LEASE AGREEMENT
Between
PORT OF SEATTLE
And
WASHINGTON STATE
DEPARTMENT OF TRANSPORTATION
TERMINAL 46 











SP\SLAM\T-46\WSDOT\WSDOT Term Lease Agreement T46
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Table of Contents 

SECTION 1 : LEASED PREMISES .............................................................................................. 1 
SECTION 2 : TERM ...................................................................................................................... 1 
SECTION 3 : RENT ....................................................................................................................... 2 
SECTION 4 : USE OF PREMISES ................................................................................................ 3 
SECTION 5 : UTILITIES ............................................................................................................... 4 
SECTION 6 : ALTERATIONS; OWNERSHIP OF CERTAIN INSTALLATIONS.................... 5 
SECTION 7 : MAINTENANCE AND REPAIR ........................................................................... 5 
SECTION 8 : TAXES ..................................................................................................................... 6 
SECTION 9 : COMMON AREAS ................................................................................................. 6 
SECTION 10 : INSURANCE AND INDEMNITY ....................................................................... 6 
SECTION 11 : DAMAGE OR DESTRUCTION ........................................................................... 9 
SECTION 12 : ASSIGNMENT AND SUBLEASE ..................................................................... 10 
SECTION 13 : DEFAULT ........................................................................................................... 11 
SECTION 14 : ACCESS; EASEMENTS ..................................................................................... 12 
SECTION 15 : NONWAIVER; RIGHT TO PERFORM............................................................. 13 
SECTION 16 : SURRENDER AND HOLDING OVER ............................................................. 14 
SECTION 17 : ENVIRONMENTAL STANDARDS .................................................................. 14 
SECTION 18 : MISCELLANEOUS ............................................................................................ 16 
SECTION 19 : SIGNATURES ..................................................................................................... 19 
SECTION 20 : ACKNOWLEDGMENTS ................................................................................... 19 











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SP\SLAM\T-46\WSDOT\WSDOT Term Lease Agreement T46
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LEASE AGREEMENT

