
11.1.   Closing Costs. Purchaser and Seller shall each pay their own attorneys' fees and one -half
(1/2) of any escrow fees imposed by Escrow Agent. Seller shall pay the real estate excise
tax, the premium for an ALTA standard coverage policy of title insurance and the
commission due to Broker in connection with the completion of this transaction (in
accordance with the terms of a separate agreement). Purchaser shall pay the additional
premium required for the issuance of an ALTA extended coverage policy of title
insurance and any endorsements required by Purchaser, and all recording costs. Any
other closing costs shall be paid by Seller. 


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11.2.   Prorations Generally. Seller shall prepare and submit to Purchaser for Purchaser's
review, at least five (5) business days prior to the Closing Date, a draft proration
statement setting forth the prorations and adjustments contemplated by this Agreement.
Once Seller and Purchaser have agreed on such proration statement, and at least three (3)
business days prior to the Closing Date, Seller and Purchaser shall submit the same to the
Escrow Agent and the Escrow Agent shall prepare the Settlement Statement and submit
the same to Seller and Purchaser for their approval at least two (2) business days prior to
the Closing Date. Taxes, DNR Lease Rent and Rents (each as defined below) shall be
prorated between Seller and Purchaser; Operating Expenses shall be paid as described in
part (b) below. All prorations shall be made as of 12:01 a.m. on the Closing Date, so that
for purposes of prorations, Purchaser shall be deemed in ownership of the Property
throughout such day. All income and expenses for the Property attributable to the period
prior to the Closing Date shall be allocated to Seller and all income and expenses for the
Property attributable to the period after the Closing Date shall be allocated to Purchaser. 
(a)     As used herein, "Taxes" include all real property taxes and similar charges of any
kind. All delinquent Taxes (including penalties thereon) shall be paid at Closing
out of funds due Seller. Any non-delinquent Taxes shall be prorated based on the
current tax bill. If any additional or supplemental Taxes are assessed against the
Property for back assessments, corrections to previous tax bills or other events
occurring before the Closing Date, Seller shall pay the same and the parties shall
make necessary adjustments after Closing. All assessments levied against the
Real Property for improvements which are payable in installments shall be
prorated as to the current installment, and Purchaser shall acquire the Real
Property subject to the lien of future installments as they become due.  Any
delinquent assessments, together with any penalties and interest thereon, shall be
paid by Seller on or before the Closing Date. 
(b)    As used herein "Operating Expenses" include all costs incurred in operating the
Property in the normal course of business in a manner similar to the operation of
similar properties in the area, including, without limitation, utility charges..
Purchaser will not be assuming any of Seller's obligations under any contract
with respect to the Real Property, except the DNR Lease, Moorage Agreements
and Kayak Agreements. Seller shall arrange for readings of utility meters to
occur as of the day before the Closing Date, and Seller shall be responsible for all
charges in connection with utility accounts in Seller's name. Purchaser shall
open new utility accounts with the utility service providers serving the Property.
(c)     As used herein, "DNR Lease Rent" means the Annual Fee payable for the current
term under the DNR Lease, plus all Leasehold Excise Tax payable in connection
therewith. 
(d)    As used herein, "Rents" include all income from any source generated by the
Property, including, without limitation, all [there are no fixed rents, escalationthe
Moorage aand Kayak Agreements are month to month] payments payable
under the Moorage Agreements  and the Kayak Storage Agreements. All
non-delinquent Rents shall be prorated on an accrual basis. Any Rents due but
unpaid as of the Closing shall be considered delinquent. All delinquent Rents
shall be prorated by the parties as of the Closing, but not until they are actually
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collected, and Seller shall not receive a credit for delinquent Rents at Closing.
Purchaser shall use commercially reasonable efforts to collect any delinquent
Rents after the Closing, but shall not be obligated to institute suit or terminate a
tenant's right of occupancy. After the Closing, Seller shall not take any action
against a tenant owing delinquent Rents that would affect such tenant's right to
occupy its leased slip or storage space at the Marina. Seller shall not be entitled
to any Rents received from tenants after the Closing unless such tenants are
current in their Rents for periods occurring from and after the Closing, and in the
event Seller receives any payments of Rents from any tenants subsequent to the
Closing, such payments shall be endorsed in favor of Purchaser and immediately
delivered to Purchaser. All delinquent Rents collected by Purchaser, net of costs
of collection, shall be applied first against any amounts then currently due and
then to amounts most recently overdue Any tenant deposits or prepaid Rents
shall be transferred by Seller to Purchaser at Closing. [DISCUSS DEPOSITS] 
12.    Default and Failure of Closing Conditions. 
12.1.   Purchaser's Default. If Purchaser fails, without legal excuse, to complete the purchase of
the Property in accordance with this Agreement, Seller may pursue any legal remedies
available under Washington law.
12.2.   Seller's Default. If, other than as a result of a failure of a condition to Closing described
in Section 9  above  that does not also constitute a default (e.g., a breach of a
representation and warranty or the failure by a party to perform its covenants in any
material respect that constitutes both a default and a failure of a condition), Seller fails to
complete the sale of the Property in accordance with this Agreement, then Purchaser may
elect one of the following remedies: (i) terminate this Agreement, in which case Seller
and Purchaser shall have no further rights or obligations under this Agreement, except
those which expressly survive such termination; provided, however, that Seller shall
reimburse all actual out of pocket costs and expenses incurred by Purchaser in connection
with this Agreement and the transactions contemplated hereby up to Five Hundred
Thousand Dollars ($500,000.00) (payable following a reasonable time after the date on
which, and then only to the extent, Purchaser has provided to Seller documentation
evidencing such costs); or (ii) proceed to Closing without any reduction in or setoff
against the Purchase Price; or (iii) pursue any other legal remedies available under
Washington law, including, but not limited to, injunction for specific performance. In the
event that Purchaser elects to proceed under clause (i) above and Seller fails to make the
required payment on the terms set forth above, or in the event that Purchaser elects to
proceed under clause (iii) above, then it is acknowledged and agreed that the fees, costs
and expenses that may become payable pursuant to Section 16.6 are in addition to the
remedies set forth in this Section 12.2 (but in each case, only to the extent incurred in
such enforcement action). In the event that Purchaser elects to proceed under clause (i)
above and Seller pays the amount due within a reasonable time following receipt of
documentation for expenses incurred, or in the event that Purchaser elects to proceed
under clause (ii) above and Seller, promptly after Purchaser files such action, transfers
the Property to Purchaser pursuant to the terms of this Agreement, then Section 16.6 shall
not be applicable. 

