Attachment 4c attach for Regular Meeting held Jan 27, 2015 1:00PM at SEA

4c attach

Item No. 4c Attach 1
Date of Meeting January 27, 2015
RESTATED AND AMENDED
REAL ESTATE PURCHASE AND SALE AGREEMENT
THIS RESTATED AND AMENDED REAL ESTATE PURCHASE AND SALE
AGREEMENT ("Restated Agreement") is made and entered into as of this ____ day of
______________, 2015 ("Effective Date"), by and between the Port of Seattle, a municipal
corporation of the State of Washington ("Seller") and TRF Pacific, LLC, a Washington limited
liability company, and/or assigns ("Buyer"). Buyer and Seller are hereinafter sometimes referred
to collectively as the "Parties."
RECITAL
On November 22, 2014, Buyer and Seller into a Real Estate Purchase and Sale
Agreement ("Agreement") for the sale by Seller and the purchase by Buyer of certain land and
improvements owned by Seller and located in the City of Seattle, King County, WA.
Section 5.2 of the Agreement provided Buyer a thirty (30) day Due Diligence
Contingency. The last day for Seller to waive the due diligence contingency was December 22,
2014. Section Buyer must waive the due diligence contingency prior to its termination or the
Agreement terminates.
On December 16, 2014, Buyer contacted Seller indicating it was not prepared to waive
the Due Diligence Contingency and requested thirty (30) day extension to January 31, 2015.
Because extension of the Due Diligence Contingency requires the approval of the Port of Seattle
Port Commission, there was insufficient time to request Commission approval prior to December
22, 2014. As a result, the Agreement terminated.
Buyer remains interested in acquiring the Property and the parties have agreed to restate
and amend the Agreement as provided herein.
NOW, THEREFORE, in consideration of the agreements herein contained and for other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the Parties agree as follows:
RESTATED AND AMENDED AGREEMENT

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 3.44 acres, and more particularly described on Exhibit
A, attached hereto and incorporated herein by this reference (the "Land");

Item No. 4c Attach 1
Date of Meeting January 27, 2015
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 located on the Land (all of
which are hereinafter collectively referred to as the "Improvements");
1.4 Personal Property. Any personal property located on and used in
connection with operation of the Land or Improvements ("Personal Property"); and
1.5 Leases and Contracts. All Third Party Leases and contracts affecting the
Land, if any.
All of the items described in Paragraphs 1.1, 1.2, 1.3, 1.4 and 1.5 above are herein
collectively referred to as the "Property."
2. Purchase Price of the Property. Subject to the prorations and closing costs
hereinafter provided, the purchase price of the Property ("Purchase Price") shall be Seven
Million Two Hundred Thousand Dollars ($7,200,000.00).
3. Payment of Purchase Price. The Purchase Price (as adjusted by the prorations and
closing costs hereinafter provided) shall be paid as follows:
3.1 Buyer previously provided Seller with an initial cash deposit of Twenty-
Five Thousand Dollars ($25,000) ("Initial Deposit") together with the Letter of Intent between
the Parties with an effective date of July 17, 2014. Within three (3) business days following the
Effective Date, Seller shall open escrow ("Escrow") with First American Title Insurance
Company ("Escrow Agent") and deposit the Initial Deposit into Escrow ("Earnest Money").
3.2 No later than the Effective Date, Buyer shall pay Seller the sum of Ten
Thousand Dollars ($10,000) as consideration for Seller's agreement to restate and amend the
Agreement ("Amendment Price"). The Amendment Price shall be credited against the Purchase
Price at Closing and shall be returned to Buyer in the event this Restated Agreement is
terminated pursuant to Paragraphs 5.2, 6 or 13.1.
3.3 The balance of the Purchase Price shall be payable in all cash at Closing.
4. Title.
4.1 Conveyance of Property. Seller shall convey the Property to Buyer by
bargain and sale deed in a form substantially as attached Exhibit B ("Deed") subject to all
Permitted Exceptions (defined below) and all matters which would be disclosed by a current,
accurate survey of the Property.
4.2. Condition of Title. Title to the Property shall, at the option of Buyer, be
insurable by an ALTA extended coverage owner's policy of title insurance or a standard owner's
policy of title insurance, in the amount of the Purchase Price, subject only to the Permitted
Exceptions (defined in subparagraph 4.4 below). Seller shall satisfy all requirements of the Title
Company in connection with issuance of the title policy ("Title Policy") in accordance with the
Title Commitment (defined in subparagraph 4.3 below).
4.3. Title Insurance Commitment. Seller shall provide a current title insurance
commitment issued by First American Title Insurance Company ("Title Company"). Updates to