THIS LEASE AGREEMENT (the "Lease") is made as of this ____ day of ___________
20__ by and between the PORT OF SEATTLE, a Washington municipal corporation ("the
Port"), and the WASHINGTON STATE DEPARTMENT OF TRANSPORTATION (also
referred to as "WSDOT"), a Washington State governmental agency ("Lessee").
For and in consideration of the mutual promises, covenants and conditions hereinafter set
forth, the parties agree as follows:
SECTION 1: LEASED PREMISES
1.1  Premises. The Port hereby leases to Lessee, and Lessee hereby leases from the
Port, the following described premises ("the Premises") located at the Port property commonly
known as Terminal 46, a legal description of which is attached hereto as Exhibit A:
Container Yard Area: Approximately 212,102 square feet of Container
Terminal area (including load restricted area), all as shown on the attached
Exhibit B; and 
North Apron Area: Approximately 64,917 square feet of area (including
load restricted area), containing the Port's Pier 46 timber dock and adjacent
uplands, plus vessel berth area, all as shown on the attached Exhibit B. 
The Port and Lessee agree that the uplands land area of the North Apron Area includes a twostory
concrete tilt-up office warehouse building and a one-story metal warehouse building, and
acknowledge that both building structures will be demolished by the Lessee at Lessee's sole cost
and expense. Lessee shall replace/reconstruct the demolished structures with equivalent
structures upon lease termination.
The Port and Lessee agree that the Premises are, and shall be deemed for all purposes to be,
212,102 square feet of Container Yard Area and 64,917 square feet of North Apron Area as set
forth above.
1.2  This Lease is subject and subordinate to the provisions of the Port Management
Agreement between the Port and the Washington Department of Natural Resources, attached as
Exhibit C and incorporated by this reference.
1.3  Acceptance of the Premises. Lessee has examined the Premises, accepts them in
their present condition, and agrees to make any changes in the Premises necessary to conform to
federal, state and local law applicable to Lessee's use of the Premises. Lessee accepts the
Premises in their "as is" condition and, subject to repairs and improvements, approved by the
Port in advance, will make improvements to accommodate Lessee's proposed uses. Lessee
understands that portions of the Container Yard Area and the North Apron Area have limited
load capabilities. Lessee agrees to complete a structural review of these areas for purposes of
determining the structural load capacity. Lessee shall provide a copy of the structural study or
report to the Port, and complete a post structural study or report of the Premises at lease
termination.
SECTION 2: TERM
2.1  Lease Term. The Lease term will commence upon substantial completion
("Commencement Date") of the improvements to be constructed by WSDOT on Terminal 46
for Total Terminals International, LLC ("TTI"), and terminate three (3) years and six (6)
months after the Commencement Date. For the purpose of this section "substantial completion"
shall occur when the Port and TTI determines it has occurred; provided, however, the Port and
TTI shall be guided in making that determination as follows: substantial completion shall be
deemed to have occurred when WSDOT's construction of the improvements for TTI at
Terminal 46 has been completed to such an extent, and all government permits and approvals
and occupancy certificates necessary have been obtained, notwithstanding that minor or
insubstantial details of construction, mechanical adjustment or decoration remain to be
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performed. Minor or insubstantial details of construction, mechanical adjustment or decoration
are those details that if not completed would not significantly interfere with the opening of the
improvement for use in TTI's business. The term Commencement Date is estimated to be May
1, 2012 and ending November 30, 2015.
2.2  Possession. If the Port shall be unable for any reason to deliver possession of the
Premises, or any portion thereof, at the time of the commencement of the term of this Lease, the
Port shall not be liable for any damage caused thereby to Lessee, nor shall this Lease thereby
become void or voidable, nor shall the term specified herein be in any way extended, but in
such event Lessee shall not be liable for any Rent until such time as the Port can deliver
possession. If Lessee shall, in the interim, take possession of any portion of the Premises,
Lessee shall pay as Rent the full rent specified herein reduced pro rata for the portion of the
Premises not available for possession by Lessee. If Lessee shall, with the Port's consent, take
possession of all or any part of the Premises prior to the commencement of the term of this
Lease, all of the terms and conditions of this Lease shall immediately become applicable, with
the exception that Lessee shall not be obligated to pay any Rent for the period prior to the
commencement of the term of this Lease unless otherwise mutually agreed.
SECTION 3: RENT
3.1  Base Rent. Commencing on the Commencement Date, Lessee agrees to pay as
rent ("Base Rent") for the Premises the monthly amount shown below, plus applicable taxes.
CONTAINER YARD AREA 
January 1, 2012  December 31, 2012:
212,102 sf Container Yard Area @ $2.48966/sf/yr = $528,061.87/yr  12 = $44,005.16/mo.*
January 1, 2013  December 31, 2013:
212,102 sf Container Yard Area @ $3.03060/sf/yr = $642,796.32/yr  12 = $53,566.36/mo.*
January 1, 2014  December 31, 2014:
212,102 sf Container Yard Area @ $3.03060/sf/yr = $642,796.32/yr  12 = $53,566.36/mo.*
January 1, 2015  December 31, 2015:
212,102 sf Container Yard Area @ $3.03060/sf/yr = $642,796.32/yr  12 = $53,566.36/mo.*
In the event the Commencement Date is delayed, and the term of the lease extends beyond
December 31, 2015, the rental rate for the Container Yard Area will be at the current full peracre
rental rate for Container Yard at Terminal 46.
NORTH APRON AREA 
64,917 sf North Apron Area  @ $480,000.00/yr = $480,000.00/yr  12 = $40,000.00/mo.*
*plus applicable taxes.
The Base Rent shall be paid to the Port in advance on the first day of each and every month
during the term, at such place as the Port may designate, without any prior demand, and without
any abatement, deduction or setoff whatsoever. If the term commences on any day other than the
first day of a calendar month, Base Rent for any fractional month shall be prorated based upon
the actual number of days in such fractional month.
3.2   Adjustment to North Apron Area. The Base Rent for the North Apron Area shall
be adjusted upward effective on the anniversary of the commencement date and every twelfth
(12th) month thereafter through the term of this Lease, including any extension term (if any), by
a percentage equal to three percent (3%).
3.3  Late Charges.
3.3.1  Lessee hereby acknowledges that late payment by Lessee to the Port of
Rent, or any portion thereof, or any other sums due hereunder will cause the Port to incur costs
not otherwise contemplated by this Lease. Accordingly, if any installment of Rent, or any
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portion thereof, or any other sum due from Lessee shall not be received by the Port within ten
(10) days after such amount shall be due, then, without any requirement for notice to Lessee,
Lessee shall pay the Port a late charge equal to 5% of such overdue amount. The parties agree
that such late charge represents a fair and reasonable estimate of the costs the Port will incur by
reason of late payment by Lessee. Acceptance of such late charge by the Port shall in no event
constitute a waiver of Lessee's default with respect to such overdue amount, nor prevent the Port
from exercising any of the other rights and remedies granted hereunder.
3.3.2  In addition to the late charges provided for in this Section, interest shall
accrue on any unpaid Rent and/or other remuneration, or any other sums due hereunder, at the
rate of 18% per annum or the maximum rate provided by law, whichever is less, ("the Default
Rate") from the date due until paid.
3.4  Use of Term Rent. The Port and Lessee agree that the term "Rent" shall mean
and refer collectively to sums denominated as either Base Rent, Percentage Rent (if any),
Additional Rent (if any) or any such other sums or charges otherwise payable by Lessee under
the terms of this Lease. Failure by Lessee to pay any sum denominated as Rent shall entitle the
Port to pursue any or all remedies specified in this Lease as well as remedies specified in RCW
Chapter 59.12 or otherwise allowed by law.
SECTION 4: USE OF PREMISES
4.1  Use of Premises. Lessee shall use the Premises for materials storage, vehicle
parking, and office, all associated with the Alaskan Way Viaduct Replacement and Tunnel
Construction Project ("Alaskan Way Viaduct"), and shall not use them for any other purpose
without the written consent of the Port. Lessee shall not exceed the structural load capacity of
the Premises.
4.2  General Standards Regarding Use.
4.2.1  Lessee shall occupy and use the entire Premises for the purpose set forth
in Section 4.1 in a first-class manner continuously during the entire term of this Lease, with the
exception of temporary closures for such periods as may reasonably be necessary for repairs or
redecorating or for reasons beyond Lessee's reasonable control.
4.2.2  Lessee shall not use or occupy or permit the Premises or any part thereof
to be used or occupied, in whole or in part, in a manner which would in any way: (i) violate any
present or future Legal Requirements, (ii) violate any of the covenants, agreements, provisions
and conditions of this Lease, (iii) violate the certificate of occupancy then in force with respect
thereto, (iv) as will constitute a public or private nuisance, (v) impair, in the Port's reasonable
judgment, with the character, reputation or appearance of the Port, or (vi) occasion discomfort,
inconvenience or annoyance to either the Port or its adjoining tenants. For purposes of this
Lease, the term "Legal Requirements" shall mean and refer to all laws, statutes and ordinances
including building codes and zoning regulations and ordinances and the orders, rules, regulations
and requirements of all federal, state, county, city or other local jurisdiction departments,
agencies, bureaus, offices and other subdivisions thereof, or any official thereof, or of any other
governmental, public or quasi-public authority, which may be applicable to or have jurisdiction
over the Premises, or the sidewalks or streets adjacent thereto and all requirements, obligations
and conditions of all instruments of record on the date of this Lease.
4.2.3  Lessee shall not conduct or permit to be conducted without the prior
written consent of the Port, any auction, fire, bankruptcy, "going out of business" or other
distress sales of any nature upon or from the Premises, whether voluntary, involuntary, pursuant
to any assignment for the payment of creditors, or pursuant to any bankruptcy or other
insolvency proceeding, unless ordered by a court of competent jurisdiction.
4.3  Continuing Compliance. Throughout the term of this Lease, Lessee shall, at its
own cost and expense, promptly and diligently observe and comply with: (i) all Legal
Requirements (including, without limitation, those relating to environmental matters) and the
requirements of any fire insurance rating organization and all insurance companies writing
policies covering the Premises or any part or parts thereof; (ii) all applicable rules and
regulations of the Port pertaining to the building or other realty of which the Premises are a part
now in existence or hereafter promulgated for the general safety and convenience of the Port, its
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various tenants, invitees, licensees and the general public; and (iii) all permits, licenses,
franchises and other authorizations required for Lessee's use of the Premises or any part thereof.
Lessee shall comply with each of these whether or not they are now in force or at any time in
the future may be passed, enacted, or directed.
4.4  Terminal Security.
4.4.1  Without limiting the generality of either Section 4.2 or 4.3, Lessee shall
comply at all times with all local, state and federal laws, rules and regulations relating to
homeland security ("Security Laws") applicable to the Premises or any larger facility of which
the Premises are a part. If the Premises, either directly or as a result of its location within a
larger Port facility, are subject to a government-required security plan ("Security Plan"), Lessee
will fully and promptly comply with the Security Plan. Lessee shall be solely responsible for all
of its costs of complying with any applicable Security Laws or Security Plan as well as any fines
or penalties incurred (whether by Lessee or the Port) as result of its failure to comply with such
Security Laws or Security Plan.
4.4.2  Lessee shall not  without the Port's separate, express written agreement 
undertake any activities or handle any cargo that would either: (i) subject the Premises, or any
larger facility of which the Premises are a part, to any Security Laws to which it is not already
then-subject, or (ii) require the adoption of, or any material modification to, a Security Plan
applicable to the Premises, or any larger facility of which the Premises are a part (together,
"Additional Security Requirement"). In addition to its own costs of complying with any
Additional Security Requirement, Lessee shall further be responsible to the Port for any costs it
incurs in complying with any Additional Security Requirement or any fines or penalties incurred
as a result of its failure to implement, or comply with, such Additional Security Requirement.
4.5  No Liens. Lessee will not directly or indirectly create or permit to be created
and/or to remain, a Lien upon the Premises, including any Alterations (as defined below in
Section 6.1), fixtures, improvements or appurtenances thereto, except those Liens expressly
permitted by in writing by the Port. In the event any such Lien(s) have been created by or
permitted by Lessee in violation of this provision, Lessee shall immediately discharge as of
record, by bond or as otherwise allowed by law, any such Lien(s). Lessee shall also defend
(with counsel approved by the Port), fully indemnify, and hold entirely free and harmless the
Port from any action, suit or proceeding brought on or for the enforcement of such lien(s). As
used in this Section, "Lien" shall mean and refer to any mortgage, lien, security interest,
encumbrance, charge on, pledge of, conditional sale or other encumbrance on the Premises, any
Alteration, fixture, improvement or appurtenance thereto, or any larger building and/or property
of which the Premises may be a part.
4.6  Signs. No sign, symbols or other advertising matter shall be attached to or
painted on or within the Premises, including windows and doors thereof, without the prior
written approval of the Port. At the expiration or sooner termination of this Lease, all signs,
symbols, advertising matter or canopies placed on or in the Premises by Lessee shall be
removed by Lessee at its expense, and Lessee shall repair any damage or injury to the Premises
and correct any unsightly condition caused by the maintenance or removal of said signs or other
advertising matter.
SECTION 5: UTILITIES
5.1  Utilities. Lessee shall be liable for and shall pay throughout the term of this
Lease, all charges for all utility services furnished to the Premises, including, but not limited to,
light, heat, electricity, ADT or equivalent, gas, water, sewerage, surface water management fee,
recycling, garbage disposal and janitorial services. In the event that the Premises are part of a
building or part of any larger premises to which any utility services are furnished on a
consolidated or joint basis, Lessee agrees to pay to the Port, or Total Terminals International
LLC, at the Port's option, Lessee's pro rata share of the cost of any such utility services,
specifically including a reasonable cost associated with management of such utility services.
Lessee's pro rata share of any such services may be computed by the Port on any reasonable
basis, and separate metering or other exact segregation of cost shall not be required.
5.2  Utility Interruptions. With respect to any utility service provided to the Premises
as a part of a building or any larger premises of which the Premises are a part, the Port shall
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have the right to shut down electrical or other utility services to the Premises when necessitated
by safety, repairs, alterations, connections, upgrades, relocations, reconnections, or for any other
reason, with respect to any such utility system (singularly or collectively, "Utility Work"),
regardless of whether the need for such Utility Work arises in respect of the Premises, any other
part of the building or larger premises. Whenever possible, the Port shall give Lessee no less
than two (2) days prior notice for such utility shutdown. The Port shall not be liable to Lessee
for any losses, including loss of income or business interruption, resulting from any
interruptions or failure in the supply of any utility to the Premises, except when such losses
result from the Port's gross negligence.
5.3  Energy Conservation. The Port shall have the right to institute such reasonable
policies, programs and measures as may be necessary or desirable, in the Port's discretion, for
the conservation and/or preservation of energy or energy related services, or as may be required
to comply with any applicable codes, rules and regulations, whether mandatory or voluntary.
SECTION 6: ALTERATIONS; OWNERSHIP OF CERTAIN INSTALLATIONS
6.1  Limitation on Alterations. Lessee shall make no changes, alterations, additions,
substitutions or improvements (collectively referred to as "Alterations") to the Premises, unless
Lessee shall first deliver to the Port plans and specifications for, and obtain the Port's prior
written approval of, such Alterations. All such Alterations shall be done at Lessee's sole cost
and expense and at such times and subject to such conditions as the Port may from time to time
designate.
6.2  Requirements for All Alterations. In addition to, and not in lieu of, conditions
imposed by the Port pursuant to Section 6.1, any alterations or improvements permitted by the
Port shall be performed: (i) in a good and workmanlike manner; (ii) in compliance with all
Legal Requirements; and (iii) in a manner which will not unreasonably interfere with or disturb
other tenants of the Port. In addition, prior to commencement of any Alterations, Lessee shall
furnish to the Port proof of insurance for any and all contractors working on behalf of Lessee in
the minimum form and limits as set forth in Sections 10.2.1.1 and 10.2.1.2. Any Alterations
shall immediately become the property of the Port without any obligation on its part to pay
therefor, and shall not be removed by Lessee unless directed to do so in connection with any
consent issued under Section 6.1 and or pursuant to SECTION 16.
6.3  Trade Fixtures. Lessee shall retain ownership of all trade fixtures and business
equipment and furnishings from time to time installed by Lessee at its expense. Lessee may
remove any of such fixtures, equipment or furnishings at any time during the term and shall
remove all thereof prior to the expiration of the term. Any such property not removed at the
expiration of the term shall, at the election of the Port, become the property of the Port without
payment to Lessee, or be deemed abandoned and removed by the Port, at Lessee's expense.
Upon any removal of such property, Lessee shall promptly repair any and all damage to the
Premises caused thereby and reimburse the Port for its costs and expenses in removing any such
property not removed by Lessee and repairing any such damage not repaired by Lessee; this
covenant shall survive the termination of this Lease.
SECTION 7: MAINTENANCE AND REPAIR
7.1  Maintenance and Repair by Lessee.
7.1.1  Lessee shall, at its sole cost and expense, keep the Premises together with
all Alterations, equipment and installations  in good order, condition and repair at all times.
Lessee shall make all repairs and replacements (ordinary as well as extraordinary, foreseen and
unforeseen) which may be necessary or required so that at all times the Premises are in good
order, condition and repair. Without limiting the generality of the foregoing, Lessee shall keep
the Premises clean and presentable, shall keep the mechanical and electrical systems and all
drains clean and in a good state of repair, shall protect the sprinkler system and all pipes and
drains so that they will not freeze or become clogged and shall not permit or suffer any waste,
damages, or disfigurement to or upon the Premises or any part thereof. Lessee shall also be
responsible for maintenance and repair of the underdock sprinkler system. 
7.1.2  Lessee shall also keep the Premises and entryways neat, clean and in
sanitary condition, free from infestation of pests and conditions which might result in harborage
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for, or infestation of pests. As used in this Section, the word "pests," as used herein, shall
include without limitation, rodents, insects, and birds in numbers to the extent that a nuisance is
created. Lessee shall also specifically remove all snow and ice from the sideway in front of the
Premises.
7.2  Maintenance and Repair by Port. The Port is under no obligation to undertake
any maintenance or repairs to the Premises and will only do so upon Lessee's request, and
agreement, to fully reimburse the Port. There shall be no abatement or reduction of Rent related
to the condition of the Premises nor in the event Lessee undertakes any maintenance or repair.
In the event the Port makes any repair or performs any maintenance at the Premises in response
to Lessee's request, the Port shall not be responsible for any loss or damage to Lessee's
business operation, arising by reason of the Port making said repair or performing said
maintenance.
SECTION 8: TAXES
8.1  Payment of Taxes. Lessee shall be liable for, and shall pay throughout the term of
this Lease, all license fees and all taxes payable for, or on account of, the activities conducted
on the Premises and all taxes on the property of Lessee on the Premises and any taxes on the
Premises and/or on the leasehold interest created by this Lease and/or any taxes levied in lieu of
a tax on said leasehold interest and/or any taxes levied on, or measured by, the rentals payable
hereunder, whether imposed on Lessee or on the Port. With respect to any such taxes payable
by the Port which are on or measured by the Rent payments hereunder, Lessee shall pay to the
Port with each Rent payment an amount equal to the tax on, or measured by, that particular
payment. All other tax amounts for which the Port is or will be entitled to reimbursement from
Lessee shall be payable by Lessee to the Port at least fifteen (15) days prior to the due dates of
the respective tax amounts involved; provided, that Lessee shall be entitled to a minimum of
ten (10) days' written notice of the amounts payable by it.
8.2  Personal Property Taxes. Lessee shall pay or cause to be paid, prior to
delinquency, any and all taxes and assessments levied upon all trade fixtures, inventories and
other real or personal property placed or installed in and upon the Premises by Lessee. If any
such taxes on Lessee's personal property or trade fixtures are levied against the Port or the
Port's property, and if the Port pays the taxes based upon such increased assessment, Lessee
shall, upon demand, repay to the Port the taxes so levied.
SECTION 9: COMMON AREAS
9.1  Control of Common Areas by Port. The Port shall at all time have the exclusive
control and management of all parking areas, access roads, driveways, sidewalks, entrances,
exits, loading docks, signs, drainage facilities, landscaped areas, washrooms, stairways,
hallways and other areas, improvements, facilities and/or special services provided by the Port
for the general use, in common, of tenants of any larger property of which the Premises are a
part ("common areas and facilities"). Without limiting the Port's right of control and
management, the Port specifically reserves the right to: (i) establish, modify from time to time,
and enforce reasonable rules and regulations governing the use of the common areas and
facilities; (ii) police the common areas and facilities; (iii) change the area, level, location and
arrangement of parking and other areas or facilities within common areas and facilities; (iv)
provided Lessee is not deprived of reasonable access to its Premises, close all or any portion of
the common areas and facilities; and (v) do and perform such other acts in and to the common
areas and facilities as, in the use of good business judgment, the Port shall determine to be
advisable with a view to the improvement of the convenience and use thereof by the Port and
tenants of any larger property of which the Premises are a part.
9.2  License. All common areas and facilities which Lessee is permitted to use and
occupy are used and occupied under a revocable license. If the amount of such areas or
facilities is revised or diminished, such revision or diminution shall not be deemed a
constructive or actual eviction, and the Port shall not be subject to any liability, nor shall Lessee
be entitled to any compensation or reduction or abatement of Rent.
SECTION 10: INSURANCE AND INDEMNITY
10.1 Indemnity.
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10.1.1 The Port, its officers, employees and agents shall not be liable for any
injury (including death) to any persons or for damage to any property regardless of how such
injury or damage be caused, sustained or alleged to have been sustained by Lessee or by others,
including but not limited to all persons directly or indirectly employed by Lessee, or any agents,
contractors, subcontractors, licensees or invitees of Lessee, as a result of any condition
(including existing or future defects in the Premises) or occurrence (including failure or
interruption of utility service) whatsoever related in any way to Lessee's use or occupancy of the
Premises and of areas adjacent thereto.
10.1.2 Lessee shall defend (with counsel approved by the Port), fully indemnify,
and hold entirely free and harmless the Port and its Commissioners, officers, agents and
employees from any and all loss, damages, expenses, attorneys' fees, consultants' fees, court
costs and other costs for or from: (a) anything and everything whatsoever arising from the
condition the Premises or out of the occupancy by the Lessee or subtenant, licensee, invitee or
concessionaire of Lessee; and (b) any accident, injury, death or damage to any party however
caused in or about the Premises or upon the sidewalks adjacent to the Premises, whether or not
caused by the negligence of Lessee or any third party; and (c) any fault or negligence by Lessee
or any sublessee, licensee, invitee or concessionaire of the Lessee or of any officer, agent,
employee, guest or invitee of any such person; and (d) any failure on Lessee's part to comply
with any of the covenants, terms and conditions contained in this Lease; provided, however,
nothing herein shall require Lessee to indemnify the Port from any accident, injury, death or
damage arising out of the sole negligence of the Port or its Commissioners, officers, agents and
employees. Lessee agrees that the foregoing indemnity specifically covers actions brought by its
own employees, and thus Lessee expressly waives its immunity under industrial insurance, Title
51, as necessary to effectuate this indemnity.
10.1.3 Notwithstanding anything to the contrary in Section 10.1.2, in the event of
the concurrent negligence of Lessee, its subtenants, licensees, assignees, concessionaires, agents,
employees, or contractors on the one hand and the negligence of the Port, its agents, employees
or contractors on the other hand, which concurrent negligence results in injury or damage to
persons or property of any nature and howsoever caused, and relates to the construction,
alteration, repair, addition to, subtraction from, improvement to or maintenance of the Premises
such that RCW 4.24.115 is applicable, Lessee's obligation to indemnity the Port as set forth in
this Section shall be limited to the extent of Lessee's negligence and that of Lessee's officers,
sublessees, assignees, agents, employees, contractors or licensees, including Lessee's
proportional share of costs, court costs, attorneys' fees, consultants' fees and expenses incurred
in connection with any claim, action or proceeding brought with respect to such injury or
damage.
10.1.4 LESSEE AND PORT AGREE AND ACKNOWLEDGE THAT THIS
PROVISION IS THE PRODUCT OF MUTUAL NEGOTIATION. Lessee's obligations under
this Section shall survive the expiration or earlier termination of this Lease.
10.2 Insurance.
10.2.1 Required Policies. Lessee shall obtain and keep in force, at its sole cost
and expense the following types of insurance, in the amounts specified and in the form
hereinafter provided for:
10.2.1.1     General Liability Insurance. Lessee shall obtain and keep
in force a commercial general liability policy of insurance, written on ISO Form CG 00 01 10 01
(or equivalent), that protects Lessee and the Port, as an additional insured using ISO Form 20 26
(either 11 85 or 07 04 revision) or equivalent, against claims for bodily injury, personal injury
and property damage based upon, involving or arising out of the tenancy, use, occupancy or
maintenance of the Premises and all areas appurtenant thereto, and specifically including the
action/inaction of any subtenant, licensee or concessionaire. Such insurance shall be on an
occurrence basis providing single limit coverage in an amount not less than five million dollars
($5,000,000) per occurrence. The policy shall not contain any intra-insured exclusions as
between insured persons or organizations. The policy shall contain a minimum $250,000 sublimit
that covers damage to premises rented or leased to Lessee, including fire damage. This
limit shall be identified on the Certificate of Insurance.