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13.    Casualty and Condemnation. If the Property or any part thereof (1) is materially damaged by
casualty, or (2) is materially affected by a taking or is the subject of a notice of a material taking
by eminent domain prior to the Closing Date, Seller shall promptly notify Purchaser. Within ten
(10) days after such notice, Purchaser shall give notice that it elects to (a) terminate this
Agreement, in which event the parties shall have no further obligations hereunder, or (b) proceed
to Closing, in which event Seller shall assign to Purchaser all insurance proceeds attributable to
the Property arising from the casualty, together with a credit against the Purchase Price equal to
the deductible amount under the applicable insurance policy, or pay over and assign to Purchaser
all awards recovered or recoverable on account of such taking, as the case may be. If Purchaser
elects to proceed under clause (b) above, Seller shall not compromise, settle, or adjust any claims
to such proceeds or awards without Purchaser's prior written consent (which consent shall not be
unreasonably withheld). If Seller's notice is given within ten (10) days prior to the Closing Date,
the Closing Date shall be extended to a date three (3) days after the expiration of Purchaser's
ten-day period. For purposes of this Agreement, a casualty or a taking shall be deemed to be
"material" if such casualty or condemnation would have an estimated economic effect upon the
Property in excess of $500,000, would cause the Property to be in violation of Applicable Laws,
including, without limitation, parking requirements. 
14.    Hazardous Substances.  Purchaser acknowledges that it has been given the opportunity to
perform, and has as part of its due diligence retained its own consultant(s) to perform and prepare,
inspections and reports with respect to the environmental condition of the Property. Accordingly,
other than as expressly set forth in Section 5.1(m), Purchaser confirms that it is not relying on any
information provided by Seller regarding the environmental condition of the Property, including
but not limited to the Environmental Documents. Except as expressly set forth in Section 5.1(m),
Seller makes no representation or warranty of any kind, express or implied, that there is or has
been no presence on, disposal on, in or at, or release or threatened release onto the Property at any
time during or prior to Seller's ownership of the Property, of any Hazardous Substances. As used
in this Agreement, "Hazardous Substances" shall mean: any petroleum product and any chemical,
substance or material defined, classified, or designated as hazardous, dangerous, toxic, corrosive,
explosive, radioactive, or other similar term, or as a hazardous substance, hazardous waste,
pollutant, contaminate, or other similar term, by any federal, state or local statute, regulation, or
ordinance presently in effect or that may be promulgated in the future, as they may be amended
from time to time, including but not limited to the Federal Resource Conservation and Recovery
Act of 1976, 42 U.S.C. Section 6901 et seq.; the Federal Comprehensive Environmental
Response, Compensation, and Liability Act of 1980, 42 U.S.C. Section 9601 et seq.; the Federal
Hazardous Materials Transportation Control Act, 49 U.S.C. Section 1801 et seq.; the Federal
Clean Air Act, 42 U.S.C. Sections 7401 et seq.; the Federal Water Pollution Control Act, Federal
Clean Water Act of 1977, 33 U.S.C. Section 1251 et seq.; the Federal Insecticide, Fungicide, and
Rodenticide Act, Federal Pesticide Act of 1978 7 U.S.C. Section 136 et seq.; the Federal Toxic
Substances Control Act, 15 U.S.C. Section 2601 et seq.; the Federal Safe Drinking Water Act, 42
U.S.C. Section 300(f) et seq.; and the Model Toxics Control Act, RCW 70.105D et seq.



