Item No.: 8d_Attach 2
Date of Meeting: July 9, 2024

REAL ESTATE PURCHASE AND SALE AGREEMENT
THIS REAL ESTATE PURCHASE AND SALE AGREEMENT (“Agreement”) is made and
entered by and between the City of Des Moines, a political subdivision of the State of Washington
(the “Seller”) and the Port of Seattle, a Washington municipal corporation (the “Buyer”). Seller
and Buyer are also referred to herein individually as a “Party” or collectively as “Parties.” This
Agreement shall be effective as of the date it has been executed by both Parties (“Effective Date”).

RECITALS
A.
Seller is the owner of that certain real property located at ________________, Des
Moines, King County, State of Washington, the legal description of which is attached hereto as
EXHIBIT A (the “Real Property”).
B.
Seller desires to sell the Real Property and Buyer desires to purchase the Real
Property.
C.
Prior to executing this Agreement, the Des Moines City Council determined the
Property to be surplus to its need, and approved the sale of the Property to the Buyer on the terms
contained herein.
AGREEMENT
NOW, THEREFORE, in consideration of the promises and mutual covenants contained
herein, and other valuable consideration, receipt and sufficiency of which are hereby
acknowledged, the Parties hereto covenant and agree as follows:

ARTICLE 1.
PURCHASE AND TRANSFER OF ASSETS
1.1. PROPERTY TO BE SOLD. Seller shall sell and convey to Buyer on the Closing Date
(as hereinafter defined) and Buyer shall buy and accept from Seller on the Closing Date the
following assets and properties:
1.1.1. all of Seller’s right, title and interest in the Real Property as legally
described in EXHIBIT A;
1.1.2. all of Seller’s right, title and interest in improvements and structures located
on the Real Property, if any; ;
1.1.3. all of Seller’s easements and other rights that are appurtenant to the Real
Property including but not limited to, Seller’s right, title, and interest in and to streets, alleys or
other public ways adjacent to the Real Property, sewers and service drainage easements, rights of
connection to the sewers, rights of ingress and egress, licenses, government approvals and permits
affecting the Real Property, and all Seller’s right, title and interest in and to any plans, drawings,
surveys, and warranty right related to the Real Property.
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Hereinafter, the items listed in Section 1.1 are collectively referred to as the “Property.”

ARTICLE 2.
PURCHASE PRICE
2.1. PURCHASE PRICE AND PAYMENT. In consideration of the conveyance of the
Property, Buyer shall, in full payment therefore, pay in cash to Seller on the Closing Date a total
purchase price of six hundred and ninety thousand 00/100 dollars ($690,000) (the “Purchase
Price”).

ARTICLE 3.
REPRESENTATIONS AND WARRANTIES OF THE PARTIES AND
CONDITION OF PROPERTY
3.1. WARRANTIES AND REPRESENTATIONS OF SELLER. As of the date hereof and as of
the Closing Date, Seller represents and warrants as follows:
3.1.1. ORGANIZATION. The Seller is a political subdivision of the State of
Washington, duly organized, validly existing and in good standing under the laws of the State of
Washington.
3.1.2. EXECUTION, DELIVERY AND PERFORMANCE OF AGREEMENT,
AUTHORITY. The execution, delivery and performance of this Agreement by Seller (i) is within
the powers of Seller as a political subdivision of the state of Washington, and (ii) has been or will
be on or before the Closing Date, duly authorized by all necessary action of the Seller’s City
Council. This Agreement constitutes the legal, valid and binding obligation of Seller enforceable
against Seller in accordance with the terms herein.
3.1.3. NO BROKER. No broker, finder, agent or similar intermediary has acted
for or on behalf of Seller in connection with this Agreement or the transactions contemplated
hereby , and no broker, finder, agent or similar intermediary is entitled to any broker’s, finder’s or
similar fee or commission in connection with this Agreement based on an agreement, arrangement
or understanding to act for or on behalf of Seller.
3.1.4. NO LITIGATION. There is no pending, or to Seller’s knowledge,
threatened claim, lawsuit, litigation, arbitration, investigation or other proceeding pertaining to the
Property or any part thereof. There is no pending or, to the best of Seller’s knowledge, threatened
condemnation or similar proceeding pertaining to the Property or any part thereof.
3.1.5. NO VIOLATIONS. No governmental entity with jurisdiction or other
person or entity has asserted, or to Seller’s knowledge, has threatened to assert that the Property
or any part thereof is in violation of any applicable legal requirement.
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3.1.6. CONDITION OF PROPERTY. During Seller’s ownership of the Property, and
to Seller’s knowledge before Seller’s ownership of the Property, (i) there has been no generation,
treatment, storage, transfer, disposal or release of Hazardous Substances, as defined in Section
3.2.4 of this Agreement, on, in, under or emanating from the Property; and (ii) there are or have
been no underground storage tanks on the Property and no underground storage tanks have been
removed from the Property. To Seller’s knowledge there are no facts that would lead it to believe
that there are any Hazardous Substances on, in, under or emanating from the Property. To Seller’s
knowledge there are no concealed material defects in the Property.
3.1.7. NO CONTRACTS. Except for the Permitted Exceptions (defined below),
there are no contracts, agreements or other arrangements under which Seller is obligated to sell,
exchange, transfer, lease, rent or allow the use of the Property or any part thereof now or in the
future, or under which any person or entity has the right to possess or occupy the Property or any
part thereof now or in the future.
3.1.8. FUTURE AGREEMENTS. From and after the Effective Date unless this
Agreement is terminated in accordance with its terms, Seller shall not without the prior written
consent of Buyer:
(a)
enter into any agreement, contract, commitment, lease or other
transaction that affects the Property in any way; or
(b)

