Item No. 6d_attach_1 
Meeting Date:   March 8, 2016 
PURCHASE AND SALE AGREEMENT 

This PURCHASE AND SALE AGREEMENT ("Agreement") is made and entered into
as of the ____day of _______, 2016, by and between Port of Seattle, a Washington municipal
corporation ("Seller"), andBluefield Holdings Inc., a Nevada corporation with its principal
office located at 1880 West Oak Parkway, Marietta, GA 30062 ("Buyer"), with reference to the
following facts: 
A.    The Port owns real property, also referred to as Parcel #7666703100, legally
described at Exhibit A, depicted at Exhibit B, and located at the southwest corner of Harbor
Island, just south of the West Seattle Bridge and on the edge of the Duwamish Waterway just
north of Harbor Island Marina. 
B.    Parcel #7666703100 is a triangular shaped parcel consisting of approximately
5,743 square feet of land, seventy percent of which is submerged in the Duwamish Waterway,
leaving approximately 1700 square feet of dry land. It is isolated by right-of-way and the
Duwamish Waterway and disconnected from the Port's Terminal 102. 
C.    According to the Environmental Protection Agency ("EPA") website's Harbor
Island Site Summary, "the entire island and associated sediments are designated as the Superfund
site." The Harbor Island Superfund Site has four operable units, one of whichis the Soil and
Groundwater Operable Unit ("S&GOU"). It is the Port's understanding that Parcel #7666703100
is subject to the terms and conditions of the "Notice of Consent Decree and Right of Access"
recorded August 21, 1996 (Recording No. 9608211528). However, the Notice's Exhibit B,
which is supposed to include legal descriptions of the parcels to which the Notice applies, does
not currently include a legal description of Parcel #7666703100. The Port does not know of any
agreed map depicting the boundaries of the S&GOU that would clarify matters. Nevertheless,
EPA's characterization of the Superfund Site as including the entire island is consistent with the
Port's understanding that the uplands portion of Parcel #7666703100 lies within the boundary of
the S&GOU of the Harbor Island Superfund Site. As of now, no cleanup has been conducted or
required on the upland portion of the parcel. 
D.    Pursuant to its obligations under the Harbor Island S&GOU Consent Decree, the
Port (or its successor in interest) is required to file a restrictive covenant to limit soil and
groundwater use on all parcels within the S&GOU. EPA has approved and signed the restrictive
covenant ("Restrictive Covenant") to Parcel #7666703100 and it has been recorded in King
County under Recording No. 20151021001212. 
E.    Bluefield Holdings, Inc. is a private company that oversees the development of
habitat restoration or enhancement on land that it leases or owns and sells credits to potentially
responsible parties ("PRPs") to offset PRP lia bility for lost use by wildlife or people of
contaminated property. 
F.     In  May  2009,  the  Elliott  Bay  Trustee  Council  which  coordinates  the 
implementation of natural resource damage ("NRD") assessments and restoration activities in the

Lower Duwamish Waterway, Harbor Island, and Lockheed West Superfund sites ("Elliot Bay
site") approved a protocol that allows for up-frontrestoration projects to satisfy NRD claims.
The approval of this protocol opened the way for Bluefield to build habitat restoration and
enhancement projects within the Elliott Bay site that have the potential to count toward satisfying
NRD liability. The approval provided financial incentive for Bluefield to move forward with
leasing land from the City of Seattle for construction of the projects and for PRPs to purchase
credits to offset their NRD liability in advance of construction. 
G.    The City of Seattle owns Parcel #766703000, a 1.07 acre parcel of land north of
and adjacent to the Port-owned Parcel #766673100. The City leased Parcel # 7666703000 to
Bluefield for development of habitat restoration and enhancement projects.  Bluefield has
undertaken the design and permitting process for a restoration project on Parcel # 7666703000. 
H.    Bluefield wishes to purchase the Port-owned Parcel# 7666703100 because it is
uniquely positioned to undertake a habitat restoration project that will not only be potentially
profitable for Bluefield but also, in combination with adjacent Parcel# 7666703000, allow
Bluefield to optimize the layout of its project. 
I.      The small size of Parcel 7666703100 would make it financially challenging to
justify construction and maintenance costs for the Port to build its own habitat restoration project
at this location. 

NOW, THEREFORE, in consideration of the mutual covenants and conditions contained
herein, the receipt and sufficiency of which is hereby acknowledged, Seller and Buyer agree as
follows: 
1.     Property. Seller hereby agrees to sell and convey to Buyer, and Buyer hereby
agrees to purchase from Seller, subject to the terms and conditions set forth herein, the
following: 
1.1    Land. That certain real property located in Seattle, King County,
Washington, consisting of approximately 5,743 square feet of land and legally described on
Exhibit A attached hereto; 
1.2    Appurtenances. All rights, privileges and easements appurtenant to the
Land (all of which are collectively referred to as the "Appurtenances"); 
1.3    Improvements. All improvements and fixtures, if any, located on the
Land (all of which are hereinafter collectively referred to as the "Improvements").
All of the items described in Paragraphs 1.1, 1.2 and 1.3 above are herein collectively
referred to as the "Property." 
2.     Purchase Price. The parties hereby agree Fifty Three Thousand Dollars and
00/100 ($53,000.00) constitutes the full purchase price for the Property.

