Item 6d WSDOT POS Property Exchange
WSDOT-Port Property Exchange Transaction EXHIBIT LIST EXHIBITS TO DESCRIPTION COMMISSION MEMO EXHIBIT 1. Resolution -------------(declaring Port-owned parcels surplus and authorizing execution of all documents necessary to exchange Port-owned Property for WSDOT-owned property and enter into airspace leases). EXHIBIT 2. Four aerial photographs with superimposed drawings depicting locations of subject properties and their relative sizes: 2.1. South map (depicting Port-owned parcels, 0.24 acres, 0.68 acres, 18.76 acres, 3.24 acres, 1.13 acres, 0.08 acres and 0.45acres). 2. 2. North map (depicting WSDOT-owned parcels 1, 1A, 2 and 3) 2.3. Map depicting WSDOT-owned parcel 7 which the Port needs to lease for the Third Runway approach lighting system. 2.4. Map showing WSDOT-owned parcel 6, Port-owned detention pond site (0.64 acres). EXHIBIT 3. WSDOT-Port Property Exchange Agreement and its multiple exhibits: A, B, C-1, C-2, C-3, D, E-1, E-2, E-3, E-4, E-5, F-1, F-2, F-3, Exhibit A. Legal Descriptions of Port-owned parcels to be surplused and conveyed in fee to WSDOT. Exhibit B. Legal Descriptions of three WSDOT-owned parcels to be surplused and conveyed in fee to the Port Exhibit C-1. Lease for soil nail retaining wall and attached drawing. (The attached drawing depicts the Premises). Exhibit C-2. Lease for approach lighting system and attached drawing. (The attached drawing depicts the Premises). 1 EXHIBITS TO DESCRIPTION COMMISSION MEMO EXHIBIT 3. Exhibit C-3.Lease for bridge to L-shaped parcel and attached drawing. (The attached drawing depicts the Premises). Exhibit D. Agreed Upon Values (tables). Exhibit E-1. Quitclaim Deed from Port to WSDOT (conveying parcels of 0.08 acres and 0.45 acres identified by WSDOT Parcel #1 -16825). Exhibit E-2. Quitclaim Deed from Port to WSDOT (conveying parcels of 0.68 acres, 18.76 acres, 3.24 acres and 1.13 acres identified by WSDOT Parcel #1-16827). Exhibit E-3. Quitclaim Deed from Port to WSDOT (conveying parcel of 0.24 acres identified by WSDOT Parcel #1-16852). Exhibit E-4. Quitclaim Deed from Port to WSDOT (conveying parcel of 0.02 acres identified by WSDOT Parcel #1-16884). Exhibit E-5. Quitclaim Deed from Port to WSDOT (conveying parcel of 0.64 acres identified by WSDOT Parcel #1-22568). Exhibit F-1. Quitclaim Deed from WSDOT to Port (conveying parcel of 2.32 acres identified as Parcel 1 in Table of Agreed Upon Values and by IC # 1-17-03329). Exhibit F-2. Quitclaim Deed from WSDOT to Port (conveying parcel of 3.76 acres identified as Parcel 2 in Table of Agreed Upon Values and by IC # 1-17-079809). Exhibit F-3. Quitclaim Deed from WSDOT to Port (conveying parcel of 0.25 acres identified as Parcel 6 in Table of Agreed Upon Values and by IC # 1-17-07993). Exhibit 4. Golf course-related lease of 6.16 acres, attaching marked-up right-of-way plan sheets and aerial depiction of Premises. EXHIBIT 1 TO MEMO RESOLUTION NO. A RESOLUTION of the Port Commission of the Port of Seattle declaring surplus and no longer needed for Port District purposes nine parcels of Port-owned real property located in SeaTac, Washington, including a 0.64 acre detention pond site; a 0.02 acre remnant off South 188™ Street; a 0.24 acre parcel at 1205 South 196™ Street; four noncontiguous parcels (0.68 acres, 18.76 acres, 3.24 acres and 1.13 acres) in vicinity of Tyee Golf Course at 18™ Avenue South and South 200™ Street; and two noncontiguous parcels (0.08 acres, 0.45 acres) in area bounded by 24™ Avenue South, South 202™ Street and South 204" Street (“Property”) and authorizing the CEO to execute all documents necessary to transfer the Property to Washington State Department of Transportation (“WSDOT”) in exchange for WSDOT property and enter into airspace leases needed for current and future projects related to construction of the Rental Car Facility, improvements to the Northern Airport Expressway, maintenance and operation of the Third Runway approach lighting system, and construction of a bridge to the “L-shaped parcel that would support future development of that land in support of airport cargo and operations. WHEREAS, the voters of King County, pursuant to the provisions of enabling legislation adopted by the Legislature of the State of Washington, Chapter 92, Laws of 1911, RCW 53.04.010, authorized and approved at a special election held in King County on the 5th day of September 1911, the formation of a Port District coextensive with King County to be known as the Port of Seattle; and WHEREAS, the Port of Seattle was thereupon established as a port district and has since been and now is a duly authorized and acting port district of the State of Washington and operator of Seattle-Tacoma International Airport (“Airport”); and WHEREAS, the Port owns the real property described on attached Exhibit A (the “Property”); and WHEREAS, the Washington State Department of Transportation (“WSDOT”) owns the real property described on attached Exhibit B and the real property subject to the airspace leases identified on attached Exhibit C; and WHEREAS, the Port-owned Property includes nine parcels of land that WSDOT needs to extend SR 509 to connect with I-5; and WHEREAS, conveyance of said Port-owned Property to WSDOT will make possible a major redesign of access to the Airport from the south, which redesign was envisioned in the Port’s