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15.    Release.
15.1   For the purposes of this section 15, the terms "Purchaser," "Seller" and "Parties" includes
all of their respective employees, agents, partners, associates, representatives, attorneys, directors,
officers, members, managers, owners, shareholders, parent companies, subsidiary companies,
affiliated entities, servants, trustees, administrators, executors, licensors, licensees, subrogees,
predecessors, successors and assigns. 
15.2   Purchaser hereby fully and finally releases, waives, abandons, acquits, agrees not to
assert or bring, and forever discharges Seller from, any and all Claims, including any cost
recovery actions, under any Environmental Law, or for any Environmental Costs, based upon or
relating to any Release of Hazardous Substances. As used in this Section (C), the following terms
have the following meanings: 
"Environmental Law" means any Law, regulation, Governmental Authorization or Governmental
Order relating to pollution, contamination, Hazardous Materials or protection of the environment
including, without limitation, the Comprehensive Environmental Response, Compensation, and
Liability Act of 1980, also known as "Superfund" or "CERCLA," 42 U.S.C.  9601, et seq., as
amended, or under the Washington State Model Toxics Control Act, RCW ch. 70.105D
("MTCA"), as amended, and any similar or equivalent law now existing or hereinafter enacted 
"Environmental Costs" means any and all fees, costs, expenses, fines, penalties or charges,
including any fees, costs and expenses of attorneys, experts, consultants and engineers, incurred
in connection with investigating, defending, remediating or otherwise responding to any Release
of Hazardous Materials, any violation or alleged violation of any Environmental Law, any
Governmental requirement, or any other actions necessary to comply with any Environmental
Law. 
"Release of Hazardous Substances" means the spilling, leaking, disposing, discharging, emitting,
depositing, dumping, ejecting, leaching, migrating, escaping, or any other release or threatened
release however defined, whether intentional, unintentional or accidental, of any Hazardous
Material at, on, into, from or under the Property at any time, whether before or after the Closing. 
15.3 . Purchaser understands and agrees that this Section 15 extinguishes all claims, whether
known or unknown, foreseen or unforeseen. The Purchaser acknowledges and understand that it
or its agents or attorneys may hereafter discover claims or facts that are different from, or in
addition to, the claims or facts the Purchaser presently knows or believes to exist. The Purchaser
expressly accepts and assumes the risk of any such different or additional claims or facts, and
agrees that this Agreement, and the compromises, releases and other provisions hereof shall
remain effective notwithstanding the discovery of any such different or additional claims or facts. 
15.4   Purchaser agrees to this section 15 voluntarily, and not based upon any assurances,
representations or statements by anyone regarding the merits or value of any of the released
claims or regarding the alleged liability of the Seller.
15.5   Purchaser agrees to this section 15 freely, knowingly, and voluntarily, and that no
representations, threats, promises or inducements of any kind have been made to induce
Purchaser to sign this Agreement with this section 15 other than the terms expressly set forth
herein. 
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[ELIZABETH BLACK TO REVIEW AND COMMENT ON THIS SECTION] 
16.    Miscellaneous Provisions. 
16.1.   Notices. 
(a)     Method of Delivery. All notices, requests, demands and other communications
(each, a "Notice") required to be provided to the other Party pursuant to this
Agreement shall be in writing and shall be delivered (i) in person, (ii) by certified
U.S. mail, with postage prepaid and return receipt requested, (iii) by overnight
courier service, or (iv) by facsimile or email transmittal, with a verification copy
sent on the same day by any of the methods set forth in clauses (i), (ii) and (iii),
to the other Party to this Agreement at the following address (including email
address) or facsimile number (or to such other address or facsimile number as
Seller or Purchaser may designate from time to time pursuant to Section 16.1(c)): 
If to Seller:                       If to Purchaser: 
Draper Machine Works, Inc.        Port of Seattle 
2100 West Commodore Way       2711 Alaskan Way 
Seattle, Washington 98199         Seattle, Washington 98121 
Attn: Charles Draper Jr.           Attn: Jeffrey Utterback 
Email:                    Email: utterback.j@portseattle.org 
With copies to: 
Miller Nash Graham & Dunn LLP    Dorsey & Whitney LLP 
2801 Alaskan Way, Suite 300       701 Fifth Avenue, Suite 6100 
Seattle, Washington 98121         Seattle, Washington 98104 
Attn: Maren K. Gaylor           Attn: Michael L. Cohen/Jay Riffkin 
Facsimile No.: (206) 340-9599       Facsimile No.: (213) 623-1673 
Email: mgaylor@millernash.com     Email: cohen.mike@dorsey.com 
riffkin.jay@dorsey.com 
(b)    Receipt of Notices. All Notices sent by Seller or Purchaser (or their respective
counsel pursuant to Section 16.1(d)) under this Agreement shall be deemed to
have been received by the Party to whom such Notice is sent upon (i) delivery to
the address, email address or facsimile number of the recipient Party, provided
that such delivery is made prior to 5:00 p.m. (local time for the recipient Party)
on a business day, otherwise the following business day, or (ii) the attempted
delivery of such Notice if (A) such recipient Party refuses delivery of such
Notice, or (B) such recipient Party is no longer at such address, email address or
facsimile number, and such recipient Party failed to provide the sending Party
with its current address, email address or facsimile number pursuant to
Section 16.1(c). 
(c)     Change of Address. Seller and Purchaser and their respective counsel shall have
the right to change their respective address, email address and/or facsimile
number for the purposes of this Section 16.1 by providing a Notice of such