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3.     Opening Escrow. Within seven (7) business days following the execution date
of this Agreement, Buyer shall open escrow with First American Title Insurance Company (the
"Escrow Agent"), by depositing with Escrow Agent a copy of this Agreement. 
"Execution date" means the date on which the party that is the last to sign this Agreement
has signed it. 
4.     Closing Date. The closing (the "Closing") shall be held at the offices of the
Escrow Agent, on or before April 29, 2016 (the "Closing Date") unless otherwise agreed in
writing by the parties.
5.     Title and Survey Matters. 
5.1    Title Binder. Buyer has obtained a preliminary commitment and
supplemental report for an ALTA owner's standard coverage title insurance policy (title order
no. NCS-657443-WA1 dated 10/24/2014, as supplemented), issued by First American Title
Insurance Company ("Title Company") describing the Property, showing all matters pertaining
to the Port Property and listing Buyer as the prospective named insured. Following the mutual
execution of this Agreement, Buyer may obtain from Title Company at Buyer's sole cost
additional written supplemental report to such preliminary commitment, in a form acceptable to
Buyer, updating the preliminary commitment to the execution date of the Agreement. Such
preliminary commitment, supplemental reports and true, correct and legible copies of all
documents referred to in such preliminary commitment and supplemental reports as conditions or
exceptions to title to the Property are collectively referred to herein as the "Title Binder."
5.2    Title Review. During the Contingency Period (as  defined below), Buyer
shall finish reviewing the Title Binder and any surveys of the Property, and at least ten (10)
business days before the expiration of the Contingency Period, Buyer shall notify Seller of what
exceptions, to title, if any, will not be accepted by Buyer. If Buyer fails to give Seller such notice
at least ten (10) business days before the expiration of the Contingency Period. Buyer shall be
deemed to have accepted the title as is. Seller shall have two (2) business days after receipt of
Buyer's notice of objections to give Buyer notice of which exceptions, if any, Seller shall cause
to be removed from title. 
If Seller fails to give Buyer such notice before the expiration of the two (2)-day period, ("Seller's
Notice Period") Seller shall be deemed to have elected not to cause such objectionable
exceptions to be removed from title. If Seller gives notice that it will not remove any
objectionable exception from title or shall be deemed to have elected not to cause such
objectionable exceptions to be removed from title, Buyer may terminate the Agreement by
giving written notice to Seller. Failure by Buyer to so terminate this Agreement before the
expiration of Contingency Period, shall be deemed as Buyer's election to proceed with this
transaction. Encumbrances to be discharged by Seller may be paid out of the Purchase Price at
Closing.
"Contingency Period" means the period starting on the date of execution of this Agreement and
ending at 5:00 p.m. on the day which is two (2) business days before the Closing Date. 
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The following shall be deemed "Permitted Exceptions": 
(i)     Notice  of  Consent  Decree  and  Right  of  Access,  Recording  No.
9608211528, recorded August 21, 1996. 
(ii)    Restrictive Covenant, Recording No. 20151021001212, recorded October
21, 2015 (limiting soil and groundwater use). 
(iii)    Any encumbrance which Buyer accepts or is deemed to accept under the
above provisions of this Paragraph 5.2. 
5.3    Title Policy. At Closing, Buyer shall cause Title Company to issue an
Owner's standard coverage title insurance policy ("Title Policy") to Buyer, at Buyer's sole cost.
The Title Policy shall insure Buyer against loss as a result of any liens, encumbrances, or
restrictions, subject to the Permitted Exceptions. The Title Policy shall insure fee simple,
indefeasible title to the Port Property in Buyer, subject only to the Permitted Exceptions and
contain endorsements as Buyer may reasonably require. Buyer may elect to obtain an extended
form of title insurance policy from the Title Company, in which case Buyer shall pay the extra
premium for such extended coverage. Buyer's obligation to close this transaction shall be
contingent on the issuance of the Title Policy required under this Paragraph 5.
6.     Conditions to Buyer's Obligations. 
6.1    Inspection of the Property. Buyer acknowledges that its employees,
representatives, consultants and/or agents have inspected and completed environmental due
diligence with respect to the Property. 
6.2    Additional Closing Conditions. Buyer's obligation to purchase the
Property shall also be subject to the following conditions that must be satisfied as of the Closing
Date:
(i)     Prior to Closing, all Contracts (as defined below), if any, with respect to
the Property shall be terminated in writing. 
(ii)    All representations and warranties of Seller contained herein shall be true,
accurate and complete at the time of the Closing as if made again at such
time; 
(iii)    Seller shall have performed all obligations to be performed by it hereunder
on or before the Closing Date (or, if earlier, on or before the date set forth
in this Agreement for such performance); 
(iv)   At Closing, title to the Port Property shall be in the condition required by
Paragraph 5 of this Agreement and Escrow Agent shall deliver the Title
Policy to Buyer. 