sell, dispose of or encumber any portion of the Property.

3.1.9. MAINTENANCE OF PROPERTY. Seller shall continue to maintain the
Property in its current condition, normal wear and tear excepted, and in compliance with all
applicable laws and to pay all costs of the Property between the Effective Date and Closing.
3.1.10. 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 and shall deliver to Buyer prior to the Closing an affidavit, as set forth in EXHIBIT C,
evidencing such fact, and such other documents as may be required under the Code.
3.2. REPRESENTATIONS AND WARRANTIES OF BUYER. As of the date hereof and as of
the Closing Date, Buyer represents and warrants as follows:
3.2.1. ORGANIZATION. Buyer is a Washington municipal corporation, duly
organized, validly existing and in good standing under the laws of the State of Washington.
3.2.2. EXECUTION, DELIVERY AND PERFORMANCE OF AGREEMENT,
AUTHORITY. The execution, delivery and performance of this Agreement by Buyer (i) is within
the powers of Buyer as a Washington municipal corporation, and (ii) , has been duly authorized
by all necessary action of the Buyer’s governing authority, the Port of Seattle Commission. This
Agreement constitutes the legal, valid and binding obligation of Buyer enforceable against Buyer
in accordance with the terms hereof.
3.2.3.

NO BROKER. No broker, finder, agent or similar intermediary has acted
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for or on behalf of Buyer in connection with this Agreement or the transactions contemplated
hereby, and no broker, finder, agent or similar intermediary is entitled to any broker’s, finder’s or
similar fee or commission in connection with this Agreement based on an agreement, arrangement
or understanding to act for or on behalf of Buyer.
3.2.4. CONDITION OF PROPERTY. Buyer acknowledges that, it has conducted a
physical inspection and made all investigations Buyer deems necessary in connection with its
purchase of the Property. Except to the extent of Seller’s representations and warranties in
Section 3.1, Buyer will be deemed to have approved the physical condition of the Property and
agrees to accept and purchase the Property “AS IS, WHERE IS”, including, without limitation,
the existence or non-existence of Hazardous Substances on, in, under or emanating from the
Property. For the purposes of this Agreement, the term “Hazardous Substance” shall mean: any
waste, pollutant, contaminant, or other material that now or in the future becomes regulated or
defined under any Environmental Law, and the term “Environmental Law” shall mean: any
federal, state or local statute, regulation, code, rule, ordinance, order , judgment, decree,
injunction or common law pertaining in any way to the protection of human health, safety, or the
environment, including without limitation, the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, 42 U.S.C. § 9602 et. seq. (“CERCLA”); the Resource
Conservation and Recovery Act of 1976, 42 U.S.C. § 6901 et seq. (“RCRA”); the Washington
State Model Toxics Control Act, RCW ch. 70.105D (“MTCA”); the Washington Hazardous
Waste Management Act, RCW ch. 70.105; the Federal Water Pollution Control Act, 33 U.S.C. §
1251 et seq., the Washington Water Pollution Control Act, RCW ch. 90.48, and any laws
concerning above ground or underground storage tanks. Nothing herein shall be deemed or
construed to constitute a waiver by Buyer of any right of contribution under any Environmental
Law.
3.3. RISK OF LOSS. Until the Closing, the risk of loss relating to the Property shall rest
with the Seller. Risk of Loss shall be deemed to include any property damage occurring as a result
of an “Act of God,” including, but not limited to, fire, earthquakes, tremors, wind, rain or other
natural occurrences (“Casualty”). If the Property is destroyed or damaged by Casualty prior to
Closing Buyer may terminate this Agreement, or alternatively, Buyer may elect to proceed with
Closing, in which case Seller shall assign to Buyer all claims and right to proceeds under Seller’s
property insurance policy and shall credit to Buyer at Closing the amount of any deductible
provided for in the property insurance policy. Buyer shall make its election under this Section 3.3
by written notice to Seller within fifteen (15) business days from Buyer learning of a Casualty and
the Closing Date will be extended for the period of time necessary to allow Buyer to make its
election.