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change in address, email address and/or facsimile number in the manner required
under Section 16.1(a). 
(d)    Delivery by Party's Counsel. Seller and Purchaser agree that the attorney for
such Party shall have the authority to deliver Notices on such Party's behalf to
the other Party hereto. 
16.2.   Time is of the Essence. Time is of the essence of this Agreement; provided, however,
that notwithstanding anything to the contrary in this Agreement, if the time period for the
performance of any covenant or obligation, satisfaction of any condition or delivery of
any notice or item required under this Agreement shall expire on a day other than a
business day, such time period shall be extended automatically to the next business day. 
16.3.   Survival. Except as otherwise expressly set forth herein, all agreements, representations
and warranties by the respective parties contained herein are intended to and shall remain
true and correct as of the Closing Date, shall be deemed to be material, and shall for a
period of twelve (12) months survive the delivery of the Deed and transfer of title. After
the expiration of twelve (12) months from the delivery of the Deed, except as otherwise
expressly set forth herein, the representations and warranties made by the parties to this
Agreement shall be deemed to have expired and shall be of no further force or effect, and
notices of breach given within such twelve (12) month period. 
16.4.   Assignment. Purchaser may not assign or transfer this Agreement without the prior
written consent of Seller. 
16.5.   Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon
and inure to the benefit of Seller and Purchaser, and their respective successors and
permitted assigns. This Agreement shall not confer any rights or remedies upon any third
party. 
16.6.   Prevailing Party. If any litigation or other court action, arbitration or similar adjudicatory
proceeding is sought, taken, instituted or brought by Seller or Purchaser to enforce its
rights under this Agreement, all fees, costs and expenses, including, without limitation,
reasonable attorneys' fees and court costs, of the prevailing Party in such action, suit or
proceeding shall be borne by the Party against whose interest the judgment or decision is
rendered. This Section 16.6 shall survive the termination of this Agreement and the
Closing. 
16.7.   No Recordation. Except following a breach by Seller of its obligations under this
Agreement and Purchaser's commencement, within thirty (30) days following the date
that Purchaser first discovers such breach, of an action against Seller under clause (iii) of
Section 12.2 above, neither this Agreement, nor any memorandum or other notice of this
Agreement, shall be recorded without Seller's prior written consent, which consent may
be withheld in Seller's sole discretion. 
16.8.   Section 1031 Exchange. Seller may elect to qualify this transaction under Section 1031
of the Internal Revenue Code (the "1031 Exchange"). Purchaser agrees to cooperate with
Seller to the extent necessary to qualify for the 1031 Exchange. Seller may, without
Purchaser's consent and in furtherance of the 1031 Exchange, assign this Agreement and

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convey the Property to a person or entity (the "Exchange Intermediary") at or prior to
Closing on the following conditions: (i) Seller shall not be released from its obligations
under this Agreement; (ii) Purchaser shall not bear any cost, expense or liability in
connection with the conveyance or assignment nor be obligated to take title to any other
property; and (iii) Seller shall indemnify and save Purchaser harmless from same and
shall reimburse Purchaser at Closing for any additional expenses incurred due solely to
such exchange. The Closing of this transaction shall not be delayed due to efforts to
close this transaction as a tax-deferred exchange. 
16.9.   Rules of Construction. The headings contained herein are solely for convenience of
reference and shall not constitute a part of this Agreement nor shall they affect its
meaning, construction or effect. 
16.10.  Governing Law; Severability. This Agreement shall be governed by the laws of the State
of Washington. If any term or provision of this Agreement is held to be or rendered
invalid or unenforceable at any time in any jurisdiction, such term or provision shall not
affect the validity or enforceability of any other terms or provisions of this Agreement, or
the validity or enforceability of such affected terms or provisions at any other time or in
any other jurisdiction. Unless otherwise agreed by the Parties, venue for any litigation
shall be King County, Washington. 
16.11.  Recitals and Exhibits. The recitals and Exhibits to this Agreement are incorporated
herein by such reference and made a part of this Agreement. 
16.12.  Entire Agreement; Amendments to Agreement. This Agreement set s forth the entire
understandings and agreements of the Parties hereto, and shall supersede any other letters
of intent, agreements and understandings (written or oral) between Seller and Purchaser
on or prior to the date of this Agreement with respect to the transaction contemplated in
this Agreement. No amendment or modification to any terms of this Agreement, or
cancellation of this Agreement, shall be valid unless in writing and executed and
delivered by Seller and Purchaser. 
16.13.  Facsimile and Electronic Transmission; Counterparts. Seller and Purchaser may deliver
executed signature pages to this Agreement by facsimile or electronic transmission to the
other Party, which facsimile or electronic copy shall be deemed to be an original
executed signature page; provided, however, that such Party shall deliver an original
signature page to the other Party promptly thereafter if requested to do so. This
Agreement may be executed in any number of counterparts, each of which shall be
deemed an original and all of which counterparts together shall constitute one agreement
with the same effect as if the Parties had signed the same signature page. 
[SIGNATURE PAGE FOLLOWS] 



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IN WITNESS WHEREOF, Seller and Purchaser have caused this Agreement to be executed in their
names or by their respective duly authorized officers or representatives. 
SELLER: 
DRAPER MACHINE WORKS, INC., 
a Washington corporation 

By: 
Its: 

PURCHASER: 
PORT OF SEATTLE, 
a Washington municipal corporation 

By: 
Its: 










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EXHIBIT A 
TO 
PURCHASE AND SALE AGREEMENT 
Legal Description of Land 

That portion of Block 5, Seattle Tidelands, a shown on the official maps on file in the office of the
Commissioner of Public Lands at Olympia, Washington and unplatted Reserve A, Gilman's Addition to
the City of Seattle; 
Beginning at the northwest corner of Lot 1, Block 5, Seattle Tidelands, according to the official plat on
file in the office of the Commissioner of Public Lands; thence south 5819'58'' east along the northeasterly
line of said block 5 a distance of 316.189 feet to an angle point on said northeasterly line of said block 5;
thence south 2929'02'' east along said northeasterly line of said block 5, a distance of 570.285 feet to a
point thereon that is 61.251 feet northwesterly from the most easterly corner of lot 8 in said block 5,
measured along said northeasterly line; thence south 6030'58'' west a distance of 233.809 feet to the
intersection of the northerly line of Commodore Way with the easterly line of 21st Avenue West; 
thence north 6033'27'' west along said northerly line of Commodore Way a distance of 703.409 feet to an
intersection with the northerly line of lot 1 of said block 5 produced southwesterly; 
thence north 3140'02'' east along the northwesterly line of said lot 1, block 5, and aid line produced a
distance of 507.261 feet to the point of beginning. 
Except the northwesterly 200 feet as measured at right angles to the northwesterly line of the above
described tract of land thereof. 