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If the conditions set forth in this Paragraph 6 are not satisfied as of Closing and Buyer
does not waive the same, Buyer may terminate this Agreement, and thereafter neither Buyer nor
Seller shall have any further liability to the other under this Agreement.
7.     Seller's Representations and Warranties. Sellerhereby makes the followin g
representations and warranties, which representations and warranties shall be deemed made by
Seller to Buyer also as of the Closing Date: 
7.1    Title. Seller has been the sole owner of the Property. At Closing, Buyer
will acquire the entire fee simple estate and right, title and interest in and to the Property via
Seller's special warranty deed in substantially the same form as Exhibit C, attached hereto.
7.2    Compliance with Law. To the best of Seller's knowledge, during the
period the Seller controlled the Property, it has complied in all material respects (both as to
condition and use) with all applicable statutes, ordinances, codes, rules and regulations of any
governmental authority having jurisdiction over the Property. Seller has no actual knowledge of
any facts that might give rise to any violation of the foregoing matters.
7.3    Bankruptcy. No bankruptcy, insolvency, rearrangement or similar action
involving Seller or the Property, whether voluntary or involuntary, is pending, threatened, by a
third party, or contemplated by Seller. 
7.4    Foreign Person. Seller is not a foreign person and is a "United States
Person" as such term is defined in Section 7701(a) (30) of the Internal Revenue Code of 1986, as
amended (the "Code") and shall deliverto Buyer prior to the Closing an affidavit evidencing
such fact and such other documents as may be required under the Code. 
7.5    Tax Returns. Seller has filed all local, state and federal tax forms that are
required to be filed by Seller with respect to the Property, has paid or made provision for
payment of all taxes due and payable by Seller to date and will pay all such taxes that become
due and payable by Seller prior to the Closing. 
7.6    Mechanics' Liens. No labor, material or services hav e been furnished in,
on or about the Property or any part thereof as a result of which any mechanics', laborer's or
materialmen's liens or claims might arise during the period of Seller's possession and control of
the Property. 
7.7    Leases and Other Agreements. Except as specifically disclosed by
Seller pursuant to this Agreement, Seller represents that there are no leases, service agreements,
licenses, easements, option agreements or other contracts (whether oral or writing) (collectively,
"Contracts")in effect with respect to the Property. Seller further represents that there are no
disputes or claims, or any set of facts known to Seller that could lead to a dispute or a claim,
under any Contracts. Seller shall comply with the requirements of Section 6.2(i) with respect to
any and all Contracts prior to Closing.

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7.8    Defaults. Seller is not in default and there has occurred no uncured event
which, with notice, the passage of time or both would be a default, under any contract,
agreement, lease, encumbrance, or instrument pertaining to the Property.
7.9    Due Authority. Seller has all requisite power and authority to execute
and deliver this Agreement and to carry out its obligation hereunder and the transactions
contemplated hereby. This Agreement has been, and the documents contemplated hereby will be,
duly executed and delivered by Seller and constitute the Seller's legal, valid and binding
obligation enforceable against Seller in accordance with its terms. The consummation by Seller
of the sale of the Property is not in violation of or in conflict with nor does it constitute a default
under any of the terms of any agreement or instrument to which Seller is or may be bound, or of
any provision of any applicable law, ordinance, rule or regulation of any governmental authority
or of any provision of any applicable order, judgment or decree of any court, arbitrator or
governmental authority.
7.10 Finders' or Brokers' Fees. Seller has not dealt with any broker or finder
to which a commission or other fee is due in connection with any of the transactions
contemplated by this Agreement and insofar as it knows, no broker or other person is entitled to
any commission, charge or finder's fee in connection with the transactions contemplated by this
Agreement.
7.11   No Omissions. All representations and warranties made by Seller in this
Agreement, and all information contained in any certificate furnished by Seller to Purchaser in
connection with this transaction, are free from any untrue statement of material fact and do not
omit to state any material facts necessary to make the statements contained herein or therein not
misleading. The copies of any documents furnished to Buyer in connection with this transaction
are true and complete copies of the documents they purport to be and contain no untrue statement
of material fact and do not omit to state any material facts necessary to make the statements
contained therein not misleading. 
8.     Covenants of Seller. Seller covenants and agrees as follows: 
8.1    No Liens. From the date of this Agreement to the Closing Date, Seller
will not allow any lien to attach to the Property, nor will Seller grant, create, or voluntarily allow
the creating of, or amend, extend, modify or change, any easement, right-of-way, encumbrance,
restriction, covenant, lease, license, option or other right affecting the Property or any part
thereof without Buyer's written consent first having been obtained. 
8.2    Provide Further Information. From the date of this Agreement to the
Closing Date, Seller will notify Buyer of each event of which Seller becomes aware which
materially affects the Property or any part thereof promptly upon learning of the occurrence of
such event. 


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9.     Closing.
9.1    Time and Place. Provided that a ll the contingencies set forth in this
Agreement have been previously fulfilled, the Closing shall take place at the place and time
determined as set forth in Paragraph 4 of this Agreement. 
9.2    Documents to be Delivered by Seller. For and in considerat ion of, and
as a condition precedent to, the payment to Seller of any of the Purchase Price, Seller shall obtain
and deliver to Buyer at Closing the following documents (all of which shall be duly executed and
acknowledged where required): 
(i)     Special Warranty Deed. A special warranty deed ("Deed") in recordable
form and otherwise substantially in form as the sample attached hereto as
Exhibit C as will convey to Buyer fee simple title at Closing. 
(ii)    Title Documents. Such other documents as shall be required by the Title
Company as a condition to its insuring Buyer's good and marketable fee
simple title to the Property free of any exceptions, other than the Permitted
Exceptions. 
(iii)    Authority.   Such evidence as the Title Company shall require as to
authority of Seller to convey the Property to Buyer. 
9.3    Documents to be Delivered by Buyer. For and in consideration of, and
as a condition precedent to, Seller's conveyance of the Property, Buyer shall deliver to Seller at
Closing the following documents: 
(i)     Authority.  Such evidence as the Title Company shall require as to
authority of Buyer to purchase the Property from Seller. 
9.4    Payment of Costs. At Closing, Buyer shall pay the premium for the
Owner's Title Policy to be issued by Title Company to Buyer and the fee to record the Deed. The
escrow fee shall be paid one-half by Buyer and one-half by Seller. With respect to any and all
other costs incurred with respect to the consummation of the purchase and sale of the Property,
Seller and Buyer shall pay their own respective costs. Seller anticipates that this transaction is
not subject to real estate excise tax because Seller is exempt under Chapter 82.45 RCW and
Chapter 458-61A WAC. 
9.5    Assessments. Seller shall pay in full any assessment s due or to become
due with respect to the Property for the period up to the Closing Date. 
9.6    Monetary Liens. Seller shall pay or cause to be satisfied at or prior to
Closing all monetary liens on or with respect to the Property, including, but not limited to,
mortgages, deeds of trust, security agreements, assignments of leases, rents and/or easements,
judgment liens, tax liens (other than those for taxes not yet due and payable) and financing
statements to the extent arising out of Seller's acts prior to Closing. 