ARTICLE 4.
TITLE MATTERS
4.1.
CONVEYANCE. Seller shall convey to Buyer the title to the Property by Bargain
and Sale Deed in substantially the form attached hereto as EXHIBIT B, subject only to the Permitted
Exceptions (as defined below), the lien of current real property taxes, fees and/or charges not yet
due and payable, rights reserved in federal patents or state deeds, and building or use restrictions
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general to the governing jurisdiction.
4.2. TITLE COMMITMENT. Buyer has obtained and provided to Seller a preliminary
commitment for an owner’s extended coverage policy of title insurance (the “Title Commitment”)
issued by ___________________________ (the “Title Company”), describing the Property,
listing Buyer as the prospective named insured and showing as the policy amount the total
Purchase Price for the Property.

4.3. REVIEW OF TITLE COMMITMENT. Buyer and Seller have already agreed upon a
set of exceptions or other items that are set forth in the Title Commitment or Survey and to which
Buyer does not object, which shall be deemed to be permitted exceptions (“Permitted
Exceptions”). The Permitted Exceptions are set forth in EXHIBIT B
4.4. OWNER’S TITLE INSURANCE POLICY. At the Closing, Buyer shall cause an
owner’s policy of standard coverage title insurance to be issued by the Title Company in the full
amount of the purchase price, effective as of the Closing Date, insuring Buyer that the fee simple
title to the Property is vested in Buyer, subject only to the Permitted Exceptions, the lien of current
real property taxes, fees and/or charges not yet due and payable, rights reserved in federal patents
or state deeds, and building or use restrictions general to the governing jurisdiction (“Title
Policy”). The obligation of Buyer to provide the Title Policy called for herein shall be satisfied if,
at the Closing, the Title Company has given a binding commitment, in a form reasonably
satisfactory to Buyer, to issue the policy in the form required by this Section.

ARTICLE 5.
CONTINGENCIES
5.1. PROJECT ENTITLEMENT CONTINGENCY. Buyer is the owner of tax parcels
adjacent to the Property which are subject to a ground lease between Buyer and a developer tenant,
PDC, Seattle LPIV BB/TH, LLC (“Panattoni”). Panattoni has submitted a master plan application
to seller and has a Title 16 variance application pending with Seller to develop and construct a
project on Buyer’s adjacent tax parcels. Buyer’s performance under this Agreement shall be
contingent on Panattoni receiving all necessary entitlements for its project from Seller, including
approval of the variance for the project. This “Project Entitlement Contingency” shall be
considered satisfied when the following events have all occurred: (i) approval by Seller of
Panattoni’s Master Plan for the project; (ii) Seller’s issuance of a clearing and grading permit to
Panattoni for its project; (iii) approval of Panattoni’s Title 16 Variance for the project; and (iv) the
passage of sixty (60) days following Panattoni’s receipt of a SEPA determination from Seller and
issuance of the Master Plan, or alternately, the passage of twenty-one (21) days following
Panattoni’s receipt of Seller’s SEPA determination if no appeals are filed during the relevant
appeal period. If the Project Entitlement Contingency has not been satisfied by June 1, 2025, this
Agreement shall automatically terminate, and the Parties shall have no further obligations
hereunder.
5.2. RIGHT OF ENTRY. Throughout the term of this Agreement, Buyer and Buyer’s
designated representatives or agents shall have the right and Seller hereby grants to Buyer
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Panattoni and Buyer’s and Panattoni’s designated representatives the right to enter the Property
and conduct tests, investigations and studies upon 24 hours advance verbal or email notice;
provided that such right of entry will be limited to those times and dates that will not disrupt
Seller’s use of, or Seller’s operations and activities on the Property. Invasive tests of the Property,
such as drilling or excavation shall be subject to Seller’s prior written approval. Buyer will not be
permitted to undertake activities that damage the Property. In connection with any such
inspections and tests, Buyer agrees to hold harmless, indemnify and defend Seller, its officers,
agents and employees, from and against all claims, losses, or liability for injuries, sickness or death
of persons, including employees of Buyer (“Claims”) caused by or arising out of any act, error or
omission of Buyer, its officers, agents, contractors, subcontractors or employees in entering the
Property for the above purposes, except to the extent the Claims are caused by or arise out of any
act, error or omission of Seller, its officers, agents and employees. The indemnification provisions
in this Section 5.1.4 are specifically and expressly intended to constitute a waiver of the Buyer’s
immunity under Washington’s Industrial Insurance Act, RCW Title 51, as respects the Seller only,
and only to the extent necessary to provide the Seller with a full and complete indemnity of claims
made by the Buyer’s employees. The Parties acknowledge that these provisions were specifically
negotiated and agreed upon.