Item No. 4c Attach 1
Date of Meeting January 27, 2015
the commitment shall commit Title Company to insure title in Buyer for the Property in the
amount of the Purchase Price subject only to the Permitted Exceptions. If required by the Title
Company to issue an extended coverage owner's ALTA title insurance policy, Buyer shall obtain a
survey and title updates for an extended policy at its own expense. The commitment is referred to
as the "Title Commitment."
4.4 Title Review. During the Due Diligence Period (as defined below), Buyer
shall have fifteen (15) days after receipt of the Title Commitment (or any subsequent update) to
notify Seller of any objections it may have to any exceptions to title or other matters shown or
referred to in the Title Commitment. If Buyer objects to exceptions or other matters, Seller
within ten (10) days of such Buyer's notice, shall notify Buyer in writing whether Seller will
remove the objected-to exceptions. If Seller fails to respond within ten (10) days of Seller's
notice, Seller shall be deemed to have elected not to remove the objected-to exception(s). If
Seller elects not to remove an objected-to exception(s), then Buyer's option shall be to either (i)
accept the objected-to exception(s) as Permitted Exception(s) or (ii) by written notice to Seller
within seven (7) days of Seller's notice, terminate this Restated Agreement, in which case the
Earnest Money shall be refunded to Buyer and neither party shall have any further right against
the other. If Buyer fails to act within seven (7) days of receipt of Seller's election not to remove
an exception, then Buyer's objected-to exception(s) shall be conclusively deemed approved as
Permitted Exceptions. All encumbrances not objected to by Buyer shall be deemed Permitted
Exceptions.
4.4.1 Third Party Leases and Contracts. Buyer acknowledges that the
Property is currently encumbered with two (2) month to month lease agreements listed on
Schedule 1 attached hereto ("Third Party Leases"). Seller shall assign and Buyer shall accept
assignment of the Third Party Leases at Closing pursuant to an Assignment of Leases and
Contracts substantially in a form as attached Exhibit C.
5. Due Diligence.
5.1 Within seven (7) days after the Effective Date, Seller shall deliver to
Buyer signed complete copies of the Third Party Leases, all licenses and all contracts affecting
the Property, if any; and other documents, records and materials concerning the physical
condition of the Property, including, without limitation, all surveys, maps, and plans.
5.2 Due Diligence/Feasibility Contingency. For a period of thirty (30) days
after the Effective Date ("Due Diligence/Feasibility Period"), the Buyer, its designated
representatives or agents shall have the right, at their expense, to (i) enter upon the Property to
perform any and all tests, inspections, studies, surveys or appraisals of the Property deemed
necessary, by Buyer; (ii) examine due diligence materials pertaining to the Property that are
provided by Seller; and (iii) Buyer determining in Buyer's full and complete discretion that it is
feasible for Buyer to own and operate the Property in a manner and upon terms and conditions
satisfactory to Buyer. Buyer shall indemnify and hold harmless Seller from and against any
mechanic's or other liens or claims (but excluding claims resulting from any pre-existing fact or
condition at the Property) that may be filed or asserted against the Property or Seller as a result
of actions taken by Buyer or its contractors in connection with any of Buyer's due diligence
inspection activities, including Buyer due diligence inspection activities occurring prior to the
Effective Date of this Restated Agreement. Buyer shall have two (2) additional thirty (30) day
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Date of Meeting January 27, 2015
extensions of the Due Diligence/Feasibility Period ("Due Diligence/Feasibility Extension") and
shall pay the Port Ten Thousand Dollars ($10,000) to exercise each Due Diligence/Feasibility
Extension (each, a "Due Diligence/Feasibility Extension Payment"). No later than five (5) days
prior to termination of the preceding Due Diligence Period or Due Diligence/Feasibility
Extension, Buyer must notify Seller, in writing, that it intends to exercise a Due
Diligence/Feasibility Extension and include the Due Diligence/Feasibility Extension Payment
with its notification. If before the end of the Due Diligence Period or a Due Diligence/Feasibility
Extension, Buyer fails to give Seller written notice that it is waiving its Due Diligence/Feasibility
Contingency, then Buyer shall be deemed to have elected to terminate this Restated Agreement,
the Initial Deposit and the Amendment Price shall be returned to Buyer, and neither party shall
have any further rights or obligations hereunder. The Due Diligence/Feasibility Extension
Payment(s) pursuant to this Paragraph shall not be credited against the Purchase Price and shall
not be returned to Buyer in the event this Restated Agreement is terminated, including
termination pursuant to this Paragraph 5.2 or Paragraphs 6, 13.1 or 13.2 of this Restated
Agreement.
5.3 To the maximum extent permitted by RCW 64.06, Buyer expressly waives
its right to receive from Seller a seller disclosure statement as provided for in RCW 64.06 (the
"Seller Disclosure Statement"). Seller and Buyer acknowledge that Buyer cannot waive its right
to receive the environmental section of the Seller Disclosure Statement (which is contained in
Section 6 of the form). Seller will provide the same, with only such environmental section
completed by the Seller, to Buyer within seven (7) days after the Effective Date. Nothing in the
Seller Disclosure Statement creates a representation or warranty by the Seller, nor does it create
any rights or obligations in the parties except as set forth in RCW 64.06, as amended. Buyer is