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10.2.1.2     Automobile Liability Insurance. Lessee shall obtain and
keep in force a commercial automobile liability policy of insurance, written on ISO Form CA 00
01 07 97 (or equivalent), that protects Lessee and the Port against claims for bodily injury and
property damage based upon, involving or arising out of motor vehicle operations on or about the
Premises and all areas appurtenant thereto. Lessee shall provide a Waiver of Subrogation on this
policy in favor of the Port. Such insurance shall cover any "Auto" (i.e. owned, hired and nonowned
) and shall be on an occurrence basis providing single limit coverage in an amount not less
than five million dollars ($5,000,000) per occurrence. The policy shall not contain any intrainsured
exclusions as between insured persons or organizations.
10.2.1.3     Property Insurance. Lessee shall obtain and keep in force
"Special Extended" or "all risk" property insurance insuring loss or damage to Lessee's personal
property on or about the Premises and any Alterations (specifically including "betterments" and
"improvements") made by or for Lessee to the Premises. The policy shall include coverage for
any additional costs resulting from debris removal and reasonable amounts of coverage for the
enforcement of any ordinance or law regulating the reconstruction or replacement of the
Premises including any undamaged sections of the Premises required to be demolished or
removed by reason of the enforcement of any Legal Requirement as the result of a covered cause
of loss. The amount of such insurance shall be equal to the full replacement cost of the Premises
(or the commercially reasonable and available insurable value thereof if, by reason of the unique
nature or age of the improvements involved, such latter amount is less than full replacement
cost). The policy shall also contain an agreed valuation provision in lieu of any coinsurance
clause. The Port of Seattle shall be included as an Additional Insured and Loss Payee on
Lessee's property insurance policy with respect to the Port's interest in Alterations.
10.2.1.4      Protection and Indemnity Liability Insurance. Lessee shall
obtain and keep in force Protection and Indemnity liability insurance, written on a form
acceptable to the Port, protecting Lessee and the Port, as an Additional Assured, against claims
involving or arising out of operations in which owned or non-owned vessels, boats, work skiffs,
or floating platforms, are used on or about the Premises. Such insurance shall be on an
occurrence basis providing single limit coverage in an amount not less than five million dollars
($5,000,000) per occurrence. The policy shall not contain any intra-insured exclusions as
between insured persons or organizations.
10.2.1.5     Other Insurance. Lessee shall further obtain and keep in
force such other and further insurance as the Port may from time to time reasonably request for
the protection by insurance of its interest in the Premises.
The limits of insurance specified in this Section shall be subject to periodic adjustment to reflect
changes in insuring practices for similar properties in the same geographic area and changes in
insurance products.
10.2.2 Insurance Policies.
10.2.2.1     Insurance Companies. Insurance required hereunder shall
be in companies duly licensed to transact business in the State of Washington, and maintaining
during the policy term a General Policyholders Rating of 'A-' or better and a financial rating of
'IX' or better, as set forth in the most current issue of "Best's Insurance Guide."
10.2.2.2     Policies Primary; Deductibles; Per Location Endorsement.
All insurance to be carried by Lessee shall be primary to and not contributory with any similar
insurance carried by the Port, whose insurance shall be considered excess insurance only. No
insurance required herein shall contain a deductible or self-insured retention in excess of $10,000
without the prior written consent of the Port. If at any time during the term, Lessee shall have in
full force and effect a blanket policy of commercial general liability and umbrella liability
insurance covering the Premises and other premises and/or properties of Lessee, such insurance
shall satisfy the requirements hereof, provided said policy contains a specific endorsement
providing a minimum amount of coverage applicable to the Premises equal to or greater than the
amount required above (i.e. a "per location" endorsement).
10.2.2.3     Termination; Renewal. No policy of insurance required
under this Lease shall be cancelable or subject to non-renewal or modification except after forty
five (45) days prior written notice to the Port. Lessee shall at least forty five (45) days prior to
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the expiration of such policies, furnish the Port with evidence of renewals or "insurance binders"
evidencing renewal thereof, or the Port may order such insurance and charge the cost thereof to
Lessee, which amount shall be payable by Lessee to the Port upon demand.
10.2.2.4     Evidence of Insurance. Lessee shall deliver, or cause to be
delivered, to the Port, certificates of insurance, additional insured endorsements, loss payee
endorsements for property insurance, waivers of subrogation and any other documentation or
endorsement that provides evidence of the existence and amounts of such insurance, the
inclusion of the Port as an insured as required by this Lease, and the amounts of all deductibles
and/or self insured retentions. Upon request by the Port, Lessee shall deliver or cause to be
delivered to the Port, certified copies of the policies of insurance that Lessee has purchased in
order for the Port to verify insurance coverage, limits, and endorsements or view any exclusions
to the Lessee's insurance policies.
10.2.2.5     No Limitation of Liability. The limits of insurance required
by this Lease or as carried by Lessee shall not limit the liability of Lessee nor relieve Lessee of
any obligation hereunder.
10.3 Waiver of Subrogation. Without affecting any other rights or remedies, Lessee
(for itself and on behalf of anyone claiming through or under it by way of subrogation or
otherwise) hereby waives any rights it may have against the Port, its officers, agents and
employees (whether in contract or in tort) on account of any loss or damage occasioned to
Lessee arising out of or incident to the perils required to be insured against under this Lease.
Accordingly, Lessee shall cause each insurance policy required by this Section 10.2 to further
contain a waiver of subrogation clause. The effect of such release and waiver of the right to
recover damages shall not be limited by the amount of insurance carried or required, or by any
deductibles applicable thereto.
10.4 Increase in Port's Cost of Insurance. Lessee shall not use the Premises in such a
manner as to increase the existing rates of insurance applicable to the buildings or structures of
which the Premises are a part. If it nevertheless does so, then, at the option of the Port, the full
amount of any resulting increase in premiums paid by the Port with respect to the buildings or
structures of which the Premises are a part, and to the extent allocable to the term of this Lease,
may be added to the amount of Rent and shall be paid by Lessee to the Port upon the monthly
rental day next thereafter occurring.
SECTION 11: DAMAGE OR DESTRUCTION
11.1 Duty to Repair. If the Premises or any buildings or structures of which the
Premises are a part are damaged by fire, the elements, earthquake, accident or other casualty
(collectively, "Casualty"), the Port shall, except to the extent either party has the right to
terminate this Lease under Section 11.2, use reasonable efforts to repair and restore the
Premises and/or the buildings or structures of which the Premises are a part to substantially their
former condition to the extent permitted by then-applicable Legal Requirements; provided,
however, the Port's obligation to repair and restore shall not extend to any Alterations or any of
Lessee's personal property, specifically including that which Lessee retains ownership of under
Section 6.3.
11.2 Right to Terminate. The Port may elect to terminate this Lease in the event that
the Port, in its sole judgment, concludes that the damage to the Premises or any buildings or
structures of which the Premises are a part cannot be repaired within thirty (30) days of the
Casualty (with the repair work and the preparations therefor to be done during regular working
hours on regular work days). In the event that the Port elects to terminate this Lease, the Port
shall advise Lessee of that fact within thirty (30) days of the date of the Casualty and notify
Lessee of the date, not more than ninety (90) days after the Casualty, on which the Lease will
terminate.
11.3 Abatement of Rent. Unless the casualty result s from Lessee's negligence or
breach of the terms of this Lease, the Base Rent and Additional Rent, if any, shall be abated for
any portion of the Premises that is rendered untenantable or inaccessible from the period from
the date of the Casualty through the date of substantial completion of the repairs to the Premises
(or to the date of termination of the Lease if either party shall elect to terminate the Lease). The
Port shall not otherwise be liable to Lessee for any loss in the use in the whole or any part of the
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Premises (including loss of business) and/or any inconvenience or annoyance occasioned by the
Casualty, by any damage resulting from the Casualty, or by any repair, reconstruction or
restoration.
11.4 Waiver. Except as specifically set forth in this Lease, Lessee hereby waives any
right that Lessee may have, under any applicable existing or future law, to terminate this Lease
in the event of any damage to, or destruction of, the Premises or any buildings or structures of
which the Premises are a part.
SECTION 12: ASSIGNMENT AND SUBLEASE
12.1 Prohibition. Lessee shall not, in whole or in part, assign, sublet, license or permit
occupancy by any party other than Lessee of all or any part of the Premises, without the prior
written consent of the Port in each instance. Lessee shall at the time the Lessee requests the
consent of the Port, deliver to the Port such information in writing as the Port may reasonably
require respecting the proposed assignee, subtenant or licensee including, without limitation, the
name, address, nature of business, ownership, financial responsibility and standing of such
proposed assignee, subtenant or licensee. Within twenty (20) business days after receipt of all
required information, the Port shall, in its sole discretion, elect one of the following: (a) to
consent to such proposed assignment, sublease or license or (b) to refuse such consent.
12.1.1 As a condition for the Port's consent to any assignment, encumbrance or
sublease, the Port may require that the assignee, sublessee or licensee remit directly to the Port
on a monthly basis, all monies due to Lessee by said assignee, sublessee or licensee (except with
respect to excess rentals otherwise due Lessee pursuant to Section 12.2). In addition, a condition
to the Port's consent to any assignment, sublease or license of this Lease or the Premises shall be
the delivery to the Port of a true copy of the fully executed instrument of assignment, sublease or
license and an agreement executed by the assignee, sublessee or licensee in form and substance
satisfactory to the Port and expressly enforceable by the Port, whereby the assignee, sublessee or
licensee assumes and agrees to be bound by the terms and provisions of this Lease and perform
all the obligations of Lessee hereunder.
12.1.2 In the event of any assignment, Lessee and each respective assignor,
waives notice of default by the tenant in possession in the payment and performance of the Rent,
covenants and conditions of this Lease and consents that the Port may in each and every instance
deal with the tenant in possession, grant extensions of time, waive performance of any of the
terms, covenants and conditions of this Lease and modify the same, and in general deal with the
tenant then in possession without notice to or consent of any assignor, including Lessee; and any
and all extensions of time, indulgences, dealings, modifications or waivers shall be deemed to be
made with the consent of Lessee and of each respective assignor.
12.1.3 Lessee agrees that any sublease or license will contain a provision in
substance that if there be any termination whatsoever of this Lease then the subtenant or licensee,
at the request of the Port, will attorn to the Port and the sublessee or licensee, if the Port so
requests, shall continue in effect with the Port, but the Port shall be bound to the subtenant or
licensee in such circumstances only by privity of estate. Nothing herein shall be deemed to
require the Port to accept such attornment.
12.1.4 No assignment, subletting or license by Lessee shall relieve Lessee of any
obligation under this Lease, including Lessee's obligation to pay Rent or any other sum
hereunder. Any purported assignment, subletting or license contrary to the provisions hereof
without consent shall be void. The consent by the Port to any assignment or subletting shall not
constitute a waiver of the necessity for such consent to any subsequent assignment or subletting.
12.1.5 Lessee shall reimburse the Port in the sum of Five Hundred Dollars
($500.00) plus any reasonable professionals' fees and expenses incurred by the Port in
connection with any request by Lessee for consent to an assignment, subletting or license.
12.2 Excess Rental. If in connection with any assignment, sublease or license, Lessee
receives rent or other monetary consideration, either initially or over the term of the assignment
or sublease, in excess of the Rent called for hereunder, or in case of the sublease of a portion of
the Premises, in excess of such Rent fairly allocable to such portion, after appropriate
adjustments to assure that all other payments called for hereunder and out-of-pocket
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expenditures, operating costs or concessions incurred by Lessee in connection with such
assignment, sublease or license, are appropriately taken into account, Lessee shall pay to the
Port, as Additional Rent hereunder, seventy-five percent (75%) of the excess of each such
payment of rent or other consideration received by Lessee after its receipt.
12.3 Scope. The prohibition against assigning or subletting contained in this Section
13 shall be construed to include a prohibition against any assignment or subletting by operation
of law. Furthermore, for purposes of this Section 13, any sale, transfer or other disposition in
the aggregate of fifty percent (50%) or more of the equity ownership in Lessee (i.e. stock with
respect to tenant corporation, partnership interests with respect to a tenant partnership, etc.)
shall be deemed an assignment. If this Lease be assigned, or if the underlying beneficial interest
of Lessee is transferred, or if the Premises or any part thereof be sublet or occupied by anybody
other than Lessee, the Port may collect Rent from the assignee, subtenant or occupant and apply
the net amount collected to the Rent herein reserved and apportion any excess Rent so collected
in accordance with the terms of Section 12.2, but no such assignment, subletting, occupancy or
collection shall be deemed a waiver of this covenant, or the acceptance of the assignee,
subtenant or occupant as tenant, or a release of Lessee from the further performance by Lessee
of covenants on the part of Lessee herein contained. No assignment or subletting shall affect
the continuing primary liability of Lessee (which, following assignment, shall be joint and
several with the assignee), and Lessee shall not be released from performing any of the terms,
covenants and conditions of this Lease.
SECTION 13: DEFAULT
13.1 Defaults. Time is of the essence of this Lease. The occurrence of any one or
more of the following events constitutes a default of this Lease by Lessee with or without notice
from the Port:
13.1.1 The vacating or abandonment of the Premises by Lessee.
13.1.2 The failure by Lessee to make any payment of Rent, or any other payment
required by this Lease, when due.
13.1.3 The failure by Lessee to observe or perform any covenant, condition, or
agreement to be observed or performed by Lessee in this Lease.
13.1.4 The discovery by the Port that any required report, financial statement or
background statement provided to the Port by Lessee, any successor, grantee, or assign was
materially false.
13.1.5 The filing by Lessee of a petition in bankruptcy, Lessee being adjudged
bankrupt or insolvent by any court, a receiver of the property of Lessee being appointed in any
proceeding brought by or against Lessee, Lessee making an assignment for the benefit of
creditors, or any proceeding being commenced to foreclose any mortgage or other lien on
Lessee's interest in the Premises or on any personal property kept or maintained on the Premises
by Lessee.
13.2 Remedies.
13.2.1 Whenever any default (other than a default under Section 13.1.5 above,
upon which termination of this Lease shall, at the Port's option, be effective immediately without
further notice) continues unremedied in whole or in part for thirty (30) days after written notice
is provided by the Port to Lessee (or for ten (10) days after written notice in the case of default
for failure to pay any Rent, or other required payment when due), this Lease and all of Lessee's
rights under it will automatically terminate if the written notice of default so provides. Upon
termination, the Port may reenter the Premises using such force as may be necessary and remove
all persons and property from the Premises. The Port will be entitled to recover from Lessee all
unpaid Rent or other payments and damages incurred because of Lessee's default including, but
not limited to, the costs of re-letting, including tenant improvements, necessary renovations or
repairs, advertising, leasing commissions, and attorney's fees and costs ("Termination
Damages"), together with interest on all Termination Damages at the Default Rates from the date
such Termination Damages are incurred by the Port until paid.