ARTICLE 6.
COVENANTS OF SELLER PENDING CLOSING
6.1. CONDUCT, NOTICE OF CHANGE. Seller covenants that between the Effective Date
and the Closing Seller shall take all such actions as may be necessary to assure that the
representations and warranties set forth in Section 3.1 hereof will be true and complete as of the
Closing (except such representations, warranties and matters which relate solely to an earlier date),
and all covenants of Seller set forth in this Agreement which are required to be performed by it at
or prior to the Closing shall have been performed at or prior to the Closing as provided for in this
Agreement. Seller shall give Buyer prompt written notice of any material change in any of the
information contained in the representations and warranties made in Article 3 or elsewhere in this
Agreement which occurs prior to the Closing.
6.2
EXCLUSIVITY. Between the Effective Date and the Closing or earlier termination
of this Agreement, Seller shall not market the Property, make or accept any offers to sell, refinance,
or recapitalize the Property, or otherwise solicit any offers to purchase, or enter into any agreement
for the sale, refinancing or recapitalization of the Property.

ARTICLE 7.
COVENANTS OF BUYER PENDING CLOSING
7.1. CONDUCT, NOTICE OF CHANGE. Buyer covenants that between the Effective Date
and the Closing Buyer shall take all such actions as may be necessary to assure that the
representations and warranties set forth in Section 3.2 hereof will be true and complete as of the
Closing (except such representations, warranties and matters which relate solely to an earlier date),
and that all covenants of Buyer set forth in this Agreement which are required to be performed by
it at or prior to the Closing shall have been performed at or prior to the Closing as provided in this
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Agreement. Buyer shall give Seller prompt written notice of any material change in any of the
information contained in the representations and warranties made in Article 3 or elsewhere in this
Agreement which occurs prior to the Closing.

ARTICLE 8.
CONDITIONS PRECEDENT TO BUYER’S OBLIGATIONS
All obligations of Buyer to close on the Closing Date are subject to the fulfillment of each
of the following conditions at or prior to the Closing, and Seller shall exert its best efforts to cause
each such condition to be fulfilled:
8.1.
DELIVERY OF DOCUMENTS. Seller shall have delivered to Buyer at or prior to the
Closing all documents required by the terms of this Agreement to be delivered to Buyer.
8.2. OBLIGATIONS. All obligations required by the terms of this Agreement to be
performed by Seller at or before the Closing shall have been properly performed in all material
respects.
8.3. TITLE. Title Company shall be irrevocably committed to issue the Title Policy as
required by Section 4.4 of this Agreement.
8.4. CONDEMNATION. No portion of the Property shall have been taken or damaged
by any public or quasi-public body, and Seller shall not have transferred any portion of the
Property to any such body in lieu of condemnation.