Comprehensive Development Plan. WHEREAS, conveyance of said Port-owned Property to WSDOT would be pursuant to a property exchange agreement between the Port and WSDOT under which the Port would acquire from WSDOT title to the real property described at Exhibit B as well as certain airspace leases described at Exhibit C; and WHEREAS, the Port needs the WSDOT property described at Exhibit B as well as certain airspace leases described at Exhibit C for current and future projects, including projects related to construction of a Rental Car Facility, improvements to the Northern Airport Expressway, installation of approach lights for the Third Runway, construction of a bridge to the Port’s “L”-shaped parcel, or other business development. WHEREAS, the FAA has approved the exchange between the Port and WSDOT; and WHEREAS, Chapter 39.33 of the Revised Code ofWashington provides that the Port may “sell, transfer, exchange, lease or otherwise dispose of any property ... to the state of any municipality of any political subdivision thereof ... on such terms and conditions as may be mutually agreed upon ...”; and WHEREAS, the maps and other data regarding the property proposed for conveyance to WSDOT for the future extension of SR 509 are on file at the Port offices; and WHEREAS, the Port of Seattle Commission has heard from all persons desiring to speak at said public hearing with regard to the proposed property transfer; and WHEREAS, the members of the Port of Seattle Commission have discussed and considered the proposed property transfer in light of all comments by members ofthe public at the public hearing; and NOW, THEREFORE, BE IT RESOLVED by the Port Commission of the Port of Seattle that: Section 1. The Property described on Exhibit A attached to this Resolution is no longer needed for Port purposes and is declared surplus to Port needs. Section 2. The CEO is authorized to take all steps and execute all documents necessary to transfer the Property to WSDOT in exchange for WSDOT property described at Exhibit B and airspace leases described at Exhibit C to this Resolution. The Port-owned Property has an appraised fair market value of $16,519,400.00. The WSDOT property to be conveyed in fee to the Port has an appraised fair market value of $15,761,328.00. The airspace leases described at Exhibit C have the following appraised fair market rental values: $15,618.00 per year; $10,200.00 per year; and $2,000.00 per year. ADOPTED by the Port Commission of the Port of Seattle at a regular meeting thereof, held this day of 2009 and duly authenticated in open session by , the signatures of the Commissioners voting in favor thereof and the seal of the Commission. Port Commissioners EXHIBIT “A” to Resolution No. Legal Descriptions of Port-owned parcels to be conveyed in fee to WSDOT 1. 0.64 acre more or less (IC 1-17-08360 or 1-22568) THAT PORTION OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OFSECTION 29, TOWNSHIP 23 NORTH, RANGE 4 EAST, W.M., COUNTYOFKING, STATE OF WASHINGTON, FURTHER DESCRIBED AS FOLLOWS; BEGINNINGATA POINT OPPOSITEHIGHWAYENGINEER'S STATION (hereinafter referred to as HES) SR 509 927+15 ON THE SR 509 LINE SURVEY OF SR 509: SR 516 TO DESMOINES WAYSOUTH, SHEET 11 OF 11, DATED DEC. 1 1969 AND 118.24 FEETNORTHEASTERLY THEREFROM; THENCENORTHWESTERLY TO A POINT OPPOSITE HES SR 509 929+50 AND 120.63 FEETNORTHEASTERLY THEREFROM; THENCE EASTERLY TO A POINT OPPOSITE HES SR 509 928+74 AND 285.00 FEET NORTHEASTERLY THEREFROM; THENCE SOUTHERLY TOA POINT OPPOSITEHES SR 509 926+85 AND 195.00 FEETNORTHEASTERLYFROM; THENCE WESTERLY TO THE POINT OFBEGINNING. CONTAINING: 28,008 SQ.FT. 0.64 ACRES. MORE OR LESS. 2. 0.02 acre more or less (IC 1-17-08364 or 1-16884) PORTION OF THENORTHWESTQUARTER OF THE SOUTHEAST QUARTER OF SECTION 32, TOWNSHIP 23 NORTH, RANGE 4 EAST, WM., KING COUNTY, STATE OF WASHINGTON, FURTHER DESCRIBED AS FOLLOWS: COMMENCINGAT THEEAST QUARTER CORNER OF SAID SECTION 32, THENCE SOUTH 89°56°19” WESTALONG SUBDIVISIONLINE, A DISTANCE OF 1,475.03 FEET; THENCE SOUTH 00°03 41” EAST, A DISTANCE OF 194.39 FEET TO THE TRUE POINT OFBEGINNING; THENCE SOUTH 30°18°50” EAST, A DISTANCE OF 80.95 FEET; THENCE SOUTH 51°39°00” EAST, A DISTANCE OF 17.03 FEET; THENCE SOUTH 38°23°07” WEST, A DISTANCE OF 5.76 FEET; THENCENORTH 51°36°53” WEST, A DISTANCE OF 50.02 FEET; THENCE NORTH 11°58°09” WEST, A DISTANCE OF 55.10 FEET TO THE TRUE POINT OF BEGINNING. CONTAINING: 859.0 SQUARE FEET. 0.02 ACRES MORE OR LESS 3. 0.24 acre more or less (IC 1-17-08361 or 1-16852) PORTION OFLOT 1, KOESSNER ADDITION, ACCORDING TO THE PLAT THEREOF, RECORDED IN VOLUME 57 OF PLATS, PAGES 75, 76 AND 77 INKING COUNTY, WASHINGTON. LYING IN THE EAST QUARTER OF SECTION 35, TOWNSHIP 22 NORTH, RANGE 4 EAST, W.M., COUNTY OF KING, STATE OF WASHINGTON, FURTHER DESCRIBED AS FOLLOWS; COMMENCINGAT THEEASTQUARTER CORNER OF SAID SECTION 5, THENCE NORTH 05°26°07”WESTALONG SUBDIVISIONLINE, A DISTANCE OF 1561.46 FEET; THENCE SOUTH 84°33°53” WEST, A DISTANCE OF 1023.27 FEET TO THE TRUEPOINT OFBEGINNING; THENCE SOUTH 01°07°33” WEST, A DISTANCE OF 74.90 FEET; THENCENORTH 88°52°22” WEST, A DISTANCE OF 99.34 FEET; THENCENORTH 48°30°27"” WEST, A DISTANCE OF 91.95 FEET; THENCENORTH 15°54°48" EAST, A DISTANCE OF 15.87 FEET; THENCE SOUTH 88°52°25" EAST, A DISTANCE OF 165.34 FEET TO THE TRUE POINT OFBEGINNING. CONTAINING: 10,570 SQ.FT. 0.24 ACRES MORE OR LESS. 4. 