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EXHIBIT B 
TO 
PURCHASE AND SALE AGREEMENT 
Legal Description of Aquatic Lands 

That portion of Salmon Bay in Government Lot 1, Section 14, Township 25 North, Range 3 East, W.M.
in King County, Washington lying northeasterly of and adjacent to Lots 4, 5, 6, 7 and 8, Block 5, Seattle
Tide Lands Plat, more particularly described as follows: 
Beginning at the northwest corner of said Lot 1; 
thence S 5819'58" E along the northeasterly line of same Block 5 a distance of 316.189 feet to an angle
point in said northeasterly line of Block 5 and the true point of beginning; 
thence S 2929'02" E a distance of 570.285 feet to a point thereon that is 61.251 feet northwesterly from
the most easterly corner of said Lot 8, measured along said northeasterly line; 
thence N 2336'53" E a distance of 17.00 feet; 
thence S 6623'07" E a distance of 14.77 feet; 
thence N 2217'03" E a distance of 325.51 feet to the pierhead line; 
thence N 6623'07" W along said pierhead line a distance of 463.24 feet to the true point of beginning. 
Containing 81,652 square feet or 1.874 acres. 











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EXHIBIT C 
TO 
PURCHASE AND SALE AGREEMENT 
Description of Insurance Policies 

















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EXHIBIT D 
TO 
PURCHASE AND SALE AGREEMENT 
Moorage Agreements/Kayak Storage Agreements 

















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EXHIBIT E 
TO 
PURCHASE AND SALE AGREEMENT 
Property Condition Reports 

















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EXHIBIT F 
TO 
PURCHASE AND SALE AGREEMENT 
Not Used. 

















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EXHIBIT G 
TO 
PURCHASE AND SALE AGREEMENT 
Environmental Documents 

















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EXHIBIT H 
TO 
PURCHASE AND SALE AGREEMENT 
Rent Roll 

















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EXHIBIT I 
TO 
PURCHASE AND SALE AGREEMENT 

[DOES THIS PAGE NEED TO BE RE-INSERTED AGAIN?]

[RE-INSERTED?]
















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[RE-INSERTED?] 



















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EXHIBIT J 
TO 
PURCHASE AND SALE AGREEMENT 

Form of Deed 

RECORDED AT THE REQUEST OF AND 
AFTER RECORDING RETURN TO: 
Port of Seattle 
2711 Alaskan Way 
Seattle, Washington 98121 
Attn: Jeffrey Utterback 


STATUTORY QUITCLAIM DEED [PREFER WARRANTY] 

Grantor:               DRAPER MACHINE WORKS, INC., 
a Washington corporation 
Grantee:               PORT OF SEATTLE, 
a Washington municipal corporation 
Legal Description: 
Abbreviated:       Ptn of Block 5 of Seattle Tidelands, and unplatted Reserve A, 
Gilman's Addition to the City of Seattle 
Full:               See Exhibit A attached hereto 
Tax Parcel Numbers:       2771605345 

GRANTOR, DRAPER MACHINE WORKS, INC., a Washington corporation, for and in
consideration of TEN DOLLARS ($10.00) and other good and valuable consideration, in hand paid, hereby
conveys and quitclaims to PORT OF SEATTLE, a Washington municipal corporation ("Grantee"),
the real property situated in the County of King, State of Washington and legally described on Exhibit A 
attached hereto. 


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DATED: ____________________, 2017. 

GRANTOR: 
DRAPER MACHINE WORKS, INC., 
a Washington corporation 

By: 
Its: 

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 ________ signed this instrument, on oath stated that
________ was  authorized  to  execute  the  instrument  and  acknowledged  it  as  the
___________________________ of DRAPER MACHINE WORKS, INC., a Washington corporation, to be
the free and voluntary act of such party for the uses and purposes mentioned in the instrument. 
DATED: _________________ 

(Signature) 

(Please print name legibly) 
NOTARY PUBLIC in and for the State of 
Washington, residing at 
My commission expires 
(Use this space for notarial stamp/seal) 





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EXHIBIT A 
TO 
STATUTORY WARRANTY DEED 
Legal Description 
That portion of Block 5, Seattle Tidelands, a shown on the official maps on file in the office of the
Commissioner of Public Lands at Olympia, Washington and unplatted Reserve A, Gilman's Addition to
the City of Seattle; 
Beginning at the northwest corner of Lot 1, Block 5, Seattle Tidelands, according to the official plat on
file in the office of the Commissioner of Public Lands; thence south 5819'58'' east along the northeasterly
line of said block 5 a distance of 316.189 feet to an angle point on said northeasterly line of said block 5;
thence south 2929'02'' east along said northeasterly line of said block 5, a distance of 570.285 feet to a
point thereon that is 61.251 feet northwesterly from the most easterly corner of lot 8 in said block 5,
measured along said northeasterly line; thence south 6030'58'' west a distance of 233.809 feet to the
intersection of the northerly line of Commodore Way with the easterly line of 21st Avenue West; 
thence north 6033'27'' west along said northerly line of Commodore Way a distance of 703.409 feet to an
intersection with the northerly line of lot 1 of said block 5 produced southwesterly; 
thence north 3140'02'' east along the northwesterly line of said lot 1, block 5, and aid line produced a
distance of 507.261 feet to the point of beginning. 
Except the northwesterly 200 feet as measured at right angles to the northwesterly line of the above
described tract of land thereof. 
Tax Parcel Number: 2771605345 








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EXHIBIT K 
TO 
PURCHASE AND SALE AGREEMENT 
Form of Assignment and Assumption Agreement 

ASSIGNMENT AND ASSUMPTION AGREEMENT 

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Assignment") is made as of
___________, 2017, by and between DRAPER MACHINE WORKS, INC., a Washington corporation 
("Assignor"), and PORT OF SEATTLE, a Washington municipal corporation ("Assignee"). 