advised to use due diligence to inspect the Property to Buyer's satisfaction, subject to the terms
of this Restated Agreement, and the Seller may not have knowledge of defects that careful
inspection might reveal. Buyer specifically acknowledges and agrees that the Seller Disclosure
Statement is not part of this Restated Agreement, Seller has no duties to the Buyer other than
those set forth in this Restated Agreement, including delivery of the completed environmental
section of the Seller Disclosure Statement, Buyer has no independent cause of action under the
Seller Disclosure Statement and specifically and without limitation, Buyer will not have a
remedy for economic loss resulting from negligent errors, inaccuracies or omissions on the Seller
Disclosure Statement.
6. Environmental Contingency. No later than five (5) business days after the Buyer
has waived its Due Diligence/Feasibility Contingency, Seller shall apply to enroll the Property in
the Washington State Department of Ecology ("DOE") Voluntary Cleanup Program ("VCP").
Within five (5) business days after Seller provides Buyer with written notice from the DOE that
the Property has been accepted in the VCP, Buyer shall contract, at Buyer's sole cost and
expense, with an environmental consultant for the design of an Independent Remedial Action
Plan ("IRAP") for submission to DOE under the VCP. Buyer shall be solely responsible for all
costs associated with DOE's services under the VCP. No later than ten (10) days after Seller
provides Buyer with DOE's written opinion under the VCP providing either (i) that upon
completion of the proposed IRAP, no further remedial action will likely be necessary at the
Property ("Likely NFA Letter"), or (ii) that the proposed IRAP does not meet the substantive
requirements of the Washington State Model Toxics Control Act ("Likely FA Letter"), Buyer
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Date of Meeting January 27, 2015
shall provide Seller with written notice that it is waiving the environmental contingency under
this Paragraph. If Buyer fails to provide Seller with the written notice of waiver within the ten
(10) days provided in this Paragraph, Buyer shall be deemed to have not waived the
Environmental Contingency, this Restated Agreement shall terminate, the Initial Deposit and the
Amendment Price shall be returned to Buyer, and neither party shall have any further rights or
obligations hereunder.
7. Condition of Property.
7.1 Buyer acknowledges and agrees that it shall be allowed to inspect the
Property to Buyer's satisfaction and Seller shall provide Buyer with the Phase I Environmental
Site Assessment Update and Supplemental Environmental Assessment for the Property prepared
by Hart Crowser and dated October 31, 2005 ("Environmental Reports") with the other due
diligence items identified in Paragraph 5.1 above.
7.2 Buyer shall release and forever discharge the Seller from all claims related
to or arising from the presence of Hazardous Substances on the Property and/or the
environmental condition of the Property. Except for the waiver, release and discharge of claims
set forth above, nothing in the Restated Agreement shall be construed to waive or discharge any
other rights or claims that the Buyer may have or assert under Environmental Laws and Buyer
shall have no obligation to indemnify, protect, defend or hold Seller harmless from claims arising
as a result of any act or omission by Seller, or that relate to the period of time, prior to the
Closing. The term "Environmental Law" means 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 or the environment, including without limitation, the Resource
Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation
and Liability Act, the Toxic Substances Control Act, the Model Toxics Control Act, the Water
Pollution Control Act, laws concerning above ground or underground storage tanks, and any
similar or comparable state or local law. The term "Hazardous Substance" means any hazardous,
toxic, radioactive or infectious substance, material or waste as defined, listed or regulated under
any Environmental Law, including, without limitation petroleum oil and any of its fractions.
7.3 Subject to the Seller's express representations, warranties and obligations
under this Restated Agreement, BUYER IS PURCHASING ITS INTERESTS IN THE
PROPERTY IN AN "AS-IS" CONDITION BASIS WITH ANY AND ALL FAULTS,
PATENT AND LATENT DEFECTS, KNOWN AND UNKNOWN, IS NOT RELYING
ON, AND HEREBY WAIVES ANY WARRANTY OF MERCHANTABILITY,
HABITABILITY, FITNESS FOR A PARTICULAR PURPOSE AND ANY OTHER
REPRESENTATION OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND
WHATSOEVER FROM THE SELLER WITH RESPECT TO ANY MATTERS
CONCERNING THE PROPERTY including, but not limited to the physical condition of the
Property; zoning status; tax consequences of this transaction; utilities; operating history or
projections or valuation; compliance by the Property with other laws, statutes, ordinances,
decrees, regulations and other requirements applicable to the Property; the condition or existence
of any of the above ground or underground structures or improvements, including tanks and
transformers in, on or under the Property; and the condition of title to the Property (collectively,
the "Condition of the Property").
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Item No. 4c Attach 1
Date of Meeting January 27, 2015
7.4 Buyer represents and warrants to the Seller that except for the Seller's
express representations, warranties and obligations under this Restated Agreement, the Buyer has
not relied and will not rely on, and the Seller is not liable for or bound by, any warranties,
guaranties, statements, representations or information pertaining to the Property or relating
thereto made or furnished by the Seller or any agent or contractor of the Seller, to whomever