ARTICLE 9.
CONDITIONS PRECEDENT TO SELLER’S OBLIGATIONS
All obligations of Seller to close on the Closing Date are subject to the fulfillment of each
of the following conditions at or prior to the Closing, and Buyer shall exert its best efforts to cause
each such condition to be so fulfilled:
9.1. DELIVERY OF DOCUMENTS. Buyer shall have delivered to Seller at or prior to
Closing all documents required by the terms of this Agreement to be delivered to Seller.
9.2. OBLIGATIONS. All obligations required by the terms of this Agreement to be
performed by Buyer at or before the Closing shall have been properly performed in all material
respects.

ARTICLE 10.
CLOSING
10.1. CLOSING/CLOSING DATE. The Closing shall take place within twenty (20) business
days following the removal of all the contingencies in Article 5 of this Agreement or such other
date as may be mutually agreed upon by the Parties (“Closing Date”). On or before the Effective
Date, the Parties shall set up an escrow account with the Escrow Agent. The Escrow Agent shall
serve as closing agent for the transaction contemplated herein and Closing shall occur in the offices
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of the Escrow Agent at __________________________, Washington.
10.2.

PRORATIONS AND MONETARY LIENS.

10.2.1. Prorations. Real property taxes and assessments shall be prorated as of the
Closing Date. Seller shall pay the cost of one-half (½) of the escrow fee charged by the Escrow
Agent, the recording fees for the deed, any real estate excise or other transfer tax due, and its own
attorneys’ fees. Buyer shall pay one-half (½) of the escrow fee charged by the Escrow Agent, the
costs of the preliminary and binding Title Commitments and the premium for the Title Policy and
its own attorneys’ fees. Except as otherwise provided in this Section 10.2, all other expenses
hereunder shall be paid by the Party incurring such expenses.
10.2.2. Taxes. Buyer is exempt by law from the payment of real property ad
valorem taxes, LIDs and assessments (“Taxes”) on the Property. Seller is and remains liable for
the payment of such Taxes up to the Closing Date and any payments of Taxes unpaid on the
Closing Date will be paid from Seller’s proceeds by the Escrow Agent on the Closing Date.
10.2.3. Monetary Liens. Except as otherwise expressly provided to the contrary
in this Agreement, Seller shall pay or cause to be satisfied at or before Closing all monetary liens
on or with respect to all or any portion of the Property. If Seller fails to satisfy said liens, the
Purchase Price shall be reduced by the amounts due to satisfy and discharge the liens.
10.3. SELLER’S DELIVERY OF DOCUMENTS AT CLOSING. At the Closing, Seller will
deliver to Buyer via escrow with the Escrow Agent the following properly executed documents:
10.3.1. A Bargain and Sale Deed conveying the Property substantially in the form
of EXHIBIT B attached hereto;
10.3.3. A seller’s certificate of non-foreign status substantially in the form of
EXHIBIT C, attached hereto.
10.4. BUYER’S DELIVERY OF PURCHASE PRICE AT CLOSING. At the Closing, Buyer will
deliver to Seller via escrow with the Escrow Agent cash or immediately available funds in the
amount of the Purchase Price.

ARTICLE 11.
MISCELLANEOUS PROVISIONS
11.1. NON-MERGER. Each statement, representation, warranty, indemnity, covenant,
agreement and provision in this Agreement shall not merge in, but shall survive the Closing of the
transaction contemplated by this Agreement unless a different time period is expressly provided
for in this Agreement.
11.2.

DEFAULT AND ATTORNEYS’ FEES.

11.2.1. DEFAULT BY BUYER. In the event Closing does not occur due to default by
Buyer, Seller shall have the right to bring an action for specific performance, damages and any
other remedies available at law or in equity. In seeking any equitable remedies, Seller shall not be
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required to prove or establish that Seller does not have an adequate remedy at law. Buyer hereby
waives the requirement of any such proof and acknowledges that Seller would not have an
adequate remedy at law for Buyer's breach of this Agreement.
11.2.2. DEFAULT BY SELLER. In the event Closing does not occur due to default
of Seller, Buyer shall have the right to bring an action for specific performance, damages and any
other remedies available at law or in equity. In seeking any equitable remedies, Buyer shall not
be required to prove or establish that Buyer does not have an adequate remedy at law. Seller
hereby waives the requirement of any such proof and acknowledges that Buyer would not have an
adequate remedy at law for Seller's breach of this Agreement.
11.2.3. ATTORNEY’S FEES. In any action to enforce this Agreement, each Party
shall bear its own attorney’s fees and costs.
11.3.