RECITALS 
A.    Concurrently with the delivery of this Assignment, Assignor has conveyed to Assignee
and Assignee has acquired from Assignor (i) a fee simple estate in and to certain real property located in
King County, Washington, more particularly described in Exhibit A attached hereto (the "Fee Property"); 
(ii) a leasehold interest in the adjacent aquatic lands that are the subject of that certain Waterway Use
Authorization No. 20-009207 between Assignor and the State of Washington Department of Natural
Resources (the "DNR Lease"), as more particularly described on Exhibit B attached hereto (the "Aquatic
Lands"), the Grantee's interest in which has been assigned to Assignee; and (iii) the improvements
located on the Fee Property and the Aquatic Lands (the "Improvements"); all pursuant to that certain
Purchase and Sale Agreement by and between Assignor and Assignee dated as of _________________,
2017, together with any and all amendments and modifications thereof (collectively, the "Purchase and
Sale Agreement"). 
B.     Pursuant to the Purchase and Sale Agreement, Assignor is to assign to Assignee and
Assignee is to assume certain rights and obligations under those certain Moorage Agreements and Kayak
Storage Agreements affecting the Real Property as amended or modified (collectively, the "Moorage and
Kayak Agreements"), which Moorage and Kayak Agreements are more particularly described in the rent
roll attached hereto as Exhibit B and incorporated herein by this reference. 
NOW, THEREFORE, Assignor and Assignee agree as follows: 

ARTICLE I 
ASSIGNMENT OF MOORAGE AND KAYAK AGREEMENTS 
1.1    Assignment. Assignor hereby assigns to Assignee all of Assignor's right, title and interest in and
to the Moorage and Kayak Agreements, including, but not limited to, all security and other
deposits and prepaid rents paid thereunder. 
1.2    Assumption. Assignee hereby accepts the foregoing assignment and assumes those obligations of
landlord under the Moorage and Kayak Agreements accruing and arising from and after the
Effective Date; provided, however, that with respect to any of the Moorage and Kayak
Agreements that have been replaced, prior to Effective Date, with agreements between Assignee
and the tenants thereunder that are to take effect, in accordance with their terms, as of the
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Effective Date, then Assignee shall not be deemed to have assumed the obligations thereunder but
instead, the Moorage and Kayak Agreements that were replaced shall be deemed to have
terminated as of the Effective Date. 
1.3    Effective Date. The "Effective Date" of t his Assignment shall be the date that Assignee acquires
the Real Property. 
1.4    Consistency with Purchase and Sale Agreement. Nothing in this Assignment shall be construed
to modify or limit any provisions of the Purchase and Sale Agreement and in the event of any
inconsistency between this Assignment and the Purchase and Sale Agreement, the Purchase and
Sale Agreement shall control. 

ARTICLE II 
MISCELLANEOUS 
2.1    Attorneys' Fees. In the event of any action between Assignor and Assignee seeking enforcement
of any of the terms and conditions to this Assignment, the prevailing party in such action, whether
by fixed judgment or settlement, shall be entitled to recover, in addition to damages, injunctive or
other relief, its actual costs and expenses, including, but not limited to, actual attorneys' fees,
court costs and expert witness fees. Such costs shall include reasonable attorneys' fees, costs and
expenses incurred in (a) post-judgment motions, (b) contempt proceedings, (c) garnishment, levy
and debtor and third-party examination, (d) discovery, and (e) bankruptcy litigation. 
2.2    Inurement. This Assignment shall inure to the benefit of Assignor and Assignee, and their
respective heirs, assigns and successors in interest. 
2.3    Counterparts. This Assignment m ay be signed by the parties in different counterparts and the
signature pages combined to create a document binding on all parties. 

IN WITNESS WHEREOF, the parties have executed this Assignment as of the day and year first above
written. 
ASSIGNOR:                     ASSIGNEE: 
DRAPER MACHINE WORKS, INC.,          PORT OF SEATTLE, 
a Washington corporation                    a Washington municipal corporation 

By:                                   By: 
Its:                                                Its: 



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EXHIBIT A 
TO 
ASSIGNMENT AND ASSUMPTION AGREEMENT 
Legal Description 

Land 
That portion of Block 5, Seattle Tidelands, a shown on the official maps on file in the office of the
Commissioner of Public Lands at Olympia, Washington and unplatted Reserve A, Gilman's Addition to
the City of Seattle; 
Beginning at the northwest corner of Lot 1, Block 5, Seattle Tidelands, according to the official plat on
file in the office of the Commissioner of Public Lands; thence south 5819'58'' east along the northeasterly
line of said block 5 a distance of 316.189 feet to an angle point on said northeasterly line of said block 5;
thence south 2929'02'' east along said northeasterly line of said block 5, a distance of 570.285 feet to a
point thereon that is 61.251 feet northwesterly from the most easterly corner of lot 8 in said block 5,
measured along said northeasterly line; thence south 6030'58'' west a distance of 233.809 feet to the
intersection of the northerly line of Commodore Way with the easterly line of 21st Avenue West; 
thence north 6033'27'' west along said northerly line of Commodore Way a distance of 703.409 feet to an
intersection with the northerly line of lot 1 of said block 5 produced southwesterly; 
thence north 3140'02'' east along the northwesterly line of said lot 1, block 5, and aid line produced a
distance of 507.261 feet to the point of beginning. 
Except the northwesterly 200 feet as measured at right angles to the northwesterly line of the above
described tract of land thereof. 