0.68 acre more or less (IC 1-17-08362 or 1-16827) COMMENCING AT POINT “D”; THENCE SOUTH 89°10°53” WEST, A DISTANCE OF 14.99 FEET TO THE TRUE POINT OFBEGINNING; THENCE SOUTH 89°11°05” WEST, A DISTANCE OF 87.60 FEET; THENCENORTH 36°24°'47” WEST, A DISTANCE OF 21.13 FEET; THENCENORTH 00°48°55"” WEST, A DISTANCE OF 279.56 FEET; THENCE NORTH 89°03°12” EAST, A DISTANCE OF 99.90 FEET; THENCE SOUTH 00°48°55" EAST, A DISTANCE OF 296.97 FEET TO THE TRUE POINT OF BEGINNING. CONTAINING: 29,550 SQ.FT. 0.68 ACRES MORE OR LESS. ALONG WITH: 5. 18.76 acres more or less (IC 1-17-08406 or 1-16827) COMMENCING ATPOINT “A”; THENCENORTH 00°07°09” EAST, A DISTANCE OF 65.31 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 88°29°41” WEST, A DISTANCE OF 294.91 FEET; THENCE SOUTH 00°06°53" WEST, A DISTANCE OF 42.46 FEET; THENCENORTH 89°52°55" WEST, A DISTANCE OF 220.03 FEET; THENCE NORTH 88°27°21"” WEST, A DISTANCE OF 218.55 FEET, THENCE NORTH 00°48°54" WEST, A DISTANCE OF 14.64 FEET; THENCE NORTH 88°24°18" WEST, A DISTANCE OF 107.40 FEET; THENCE NORTH 01°35°46" EAST, A DISTANCE OF 10.29 FEET; THENCE SOUTH 88°27°37” EAST, A DISTANCE OF 111.29 FEET; THENCENORTH 13°34°04” WEST, A DISTANCE OF 216.23 FEET; THENCE NORTH 45°35°49"” WEST, A DISTANCE OF 90.85 FEET; THENCE NORTH 00°54°23” WEST, A DISTANCE OF 262.02 FEET; THENCE SOUTH 89°11°07" WEST, A DISTANCE OF 259.61 FEET; THENCENORTH 45°35°45"” WEST. A DISTANCE OF 92.95 FEET; THENCENORTH 36°24°'49” WEST, A DISTANCE OF 187.59 FEET; THENCENORTH 00°49°07"” WEST, A DISTANCE OF 143.33 FEETTOAPOINT HEREAFTER KNOWN AS “D”; THENCE CONTINUE NORTH 00°49°07"” WEST, A DISTANCE OF 357.00 FEET; THENCE SOUTH 89°03°15” WEST, A DISTANCE OF 13.40 FEET; THENCENORTH 01°07°36” EAST, A DISTANCE OF 141.21 FEET; THENCE SOUTH 88°52°25" EAST, A DISTANCE OF 4.95 FEET; THENCE SOUTH 47°01°18” EAST, A DISTANCE OF 80.59 FEET; THENCE SOUTH 01°07°35" WEST, A DISTANCE OF 145.13 FEET; THENCENORTH 89°03°'12” EAST, A DISTANCE OF 65.05 FEET; THENCENORTH 01°07°35" EAST, A DISTANCE OF 84.55 FEET; THENCE SOUTH 47°01°18" EAST, A DISTANCE OF 119.66 FEET; THENCE SOUTH 62°40°34" EAST, A DISTANCE OF 381.80 FEET; THENCE SOUTH 42°22°38” EAST, A DISTANCE OF 2.65 FEET; THENCE SOUTH 00°41°10” EAST, A DISTANCE OF 16.90 FEET; THENCENORTH 89°11°05" EAST, A DISTANCE OF 15.02 FEET; THENCE SOUTH 42°21°46” EAST, A DISTANCE OF 216.81 FEET; THENCE SOUTH 54°43°13” EAST, A DISTANCE OF 187.95 FEET; THENCE SOUTH 40°34 °34” EAST, A DISTANCE OF 311.56 FEET; THENCE SOUTH 25°10°58” EASTADISTANCE OF 541.90 FEET TO THE TRUE POINT OFBEGINNING. CONTAINES: 817,175 SQ. FT. 18.76 ACRES MORE OR LESS. ALONG WITH: 6. 3.24 acres more or less (IC 1-17-08407 or 1-16827) COMMENCINGATPOINT “B”; THENCE NORTH 00°07°09” EAST, A DISTANCE OF 55.72 FEET TO THE TRUE POINT OFBEGINNING; THENCENORTH 28°21°10” WEST, A DISTANCE OF 416.10 FEET; THENCE SOUTH 79°06°'47" EAST, A DISTANCE OF 200.65 FEET; THENCE SOUTH 66°38°09" EAST, A DISTANCE OF 354.82 FEET; THENCE SOUTH 00°58°55" EAST, A DISTANCE OF 75.98 FEET; THENCE SOUTH 63°54°21" EAST, A DISTANCE OF 314.83 FEET; THENCENORTH 89°53°07” WEST, A DISTANCE OF 438.49 FEET; THENCENORTH 65°23°56” WEST, A DISTANCE OF 54.81 FEET; THENCENORTH 88°29°41” WEST, A DISTANCE OF 120.92 FEET TO THE TRUE POINT OF BEGINNING. CONTAINING: 140,939 SQ. FT. 3.24 ACRES MORE OR LESS. ALONG WITH: 7. 1.13 acres more or less (IC 1-17-08408 or 1-16827) PORTIONS OF THENORTHHALF OF SECTION 4, TOWNSHIP 22 NORTH, RANGE 4 EAST W.M. AND THE SOUTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 5, TOWNSHIP 22 NORTH, RANGE 4 EAST, W.M., COUNTY OF KING, STATE OF WASHINGTON, FURTHER DESCRIBED AS FOLLOWS; COMMENCINGAT THE WEST QUARTER CORNER OF SAID SECTION 4; THENCE SOUTH 89°52'51"" EASTALONG SUBDIVISIONLINE, A DISTANCE OF 515.59 FEET TO A POINTHEREAFTER KNOWN AS “A”; THENCE CONTINUE SOUTH 89°52°51" EAST, A DISTANCE OF 396.76 FEET TO A POINTHEREAFTER KNOWN AS “B”; THENCE CONTINUE SOUTH 89°52°51 "EASTADISTANCE OF 988.68 FEET TO A POINTHEREAFTER KNOWN AS “C”; THENCE NORTH 00°07°09” EAST, A DISTANCE OF 30.15 FEET TO THE TRUE POINT OF BEGINNING; THENCENORTH 00°06°53"” EAST, A DISTANCE OF 24.00 FEET; THENCE SOUTH 89°53°07” EAST, A DISTANCE OF 59.00 FEET; THENCE NORTH 27°19°51” EAST, A DISTANCE OF 39.36 FEET; THENCE NORTH 78°08°58” EAST, A DISTANCE OF 308.71 FEET; THENCE SOUTH 65°53°'47” EAST, A DISTANCE OF 218.19 FEET; THENCE SOUTH 88°27°12” EAST, A DISTANCE OF 120.04 FEET; THENCE SOUTH 00°06°53"” WEST, A DISTANCE OF 31.00 FEET; THENCENORTH 89°53°07"” WEST, A DISTANCE OF 699.00 FEET TO THE TRUE POINTOFBEGINNING. CONTAINING: 49,245 SQ.FT. 1.13 ACRES MORE OR LESS. 8. 0.08 acre more or less (IC 1-17-08363 or 1-16825) PORTIONS OF THE EASTHALF OF THE SOUTHWEST QUARTER OF SECTION 4, TOWNSHIP 22 NORTH, RANGE 4 EAST, W.M., COUNTY OFKING, STATE OF WASHINGTON, FURTHER DESCRIBED AS FOLLOWS; COMMENCINGAT THE SOUTH QUARTER CORNER OF SAID SECTION 4, THENCE NORTH 02°44°'39” WESTALONG SUBDIVISIONLINE, A DISTANCE OF 1115.24 FEET TO A POINT “A”; THENCE CONTIUNUENORTH 02°44°39” WESTA DISTANCE OF 856.99 FEET TO THE TRUE POINT OFBEGINNING; THENCENORTH 89°52°44” WEST, A DISTANCE OF 299.79 FEET; THENCE SOUTH 02°44°50” EAST, A DISTANCE OF 31.52 FEET; THENCENORTH 49°02°12” WEST, A DISTANCE OF 25.29 FEET; THENCENORTH 02°15°24” WEST, A DISTANCE OF 24.96 FEET: THENCE SOUTH 89°52°44: EAST, A DISTANCE OF 317.88 FEET TO THE TRUE POINT OFBEGINNING. CONTAINING: 3,603 SQ. FT. 0.08 ACRES MORE OR LESS ALONG WITH; 9. 