made or given, directly or indirectly, orally or in writing.
7.5 Buyer and Seller acknowledge that the Seller's willingness to convey the
Property reflects that the Property is being conveyed subject to the provisions of this Paragraph
7.
7.6 Notwithstanding any provision of this Restated Agreement to the contrary,
the provisions of this Paragraph 7 shall survive the Closing of the transaction contemplated
herein and the delivery of the Deed to Buyer.
8. Closing Conditions.
8.1 Buyer's obligation to purchase the Property shall be subject to the
following conditions that must be satisfied as of Closing or such earlier date as specified below:
8.1.1 All representations and warranties of the Seller contained herein
shall be true, accurate and complete in all material respects as of the Effective Date and at the
time of Closing as if made again at such time.
8.1.2 The Title Company shall be prepared to issue the Title Policy to
the Buyer insuring Buyer's interest in the Property in the amount of the Purchase Price, subject
to no exceptions other than the Permitted Exceptions.
8.1.3 Seller shall have performed all obligations to be performed by it
hereunder on or before Closing (or, if earlier, on or before the date set forth in this Restated
Agreement for such performance).
If the conditions set forth in this subparagraph 8.1 are not satisfied as of Closing and the Buyer
does not waive the same, the Seller and the Buyer shall extend the Closing Date an additional
thirty (30) days. If the conditions set forth in this subparagraph 8.1 are not satisfied within such
additional thirty (30) day period and the Buyer does not waive the same, then Buyer may pursue
its remedies under Paragraph 13.1 below.
8.2 The Seller's obligation to sell the Property shall be subject to the
following conditions that must be satisfied as of Closing:
8.2.1 All representations and warranties of the Buyer contained herein
shall be true, accurate and complete in all material respects as of the Effective Date and at the
time of Closing as if made again at such time;
8.2.2 The Buyer shall have performed all obligations to be performed by
it hereunder on or before Closing (or, if earlier, on or before the date set forth in this Restated
Agreement for such performance).
If the conditions set forth in this subparagraph 8.2 are not satisfied as of Closing and the Seller
does not waive the same, the Seller and the Buyer shall extend the Closing Date an additional
thirty (30) days. If the conditions set forth in this subparagraph 8.2 are not satisfied within such
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Item No. 4c Attach 1
Date of Meeting January 27, 2015
additional thirty (30) day period and the Seller does not waive the same, then Seller may pursue
its remedies under Paragraph 13.2 below.
9. Representations and Warranties of the Seller. The Seller hereby makes the
following representations and warranties, which representations and warranties shall be deemed
made by the Seller to the Buyer as of the Effective Date and as of the Closing Date:
9.1 From the Effective Date to the Closing Date, the Seller will timely
perform all of obligations required by the terms of this Restated Agreement to be performed by
the Seller.
9.2 From the Effective Date to the Closing Date, the Seller will notify the
Buyer of any event of which the Seller becomes aware that affects the Property or any part
thereof, promptly upon learning of the occurrence of such event.
9.3 The Seller is a municipal corporation of the State of Washington, duly
organized, validly existing and in good standing under the laws of the State of Washington, has
all requisite power and authority to execute and deliver this Restated Agreement and to carry out
its obligations under this Restated Agreement and the transactions contemplated hereby. No
consent of any judicial or administrative body, governmental authority, or other governmental
body or agency to such execution, delivery and performance by Seller is required. To Seller's
actual knowledge, neither the execution of this Restated Agreement nor the consummation of the
transactions contemplated hereby will (i) result in a breach of, default under, or acceleration of,
any agreement to which Seller is a party or by which Seller or the Property are bound; or (ii)
violate any restriction, court order, agreement or other legal obligation to which Seller and/or the
Property is subject.
9.4 From the Effective Date to the Closing Date, the Seller will not grant,
create or amend any easement, right-of-way, encumbrance, restriction, covenant, lease, license,
permit, option to purchase or other right which would affect the Property prior to or after Closing
("Third Party Interests") without the Buyer's written consent first having been obtained.
9.5 To the Seller's actual knowledge, there is no threatened lawsuit or material
claim against or relating to the Seller with respect to the Property that would impede or
materially affect the Seller's ability to perform the terms of this Restated Agreement and there is
no pending or, to the Seller's actu al knowledge, contemplated condemnation or similar
proceeding with respect to the Property or any part thereof.
9.6 There are no contracts of any kind relating to the management, leasing,
operation, maintenance or repair of the Property that will survive Closing other than the Third
Party Leases.
10. Representations and Warranties of the Buyer. The Buyer hereby makes the
following representations and warranties, which representations and warranties shall be deemed
made by the Buyer to the Seller as of the Effective Date and as of the Closing Date:
10.1 From the Effective Date to the Closing Date, the Buyer will timely
perform all of obligations required by the terms of this Restated Agreement to be performed by
the Buyer.