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13.2.2 In addition to Termination Damages, and notwithstanding termination and
reentry, Lessee's liability for all Rent or other charges which, but for termination of the Lease,
would have become due over the remainder of the Lease term ("Future Charges") will not be
extinguished and Lessee agrees that the Port will be entitled, upon termination for default, to
collect as additional damages, a Rental Deficiency. "Rental Deficiency" means, at the Port's
election, either:
13.2.2.1     An amount equal to Future Charges, less the amount of
actual rent, if any, which the Port receives during the remainder of the Lease term from others to
whom the Premises may be rented, in which case such Rental Deficiency will be computed and
payable at the Port's option either:
13.2.2.1.1 In an accelerated lump-sum payment; or
13.2.2.1.2 In monthly installments, in advance, on the first day of
each calendar month following termination of the Lease and continuing until the date on which
the Lease term would have expired but for such termination, and any suit or action brought to
collect any portion of Rental Deficiency attributable to any particular month or months, shall not
in any manner prejudice the Port's right to collect any portion of Rental Deficiency by a similar
proceeding; or
13.2.2.2     An amount equal to Future Charges less the aggregate fair
rental value of the Premises over the remaining Lease term, reduced to present worth. In this
case, the Rental Deficiency must be paid to the Port in one lump sum, on demand, and will bear
interest at the Default Rate until paid. For purposes of this subparagraph, "present worth" is
computed by applying a discount rate equal to one percentage point above the discount rate then
in effect at the Federal Reserve Bank in, or closest to, Seattle, Washington.
13.2.3 If this Lease is terminated for default as provided in this Lease, the Port
shall use reasonable efforts to re-let the Premises in whole or in part, alone or together with other
premises, for such term or terms (which may be greater or less than the period which otherwise
would have constituted the balance of the Lease term), for such use or uses and, otherwise on
such terms and conditions as the Port, in its sole discretion, may determine, but the Port will not
be liable for, nor will Lessee's obligations under this Lease be diminished by reason for any
failure by the Port to re-let the Premises or any failures by the Port to collect any rent due upon
such re-letting.
13.2.4 In addition to the rights granted by Section 6.3, if upon any reentry
permitted under this Lease, there remains any personal property upon the Premises, the Port, in
its sole discretion, may remove and store the personal property for the account and at the expense
of Lessee. In the event the Port chooses to remove and store such property, it shall take
reasonable steps to notify Lessee of the Port's action. All risks associated with removal and
storage shall be on Lessee. Lessee shall reimburse the Port for all expenses incurred in
connection with removal and storage as a condition to regaining possession of the personal
property. The Port has the right to sell any property which has been stored for a period of 30
days or more, unless Lessee has tendered reimbursement to the Port for all expenses incurred in
removal and storage. The proceeds of sale will be applied first to the costs of sale (including
reasonable attorney's fees), second to the payment of storage charges, and third to the payment
of any other amounts which may then be due and owing from Lessee to the Port. The balance of
sale proceeds, if any, will then be paid to Lessee.
13.3 Remedies Cumulative. All rights, options and remedies of the Port contained in
this Lease shall be construed and held to be distinct, separate and cumulative, and no one of
them shall be exclusive of the other, and the Port shall have the right to pursue any one or all of
such remedies or any other remedy or relief which may be provided by law or in equity,
whether or not stated in this Lease.
SECTION 14: ACCESS; EASEMENTS
14.1 Access to Premises. The Port shall have the right to show the Premises at all
reasonable times during business hours of Lessee to any prospective purchasers, tenants or
mortgagees of the same, and may at any time enter upon the Premises, or any part thereof, for
the purpose of ascertaining the condition of the Premises or whether Lessee is observing and
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performing the obligations assumed by it under this Lease, all without hindrance or molestation
from the Lessee. The Port shall also have the right to enter upon the Premises for the purpose of
making any necessary repairs and performing any work that may be necessary by reason of
Lessee's failure to make any such repairs or perform any such work. The above-mentioned
rights of entry shall be exercisable upon request made on reasonable advance notice to Lessee
(except that no notice shall be required in the event of an emergency) or an authorized employee
of Lessee at the Premises, which notice may be given orally.
14.2 Easements.
14.2.1 The Parties recognize that the Port facilities are continuously being
modified to improve the utilities, services and premises used and provided by the Port. The Port
and its authorized utility service providers are hereby granted a continuous easement or
easements that the Port believes is necessary within the Premises of Lessee, without any
additional cost to the Port for the purposes expressed hereinabove. The Port, its authorized
utility service provider, and their respective agents, shall have the right to enter the Premises of
Lessee, and to cross over, construct, move, reconstruct, rearrange, alter, maintain, repair and
operate the sewer, water, and drainage lines, the electrical service, the roadways (specifically
including routes of ingress and egress) and all other services and facilities required by the Port
for its own use. Provided, however, that the Port by virtue of such use, does not substantially
deprive Lessee from its beneficial use or occupancy of its leased area for an unreasonable period
of time, not to exceed thirty (30) working days, without consent of Lessee.
14.2.2 In the event that the Port permanently deprives Lessee from such
beneficial use or occupancy, then an equitable adjustment in Rent, or in the cost required to
modify its Premises to allow the Lessee to operate its business, will be negotiated and paid by the
Port to Lessee. In the event that such entry by the Port is temporary in nature, then the Port shall
reimburse Lessee for the cost required to modify its Premises for the temporary period that
Lessee is inconvenienced by such Port entry. The Port will not be responsible to Lessee for any
reduced efficiency or loss of business occasioned by such entry.
SECTION 15: NONWAIVER; RIGHT TO PERFORM
15.1 Receipt of Monies Following Termination. No receipt of monies by the Port from
Lessee after the termination or cancellation of this Lease in any lawful manner shall
(i) reinstate, continue or extend the term of this Lease; (ii) affect any notice theretofore given to
Lessee; (iii) operate as a waiver of the rights of the Port to enforce the payment of any Rent and
fees then due or thereafter falling due; or (iv) operate as a waiver of the right of the Port to
recover possession of the Premises by proper suit, action, proceeding or remedy; it being agreed
that after the service of notice to terminate or cancel this Lease, or after the commencement of
suit, action or summary proceedings, or any other remedy, or after a final order or judgment for
the possession of the Premises, the Port may demand, receive and collect any monies due, or
thereafter falling due, without in any manner affecting such notice, proceeding, suit, action or
judgment; and any and all such monies collected shall be deemed to be payments on account of
the use and occupation and/or Lessee's liability hereunder.
15.2 No Waiver of Breach. The failure of the Port to insist in any one or more
instances, upon a strict performance of any of the covenants of this Lease, or to exercise any
option herein contained, shall not be construed as a waiver of or relinquishment for the future of
the performance of such covenant, or the right to exercise such option, but the same shall
continue and remain in full force and effect. The receipt by the Port of the Rent or fees, with
knowledge of the breach of any covenant hereof, shall not be deemed a waiver of such breach,
and no waiver by the Port of any provision hereof shall be deemed to have been made unless
expressed in writing and signed by the Port. The consent or approval of the Port to or of any act
by Lessee requiring the Port's consent or approval shall not be deemed to waive or render
unnecessary the Port's consent or approval to or of any subsequent similar acts by Lessee.
15.3 No Waiver of Rent. The receipt by the Port of any installment of Rent or of any
amount shall not be a waiver of any Rent or other amount then due.
15.4 Application of Payments. The Port shall have the right to apply any payments
made by Lessee to the satisfaction of any debt or obligation of Lessee to the Port, in the Port's
sole discretion and regardless of the instructions of Lessee as to application of any such sum,
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whether such instructions be endorsed upon Lessee's check or otherwise, unless otherwise
agreed upon by both parties in writing. The acceptance by the Port of a check or checks drawn
by others than Lessee shall in no way affect Lessee's liability hereunder nor shall it be deemed
an approval of any assignment of this Lease or subletting by Lessee.
15.5 Port's Right to Perform. Upon Lessee's failure to pe rform any obligation or make
any payment required of Lessee hereunder, the Port shall have the right (but not the obligation)
to perform such obligation of Lessee on behalf of Lessee and/or to make payment on behalf of
Lessee to such parties. Lessee shall reimburse the Port the reasonable cost of the Port's
performing such obligation on Lessee's behalf, including reimbursement of any amounts that
may be expended by the Port, plus interest at the Default Rate.
SECTION 16: SURRENDER AND HOLDING OVER
16.1 Surrender. At the expiration or sooner termination of this Lease, Lessee shall
promptly: (i) surrender possession of the Premises to the Port in the same condition in which
received, subject to the requirements in Sections 1.1 and 1.3 herein, (or, if altered, then the
Premises shall be returned in such altered condition unless otherwise directed), reasonable wear
and tear excepted, and (ii) deliver to the Port all keys that it may have to any and all parts of the
Premises. If the Premises are not surrendered as provided in this Section, Lessee shall
indemnify and hold the Port harmless against loss or liability resulting from the delay by Lessee
in so surrendering the Premises, including, without limitation, any claims made by any
succeeding occupant founded on such delay.
16.2 Removal of Wires. Within ten (10) days following the expiration or earlier
termination of this Lease, the Port may elect by written notice to Lessee to either:
16.2.1 Retain, without necessity of payment, any or all wiring, cables, conduit,
risers and similar installations installed by Lessee ("Wiring") in either the Premises or any larger
property (including buildings or structures) of which the Premises are a part. In the event that
the Port elects to retain the wiring, Lessee covenants that: (i) it is the sole owner of the assets
transferred or passing to the Port, (ii) it shall have right to surrender the assets transferred or
passing to the Port, (iii) the Wiring transferred or passing to the Port are free from all liens and
encumbrances, (iv) the Wiring transferred or passing to the Port is in good condition, working
order, in safe condition and comply with the requirements of this Agreement, and (v) that all
wiring or cables included within the Wiring transferred or passing to the Port is properly labeled
at each end, in each telecommunications/electrical closet and junction box, and otherwise as may
be required by Port regulations. OR
16.2.2 Remove, or required Lessee to remove, all such Wiring and restore the
Premises and any larger property of which the Premises are a part to their condition existing
prior to the installation of the Wiring, all at Lessee's sole cost and expense.
This Section shall survive the expiration or earlier termination of this Lease.
16.3 Holding Over. If Lessee, with the consent of the Port, holds over after the
expiration or sooner termination of this Lease, the resulting tenancy will, unless otherwise
mutually agreed, be for an indefinite period of time on a month-to-month basis. During such
month-to-month tenancy, Lessee shall pay to the Port, at the Port's sole discretion, the same
rental rate that was in effect immediately prior to the month-to-month tenancy times 150%.
Lessee will continue to be bound by all of the additional provisions of this Lease insofar as they
may be pertinent.
16.4 For Rent Signs. The Port shall have the right to place and maintain "For Rent"
signs in conspicuous places on the Premises for ninety (90) days prior to the expiration or
sooner termination of this Lease.
SECTION 17: ENVIRONMENTAL STANDARDS
17.1 Definitions. "Law or Regulation" as used herein shall mean any environmentally
related local, state or federal law, regulation, ordinance or order (including without limitation
any final order of any court of competent jurisdiction), now or hereafter in effect. "Hazardous