TIME.
11.3.1. TIME IS OF THE ESSENCE. Time is of the essence in the performance of this

Agreement.
11.3.2. COMPUTATION OF TIME. Any reference to “day” in this Agreement shall
refer to a calendar day, which is every day of the year. Any reference to business day in this
Agreement shall mean any calendar day that is not a “Legal Holiday.” A Legal Holiday under
this Agreement is a Saturday, Sunday or legal holiday as defined in RCW 1.16.050. Any period
of time in this Agreement shall mean Pacific Time and shall begin the calendar day or business
day, as the case may be, after the event starting the period and shall expire at 5:00 p.m. of the last
calendar day or business day, as the case may be, of the specified period of time, unless with
regard to calendar days the last day is a Legal Holiday, in which case the specified period of time
shall expire on the next day that is not a Legal Holiday.
11.4. NOTICES. Any and all notices or other communications required or permitted to be
given under any of the provisions of this Agreement shall be in writing and shall be deemed to
have been duly given upon receipt when personally delivered or sent by overnight courier. All
notices shall be addressed to the Parties at the addresses set forth below or at such other addresses
as a Party may specify by notice to the other Party and given as provided herein:
If to Buyer:

__________________
__________________
__________________
__________________
__________________
Email

If to Seller:

__________________
__________________
__________________
__________________
__________________
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Email
11.5. ENTIRE AGREEMENT AND AMENDMENT. This writing (including the Exhibits
attached hereto) constitutes the entire agreement of the Parties with respect to the subject matter
hereof and may not be modified or amended except by a written agreement specifically referring
to this Agreement and signed by all Parties.
11.6. SEVERABILITY. In the event any portion of this Agreement shall be found to be
invalid by any court of competent jurisdiction, then such holding shall not impact or affect the
remaining provisions of this Agreement unless that court of competent jurisdiction rules that the
principal purpose and intent of this contract should and/or must be defeated, invalidated or voided.
11.7. WAIVER. No waiver of any breach or default hereunder shall be considered valid
unless in writing and signed by the Party giving such waiver and no such waiver shall be deemed
a waiver of any prior or subsequent breach or default.
11.8. BINDING EFFECT. Subject to Section 11.14 below, this Agreement shall be
binding upon and inure to the benefit of each Party, its successors and assigns.
11.9. LEGAL RELATIONSHIP. The Parties to this Agreement execute and implement this
Agreement solely as Seller and Buyer. No partnership, joint venture or joint undertaking shall be
construed from this Agreement.
11.10. CAPTIONS. The captions of any articles, paragraphs or sections contained herein
are for purposes of convenience only and are not intended to define or limit the contents of said
articles, paragraphs or sections.
11.11. COOPERATION. Prior to and after Closing the Parties shall cooperate, shall take
such further action and shall execute and deliver further documents as may be reasonably requested
by the other Party in order to carry out the provisions and purposes of this Agreement.
11.12. GOVERNING LAW AND VENUE. This Agreement and all amendments hereto shall
be governed by and construed in accordance with the laws of the State of Washington applicable
to contracts made and to be performed therein, without giving effect to its conflicts of law rules or
choice of law provisions. In the event that either Party shall bring a lawsuit related to or arising
out of this Agreement, the Superior Court of King County, Washington shall have exclusive
jurisdiction and venue.
11.13. NO THIRD PARTY BENEFICIARIES. This Agreement is made only to and for the
benefit of the Parties, and shall not create any rights in any other person or entity.
11.14. ASSIGNMENT. Buyer shall not assign this Agreement or any rights hereunder
without Seller’s prior written consent.
11.15. NEGOTIATION AND CONSTRUCTION. This Agreement and each of its terms and
provisions are deemed to have been explicitly negotiated between the Parties, and shall not be
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construed as if it has been prepared by one of the Parties, but rather as if both Parties had jointly
prepared it. The language in all parts of this Agreement will, in all cases, be construed according
to its fair meaning and not strictly for or against either Party. The Parties acknowledge and
represent, as an express term of this Agreement, that they have had the opportunity to obtain and
utilize legal review of the terms and conditions outlined in this Agreement. Each Party shall be
and is separately responsible for payment of any legal services rendered on their behalf regarding
legal review of this Agreement.