Item No. 4c Attach 1
Date of Meeting January 27, 2015
10.2 The Buyer is a limited liability company of the State of Washington, duly
organized, validly existing and in good standing under the laws of the State of Washington, has
all requisite power and authority to execute and deliver this Restated Agreement and to carry out
its obligations under this Restated Agreement and the transactions contemplated hereby. No
consent of any creditor, investor, judicial or administrative body, governmental authority, or
other governmental body or agency, or other party to such execution, delivery and performance
by Buyer is required. To Buyer's actual knowledge, neither the execution of this Restated
Agreement nor the consummation of the transactions contemplated hereby will (i) result in a
breach of, default under, or acceleration of, any agreement to which Buyer is a party or by which
Buyer is bound; or (ii) violate any restriction, court order, agreement or other legal obligation to
which Buyer is subject.
11. Closing.
11.1 Time and Place. The closing of the transaction contemplated by this
Restated Agreement ("Closing") shall take place at the offices of First American Title Insurance
Company, 818 Stewart Street, Suite 800, Seattle, Washington, escrow agent for the closing of
this transaction ("Escrow Agent"), no later than thirty (30) days after waiver or completion of all
contingencies in this Restated Agreement, including the Environmental Contingency ("Closing
Date"). The Closing Date may be extended by written agreement of the Parties.
11.2 Seller Obligations. At or before Closing, the Seller shall deliver to Escrow
Agent, for delivery to the Buyer and/or Buyer, as applicable, the following:
11.2.1 The executed Deed, as described in Paragraph 4.1, in a form
substantially as attached Exhibit B; and
11.2.2 An executed Bill of Sale for conveyance of any personal property
in a form substantially as attached Exhibit D; and
11.2.3 An executed Assignment of Third Party Leases and Contracts, as
described in Paragraph 4.4.1, in a form substantially as attached Exhibit C; and
11.2.4 An excise tax affidavit for the Property, signed by the responsible
and authorized official of the Seller; and
11.2.5 Such other documents as may be required to close this transaction,
including a Foreign Investment in Real Property Tax Act ("FIRPTA") certificate.
11.3 Buyer's Obligations. At or before Closing, the Buyer shall deliver to
Escrow Agent, for delivery to the Seller the following:
11.3.1 The Purchase Price; and
11.3.2 An executed Assignment of Third Party Leases and Contracts; and
11.3.3 An executed excise tax affidavit for the Property, signed by the
responsible and authorized officials of the Buyer; and
11.3.4 Such other documents and funds as may be required for Closing.