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Substances" as used herein shall mean any substance or material defined or designated as a
hazardous waste, toxic substance, or other pollutant or contaminant, by any Law or Regulation.
17.2 Hazardous Substances. Lessee shall not allow the presence in or about the
Premises of any Hazardous Substance in any manner that could be a detriment to the Premises
or in violation of any Law or Regulation. Lessee shall not allow any Hazardous Substances to
migrate off the Premises, or the release of any Hazardous Substances into adjacent surface
waters, soils, underground waters or air. Lessee shall provide the Port with Lessee's USEPA
Waste Generator Number, and with copies of all Material Safety Data Sheets (MSDS),
Generator Annual Dangerous Waste Reports, environmentally related regulatory permits or
approvals (including revisions or renewals) and any correspondence Lessee receives from, or
provides to, any governmental unit or agency in connection with Lessee's handling of
Hazardous Substances or the presence, or possible presence, of any Hazardous Substance on the
Premises.
17.3 Violation of Environmental Law. If Lessee, or the Premises, is in violation of any
Law or Regulation concerning the presence or use of Hazardous Substances or the handling or
storing of hazardous wastes, Lessee shall promptly take such action as is necessary to mitigate
and correct the violation. If Lessee does not act in a prudent and prompt manner, the Port
reserves the right, but not the obligation, to come onto the Premises, to act in place of the
Lessee (Lessee hereby appoints the Port as its agent for such purposes) and to take such action
as the Port deems necessary to ensure compliance or to mitigate the violation. If the Port has a
reasonable belief that Lessee is in violation of any Law or Regulation, or that Lessee's actions
or inactions present a threat of violation or a threat of damage to the Premises, the Port reserves
the right to enter onto the Premises and take such corrective or mitigating action as the Port
deems necessary. All costs and expenses incurred by the Port in connection with any such
actions shall become immediately due and payable by Lessee upon presentation of an invoice
therefor.
17.4 Inspection; Test Results. The Port shall have access to the Premises to conduct an
annual environmental inspection. In addition, Lessee shall permit the Port access to the
Premises at any time upon reasonable notice for the purpose of conducting environmental
testing at the Port's expense. Lessee shall not conduct or permit others to conduct
environmental testing on the Premises without first obtaining the Port's written consent. Lessee
shall promptly inform the Port of the existence of any environmental study, evaluation,
investigation or results of any environmental testing conducted on the Premises whenever the
same becomes known to Lessee, and Lessee shall provide copies to the Port.
17.5 Removal of Hazardous Substances. Prior to vacation of the Premises, in addition
to all other requirements under this Lease, Lessee shall remove any Hazardous Substances
placed on the Premises during the term of this Lease or Lessee's possession of the Premises,
and shall demonstrate such removal to the Port's satisfaction. This removal and demonstration
shall be a condition precedent to the Port's payment of any Security to Lessee upon termination
or expiration of this Lease.
17.6 Remedies Not Exclusive. No remedy provided herein shall be deemed exclusive.
In addition to any remedy provided above, the Port shall be entitled to full reimbursement from
Lessee whenever the Port incurs any costs resulting from Lessee's use or management of
Hazardous Substances on the Premises, including but not limited to, costs of clean-up or other
remedial activities, fines or penalties assessed directly against the Port, injuries to third persons
or other properties, and loss of revenues resulting from an inability to re-lease or market the
property due to its environmental condition (even if such loss of revenue occurs after the
expiration or earlier termination of this Lease).
17.7 Environmental Indemnity. In addition to all other indemnities provided in this
Lease, Lessee agrees to defend, indemnify and hold the Port free and harmless from any and all
claims, causes of action, regulatory demands, liabilities, fines, penalties, losses, and expenses,
including without limitation cleanup or other remedial costs (and including attorneys' fees,
costs and all other reasonable litigation expenses when incurred and whether incurred in defense
of actual litigation or in reasonable anticipation of litigation), arising from the existence or
discovery of any Hazardous Substance on the Premises, or the migration of any Hazardous
Substance from the Premises to other properties or into the surrounding environment, whether
(1) made, commenced or incurred during the term of this Lease, or (2) made, commenced or
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incurred after the expiration or termination of this Lease if arising out of events occurring
during the term of this Lease.
SECTION 18: MISCELLANEOUS
18.1 Notice. All notices hereunder shall be in writing and shall be delivered
personally, by certified or registered mail, by facsimile or by recognized overnight courier
addressed as follows:
To Lessor:
Port of Seattle
Attention: Seaport Real Estate
P. O. Box 1209
2711 Alaskan Way
Seattle, WA 98111
Facsimile: (206) 728-3280
For payments only, the following mailing address should be used:
Port of Seattle
P. O. Box 34249
Seattle, WA 98124-1249
To Lessee:
Washington State Department of Transportation
Attn: __________________________________________
_______________________________________________
_______________________________________________
Facsimile: (206) _______________
E-mail: ________________________________________
or to such other respective addresses as either party hereto may hereafter from time to time
designate in writing. Notices shall be deemed delivered (i) when personally delivered; (ii) on the
third day after mailing when sent by certified or registered mail and the postmark affixed by the
United States Postal Service shall be conclusive evidence of the date of mailing; (iii) on the date
transmitted by facsimile, if the facsimile is confirmed received; or (iv) on the first business day
after deposit with a recognized overnight courier if deposited in time to permit overnight delivery
by such courier as determined by its posted cutoff times for receipt of items for overnight
delivery to the recipient.
Payments may be made in the manner provided for notice or may be delivered by regular mail
(postage prepaid); provided, payments made by regular mail (postage prepaid) shall be deemed
delivered when actually received by the Port.
18.2 Brokers. The Port and Lessee each warrant to the other that it has had no
discussions, negotiations and/or other dealings with any real estate broker or agent in
connection with the negotiation of this Lease, and that it knows of no other real estate broker or
agent who is or may be entitled to any commission or finder's fee in connection with this Lease.
The Port and Lessee each agree to indemnify and hold the other harmless from and against any
and all claims, demands, losses, liabilities, lawsuits, judgments, costs and expenses (including
without limitation, attorneys' fees and costs) with respect to any leasing commission or
equivalent compensation alleged to be owing on account of such party's discussions,
negotiations and/or dealings with any real estate broker or agent other than Broker(s). This
Section is not intended to benefit any third parties and shall not be deemed to give any rights to
brokers or finders. No commission(s) or finders fee(s) shall be paid to Lessee, employee(s) of
Lessee or any unlicensed representative of Lessee. The Port and Lessee shall each pay its
respective Broker pursuant to their respective separate agreements with such Broker; provided,
however, the Port's Broker (if any) shall be free (but without obligation, except as separately
agreed between the Port's Broker and Lessee's Broker) to share the commission payable to it
with Lessee's Broker as the Port's Broker sees fit.