Aquatic Lands 
That portion of Salmon Bay in Government Lot 1, Section 14, Township 25 North, Range 3 East, W.M.
in King County, Washington lying northeasterly of and adjacent to Lots 4, 5, 6, 7 and 8, Block 5, Seattle
Tide Lands Plat, more particularly described as follows: 
Beginning at the northwest corner of said Lot 1; 
thence S 5819'58" E along the northeasterly line of same Block 5 a distance of 316.189 feet to an angle
point in said northeasterly line of Block 5 and the true point of beginning; 
thence S 2929'02" E a distance of 570.285 feet to a point thereon that is 61.251 feet northwesterly from
the most easterly corner of said Lot 8, measured along said northeasterly line; 
thence N 2336'53" E a distance of 17.00 feet; 
thence S 6623'07" E a distance of 14.77 feet; 
thence N 2217'03" E a distance of 325.51 feet to the pierhead line; 
thence N 6623'07" W along said pierhead line a distance of 463.24 feet to the true point of beginning. 
Containing 81,652 square feet or 1.874 acres. 

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EXHIBIT B 
TO 
ASSIGNMENT AND ASSUMPTION AGREEMENT 
Rent Roll - Moorage and Kayak Agreements 


[To be provided.] 















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EXHIBIT L 
TO 
PURCHASE AND SALE AGREEMENT 
Form of Assignment of Intangible Property 

ASSIGNMENT OF INTANGIBLE PROPERTY 

THIS ASSIGNMENT OF INTANGIBLE PROPERTY is made and given this _____ day of ____________,
2017, by DRAPER MACHINE WORKS, INC., a Washington corporation ("Assignor"), for the benefit of
PORT OF SEATTLE, a Washington municipal corporation ("Assignee"). 
RECITALS 
A.     Assignee has this day acquired all of Assignor's right, title, interest and estate in and to the
real property described on Exhibit A (the "Land") attached hereto and made a part hereof, as well as a
leasehold interest in the aquatic lands that are the subject of that certain Waterway Use Authorization
No. 20-009207 between Assignor and the State of Washington Department of Natural Resources (the
"DNR Lease"), as more particularly described on Exhibit B attached hereto (the "Aquatic Lands"),
together with the improvements located thereon (the "Improvements"), pursuant to that certain Purchase and
Sale Agreement, by and between Assignor and Assignee, dated as of _________________, 2017, together
with any and all addendums and amendments thereof (collectively, the "Purchase and Sale Agreement"). 
B.     Assignor, in connection with its ownership of the Land and the Improvements, and a
leasehold interest in the Aquatic Lands, may have an interest in certain licenses, permits, approvals,
certificates of occupancy, dedications, entitlements, development rights, telephone listings and numbers,
manuals, lists of prospective tenants, advertising materials, plans and specifications relating to the
improvements and fixtures located on the Land and the Aquatic Lands, surveys, reports and studies and
other tangible and intangible property relating to the Land, the Improvements and the Aquatic Lands and
similar items included within, related to or otherwise pertaining thereto  (collectively, "Intangible
Property"), if any. 
C.     Assignor, in connection with its ownership of the Land and the Improvements, and a
leasehold interest in the Aquatic Lands, may have an interest in certain warranties and guaranties now in
effect with respect to the Improvements consisting of guaranties, warranties or agreements made by any
contractors, subcontractors, vendors, suppliers or any other person or entity regarding their performance
and the quality of their workmanship, and the quality of materials provided, in connection with the
installation and operation of any and all of the Improvements located on the Land, including buildings,
fixtures and equipment located in such Improvements (collectively, "Warranties and Guaranties"), if any. 
D.    Assignor, in connection with its ownership of the Land and the Improvements, and a
leasehold interest in the Aquatic Lands, has an interest in insurance policies, including but not limited to
those certain insurance policies described on Exhibit C attached hereto (collectively, the "Insurance
Policies").
E.     Assignor, in connection with its ownership of the Land and the Improvements, and a
leasehold interest in the Aquatic Lands, may have an interest in claims, whether for recovery,

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contribution, indemnification or otherwise, against third parties for any condition of environmental
contamination on or emanating from the Land and the Improvements, or the existence of Hazardous
Substances in any state on or emanating from the Land and the Improvements (including but not limited
to rights Assignor has against MARCO) (collectively, "Third Party Claims"). 
F.     Pursuant to the terms of the Purchase and Sale Agreement, Assignor has agreed to assign
to Assignee all of its right, title and interest in and to the Intangible Property, the Warranties and
Guaranties, the Insurance Policies, and the Third Party Claims. 
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration,
the parties agree as follows: 
ARTICLE I 
ASSIGNMENT OF INTANGIBLE PROPERTY, 
INSURANCE POLICIES AND WARRANTIES AND GUARANTIES 
1.1    Assignment of Intangible Property, Warranties and Guaranties. Assignor hereby assigns to
Assignee all of Assignor's right, title and interest, if any, in and to all Intangible Property and
Warranties and Guaranties relating to the Land, the Aquatic Lands and the Improvements.
Assignee hereby accepts the foregoing assignment of any and all Intangible Property and
Warranties and Guaranties now in effect with respect to the Land, the Aquatic Lands and the
Improvements. 
1.2    Assignment of Insurance Policies and Third Party Claims. Assignor hereby assigns to Assignee
all of Assignor's right, title and interest, if any, in and to all Insurance Policies. Assignor hereby
assigns to Assignee all of Assignor's right, title and interest, if any, in and to all Third Party
Claims. Assignee hereby accepts the foregoing assignment of any and all Insurance Policies and
any and all Third Party Claims. 
1.3    Effective Date. The " Effective Date" of this Assignment shall be the date that Assignee acquires
the Land described on Exhibit A, the leasehold interest in the Aquatic Lands described on
Exhibit B, and the Improvements located thereon. 
1.4    Consistency with Purchase and Sale Agreement. Nothing in this Assignment shall be construed
to modify or limit any provisions in the Purchase and Sale Agreement and in the event of any
inconsistency between this Assignment and the Purchase and Sale Agreement, the latter shall
govern and control. 
ARTICLE II 
MISCELLANEOUS 
2.1    Governing Law; Binding Nature. This Assignment shall by governed by the laws of the State of
Washington, and shall inure to the benefit of Assignor and Assignee, and their respective heirs,
assigns and successors in interest. 
2.2    Counterparts. This Assignment may be signed b y the parties in different counterparts and the
signature pages combined to create a document binding on all parties. 