Item No. 4c Attach 1
Date of Meeting January 27, 2015
11.4 Proration. All taxes, fees and charges payable by governmental entities,
including, without limitation, surface water management fees, noxious weeds fees and special
district charges associated with the Property shall be prorated as of Closing.
11.5 Closing Costs. The Seller and the Buyer shall share equally the escrow
fees with respect to the sale of the Property. Seller shall pay any and all applicable transfer taxes
and the premium for a standard ALTA owner's title insurance policy. Buyer shall pay the
difference in premium should Buyer request extended coverage.
12. Possession. The Buyer shall be entitled to possession of the Property immediately
following Closing.
13. Default.
13.1 By Seller. If there is an event of default under this Restated Agreement by
the Seller, Buyer shall elect, as its sole remedy, either to (i) terminate this Restated Agreement
by giving notice to Seller of such election prior to Closing, whereupon the Initial Deposit and the
Amendment Price shall be returned to Buyer; (ii) waive such breach and proceed to Closing; or
(iii) pursue the remedy of specific performance.
13.2 By Buyer. If there is an event of default under this Restated Agreement
by the Buyer, the Seller shall elect, as its sole remedy, either to (i) terminate this Restated
Agreement by giving notice to Buyer of such election prior to Closing, whereupon Seller shall be
entitled retain the Initial Deposit, the Amendment Price, the Due Diligence/Feasibility Extension
Payment(s), if any, and all interest accrued thereon; (ii) waive such breach and proceed to
Closing; or (iii) pursue the remedy of specific performance.
14. Notices. All notices to be given by each party to the other pursuant to this
Restated Agreement 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:
If to Seller: Port of Seattle
Real Estate Division
P. O. Box 1209
Seattle, WA 98111
Attn: Managing Director Real Estate Division
Telephone: 206 787-3722
With a copy to: Port of Seattle
Legal Department
P.O. Box 1209
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Item No. 4c Attach 1
Date of Meeting January 27, 2015
Seattle, WA 98111
Attn: General Counsel
Telephone: 206 787-3218
If to the Buyer: TRF Pacific, LLC
2620 Second Avenue
Seattle, WA 98121
Attn: Doug Exworthy
Telephone: 206 985-0100
With a copy to: Jameson Babbitt Stites & Lombard, PLLC
801 Second Avenue, Suite 1000
Seattle, WA 98104
Attn: Sean Durbin
Telephone 206 344-5288
15. Miscellaneous:
15.1 Governing Law. This Restated Agreement shall be governed by and
construed in accordance with the laws of the State of Washington.
15.2 Entire Agreement. This Restated Agreement constitutes the entire
agreement between the parties concerning the sale of the Property and any and all prior
agreements, understandings or representations with respect to its subject matter, including the
LOI with an effective date of July 17, 2014, 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 Restated
Agreement to any person, firm or corporation other than the Parties.
15.3 Modification or Amendment. No amendment, change or modification of
this Restated Agreement shall be valid, unless in writing and signed by all of the parties hereto,
and authorized by appropriate legislative actions of the Seller.
15.4 Counterparts. This Restated Agreement may be executed in more than
one counterpart, each of which shall be deemed an original.
15.5 Successors and Assigns. This Restated Agreement shall bind and inure to
the benefit of the respective successors and permitted assigns of the parties. The Buyer, with
Seller's prior written consent, may assign its interest in this Restated Agreement to any entity in
which Buyer or its constituent members has a controlling interest.
15.6 Event Date. If any event date falls on a Saturday, Sunday or legal holiday,
then the time for performance shall be extended until the next business day.
15.7 Non-Waiver. No term or condition of this Restated Agreement will be
deemed to have been waived or amended unless expressed in writing, and the waiver of any
condition or the breach of any term will not be a waiver of any subsequent breach of the same or
any other term or condition.