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18.3 Consent. Whenever the Port's prior consent or approval is required by this Lease,
the same shall not be unreasonably delayed but may, unless otherwise specifically provided by
this Lease, be granted or denied in the Port's sole and absolute discretion.
18.4 Wireless Devices. Lessee shall not install any wireless devices and/or
transmitters on or about the Premises without the prior written consent of the Port and subject to
any and all conditions in such consent. Lessee specifically grants to the Port the power to
regulate and control the use of unlicensed frequency bands (including, but not limited to, FCC
Part 15 Subpart C, FCC Part 15 Subpart D (both asynchronous and Isochronous), IEEE 802.11
and BlueTooth (ISM), and FCC UNII 1 and UNII 2 (IEEE 802.11a)) on or about the Premises.
18.5 Relationship to the Port and Lessee. Nothing contained herein shall be deemed or
construed as creating the relationship of principal and agent, partnership, or joint venture
partners, and no provision contained in this Lease nor any acts of Lessee and the Port shall be
deemed to create any relationship other than that of Lessee and the Port.
18.6 Time. Time is of the essence of each and every one of Lessee's obligations,
responsibilities and covenants under this Lease.
18.7 Recording. Lessee shall not record this Lease or any memorandum thereof
without the Port's prior written consent.
18.8 Subordination, Attornment. Unless otherwise designated by the Port, this Lease
shall be subordinate to all existing or future mortgages and deeds of trust on the Premises or any
larger property of which the Premises may be a part, and to all extensions, renewals or
replacements thereof. Within ten (10) days of the Port's request, Lessee shall execute and
deliver all instrument or certificates which may be necessary or appropriate to reflect such
subordination. Notwithstanding the foregoing, Lessee shall not be required to subordinate to
future mortgages or deeds of trust unless the mortgagee or beneficiary under the deed of trust
agrees that if it becomes the owner of the property, it will recognize the Lease as long as Lessee
is not in default. Within ten (10) days of the Port's request, Lessee shall also execute and
deliver to third parties designated by the Port an estoppel certificate or letter in the form
requested by the Port or any lender the correctly recites the facts with respect to the existence,
terms and status of this Lease. Lessee agrees to attorn to any successor to the Port following
any foreclosure, sale or transfer in lieu thereof.
18.9 Promotion of Port Commerce. Lessee agrees that throughout the term of this
Lease it will, insofar as practicable, promote and aid the movement of passengers and freight
through facilities within the territorial limits of the Port. Lessee further agrees that all incoming
shipments of commodities that it may be able to control or direct shall be made through
facilities within the territorial limits of the Port if there will be no resulting cost or time
disadvantage to Lessee.
18.10 Nondiscrimination  Services.
18.10.1     Lessee agrees that it will not discriminate by segregation or
otherwise against any person or persons because of race, sex, age, creed, color or national origin
in furnishing, or by refusing to furnish to such person or persons, the use of the facility herein
provided, including any and all services, privileges, accommodations, and activities provided
thereby.
18.10.2     It is agreed that Lessee's noncompliance with the provisions of this
clause shall constitute a material breach of this Lease. In the event of such noncompliance, the
Port may take appropriate action to enforce compliance, may terminate this Lease, or may pursue
such other remedies as may be provided by law.
18.11 Nondiscrimination  Employment. Lessee covenants and agrees that in all
matters pertaining to the performance of this Lease, Lessee shall at all times conduct its
business in a manner which assures fair, equal and nondiscriminatory treatment of all persons
without respect to race, sex, age, color, creed or national origin and, in particular:

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18.11.1     Lessee will maintain open hiring and employment practices and
will welcome applications for employment in all positions from qualified individuals who are
member of racial or other minorities, and
18.11.2     Lessee will comply strictly with all requirements of applicable
federal, state and local laws or regulations issued pursuant thereto relating to the establishment of
nondiscriminatory requirements in hiring and employment practices and assuring the service of
all patrons or customers without discrimination as to any person's race, sex, age, creed, color or
national origin.
18.12 Labor Unrest. Lessee agrees to join with the Port and use its best efforts in
avoiding labor unrest, or in the event of a wildcat strike or other labor difficulty, to use its good
offices in negotiating and bringing to a swift and satisfactory conclusion any kind of labor
dispute that may affect the interests of the Port.
18.13 Federal Maritime Commission Regulations. This Lease may be subject to the
Shipping Act of 1984, the Shipping Act of 1916, the Ocean Shipping Reform Act of 1998, and
their respective implementing regulations. No future amendment or modification to this
instrument will be effective until the appropriate procedures, if any, have been completed in
accordance with the procedures of the appropriate federal agency which has jurisdiction over
the Shipping Acts.
18.14 Joint and Several Liability. Each and every party who signs this Lease, other than
in a representative capacity, as Lessee, shall be jointly and severally liable hereunder. It is
understood and agreed that for convenience the word "Lessee" and verbs and pronouns in the
singular number and neuter gender are uniformly used throughout this Lease, regardless of the
number, gender or fact of incorporation of the party who is, or of the parties who are, the actual
lessee or lessees under this agreement.
18.15 Captions. The captions in this Lease are for convenience only and do not in any
way limit or amplify the provisions of this Lease.
18.16 Governing Law; Venue. This Lease shall be construed under the laws of
Washington. Exclusive jurisdiction and venue for any action relating hereto shall be in the state
or federal courts located in King County, Washington.
18.17 Attorneys' Fees. In the event that either party shall be required to bring any
action to enforce any of the provisions of this Lease, or shall be required to defend any action
brought by the other party with respect to this Lease, and in the further event that one party shall
substantially prevail in such action, the losing party shall, in addition to all other payments
required therein, pay all of the prevailing party's actual costs in connection with such action,
including such sums as the court or courts may adjudge reasonable as attorneys' fees in the trial
court and in any appellate courts.
18.18 Invalidity of Particular Provisions. If any term or provision of this Lease or the
application thereof to any person or circumstance shall, to any extent, be invalid or enforceable,
the remainder of this Lease 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 shall continue in full force and effect.
18.19 Survival of Indemnities. All indemnities provided in this Lease shall survive the
expiration or any earlier termination of this Lease. In any litigation or proceeding within the
scope of any indemnity provided in this Lease, Lessee shall, at the Port's option, defend the Port
at Lessee's expense by counsel satisfactory to the Port.
18.20 Entire Agreement; Amendments. This Lease, together with any and all exhibits
attached hereto, shall constitute the whole agreement between the parties. There are no terms,
obligations, covenants or conditions other than those contained herein. No modification or
amendment of this agreement shall be valid or effective unless evidenced by an agreement in
writing signed by both parties.
18.21 Exhibits. Exhibits A, B, and C are attached to this Lease after the signatures and
by this reference incorporated herein.
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SECTION 19: SIGNATURES
IN WITNESS WHEREOF the parties hereto have signed this Lease as of the day and
year first above written.
PORT OF SEATTLE              WASHINGTON STATE
DEPARTMENT OF TRANSPORTATION