0.45 acre more or less (IC 1-17-08409 or 1-16825) BEGINNING ATPOINT “A”, THENCE SOUTH 66°53°14"” WEST, A DISTANCE OF 92.03 FEET; THENCE NORTH 89°01°08" WEST, A DISTANCE OF 102.58 FEET; THENCENORTH 43°14°28” WEST, A DISTANCE OF 125.05 FEET; THENCE SOUTH 89°51°32” EAST, A DISTANCE OF 270.19 FEET; 10 THENCE SOUTH 02°44°39” EAST, A DISTANCE OF 56.12 FEET TO THE POINT OF BEGINNING. CONTAINING: 19,498 SQ. FT. 0.45 ACRES MORE OR LESS 11 EXHIBIT “B”to Resolution No. Legal Descriptions ofWSDOT-owned parcels to be conveyed in fee to Port 1. 2.32 acres more or less (IC 1-17-03329) That portion of Tract “X” described as follows: Beginning at a point opposite Highway Engineer’s Station (hereinafter referred to as HES) N-E 14+50 on the N—E Ramp line survey of SR 518, Riverton Heights: SR 509 to SR 5 and 60 feet Southeasterly therefrom; thence Northeasterly parallel with said line survey to a point opposite HES N-E 19+50; thence Northeasterly to a point opposite HES N-E 22+00 on said N-E Ramp line survey and 87 feet Southeasterly therefrom; ; thence Easterly to a point opposite HES N-E 23+70 on said line survey and 105 feet Southerly therefrom; thence Southeasterly to a point opposite HES PHS 422+70 on the PHS line survey of said highway and 62 feet Northwesterly therefrom; thence Southwesterly to a point opposite HES PHS 420+03 on said PHS line survey and 63 feet Northwesterly therefrom; thence Southwesterly to a point opposite HES BR 18+00 on the BR Ramp line survey of said highway and 60 feet Southerly therefrom; thence Westerly to a point opposite HES BR 19+00 on said BR Ramp line survey and 70 feet Southwesterly therefrom; thence Northwesterly parallel with said BR Ramp line survey to a point opposite HES BR 20+30; thence Northwesterly to a point opposite HES N-E 19+50 on the N-E line survey of said highway and 90 feet Southeasterly therefrom; thence Southwesterly to the point ofbeginning. Tract “X” Parcel 1 Lots 6, 7 and 8 Block 2 of Lowe’s Terrace No. 14, according to the plat recorded in Volume 56 of Plats, page 67, records of King County. Parcel 2 The Southeast quarter of the Southeast quarter of Section 21, Township 23 North, Range 4 East, W.M. Parcel 3 The Southwest quarter of the Southwest quarter of Section 22, Township 23 North, Range 4 East, W.M. 12 2. 3.76 acres more or less (IC 1-17-07989) That portion of the hereinafter described Tract “X” lying within a tract of land described as: Beginning at a point opposite Highway Engineer’s Station (herein after referred to as HES) S. 160th St. 8+78 on the S. 160th St. line survey of SR 518, Riverton Heights: SR 509 to SR 5 and 30 feet Northerly therefrom; thence Northeasterly, parallel with the A.S.R. line survey of said highway to a point opposite HES ASR 140+15.90 on said A.S.R. line survey and 35 feet Southeasterly therefrom; thence Southeasterly to a point opposite HES N-W 227+21.64 on the N-W line survey of said highway and 54.16 feet Southeasterly therefrom; thence Southwesterly to a point opposite HES N-W 228+83.45 on said N-W line survey and 50.23 feet Southeasterly therefrom; thence Southwesterly to a point opposite HES N-W 229+57.69 on said N-W line survey and 68.05 feet Southeasterly therefrom; thence Southwesterly to a point opposite HES N-W 229+78.09 on said N-W line survey and 75.48 feet Southeasterly therefrom; thence Southwesterly to a point opposite HES S. 160th St. 13+48.33 on said S. 160th St. line survey and 36.24 feet Northerly therefrom; thence Westerly to a point opposite HES S. 160th St. 13+12.19 on said S. 160th St. line survey and 30 feet Northerly therefrom; thence Westerly, parallel with said S. 160th St. line survey, to the point of beginning. Tract “X” Parcel 1 The Southeast quarter of the Southeast quarter of Section 21, Township 23 North, Range 4 East, W.M. Parcel 2 The Southwest quarter of the Southeast quarter of Section 21, Township 23 North, Range 4 East, W.M. Parcel 3 Lot 1 and Lots 3 through 9 inclusive, Glenroy Acres, according to the plat recorded in Volume 51 of Plants, page 82, records of King county, Washington. Parcel 4 28" Ave. South as shown on the Plat of Glenroy Acres, according to the plat recorded in Volume 51 of Plants, page 82, records of King county, Washington. 13 3. 0.25 acre more or less (IC 1-17-07993) That portion of the hereinafter described Tract “X” lying within the following described tract of land: Beginning at a point opposite Highway Engineer’s Station (hereinafter referred to as HES) DMW 36+43.29 on the DMW line survey of SR 509, SR 99 to S. 188" St. Vic. and 68 feet Southeasterly therefrom; thence Northwesterly, parallel with said line survey, to a point opposite HES DMW 36+10; thence Northwesterly to a point opposite HES 883+24 on the SR 509 line survey of said highway and 378 feet Southeasterly therefrom; thence Northerly to a point opposite HES 885+48 on said SR 509 line survey and 344.76 feet Southeasterly therefrom; thence Southeasterly to the point ofbeginning. Tract X: That portion of the Northwest Quarter of the Southeast Quarter and the Southwest Quarter of the Northeast Quarter, all in Section 32, Township 23 North, Range 4 East, W.M, King County, Washington, lying within that certain parcel as deeded to the State of Washington under recording number 7203090277. 