11.16. COUNTERPARTS. To facilitate execution, this Agreement may be executed in as
many counterparts as may be convenient or required. It shall not be necessary that the signature
of, or on behalf of, each Party, or that the signature of all persons required to bind any Party,
appear on each counterpart. All counterparts shall collectively constitute a single instrument. It
shall not be necessary in making proof of this Agreement to produce or account for more than a
single counterpart containing the respective signatures of, or on behalf of, each Party hereto.
Any signature page to any counterpart may be detached from such counterpart without impairing
the legal effect of the signatures thereon and thereafter may be attached to another counterpart
identical thereto except having attached to it additional signature pages.
11.17. EXHIBITS. The following exhibits described herein and attached hereto are fully
incorporated into this Agreement by this reference:
EXHIBIT A
EXHIBIT B
EXHIBIT C

Legal Description
Bargain and Sale Deed
Certificate of Non-Foreign Status
[SIGNATURES ON THE NEXT PAGE]

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EXECUTED on the dates set forth below.
SELLER: City of Des Moines

BUYER: Port of Seattle

By:

By:

Name: ______________________________

Name:

Title: ______________________________

Title:

Date: _______________________________

Date: ______________________________

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EXHIBIT A.
LEGAL DESCRIPTION
___________

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EXHIBIT B.
BARGAIN AND SALE DEED
AFTER RECORDING RETURN TO:
______________________
______________________
______________________
ATTN: _______________

BARGAIN AND SALEDEED
Grantor - - King County, Washington
Grantee - - ___________________
Legal - - - - ____________________
Tax Acct. – ___________________
The Grantor, the City of Des Moines, a political subdivision of the State of Washington, for and in
consideration of mutual benefits, does hereby bargain, sell and convey unto the Grantee, the Port of
Seattle, a Washington municipal corporation, the following the real property situate in King County,
Washington and described in EXHIBIT A, attached hereto and incorporated herein by this reference,
subject to the permitted exceptions set forth in EXHIBIT B.
GRANTOR

GRANTEE
____________________________

BY:

BY:

TITLE:

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DATE:

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420 Fourth Avenue Real Estate PSA 12-18-14 DRAFT

NOTARY BLOCK FOR PORT OF SEATTLE

STATE OF WASHINGTON)
) SS
)

COUNTY OF KING

On this ___________ day of __________________________, 2024, before me, the undersigned, a Notary
Public in and for the State of Washington, duly commissioned and sworn, personally appeared
________________________________, to me known to be the _______________________________,
who executed the foregoing instrument and acknowledged to me that SHE or HE was authorized to execute
said instrument on behalf of the ________________ for the uses and purposes therein mentioned.
WITNESS my hand and official seal hereto affixed the day and year in this certificate above written.
Notary Public in and for the
State of Washington, residing
at
City and State
My appointment expires
NOTARY BLOCK FOR CITY OF DES MOINES
STATE OF WASHINGTON)
COUNTY OF KING

) SS
)

On this ___________ day of __________________________, 2015, before me, the undersigned, a Notary
Public in and for the State of Washington, duly commissioned and sworn, personally appeared GAIL
HOUSER, to me known to be the________________, and who executed the foregoing instrument and
acknowledged to me that SHE was authorized to execute said instrument on behalf of _____________for
the uses and purposes therein mentioned.
WITNESS my hand and official seal hereto affixed the day and year in this certificate above written.
Notary Public in and for the
State of Washington, residing
at
City and State
My appointment expires

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EXHIBIT C.
Seller’s Certification of Non-Foreign Status under
Foreign Investment in Real Property Tax Act (26 U.S.C. 1445)
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. For U.S. tax purposes
(including Section 1445), the owner of a disregarded entity (which has legal title to a U.S. real
property interest under local law) will be the transferor of the property and not the disregarded
entity. To inform the transferee that withholding of tax is not required upon the disposition of a
U.S. real property interest by ________________ ("Transferor"), the undersigned hereby
certifies the following on behalf of Transferor:
1. Transferor is not a foreign corporation, foreign partnership, foreign trust, or
foreign estate (as those terms are defined in the Internal Revenue Code and
Income Tax Regulations);
2. Transferor is not a disregarded entity as defined in Section 1.1445-2(b)(2)(iii);
3. Transferor's U.S. employer identification number is ______________;
4. 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 this document on behalf of Transferor.
Dated this ___ day of ______________, 2024.
City of Des Moines, Transferor:

By:
Name:
Title:

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