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9.7    Possession. Buyer shall have possession of the Property on the Closing
Date. If any personal property remains on the Property at Closing, then Buyer may remove all
such personal property. 
10.    Buyer's Representations and Warranties. Buyerhereby makes the following
representations and warranties, which representations and warranties shall be deemed made by
Buyer to Seller also as of the Closing Date: 
10.1   Due Authority. Buyer has all requisite power and authority to execute
and deliver this Agreement and to carry out its obligation hereunder and the transactions
contemplated hereby. This Agreement has been, and the documents contemplated hereby will be,
duly executed and delivered by Buyer and constitute Buyer's legal, valid and binding obligation
enforceable against Buyer in accordance with its terms. The consummation by Buyer of the
purchase of the Property is not in violation of or in conflict with nor does it constitute a default
under any of the terms of any agreement or instrument to which Buyer is or may be bound, or of
any provision of any applicable law, ordinance, rule or regulation of any governmental authority
or of any provision of any applicable order, judgment or decree of any court, arbitrator or
governmental authority.
10.2 Finders' or Brokers' Fees. Buyer has not dealt with any broker or finder
to which a commission or other fee is due in connection with any of the transactions
contemplated by this Agreement and insofar as it knows, no broker or other person is entitled to
any commission, charge or finder's fee in connection with the transactions contemplated by this
Agreement.
11.    Sale of Property "As Is." Having fully inspected the Property, and having had
the opportunity to obtain the report of professionals, Buyer agrees to accept the Property "As Is,"
including its pre-existing environmental condition and any and all defects, and assumes the risk
of any and all defects in the condition of the Property as well as its pre-existing environmental
condition. Buyer acknowledges and agrees that Seller makes no representations or warranties of
any kind concerning the Property (including the Property's condition or suitability for Buyer's
intended use), except as specifically set forth in Section 7. 
11.1   Consent Decree. Buyer acknowledges that Buyer has had the opportunity
to review the Consent Decree in U.S. v. Port of Seattle et al., Civil Action No. C95-1495-Z,
effective August 6, 1996 (Recording No. 9608211528) and consult with Buyer's attorney
regarding restrictions applicable to the Property and the implications of the terms and conditions
in the Consent Decree, including but not limited to the requirement of access in Section X of the
Consent Decree. 
11.2   Cleanup Incomplete. Buyer acknowledges that the Seller has not yet
received a certification of completion of remedial action from the EPA and that the Property
remains part of the Harbor Island Ground and Soil Operable Unit of a Superfund site. 
11.3   Future Remedial Actions.  Buyer acknowledges that although the

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Property was not involved in the cleanup action, there is a possibility that other work required by
the Consent Decree, including but not limited to operation and maintenance of the Harbor Island
Ground and Soil Operable Unit, may involve the Property in the future. 
11.4   Reopener per Section XXII.110. Buyer acknowledges that, consistent
with the Consent Decree at Section XXII.110, even after certification of the completion of
Remedial Action, the EPA reserves the right to sue or take administrative action or issue a new
administrative order to compel further response actions or reimburse the U.S. for the cost of
response if unknown conditions at the Harbor Island G & S Operable Unit become known or if
previously unknown information is received by the EPA and these conditions or information
indicates the Remedial Action is inadequate to protect human health and the environment. 
11.5   Reopener per Section XXII.112. Buyer acknowledges that, consistent
with the Consent Decree at Section XXII.112, EPA also reserves the right to sue or issue
administrative orders for other situations such as the failure to meet the requirements of the
Consent Decree, violations of law occurring during and after implementation of the remedial
action, and other liabilities and costs. 
11.6   EPA Lien. Buyer acknowledges that the Property is subject to Restrictive
Covenant under King County Recording No. 20151021001212, and any other liens that may be
retained by the U.S. pursuant to the Consent Decree. 
11.7   Subject to Other Contracts. Buyer acknowledges that as long as the
certificate of completion of Remedial Action is still pending, the Property may be subject, or
become subject, to Contracts related to completion of all activities Settling Defendants are
required to perform under the Consent Decree. 
11.8   Access. Buyer acknowledges that the obligations of Settling Defendants
with respect to the provision of access under Section X of the Consent Decree is binding upon
any and all persons who subsequently acquire any such interest or portion thereof. 
12.    Conditions to Seller's Obligations. 
12.1 Seller's obligation to sell the Property to Buyer shall be subject to the
following conditions that must be satisfied by the end of the Contingency Period:
(i)     Buyer and Seller have agreed on the form of the Deed (see Exhibit C). 
(ii)    Buyer's acknowledgment of receipt of Port's written notice of Consent
Decree. 
(iii)    Buyer  and  Seller  have  cooperated  to  provide  to  EPA  information
regarding the proposed conveyance of Parcel #7666703100 as required in
paragraph 26 at p.16 of the Consent Decree; information shall include
name and address of Buyer/Grantee, date on which Grantee received the
Port's written notice of Consent Decree; such information shall be
provided to EPA in the form of written notice to EPA at least 30 days
prior to Closing.