14 EXHIBIT “C” to Resolution No. Airspace Leases 1. Airspace Lease of 0.094 acres (4,096 square feet) for soil nail retaining wall use. 2. Airspace Lease of 0.46 acres (20,089 square feet) for Third Runway north approach lighting system use. 3. Airspace Lease of 0.56 acres (24,488 square feet) for bridge to Port-owned “L”-shaped parcel use. 15 EXHIBIT 2 TO MEMO | | Exhi it 2.1 Cios 1[=>pot]Bou [ erPEE 3 n ; A eo rev p==icird Map North 2.2 Exhibit RT BET EER edA RE Exhibit 2.3 North Approach Lights rpm 0Exhibit 2.4 Map of Parcel 6 & Detention Pond Site fesse! PamEen YolvaysBL Salo) EO SS74ohRTHEY LOA a oo 51) 7 eR TR LTR FF 7or EXHIBIT 3 TO MEMO EXHIBIT A to WSDOT-Port Property Exchange Agreement Legal Descriptions of Port-owned parcels to be conveyed in fee to WSDOT 1. 0.64 acre more or less (IC 1-17-08360 or 1-22568) THATPORTION OF THENORTHEASTQUARTER OF THE SOUTHEASTQUARTER OFSECTION 29, TOWNSHIP 23 NORTH, RANGE 4 EAST, W.M., COUNTYOFKING, STATE OF WASHINGTON, FURTHER DESCRIBED AS FOLLOWS; BEGINNINGAT A POINTOPPOSITEHIGHWAYENGINEER'SSTATION (hereinafter referred to as HES) SR 509 927+15 ON THE SR 509 LINE SURVEY OF SR 509: SR 516 TO DES MOINES WAY SOUTH, SHEET 11 OF 11, DATED DEC. 1 1969 AND 118.24 FEETNORTHEASTERLY THEREFROM; THENCENORTHWESTERLY TOA POINT OPPOSITEHES SR 509 929+50 AND 120.63 FEETNORTHEASTERLY THEREFROM; THENCEEASTERLY TO A POINTOPPOSITEHES SR 509 928+74AND 285.00 FEET NORTHEASTERLY THEREFROM; THENCE SOUTHERLY TOA POINT OPPOSITEHES SR 509 926+85 AND 195.00 FEETNORTHEASTERLYFROM; THENCE WESTERLY TO THE POINT OFBEGINNING. CONTAINING: 28,008 SQ.FT. 0.64 ACRES. MORE OR LESS. 2. 0.02 acre more or less (IC 1-17-08364 or 1-16884) PORTION OF THENORTHWESTQUARTER OF THE SOUTHEASTQUARTER OF SECTION 32, TOWNSHIP 23 NORTH, RANGE 4 EAST, W.M., KING COUNTY, STATE OF WASHINGTON, FURTHER DESCRIBED AS FOLLOWS: COMMENCINGAT THEEASTQUARTER CORNER OF SAID SECTION 32, THENCE SOUTH 89°56°19” WESTALONG SUBDIVISIONLINE, A DISTANCE OF 1,475.03 FEET: THENCE SOUTH 00°03°41” EAST, A DISTANCE OF 194.39 FEET TO THE TRUE POINT OFBEGINNING; THENCE SOUTH 30°18°50" EAST, A DISTANCE OF 80.95 FEET: THENCE SOUTH 51°39°00"” EAST, A DISTANCE OF 17.03 FEET: THENCE SOUTH 38°23°07” WEST, A DISTANCE OF 5.76 FEET: THENCENORTH 51°36°53" WEST, A DISTANCE OF 50.02 FEET: THENCENORTH 11°58°09” WEST, A DISTANCE OF 55.10 FEET TO THE TRUE POINT OF BEGINNING. CONTAINING: 859.0 SQUARE FEET. 0.02 ACRES MORE OR LESS 3. 0.24 acre more or less (IC 1-17-08361 or 1-16852) PORTION OFLOT 1, KOESSNER ADDITION, ACCORDING TO THE PLAT THEREOF, RECORDED IN VOLUME 57 OFPLATS, PAGES 75, 76AND 77INKING COUNTY, WASHINGTON. LYING IN THE EAST QUARTER OF SECTION 5, TOWNSHIP 22 NORTH, RANGE 4 EAST, W.M., COUNTY OFKING, STATE OF WASHINGTON, FURTHER DESCRIBED AS FOLLOWS; COMMENCINGAT THEEASTQUARTER CORNER OFSAID SECTION 5, THENCE NORTH 05°26°07” WESTALONG SUBDIVISIONLINE, A DISTANCE OF 1561.46 FEET; THENCE SOUTH 84°33°53"” WEST, A DISTANCE OF 1023.27 FEET TO THE TRUEPOINTOFBEGINNING; THENCE SOUTH 01°07°33” WEST, A DISTANCE OF 74.90 FEET: THENCENORTH 88°52°22" WEST, A DISTANCE OF 99.34 FEET; THENCENORTH 48°30°27” WEST, A DISTANCE OF 91.95 FEET; THENCENORTH 15°54°48” EAST, A DISTANCE OF 15.87 FEET: THENCESOUTH 88°52°25” EAST, A DISTANCE OF 165.34 FEET TO THE TRUE POINTOFBEGINNING. CONTAINING: 10,570 SQ.FT. 0.24 ACRES MORE OR LESS. 4. 0.68 acre more or less (IC 1-17-08362 or 1-16827) COMMENCINGATPOINT “D”; THENCE SOUTH 89°10°53" WEST, A DISTANCE OF 14.99 FEET TO THE TRUE POINT OFBEGINNING; THENCE SOUTH 89°11°05” WEST, A DISTANCE OF 87.60 FEET; THENCENORTH 36°24'47"” WEST, A DISTANCE OF 21.13 FEET; THENCE NORTH 00°48°55” WEST, A DISTANCE OF 279.56 FEET; THENCENORTH 89°03°12"” EAST, A DISTANCE OF 99.90 FEET; THENCE SOUTH 00°48°55"” EAST, A DISTANCE OF 296.97 FEET TO THE TRUE POINT OFBEGINNING. CONTAINING: 29,550 SQ.FT. 0.68 ACRES MORE OR LESS. ALONG WITH: 5. 18.76 acres more or less (IC 1-17-08406 or 1-16827) COMMENCINGATPOINT “A”; THENCENORTH 00°07°09" EAST, A DISTANCE OF 65.31 FEET TO THE TRUE POINT OFBEGINNING; THENCENORTH 88°29°41” WEST, A DISTANCE OF 294.91 FEET: THENCE SOUTH 00°06°53" WEST, A DISTANCE OF 42.46 FEET: THENCENORTH 89°52°55" WEST, A DISTANCE OF 220.03 FEET; THENCENORTH 88°27°21" WEST, A DISTANCE OF 218.55 FEET: THENCENORTH 00°48°54” WEST, A DISTANCE OF 14.64 FEET: THENCENORTH 88°24°18” WEST, A DISTANCE OF 107.40 FEET; THENCENORTH 01°35°46” EAST, A DISTANCE OF 10.29 FEET: THENCE SOUTH 88°27°37" EAST, A DISTANCE OF 111.29 FEET: THENCE NORTH 13°34°04” WEST, A DISTANCE OF 216.23 FEET: THENCENORTH 45°35°49"” WEST, A DISTANCE OF 90.85 FEET: THENCE NORTH 00°54°23” WEST, A DISTANCE OF 262.02 FEET: THENCE SOUTH 89°11°07" WEST, A DISTANCE OF 259.61 FEET: THENCENORTH 45°35°45” WEST. A DISTANCE OF 92.95 FEET; THENCENORTH 36°24°49" WEST, A DISTANCE OF 187.59 FEET; THENCE NORTH 00°49°07” WEST, A DISTANCE OF 143.33 FEET TO A POINT HEREAFTER KNOWN AS “D”; THENCE CONTINUENORTH 00°49°07” WEST, A DISTANCE OF 357.00 FEET: THENCE SOUTH 89°03°15” WEST, A DISTANCE OF 13.40 FEET; THENCENORTH 01°07°36” EAST, A DISTANCE OF 141.21 FEET: THENCE SOUTH 88°52°25” EAST, A DISTANCE OF 4.95 FEET: THENCE SOUTH 47°01°18” EAST, A DISTANCE OF 80.59 FEET: THENCE SOUTH 01°07°35” WEST, A DISTANCE OF 145.13 FEET; THENCENORTH 89°03°12” EAST, A DISTANCE OF 65.05 FEET: THENCENORTH 01°07°35" EAST, A DISTANCE OF 84.55 FEET; THENCE SOUTH 47°01°18” EAST, A DISTANCE OF 119.66 FEET: THENCE SOUTH 62°40°34” EAST, A DISTANCE OF 381.80 FEET: THENCE SOUTH 42°22°38” EAST, A DISTANCE OF 2.65 FEET: THENCE SOUTH 00°41°10” EAST, A DISTANCE OF 16.90 FEET; THENCENORTH 89°11°05" EAST, A DISTANCE OF 15.02 FEET: THENCE SOUTH 42°21°46” EAST, A DISTANCE OF 216.81 FEET: THENCE SOUTH 54°43°13” EAST, A DISTANCE OF 187.95 FEET; THENCE SOUTH 40°34°34” EAST, A DISTANCE OF 311.56 FEET: THENCE SOUTH 25°10°58” EASTADISTANCE OF 541.90 FEET TO THE TRUE POINT OFBEGINNING. CONTAINES: 817,175 SQ. FT. 18.76ACRES MORE OR LESS. ALONG WITH: 6. 