By:                           By:
Its:                                         Its:

SECTION 20: ACKNOWLEDGMENTS

STATE OF WASHINGTON )
) ss
COUNTY OF KING )
On this ___ day of ___________________, 20_______ before me personally appeared Tay Yoshitani, to
me known to be the Chief Executive Officer of the PORT OF SEATTLE, the municipal corporation that executed
the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of
said corporation, for the uses and purposes therein mentioned, and on oath stated that s/he was authorized to execute
said instrument.
In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above
written.

___________________________________________
(Signature)
___________________________________________
(Print Name)
Notary Public, in and for the State of Washington,
residing at __________________________________
My Commission expires: _______________________ 

STATE OF WASHINGTON )
) ss
COUNTY OF KING )
On this ___ day of ___________________, 20_______ before me personally appeared
____________________________, to me known to be the _________________________________ of the
___________________________________, the individual/entity that executed the within and foregoing instrument
as Lessee, and acknowledged said instrument to be the free and voluntary act and deed of said individual/entity, for
the uses and purposes therein mentioned, and on oath stated that s/he was authorized to execute said instrument.
In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above
written.

___________________________________________
(Signature)
___________________________________________
(Print Name)
Notary Public, in and for the State of Washington,
residing at __________________________________
My Commission expires: ______________________




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EXHIBIT A 
Legal Description
PENDING FINAL LEGAL DESCRIPTION FROM ENG




















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