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12.2 Seller's obligation to sell the Property to Buyer shall be subject to further
conditions that must be satisfied at Closing: 
(i)     Buyer pays the fee to record the Deed, and one-half the escrow fee. 
(ii)    Buyer delivers any other costs required by the terms of this Agreement to
be paid by or delivered by Buyer. 
If any of the conditions set forth in this Paragraph 12.2 are not satisfied as of Closing and
Seller does not waive the same, Seller may terminate this Agreement, and thereafter neither
Buyer nor Seller shall have any further liability to the other under this Agreement.
13.    Indemnification. 
13.1   General indemnification.   Seller shall protect, and pay the defense
costs of, indemnify and hold Buyer and its successors and assigns harmless from and against any
and all loss, liability, claim, damage and expense suffered or incurred by reason of (a) the breach
of any representation, warranty, covenant or other agreement of Seller set forth in this
Agreement; or (b) the failure of Seller to perform any obligation required by this Agreement to
be performed by Seller. 
Buyer shall pay, protect, and pay the defense costs of, indemnify and hold Seller and its
successors and assigns harmless from and against any and all loss, liability, claim, damage and
expense suffered or incurred by reason of (a) the breach of any representation, warranty,
covenant or other agreement of Buyer set forth in this Agreement; or (b) the failure of Buyer to
perform any obligation required by this Agreement to be performed by Buyer. 
13.2   Pre-existing hazardous substances. For  purposes  of  this  section,
"Hazardous Substance" shall mean and refer to any hazardous or toxic substance, material or
waste, including, but not limited to, (i) those substances, materials, and wastes listed in the
United States Department of Transportation Hazardous Materials Table (49 C.F.R. 172.101), (ii)
those substances, materials, and wastes listed by the United States Environmental Protection
Agency as hazardous substances (40 C.F.R. Part 302 and amendments thereto), (iii) those
substances, materials and wastes listed by the Washington State Department of Ecology as
hazardous substances (Washington Administrative Code 173-303 and 173-340), (iv) petroleum
products and their derivatives, and (v) such other substances, materials and wastes as are or
become regulated or subject to cleanup authority by any federal, state, or local jurisdiction under
any environmental laws. 
(i)     Except as otherwise provided in this Section 13.2, Buyer shall have no
obligation to indemnify or defend Seller, Seller's agents, elected officials,
officers or employees, from and against any and all liability, loss, damage,
expense, actions and claims arising from or related to the pre-existence of
any Hazardous Substances, if any, in, under, or on the Property. 

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(ii)    Buyer shall indemnify or defend Seller, Seller's agents, elected officials,
officers or employees, from and against any and all liability, loss, damage,
expense, actions and claims arising from or related to the migration of
Hazardous Substances regardless of whether they are pre-existing or
released by Buyer, if the activities of Buyer, Buyer's agents, contractors,
officers, employees or invitees cause such migration. 
(iii)    Buyer shall indemnify or defend Seller, Seller's agents, elected officials,
officers or employees, from and against any and all liability, loss, damage,
expense, actions and claims arising from or related to activity of Buyer
that results in application of the remedies in the Harbor Island S&GOU
Consent Decree. 
(iv)   Buyer shall indemnify or defend Seller, Seller's agents, elected officials,
officers or employees, from and against any and all liability, loss, damage,
expense, actions and claims arising from or related to the actions or
omissions of Buyer, Buyer's agents, contractors, officers, employees or
invitees that exacerbate contamination or increase the level of any preexisting
Hazardous Substances to actionable levels or that are in breach of
Buyer's obligations under this Agreement. 
(v)    Buyer waives and releases Seller from any and all liability, loss, damage,
expense, actions or claims arising from or related to the pre-existence of
Hazardous Substances, if any, in, under, or on the Property.
14.    Condemnation. In the event of any commenced, to be commenced or
consummated proceedings in eminent domain or condemnation (collectively "Condemnation")
respecting the Property or any portion thereof, on or after the date of this Agreement and prior to
the Closing, Buyer may elect, by written notice to Seller, to terminate this Agreement and the
escrow created pursuant hereto and be relieved of its obligation to purchase the Property. If
Buyer terminates this Agreement neither Buyer nor Seller shall have any further liability to the
other hereunder. If Buyer fails to make such election prior to the Closing Date, this Agreement
shall continue in effect, there shall be no reduction in the Purchase Price, and Seller shall, at the
Closing, assign to Buyer, by an assignment agreement in form and substance satisfactory to
Buyer, its entire right, title and interest in and to any Condemnation award or settlement made or
to be made in connection with such Condemnation proceeding. Buyer shall have the right at all
times to participate in all negotiations and dealings with the condemning authority and approve
or disapprove any proposed settlement in respect to such matter. Seller shall forthwith notify
Buyer in writing of any such Condemnation respecting the Property. 
15.    Casualty or EPA action or order. Either Buyer or Seller may elect, by written
notice to the other party, to terminate this Agreement and the escrow created pursuant hereto and
be relieved of its obligation to purchase or sell the Property on the occurrence of the following
events: (a) fire, windstorm or other casualty that materially affects the use of all or any portion
of the Property; (b) prior to Closing, U.S. EPA institutes proceedings in Civil Action C95-1495-
Z or in a new legal action; (c) prior to Closing, U.S. EPA issues an administrative order seeking