3.24 acres more or less (IC 1-17-08407 or 1-16827) COMMENCINGAT POINT “B”; THENCENORTH 00°07°09” EAST, A DISTANCE OF 55.72 FEET TO THE TRUE POINT OFBEGINNING; THENCENORTH28°21°'10” WEST, A DISTANCE OF 416.10 FEET: THENCE SOUTH 79°06°47” EAST, A DISTANCE OF 200.65 FEET: THENCE SOUTH 66°38°09” EAST, A DISTANCE OF 354.82 FEET; THENCE SOUTH 00°58°55" EAST, A DISTANCE OF 75.98 FEET: THENCE SOUTH 63°54°21" EAST, A DISTANCE OF 314.83 FEET: THENCENORTH 89°53°07" WEST, A DISTANCE OF 438.49 FEET; THENCENORTH 65°23°'56" WEST, A DISTANCE OF 54.81 FEET; THENCENORTH 88°29°41” WEST, A DISTANCE OF 120.92 FEET TO THE TRUE POINT OFBEGINNING. CONTAINING: 140,939 SQ. FT. 3.24 ACRES MORE OR LESS. ALONG WITH: 7.1.13 acres more or less (IC 1-17-08408 or 1-16827) PORTIONS OF THENORTHHALF OFSECTION 4, TOWNSHIP 22 NORTH, RANGE 4 EAST WM. AND THE SOUTHEASTQUARTER OF THE NORTHEAST QUARTER OFSECTION 5, TOWNSHIP 22 NORTH, RANGE 4 EAST, W.M., COUNTY OF KING, STATE OF WASHINGTON, FURTHER DESCRIBED AS FOLLOWS; COMMENCINGAT THE WESTQUARTER CORNER OF SAID SECTION 4; THENCE SOUTH 89°52°51" EASTALONG SUBDIVISIONLINE, A DISTANCE OF 515.59 FEET TO A POINTHEREAFTER KNOWN AS “A”; THENCE CONTINUE SOUTH 89°52°51" EAST, A DISTANCE OF 396.76 FEET TO A POINTHEREAFTER KNOWN AS “B”; THENCE CONTINUE SOUTH 89°52°51 "EASTA DISTANCE OF 988.68 FEET TO A POINTHEREAFTER KNOWN AS “C”’; THENCE NORTH 00°07°09” EAST, A DISTANCE OF 30.15 FEET TO THE TRUE POINT OF BEGINNING; THENCENORTH 00°06°53" EAST, A DISTANCE OF 24.00 FEET; THENCE SOUTH 89°53°'07" EAST, A DISTANCE OF 59.00 FEET; THENCENORTH 27°19°51" EAST, A DISTANCE OF 39.36 FEET; THENCENORTH 78°08°58" EAST, A DISTANCE OF 308.71 FEET; THENCE SOUTH 65°53°47"” EAST, A DISTANCE OF 218.19 FEET; THENCE SOUTH 88°27°12" EAST, A DISTANCE OF 120.04 FEET; THENCE SOUTH 00°06°53" WEST, A DISTANCE OF 31.00 FEET; THENCENORTH 89°53°07” WEST, A DISTANCE OF 699.00 FEET TO THE TRUE POINTOFBEGINNING. CONTAINING: 49,245 SQ.FT. 1.13 ACRES MORE OR LESS. 8. 0.08 acre more or less (IC 1-17-08363 or 1-16825) PORTIONS OF THE EASTHALF OF THE SOUTHWESTQUARTER OF SECTION 4, TOWNSHIP 22 NORTH, RANGE 4 EAST, W.M., COUNTY OF KING, STATE OF WASHINGTON, FURTHER DESCRIBED AS FOLLOWS; COMMENCINGAT THE SOUTH QUARTER CORNER OF SAID SECTION 4, THENCE NORTH 02°44°39”WESTALONG SUBDIVISIONLINE, A DISTANCE OF 1115.24 FEET TO A POINT “A”; THENCE CONTIUNUENORTH 02°44°'39"” WESTA DISTANCE OF 856.99 FEET TO THE TRUE POINT OFBEGINNING; THENCENORTH 89°52°'44” WEST, A DISTANCE OF 299.79 FEET; THENCE SOUTH 02°44°50” EAST, A DISTANCE OF 31.52 FEET: THENCENORTH 49°02°12” WEST, A DISTANCE OF 25.29 FEET; THENCENORTH 02°15°24” WEST, A DISTANCE OF 24.96 FEET: THENCE SOUTH 89°52 °'44: EAST, A DISTANCE OF 317.88 FEET TO THE TRUE POINT OFBEGINNING. CONTAINING: 3,603 SQ. FT. 0.08 ACRES MORE OR LESS ALONG WITH; 9. 0.45 acre more or less (IC 1-17-08409 or 1-16825) BEGINNINGAT POINT “A”, THENCE SOUTH 66°53°14” WEST, A DISTANCE OF 92.03 FEET; THENCENORTH 89°01°08 WEST, A DISTANCE OF 102.58 FEET; THENCENORTH 43°14°28” WEST, A DISTANCE OF 125.05 FEET: THENCE SOUTH 89°51°32” EAST, A DISTANCE OF 270.19 FEET: THENCE SOUTH 02°44°39” EAST, A DISTANCE OF 56.12 FEET TO THE POINT OF BEGINNING. CONTAINING: 19,498 SQ. FT. 0.45 ACRES MORE OR LESS EXHIBIT B to WSDOT-Port Property Exchange Agreement Legal Descriptions ofWSDOT-owned parcels to be conveyed in fee to Port 1. 2.32 acres more or less (IC 1-17-03329) That portion of Tract “X” described as follows: Beginning at a point opposite Highway Engineer’s Station (hereinafter referred to as HES) N-E 14+50 on the N-E Ramp line survey of SR 518, Riverton Heights: SR 509 to SR § and 60 feet Southeasterly therefrom; thence Northeasterly parallel with said line survey to a point opposite HES N-E 19+50; thence Northeasterly to a point opposite HES NE 22+00 on said N-E Ramp line survey and 87 feet Southeasterly therefrom; thence Easterly to a point opposite HES N—E 23+70 on said line survey and 105 feet Southerly therefrom; thence Southeasterly to a point opposite HES PHS 422+70 on the PHS line survey of said highway and 62 feet Northwesterly therefrom; thence Southwesterly to a point opposite HES PHS 420+03 on said PHS line survey and 63 feet Northwesterly therefrom; thence Southwesterly to a point opposite HES BR 18+00 on the BR Ramp line survey of said highway and 60 feet Southerly therefrom; thence Westerly to a point opposite HES BR 19+00 on said BR Ramp line survey and 70 feet Southwesterly therefrom; thence Northwesterly parallel with said BR Ramp line survey to a point opposite HES BR 20+30; thence Northwesterly to a point opposite HES N—E 19+50 on the N-E line survey of said highway and 90 feet Southeasterly therefrom; thence Southwesterly to the point ofbeginning. Tract “X” Parcel 1 Lots 6, 7 and 8 Block 2 of Lowe’s Terrace No. 14, according to the plat recorded in Volume 56 of Plats, page 67, records of King County. Parcel 2 The Southeast quarter of the Southeast quarter of Section 21, Township 23 North, Range 4 East, W.M. Parcel 3 The Southwest quarter of the Southwest quarter of Section 22, Township 23 North, Range 4 East, W.M. 2. 