ITEM NO:      4e Attach 3
DATE OF MEETING: May 26, 2015
DRAFT 05/18/15
FIRST AMENDMENT TO
OPTION TO GROUND LEASE AGREEMENT
THIS FIRST AMENDMENT TO OPTION TO GROUND LEASE AGREEMENT (herein
"Amendment"), dated as ofJune ___, 2015 is made by and between PORT OF SEATTLE, a
Washington municipal corporation ("Port"), and DES MOINES CREEK BUSINESS PARK,
LLC, a Delaware limited liability company and DES MOINES CREEK BUSINESS PARK
PHASE II, LLC, a Delaware limited liability company (together, "Developer"). 
RECITALS
A.   Port and Des Moines Creek Business Park, LLC as Optionee entered into an
Option to Ground Lease Agreement as of July 17, 2014 (the "Option Agreement").
B.   On February 5, 2015, Des Moines Creek Business Park, LLC assigned to Des
Moines Creek Business Park Phase II, LLC (an affiliate of Optionee under the Option
Agreement) the right to exercise the Option Agreement as to the real property designated as
Phase 3 in the Option Agreement.
C.   In April 2015, the federal General Services Administration (GSA) selected
Developer to build new regional offices for the Federal Aviation Administration (FAA) on the
area designated as Phase 3 in the Option Agreement. 
D.   The Option Agreement requires Developer to exercise its option to ground lease
the Phase 2 area by July 30, 2016 and the Phase 3 area by July 30, 2018.
E.   Developer intends to ground lease the Phase 3 area by the end of the January,
2016 to meet the GSA's August, 2017 deadline for completing the FAA facility.
F.    Given that the anticipated lease-up of the Phase 3 area for the FAA facility will
occur sooner than the required lease-up of the Phase 2 area, Developer proposes to re-designate
the Phase 3 area as the Phase 2 area such that the acreage under lease, rental rate and lease start
date requirements that currently apply to the Phase 2 area will now apply to the Phase 3 area and
vice versa.
G.   Port and Developer wish to clarify the terms of the Option Agreement related to
the Project's three phases in order tofacilitate Developer's ability to meet the GSA's deadline 
for completion of the FAA facility.
NOW, THEREFORE, for and in consideration of the above recitals, the agreements,
covenants and conditions herein contained, and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, Port and Developer agree to amend the
Option Agreement as follows:

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DRAFT 05/18/15 
AGREEMENT 
1.     Master Plan; Phasing 
Section 3 is amended to designate Phase 3 of the Master Plan/Project as Phase 2 of the Master
Plan/Project and vice versa. Notwithstanding such re-designation, Developer affirms that: 
(a)    the Project will be developed consistent with the Amended and Restated Second
Development Agreement between the Port and the City of Des Moines dated July 16, 2014, as
amended by that certain First Addendum to the Amended and Restated Second Development
Agreement dated as of November 6, 2014 ("Second Development Agreement"); and 
(b)    it will prepare a separate, related master plan for the newly designated Phase 2
area that will contain the FAA facility as required by the Second Development Agreement and
Section 3.2. 
2.     Property Take-Down Schedule 
Section 5.2 is amended to substitute the lease start dates, leased acreage by phase and total lease
premises requirements that apply to the Phase 2 area for those that are listed for the Phase 3 area
and vice versa.
3.     Base Rent 
Port and Developer agree that the Base Rent rates provided in Sections 7.4 and 7.5 shall apply to
the new Phase designations.
4.     Reimbursement of Prepaid Frontage Improvement In-Lieu Fees 
Port and Developer agree that notwithstanding the re-designation of Phase 2 and Phase 3
provided for in this Amendment, Developer agrees to reimburse Port the prepaid frontage
improvement in-lieu fees based on the actual frontage of each Phase along South 216th Street
and/or 24th Avenue South as currently required by Section 8.1(d). 
5.     Effect of Amendment 
Except as provided in this Amendment, all other terms, conditions and provisions of the Option
Agreement remain unchanged and shall continue in full force and effect as set forth in the Option
Agreement. 

[Intentionally Blank  Signatures Follow on Next Page] 



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DRAFT 05/18/15 
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
representatives to execute this Amendment as of the date set forth above. 

PORT: 
PORT OF SEATTLE, 
a Washington municipal corporation 
By: 
Name: 
Title: 

DEVELOPER: 
DES MOINES CREEK BUSINESS PARK PHASE
II, LLC, 
a Delaware limited liability company 
By:   PDC DMCBP, LLC, 
a Delaware limited liability company, 
its Managing Member 
By:  PDC Seattle LLC, 
a Delaware limited liability company, 
its Manager 
By: __________________________ 
Bart Brynestad 
Local Partner 

DES MOINES CREEK BUSINESS PARK, LLC, 
a Delaware limited liability company 
By:  PDC Seattle LLC, 
a Delaware limited liability company, 
its Manager 
By: __________________________ 
Bart Brynestad 
Local Partner 

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