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[SIGNATURES ON FOLLOWING PAGE] 


















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IN WITNESS WHEREOF, the parties have executed this Assignment as of the day and year first above
written. 
ASSIGNOR:                     ASSIGNEE: 
DRAPER MACHINE WORKS, INC.,          PORT OF SEATTLE, 
a Washington corporation                    a Washington municipal corporation 

By:                                   By: 
Its:                                                Its: 















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EXHIBIT A 
TO 
ASSIGNMENT OF INTANGIBLE PROPERTY 
Legal Description 

Land 
That portion of Block 5, Seattle Tidelands, a shown on the official maps on file in the office of the
Commissioner of Public Lands at Olympia, Washington and unplatted Reserve A, Gilman's Addition to
the City of Seattle; 
Beginning at the northwest corner of Lot 1, Block 5, Seattle Tidelands, according to the official plat on
file in the office of the Commissioner of Public Lands; thence south 5819'58'' east along the northeasterly
line of said block 5 a distance of 316.189 feet to an angle point on said northeasterly line of said block 5;
thence south 2929'02'' east along said northeasterly line of said block 5, a distance of 570.285 feet to a
point thereon that is 61.251 feet northwesterly from the most easterly corner of lot 8 in said block 5,
measured along said northeasterly line; thence south 6030'58'' west a distance of 233.809 feet to the
intersection of the northerly line of Commodore Way with the easterly line of 21st Avenue West; 
thence north 6033'27'' west along said northerly line of Commodore Way a distance of 703.409 feet to an
intersection with the northerly line of lot 1 of said block 5 produced southwesterly; 
thence north 3140'02'' east along the northwesterly line of said lot 1, block 5, and aid line produced a
distance of 507.261 feet to the point of beginning. 
Except the northwesterly 200 feet as measured at right angles to the northwesterly line of the above
described tract of land thereof. 








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EXHIBIT B 
TO 
ASSIGNMENT OF INTANGIBLE PROPERTY 
Legal Description 
Aquatic Lands 
That portion of Salmon Bay in Government Lot 1, Section 14, Township 25 North, Range 3 East, W.M.
in King County, Washington lying northeasterly of and adjacent to Lots 4, 5, 6, 7 and 8, Block 5, Seattle
Tide Lands Plat, more particularly described as follows: 
Beginning at the northwest corner of said Lot 1; 
thence S 5819'58" E along the northeasterly line of same Block 5 a distance of 316.189 feet to an angle
point in said northeasterly line of Block 5 and the true point of beginning; 
thence S 2929'02" E a distance of 570.285 feet to a point thereon that is 61.251 feet northwesterly from
the most easterly corner of said Lot 8, measured along said northeasterly line; 
thence N 2336'53" E a distance of 17.00 feet; 
thence S 6623'07" E a distance of 14.77 feet; 
thence N 2217'03" E a distance of 325.51 feet to the pierhead line; 
thence N 6623'07" W along said pierhead line a distance of 463.24 feet to the true point of beginning. 
Containing 81,652 square feet or 1.874 acres. 










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EXHIBIT C 
TO 
ASSIGNMENT OF INTANGIBLE PROPERTY 
Description of Insurance Policies 

















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EXHIBIT M 
TO 
PURCHASE AND SALE AGREEMENT 
Form of FIRPTA Certificate 

CERTIFICATION OF NON-FOREIGN STATUS 

Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real property interest must
withhold tax if the transferor is a foreign person. To inform the transferee that withholding of tax is not
required upon the disposition of a U.S. real property interest by DRAPER MACHINE WORKS, INC., a
Washington corporation ("Transferor"), the undersigned hereby certifies the following on behalf of
Transferor: 
1.      Transferor is not a foreign corporation, foreign partnership, foreign trust and foreign estate
(as those terms are defined in the Internal Revenue Code and Income Tax Regulations); 
2.      Transferor's U.S. employer identification number is [_______________________]; and 
3.      Transferor's office address is ____________________________________. 
Transferor understands that this certification may be disclosed to the Internal Revenue Service by transferee
and that any false statement contained herein could be punished by fine, imprisonment or both. 
Under penalties of perjury I declare that I have examined this certification and to the best of my knowledge
and belief it is true, correct and complete, and I further declare that I have authority to sign the document on
behalf of the Transferor. 
DRAPER MACHINE WORKS, INC., 
a Washington corporation 

By: 
Its: 





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