Item No.               4d_attach 4 
Date of Meeting         November 22, 2016 


November __, 2016 


Des Moines Creek Business Park Phase 1, LLC 
c/o Development Manager 
Panattoni Development Company, Inc. 
6840 Fort Dent Way, Suite 350 
Seattle, Washington 98188 
Attn: Bart Brynestad 
Re:   Cost Reimbursement for Water Line Relocation at Des Moines Creek
Business Park Phase 1 (the "Property") 
Ladies and Gentlemen: 
The Port of Seattle (the "Port"), as Landlord, and Des Moines Creek Business Park Phase 1, LLC 
("Tenant"), as  Tenant, entered into that certain Ground Lease Agreement dated as of
April 30, 2015 (as amended from time to time, the "Ground Lease"). Tenant has ask ed the Port
to consent to an assignment of the Ground Lease and a release of Tenant from liability under the
Ground Lease upon the assignment and assumption of the Ground Lease by Tenant's prospective
purchaser.  The Port has agreed to consent to the assignment and release Tenant from liability
thereunder upon the condition that Tenant pay the sum of One Hundred Forty Thousand and
no/100 Dollars ($140,000.00) ("Reimbursement") to the Port to defer the cost to the Port of
moving a water line located on the adjacent property owned by the Port, and Tenant has agreed
to pay such reimbursement. At Tenant's request the Port entered into a utility easement with the
Highline Water District (the "Water Line Easement") to locate a water line to serve the Property.
A true and correct copy of the Water Line Easement is attached hereto as Exhibit A and
incorporated herein by reference. Tenant installed the water line in accordance with the Ground
Lease for the development of the Property. Port wants to improve the  adjacent property that is
subject to the Water Line Easement and will need to relocate the water line within the Water
Line Easement. The parties have agreed to share the cost of the relocation and Tenant has agreed
to pay to the Port the Reimbursement set forth herein. Tenant shall deposit the Reimbursement
to the Port into the escrow for the sale and assignment of the Ground Lease. Tenant's escrow
instructions for said sale and assignment shall include an instruction for release of the
Reimbursement to the Port upon closing of the sale and assignment of the Ground Lease and
related improvements to Tenant's purchaser. The Port will be responsible for all work (including
any planning and permits) in connection with relocating the water line and all actual costs of the

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relocation of the water line.  For the avoidance of doubt, Tenant's payment of the
Reimbursement shall fully satisfy any and all obligations of Tenant, whether arising under the
Ground Lease, the Water Line Easement or otherwise, with respect to the relocation of the water
line. 
All notices and other communications which are required to be, or which may be given
under this agreement shall be in writing, and shall be delivered at the addresses set out below.
Notice may be given by personal delivery, recognized overnight courier, by United States mail or
by facsimile transmission in the manner set forth below. Notice shall be deemed to have been
duly given (a) if by personal delivery, on the first to occur of the date of actual receipt or refusal
of delivery by any person at the intended address, (b) if by overnight courier, on the first (1st)
Business Day after being delivered to a recognized overnight courier, (c) if by mail, on the
second (2nd) Business Day after being deposited in the United States mail, certified or registered
mail, return receipt requested, postage prepaid, or (d) by facsimile transmission shall be deemed
to have been given on the day and at the time transmitted, as evidenced by the confirmation slip
generated by the sender's facsimile machine addressed as follows: 
To Tenant::           Des Moines Creek Business Park Phase 1, LLC 
c/o Panattoni Development Company, Inc. 
900 SW 16th Street, Suite 330 
Renton, Washington, 98057 
Attention: Mr. Bart Brynestad 
Telephone: (206) 248-0555 
Facsimile: (206) 248-0044 
With a copy to:        Haight, Brown & Bonesteel, LLC 
2485 Natomas Place Drive., Suite 450 
Sacramento, California 95833 
Attention: Robert D. Collins 
Telephone: (916) 702-3200 
Facsimile: (916) 702-3230 
Port:                 Port of Seattle 
Street address for Aviation Division: 
17801 International Blvd. (Pacific Highway S.) 
Seattle, Washington 98158 
Mailing address for Aviation Division: 
P.O. Box 68727 
Seattle, Washington 98168 
Attention: Aviation Property Manager 
Telephone: (206) 787-6624 
Facsimile: ( 206) 787-4985 

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This agreement shall be construed and enforced in accordance with the laws of the State
of Washington. In the event either party requires the services of an attorney in connection with
enforcing the terms of this License, the prevailing party shall be entitled to a reasonable sum for
attorneys' fees, witness fees and other court costs and expenses, both at trial and on appeal. 
This letter sets forth all covenants, promises, agreements, conditions and understandings
between the Port and Tenant concerning the relocation of the water line and reimbursement
therefore. No subsequent alteration, amendment, change or addition to this agreement shall be
binding upon the Port or Tenant unless reduced to writing and signed by Tenant and the Port. 

Please countersign and return the enclosed duplicate original of this agreement. 
Sincerely, 
PORT OF SEATTLE 

By: __________________________ 
Name: ______________________ 
Title: ________________________ 

Agreed and accepted this ___ day of October, 2016: 
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: __________________________ 
Bart Brynestad, Local Partner 


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