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to compel Settling Defendants in the Consent Decree in Civil Action  C95-1495-Z to perform
further response actions relations to the Harbor Island S & G Operating Unit. If either party
terminates this Agreement under this Paragraph 15, neither Buyer nor Seller shall have any
further liability to the other hereunder. If neither party makes such election prior to the Closing
Date, this Agreement shall continue in effect, the Purchase Price shall be reduced by the amount
of loss or damage occasioned by a casualty not covered by insurance, but in no event will the
Seller reimburse the Buyer for an amount that exceeds the Purchase Price. Seller shall promptly
notify Buyer in writing of any such casualty or EPA action or order respecting the Property. 
16.    Notices. Unless applicable law requires a different method of giving notice, any
and all notices, demands or other communications required or desired to be given hereunder by
any party (individually, "notice" and collectively, "notices") shall be in writing and shall be
validly given or made to another party if delivered either personally or by Federal Express or
other overnight delivery service of recognized standing, or if deposited in the United States mail,
certified, registered, or express mail with postage prepaid. If such notice is personally delivered,
it shall be conclusively deemed given at the time of such delivery. If such notice is delivered by
Federal Express or other overnight delivery service of recognized standing, it shall be deemed
given twenty four (24) hours after the deposit thereof with such delivery service. If such notice is
mailed as provided herein, such shall be deemed given forty eight (48) hours after the deposit
thereof in the United States mail. Each such notice shall be deemed given only if properly
addressed to the party to whom such notice is to be given as follows: 
To Seller:         Port of Seattle 
P.O Box 1209 
Seattle, WA 98111 
Attn:
With a copy to:     General Counsel 
Port of Seattle 
P.O. Box 1209 
Seattle, WA 98111 

To Buyer:        Bluefield Holdings, Inc. 
ATTN: General Counsel 
1880 West Oak Parkway 
Suite 106 
Marietta, GA 30062 

Any party hereto may change its address for the purpose of receiving notices as herein provided
by a written notice given in the manner aforesaid to the other party hereto. 
17.    Event of Default. In the event of a default under this Agreement by either party
(including a breach of any representation, warranty or covenant set forth herein), the injured 

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party shall be entitled, in addition to all other remedies at law or equity, to seek monetary
damages and specific performance of the defaulting party's obligations hereunder.
18.    Miscellaneous. 
18.1   Applicable Law. This Agreement shall in all res pects, be governed by the
laws of the State of Washington. 
18.2   Further Assurances. Each of the parties shall execute and deliver any
and all additional papers, documents and other assurances, and shall do any and all acts and
things reasonably necessary in connection with the performance of its obligations hereunder, to
carry out the intent of the parties hereto. 
18.3   Modification or Amendment, Waivers. No amendment, change or
modification of this Agreement shall be valid, unless in writing and signed by all of the parties
hereto. No waiver of any breach of any covenant or provision in this Agreement shall be deemed
a waiver of any preceding or succeeding breach thereof, or of any other covenant or provision in
this Agreement. No extension of time for performance of any obligation or act shall be deemed
an extension of the time for performance of any other obligation or act. 
18.4   Successors and Assigns. All of the terms and provisions contained herein
shall inure to the benefit of and shall be binding upon the parties hereto and their respective
heirs, legal representatives, successors and assigns. 
18.5   Entire Agreement. This Agreement constitutes the entire understanding
and agreement of the parties with respect to its subject matter and any and all prior agreements,
understandings or representations with respect to its subject matter are hereby canceled in their
entirety and are of no further force or effect. The parties do not intend to confer any benefit
under this Agreement to any person, firm or corporation other than the parties.
18.6 Attorneys' Fees. Should either party bring suit to enforce this
Agreement, each party will pay its own attorneys' fees, costs and expenses. 
18.7   Construction. Captions are solely for the convenien ce of the parties and
are not a part of this Agreement. This Agreement shall not be construed as if it had been
prepared by one of the parties, but rather as if both parties had prepared it. If the date on which
Buyer or Seller is required to take any action under the terms of this Agreement is not a business
day, the action shall be taken on the next succeeding business day.
18.8   Partial Invalidity. If any term or provision of this Agreement or the
application thereof to any person or circumstance shall, to any extent, be invalid or
unenforceable, the remainder of this Agreement, or the application of such term or provision to
persons or circumstances other than those as to which it is held invalid or unenforceable, shall
not be affected thereby; and each such term and provision of this Agreement shall be valid and
be enforced to the fullest extent permitted by law. 