3.76 acres more or less (IC 1-17-07989) That portion of the hereinafter described Tract “X” lying within a tract of land described as: Beginning at a point opposite Highway Engineer’s Station (herein after referred to as HES) S. 160th St. 8+78 on the S. 160th St. line survey of SR 518, Riverton Heights: SR 509 to SR 5 and 30 feet Northerly therefrom; thence Northeasterly, parallel with the A.S.R. line survey of said highway to a point opposite HES ASR 140+15.90 on said A.S.R. line survey and 35 feet Southeasterly therefrom; thence Southeasterly to a point opposite HES N-W 227+21.64 on the N-W line survey of said highway and 54.16 feet Southeasterly therefrom; thence Southwesterly to a point opposite HES N-W 228+83.45 on said N-W line survey and 50.23 feet Southeasterly therefrom; thence Southwesterly to a point opposite HES N-W 229+57.69 on said N-W line survey and 68.05 feet Southeasterly therefrom, thence Southwesterly to a point opposite HES N-W 229+78.09 on said N-W line survey and 75.48 feet Southeasterly therefrom; thence Southwesterly to a point opposite HES S. 160th St. 13+48.33 on said S. 160th St. line survey and 36.24 feet Northerly therefrom; thence Westerly to a point opposite HES S. 160th St. 13+12.19 on said S. 160th St. line survey and 30 feet Northerly therefrom; thence Westerly, parallel with said S. 160th St. line survey, to the point of beginning. Tract “X” Parcel 1 The Southeast quarter of the Southeast quarter of Section 21, Township 23 North, Range 4 East, W.M. Parcel 2 The Southwest quarter of the Southeast quarter of Section 21, Township 23 North, Range 4 East, W.M. Parcel 3 Lot 1 and Lots 3 through 9 inclusive, Glenroy Acres, according to the plat recorded in Volume 51 of Plants, page 82, records of King county, Washington. Parcel 4 28™ Ave. South as shown on the Plat of Glenroy Acres, according to the plat recorded in Volume 51 of Plants, page 82, records of King county, Washington. 3. 0.25 acre more or less (IC 1-17-07993) That portion of the hereinafter described Tract “X” lying within the following described tract of land: Beginning at a point opposite Highway Engineer’s Station (hereinafter referred to as HES) DMW 36+43.29 on the DMW line survey of SR 509, SR 99 to S. 188" St. Vic. and 68 feet Southeasterly therefrom; thence Northwesterly, parallel with said line survey, to a point opposite HES DMW 36+10; thence Northwesterly to a point opposite HES 883+24 on the SR 509 line survey of said highway and 378 feet Southeasterly therefrom; thence Northerly to a point opposite HES 885+48 on said SR 509 line survey and 344.76 feet Southeasterly therefrom; thence Southeasterly to the point ofbeginning. Tract X; That portion of the Northwest Quarter of the Southeast Quarter and the Southwest Quarter of the Northeast Quarter, all in Section 32, Township 23 North, Range 4 East, W.M, King County, Washington, lying within that certain parcel as deeded to the State of Washington under recording number 7203090277. EXHIBIT C-1 to WSDOT-Port Property Exchange Agreement Lease of 0.094 acres/4096 square feet (IC 1-17-07995) for soil nail retaining wall use [See attached lease] Revised 11/07 RES 420 AA 1-12230 IC 1-17-07995 SR 518: Riverton Heights: SR 509 to SR 5 AIRSPACE LEASE THIS IS AN AIRSPACE LEASE made and entered into between the WASHINGTON STATE DEPARTMENT OF TRANSPORTATION, (STATE), and THE PORT OF SEATTLE (PORT), a Washington Municipal Corporation (Lease). RECITALS A. The STATE owns fee title to certain real property located in SeaTac, Washington that is designated as highway right of way for State Route 518 (SR 518), a limited access highway facility, which was acquired with motor vehicle funds. B. The PORT desires to lease a portion of said SR 518 right of way for the purpose of installing subterranean tieback anchors (soil nails) within the right of way to support a wall constructec on POR”-owned real property located adjacent to the property to be leased. |G. Although the property subject to this Lease is part of the operating SR 518 highway, the PORT’s use of said property for subterranean tieback anchors, although not serving a highway purpose, have been determined to be compatible with the present operation and maintenance of SR 518, provided the PORT complies with the terms and conditions of this Lease. D. The pantids acknowledge that, with the STATE’s permission, the PORT accessed and made improvements to the property subject to this Lease prior to the execution of this Lease. E. The parties have entered into the Property Exchange Agreement by and between the Port of Seattle and the Washington State Department of Transportation (Exchange Agreement). The Exchange Agreement contemplates the exchange of real property interests including, but not limited to, the leasing of certain WSDOT-owned real property to the PORT as Page 1 of 28 AA 1-12230 IC 1-17-07995 Port of Seattle B. In the event the PORT does not install the tieback anchors at the location identified in Exhibit A, the parties agree to promptly amend Exhibit A by adjusting the size, location, and legal description of the Premises to conform to the “As-Built” drawings. The PORT shall be responsible for all costs associated with said amendment. 