Item No.           4d_attach 1 
Date of Meeting     November 22, 2016 
RECORDED AT THE REQUEST OF: 

AFTER RECORDING RETURN TO: 
CAVA Des Moines Industrial, LLC 
c/o LaSalle Investment Management 
333 W. Wacker Drive 
Chicago, Illinois 60606 
Attn: Paul K. White 

Assignment and Assumption of Ground Lease Agreement 
This Assignment and Assumption of Ground Lease Agreement (this "Assignment") is 
entered into as of ________________, 2016 (the "Effective Date"), by and among DES
MOINES CREEK BUSINESS PARK PHASE 1, LLC, a Delaware limited liability company
("Assignor"), CAVA DES MOINES INDUSTRIAL, LLC, a Delaware limited liability company
("Assignee"), and PORT OF SEATTLE, a Washington municipal corporation ("Landlord"), with
reference to the following facts: 
A.    Assignor is the owner of a ground leasehold interest in that certain real property
located in the City of Des Moines, County of King, State of Washington, as more particularly
described in Exhibit A attached hereto (the "Leasehold Parcel"), and the owner of a fee interest
in all buildings and other improvements (including fixtures) located on the Leasehold Parcel, 
together with all rights and interests appurtenant to the Leasehold Parcel, but excluding any 
personal property owned by tenants of, or service providers to, Assignor (collectively, the 
"Improvements"). The Leasehold Parcel and the Improvements are sometimes referred to herein
collectively as the "Real Property." 
B.    Assignor's interest in the Real Property is created by and subject to that certain
Ground Lease Agreement dated as of April 30, 2015 (the "Original Lease") by and between
Landlord and Assignor, as memorialized by that certain Memorandum of Ground Lease dated as
of April 30, 2015 (the "Memorandum") by and between Landlord and Assignor, recorded in the
records of King County, Washington, on April 30, 2015, as document number 20150430002927,
and as amended by that certain First Amendment to Phase 1 Ground Lease Agreement dated as
of August 17, 2015 (the "First Amendment") by and between Landlord and Assignor, and as
further amended by that certain Second Amendment to Phase 1 Ground Lease Agreement dated
as of July 5, 2016 (the "Second Amendment" and together with the Original Lease, the
Memorandum, and the First Amendment, the "Ground Lease") by and between Landlord and
Assignor. 
C.    Assignor has agreed to assign and transfer its interest in the Ground Lease to
Assignee and Assignee has agreed to assume Assignor's obligations under or in connection with 
the Ground Lease from and after the Effective Date, and Assignor has agreed to bargain, sell and 
convey to Assignee, and Assignee has agreed to acquire, the Improvements. 

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D.    Assignor and Assignee have requested that Landlord consent to this Assignment 
and agree to release Assignor from any and all obligations arising under or in connection with
the Ground Lease from and after the Effective Date or arising because of defaults or events
occurring from and after the Effective Date. Landlord has agreed to give such consent. 
NOW, THEREFORE, in consideration of the covenants and conditions set forth herein
and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, including Assignee's agreement to perform all of the obligations as Tenant under
or in connection with the Ground Lease without which Landlord would not execute this
Assignment, the parties hereto agree as follows: 
1.     Assignment. Assignor hereby bargains, sells, conveys, transfers and assigns to
Assignee, as of the Effective Date, without representation or warranty (express or implied), and
subject to all easements and other matters of record, all of the right, title and interest of Assignor
in and to the Ground Lease and the Improvements. 
2.     Assumption. Assignee hereby agrees to, as of the Effective, assume and perform
all of the obligations of Assignor as Tenant under or in connection the Ground Lease arising
from and after the Effective Date, and to acquire the Improvements. 
3.     Consent. Landlord hereby consents to the assignment of the Ground Lease to
Assignee, and to the transfer of the Improvements to Assignee. 
4.     Release of Assignor. Assignor is hereby released of all obligations arising under
or in connection with the Ground Lease from and after the Effective Date or arising because of
defaults or events occurring from and after the Effective Date. 
5.     Successors and Assigns. This Assignment shall bind and benefit the parties
hereto and their respective successors and assigns. 
6.     Landlord Execution. Notwithstanding any provisions set forth in this
Assignment, Landlord hereby executes this Assignment on its behalf only and does not agree,
consent or otherwise make any representation on behalf of any other entity with respect to the
matters set forth herein and this Assignment shall not be deemed or construed as granting or
conveying to any party any rights or interests in the Real Property additional to the rights and
interests presently held in such Real Property or contemplated by this Assignment. 
7.     Reimbursement to Landlord. As provided in Section 24.1.4 of the Ground Lease,
upon Landlord's execution of this Assignment, Assignor shall reimburse Landlord an amount up
to Five Thousand Dollars ($5,000.00) for fees and expenses incurred by Landlord in connection
with Landlord's consent to this Assignment. 
[Signature Pages Follow] 


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IN WITNESS WHEREOF, Assignor, Assignee and Landlord have each executed this
Assignment as of the Effective Date. 
ASSIGNOR: 
DES MOINES CREEK BUSINESS PARK PHASE 1, LLC, 
a Delaware limited liability company 
By:   Des Moines Creek Business Park, LLC, 
a Delaware limited liability company, 
Sole Member 
By:   PDC DMCBP, LLC, 
a Delaware limited liability company, 
Managing Member 
By:   PDC Seattle LLC, 
a Delaware limited liability company, 
Manager 
By: __________________________ 
Name: Bart Brynestad 
Title: Local Partner 

ASSIGNEE: 
CAVA DES MOINES INDUSTRIAL, LLC, 
a Delaware limited liability company 
By: 
Name: 
Title: 

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

[ACKNOWLEDGEMENT FORMS ATTACHED]

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EXHIBIT A 
LEGAL DESCRIPTION 

PARCEL A: 
Lots 1, 2, 3, and Tracts A and Z, of City of Des Moines Short Plat No. LUA2013-0036, recorded 
November 13, 2014 as Recording No. 20141113900004, records of King County, Washington,
as amended by City of Des Moines Short Plat No. LUA2013-0036 Alteration recorded April 26,
2016 as Recording No. 20160426900009, records of King County, Washington. 
PARCEL B: 
That portion of South 208th Street as delineated on City of Des Moines Short Plat No. 
LUA2013-0036, recorded November 13, 2014 as Recording No. 20141113900004, records of
King County, Washington, as amended by City of Des Moines Short Plat No. LUA2013-0036
Alteration recorded April 26, 2016 as Recording No. 20160426900009, records of King County,
Washington. 
PARCEL C: 
South 211th Street as delineated on City of Des Moines Short Plat No. LUA2013-0036, recorded
November 13, 2014 as Recording No. 20141113900004, records of King County, Washington,
as amended by City of Des Moines Short Plat No. LUA2013-0036 Alteration recorded April 26,
2016 as Recording No. 20160426900009, records of King County, Washington. 









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[ATTACH STATE SPECIFIC ACKNOWLEDGMENT FORMS] 


















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