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18.9   Survival. The covenants, agreements, representations and warranties
made in this Agreement shall survive the Closing unimpaired and shall not merge into the Deed
and the recordation thereof. 
18.10  Time. Time is of the essence of every provision of this Agreement.
18.11  Force Majeure. Performance by Seller or Buyer of their obligations
under this Agreement shall be extended by the period of delay caused by force majeure. Force
majeure is war, natural catastrophe, strikes, walkouts or other labor industrial disturbance, order
of any government, court or regulatory body having jurisdiction, shortages, blockade, embargo,
riot, civil disorder, or any similar cause beyond the reasonable control of the party who is
obligated to render performance (but excluding financial inability to perform, however caused.) 
18.12  Waiver; Succession. The waiver by Seller or Buyer of any covenant,
condition or agreement herein contained shall not vitiate the same or any other covenant,
condition or agreement contained herein and the terms, conditions, covenants and agreements
contained herein shall inure to the benefit of and be binding upon the successors and assigns of
the parties hereto. 

SELLER:                 Port of Seattle, a Washington State municipal
corporation 

By_____________________________ 
Printed name : __________________ 
Title : _______________________ 

BUYER:                Bluefield Holdings, Inc., a Nevada
corporation 

By 
Printed name: ___________________ 
Title: _________________________ 



- 14 -

EXHIBIT A 
Legal Description of Property 

PARCEL I: 
A portion of Lot 4, Block 409, Seattle Title Lands in the Northwest quarter of Section 18,
Township 24 North, Range 4 East of the Willamette Meridian, in King County, Washington,
described as follows: 
Beginning at the Northeasterly corner of said Block 409; thence South 4215' East 296.223
feet, along the Northeasterly line of said Block 409, to the true point of beginning, said point
begin the most Northerly corner of a right of way deeded to the Northern Pacific Railway
Company by Deed recorded January 30, 1929 as Recording No. 2515025; thence along a curve
to the left having a uniform radius of 623.805 feet, along said right of way, the center of which
curve bears South 2330'26" East 623.805 feet from said true point of beginning a distance of
47.811 feet to an intersection with the South line of said Lot 4, from which point of intersection
the center of said curve bears South 2753'55" East 623.805 feet; thence West, along the South
line of said Lot 4, 140.745 feet to the Southwesterly corner of said lot; thence North 4215'
West 40.528 feet to the Northwesterly corner of the South half of said Lot 4; thence East
202.643 feet, along the North boundary line of the South half of said Lot 4, to the Northeasterly
line of said Lot 4; thence South 4215' East 12.52 feet to the true point of beginning. 
EXCEPTING THEREFROM that portion conveyed to the City of Seattle by Special
Warranty Deed recorded December 18, 1980 as Recording No. 8012180731. 
PARCEL II: 
A portion of Lot 5, Block 409, Seattle Title Lands in the Northwest quarter of Section 18,
Township 24 North, Range 4 East of the Willamette Meridian, in King County, Washington,
described as follows: 
Beginning at the Northwesterly corner of said Lot 5; thence East 140.745 feet, along the North 
line of said Lot 5, to an intersection with a curve on the Northerly line of a right of way deeded 
to the Northern Pacific Railway Company by Deed recorded January 30, 1929 as Recording No. 
2515025, from which point of intersection the center of which curve bears South 2753'55" East
623.805 feet; thence in a Southwesterly direction along said curve to the left, having a uniform
radius of 623.805 feet, a distance of 105.755 feet to an intersection with the Southwesterly 
margin of said Lot 5, from which point of intersection the center of said curve bears South 
3736'43.5" East 623.804 feet; thence North 4215' West 77.2089 feet, along the Southwesterly 
margin of said Lot 5, to the point of beginning.

EXHIBIT B 

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EXHIBIT C 
SPECIAL WARRANTY DEED 
After recording return to: 
Bluefield Holding Inc. 
________________ 
_____________________ 
Attn: _________________ 

Document Title: Special Warranty Deed 
Grantor's Name: Port of Seattle, a Washington State municipal corporation 
Grantee's Name: Bluefield Holding Inc., a Nevada corporation 
Abbreviated Legal: ___________________________________________ 
Assessor's Tax Parcel Number: 
SPECIAL WARRANTY DEED 
THIS SPECIAL WARRANTY DEED (this "Deed") is made as of the_____ day
of_________, 20__, between the Port of Seattle, a Washington State municipal corporation
("Grantor"), and Bluefield Holding Inc., a Nevada corporation ("Grantee"). 
WITNESSETH, that Grantor, for and in consideration of the sum of Ten and No/100
dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, has granted, bargained, sold and conveyed, and by these presents does
grant, bargain, sell, convey and confirm, unto Grantee, its successors and heirs and assigns
forever, all the real property, located in the County of King, State of Washington, described as
follows: 
See Exhibit A attached hereto. 
TOGETHER with all and singular the hereditaments and appurtenances thereunto
belonging, or in anywise appertaining, and the reversions, remainder and remainders, rents,
issues, and profits thereof, and all the estate, right, interest, claim and demand whatsoever of
Grantor, either in law or equity, of, in and to the above bargained premises, with the
hereditaments and appurtenances. 
TO HAVE AND TO HOLD the said premises above bargained and described, with the
appurtenances, unto Grantee, its successors and assigns. And Grantor, for itself and its
successors and assigns, does covenant and agree that it shall and will WARRANT AND

FOREVER DEFEND the above-bargained premises in the quiet and peaceable possession of
Grantee, its successors and assigns, against all and every person or persons lawfully claiming the
whole or any part thereof by, through, or under Grantor, subject to rights reserved in Federal
patents or State deeds, buildings or use restrictions general to the district, building and zoning
regulations, and excepting all items of record and Permitted Exceptions attached hereto as
Exhibit B. 
IN WITNESS WHEREOF, Grantor has executed this deed on the date first written
above. 
GRANTOR: 
Port of Seattle, a Washington State municipal
corporation. 