Item No. 4c Attach 1
Date of Meeting January 27, 2015
15.8 Exhibits and Schedules. This Restated Agreement contains the following
Exhibits, which are attached and made a part of this Restated Agreement: Exhibits A, B, C and
D and Schedule 1.
15.9 Brokers. Seller has not had any contact or dealings regarding the
Property, or any communication in connection with the subject matter of this transaction,
through any real estate broker or other person who can claim a right to a commission or finder's
fee based on the transaction contemplated by this Restated Agreement. Buyer shall be solely
responsible for paying the commission of any real estate broker it chooses to engage to assist
with the transaction contemplated by this Restated Agreement. Buyer shall 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 any claims or
actions arising from or related to any and all real estate broker commission claims and/or
commission claims by any other person who can claim a right to a commission.
15.10 No Further Marketing of Property. From the Effective Date until Closing
or until Buyer or Seller terminate this Restated Agreement as provided in this Restated
Agreement, Seller will not negotiate in any way with any third party concerning the sale of the
Property, including without limitation soliciting bids, considering offers or making offers or
counteroffers, nor shall Seller enter into any contract(s) to sell the Property or any portion
thereof.
15.10 Time. Time is of the essence of this Restated Agreement.
15.11 Attorneys Fees/Litigation Expenses. Each party shall pay their respective
attorney's fees with respect to this Restated Agreement and Closing. In any controversy, claim or
dispute arising out of, or relating to, this Restated Agreement, the prevailing party shall be
entitled to recover its costs and expenses of suit, including reasonable attorneys' fees.
15.12 Recitals; Construction; Definitions. Each of the recitals set forth above is
incorporated into this Restated Agreement as though fully set forth herein. Captions are solely
for the convenience of the parties and are not a part of this Restated Agreement. This Restated
Agreement shall not be construed as if it had been prepared by one of the parties, but rather as if
all parties had prepared it.
15.13 Partial Invalidity. If any term or provision of this Restated Agreement or
the application thereof to any person or circumstance shall, to any extent, be invalid or
unenforceable, the remainder of this Restated 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 Restated
Agreement shall be valid and be enforced to the fullest extent permitted by law.

Item No. 4c Attach 1
Date of Meeting January 27, 2015
15.14 Survival. The indemnifications made in this Restated Agreement shall
survive the Closing unimpaired and shall not merge into the Deed and its recordation. The
representations and warranties made in this Restated Agreement shall not merge into the Deed.

TRF PACIFIC, LLC: PORT OF SEATTLE:

By: _________________________ By: __________________________
Name: ______________________ Name: ________________________
Its: _________________________ Its" __________________________

Exhibits:
A Legal Description of Property
B Bargain and Sale Deed
C Assignment of Leases and Contracts
Schedule 1 Third Party Leases and Contracts
D Bill of Sale

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