Item No.               4d_attach 5 
Date of Meeting         November 22, 2016 
THIRD AMENDMENT TO 
PHASE 1 GROUND LEASE AGREEMENT 
THIS THIRD AMENDMENT TO PHASE 1 GROUND LEASE AGREEMENT (herein
"Amendment") dated as of November __, 2016 is made by and between PORT OF SEATTLE, a
Washington municipal corporation ("Landlord"), and DES MOINES CREEK BUSINESS PARK
PHASE 1, LLC, a Delaware limited liability company ("Tenant"). 
RECITALS 
A.    Landlord and Tenant are parties to that certain Ground Lease Agreement dated as
of April 30, 2015, as memorialized by that certain Memorandum of Ground Lease dated as of
April 30, 2015 by and between Landlord and Tenant, 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, by
and between Landlord and Tenant, and as further amended by that certain Second Amendment to
Phase 1 Ground Lease Agreement dated as of July 5, 2016, by and between Landlord and Tenant
(collectively, the "Ground Lease"). 
B.    Landlord and Tenant entered into a letter agreement dated November __, 2016,
for Cost Reimbursement for Water Line Relocation at Des Moines Creek Business Park Phase 1,
as consideration for Landlord's agreement to revise Section 24.1.3 of the Ground Lease, a copy
of which is attached hereto as Exhibit A and incorporated herein by this reference. 
C.    Landlord and Tenant desire to further amend the Ground Lease as set forth herein. 
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, Landlord and Tenant agree as follows: 
AGREEMENT 
1.  Section 24.1.3. Section 24.1.3 of the Ground Lease is hereby amended and restated in its
entirety to read as follows: 
No assignment, other than a Permitted Assignment or any assignment to which
Landlord has provided its consent pursuant to this Section 24, shall relieve Tenant
of any obligation under this Agreement, including Tenant's obligation to pay Base
Rent, Additional Rent or other amounts due hereunder. Any purported assignment
contrary to the provisions hereof without consent shall be void. The consent by
the Port to any assignment shall not constitute a waiver of the necessity for such
consent to any subsequent assignment or subletting. Notwithstanding the
foregoing, provided that an assignment is a Permitted Assignment or an
assignment to which Landlord has provided its consent pursuant to this Section
24, Tenant shall be released from all obligations of Tenant under this Agreement 
arising from and after the effective date of such assignment, including any

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obligations to pay Base Rent, Additional Rent or other amounts due hereunder,
and from the performance of any of the covenants, representations or warranties
of Tenant under this Lease. 
2.  Effect of Amendment. Except as provided in this Amendment, all other terms, conditions
and provisions of the Ground Lease remain unchanged and shall continue in full force and
effect as set forth in the Ground Lease. 

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

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

TENANT: 
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 





{00208898.DOCX; 1 / 16229 / AMD }Signature Page to Third Amendment to Phase 1 Ground Lease 
DMWEST #15018367

EXHIBIT A 
A Copy of the Letter Agreement 
[See attached] 

















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