By: 
Theodore J. Fick 
Chief Executive Officer 

STATE OF WASHINGTON ) 
: ss. 
COUNTY OF KING ) 
I certify that I know or have satisfactory evidence that ______________________ is the 
person who appeared before me, and said person acknowledged that (he/she) signed this
instrument, on oath stated that (he/she) was authorized to execute the instrument and
acknowledged it as the _________________________ of the PORT OF SEATTLE, a municipal
corporation, to be the free and voluntary act of such party for the uses and purposes mentioned in
the instrument.
SUBSCRIBED AND SWORN to before me this __________ day of
____________________, 20__. 

________________________________________ 
NOTARY PUBLIC in and for the State 
of Washington, residing at _______________ 
My Commission Expires: _______________ 
Print Name: __________________________

EXHIBIT A 
to 
Special Warranty Deed 
Legal Description of the Property 
PARCEL I: 
A portion of Lot 4, Block 409, Seattle Title Lands in the Northwest quarter of Section 18,
Township 24 North, Range 4 East of the Willamette Meridian, in King County, Washington,
described as follows: 
Beginning at the Northeasterly corner of said Block 409; thence South 4215' East 296.223
feet, along the Northeasterly line of said Block 409, to the true point of beginning, said point
begin the most Northerly corner of a right of way deeded to the Northern Pacific Railway
Company by Deed recorded January 30, 1929 as Recording No. 2515025; thence along a curve
to the left having a uniform radius of 623.805 feet, along said right of way, the center of which
curve bears South 2330'26" East 623.805 feet from said true point of beginning a distance of
47.811 feet to an intersection with the South line of said Lot 4, from which point of intersection
the center of said curve bears South 2753'55" East 623.805 feet; thence West, along the South
line of said Lot 4, 140.745 feet to the Southwesterly corner of said lot; thence North 4215'
West 40.528 feet to the Northwesterly corner of the South half of said Lot 4; thence East
202.643 feet, along the North boundary line of the South half of said Lot 4, to the Northeasterly
line of said Lot 4; thence South 4215' East 12.52 feet to the true point of beginning. 
EXCEPTING THEREFROM that portion conveyed to the City of Seattle by Special
Warranty Deed recorded December 18, 1980 as Recording No. 8012180731. 
PARCEL II: 
A portion of Lot 5, Block 409, Seattle Title Lands in the Northwest quarter of Section 18,
Township 24 North, Range 4 East of the Willamette Meridian, in King County, Washington,
described as follows: 
Beginning at the Northwesterly corner of said Lot 5; thence East 140.745 feet, along the North 
line of said Lot 5, to an intersection with a curve on the Northerly line of a right of way deeded 
to the Northern Pacific Railway Company by Deed recorded January 30, 1929 as Recording No. 
2515025, from which point of intersection the center of which curve bears South 2753'55" East
623.805 feet; thence in a Southwesterly direction along said curve to the left, having a uniform
radius of 623.805 feet, a distance of 105.755 feet to an intersection with the Southwesterly 
margin of said Lot 5, from which point of intersection the center of said curve bears South 
3736'43.5" East 623.804 feet; thence North 4215' West 77.2089 feet, along the Southwesterly 
margin of said Lot 5, to the point of beginning.

EXHIBIT B 
to 
Special Warranty Deed 
Permitted Exceptions 
1.     Any claim that any portion of the land is below the ordinary high water mark. 
2.     Any claim that any portion of the land is below the ordinary high water mark. 
3.     Any question as to the true location of the lateral boundaries of the West Waterway. 
4.     Any lien or liens that may arise or be created in consequence of or pursuant to an act of 
the legislature of the State of Washington entitled "An Act prescribing the way in which 
waterways for the uses of navigation may be excavated by private contract, proving for 
liens upon lands belonging to the state, granting rights of way across lands belonging to 
the State", approved March 9, 1893. 
5.     Rights of the general public to the unrestricted use of all the waters of a navigable body 
of water not only for the primary purpose of navigation, but also for corollary purposes; 
including (but not limited to) fishing, boating, bathing, swimming, water skiing and
other related recreational purposes, as those waters may affect the tidelands, shorelands 
or adjoining uplands and whether the level of the water has been raised naturally or 
artificially to a maintained or fluctuating level, all as further defined by the decisional 
law of this state. (Affects all of the premises subject to such submergence) 
6.     Easement, including terms and provisions contained therein: 
Recording Information: November 20, 1957 as Recording No. 4851993 In Favor of:
Pacific Telephone & Telegraph Company 
For: Ingress and egress to maintain and repair submarine cable 
7.     The terms and provisions contained in the document entitled "Notice of Consent Decree 
and Right of Access" recorded August 21, 1996 as Recording No. 9608211528 of 
Official Records. 
8.     The public records do not show any means of ingress and egress to and from the land, 
and by reason thereof, no assurance is provided hereunder of a right of access to and 
from the land. 
9.     The terms and provisions contained in the document entitled "Harbor Island Soil and 
Groundwater Operable Unit Environmental Covenant (Non-Capped Property)" recorded 
October 21, 2015 as Recording No. 20151021001212 of Official Records.