2. TERM. A. The term of this Lease shall be Twenty (20) years, commencing on the Recording Date. B. Recording Date means the date that the conveyance documents for the Property Interests identified at Exhibits A and B of the Exchange Agreement have been recorded at the King County Recorder’s Office. The parties shall, within five (5) business days of the Recording Date, complete and initial the following: The Recording date is: , 2009. Initials: STATE PORT 3. RENEWAL. This Lease may be renewed by the PORT for Two (2) additional Ten (10) year periods (Renewal Periods); Provided that; (A) the PORT is not in default and has not been in default during the term of this Lease; (B) there is no alternative public need for the Premises; (C) PORT’s continued use under this Lease does not impair the safety or operation of the STATE’s highway or facility, as solely determined by the STATE; and (D) the terms and conditions of] thisLease conform to then existing state policies or practices, laws, regulations and contracts or provided the PORT is willing to amend this Lease to bring it into compliance with such policies, practices, laws, regulations, and contracts. The Renewal Periods shall be on the same terms and tan as set forth herein, except as modified by any changes in policies, practices, laws, regulations or contracts and as reflectedin a written amendment signed by both parties. The PORT shallgive notice of its intent to renew this Lease for each Renewal Period at least Ninety (90) caleadar Hs, but not more than Six (6) months, prior to the expiration of this Lease, or any renewalthereof. 4. HOLDING OVER. In the event the PORT shall hold over or remain in possession of the Premises with the consent of the STATE after the expiration of the stated term of this Lease, or any written extension or renewal of the term of this Lease, such holding over or continued possession shall create a tenancy from month-to-month only, upon the same terms and conditions as are set forth herein; Provided, that the STATE or the PORT may, in addition to Page 3 of25 AA 1-12230 IC 1-17-07995 Port of Seattle E. For any payment periods for which rent is due for a partial month, the rent payment shall be pro-rated based on a thirty (30) day month. Likewise, for any month in which the balance of the Rent Credit is insufficient to pay the entire amount of the then rent due, the rental payment shall be paid by Rent Credit to the extent it covers the rent, and cash payment for the balance of the rent due. F. In the event the Lease expires or terminates before the Rent Credit is reduced to zero, the PORT shall have the option to apply the balance of the Rent Credit toward: (1) the cost of acquiring an easement on, over, and across the Premises; or (2) rent payments the PORT is obligated to pay the STATE pursuant to other leases, as agreed to in writing by the parties. G. In the event the PORT does not install the tieback anchors at the location identified in Exhibit A to this Agreement, and Exhibit A is amended as provided in Section 1.B, the rental rate shall be adjusted to reflect any changes in the size or location of the Premises, as amended. 6. RENT ADJUSTMENTS. A. Rent will be adjusted annually throughout the term of this Lease beginning one year from the Commencement Date of this Lease as follows: (1) four percent (4%) of the rent amount in effect at the time of the adjustment; or (2) at a minimum of five (5) years from the Commencement Date and every five (5) years following, the STATE may, at its option, adjust the annual rent in an amount that reflects changes in comparable rents as identified in an appraisal conducted by the STATE. The STATE shall give not less than thirty (30) calendar days prior written notice to the PORT that a Rent Adjustment has been made. This notice shall includethe amount ofthe adjusted Rent, and the date the new Rent is to become effective. B. On an annual basis and with each notice of a rent adjustment, the STATE shall provide written notice, current as of the date of the notice, containing the then current rent rate and the Rent Credit balance. C. Failure or refusal by the PORT to pay the adjusted rental rate upon receipt of the notice of rent adjustment shall constitute a default of this Lease for which the STATE may terminate with not less than five (5) calendar days prior written notice. Page 5 of 25 AA 1-12230 IC 1-17-07995 Port of Seattle 3) In the event that the PORT does not concur with the STATE’s determination of fair market value, the STATE and the PORT shall cooperate to reconcile the PORT’s and the STATE’s respective appraisals to arrive at an agreed-upon determination of fair market value. If after 90 calendar days from the date of receipt of the STATE’s determination of fair market value, the parties are not able to arrive at an agreed-upon determination of fair market value, the STATE shall engage an independent Member Appraisal Institute (MAI) appraiser selected by the STATE in consultation with the PORT (Joint Appraiser). Compensation and other costs associated with obtaining the services of the Joint Appraiser will be borne in equal parts by the parties. Within 180 calendar days of the engagement of the Joint Appraiser, or such longer time as required by the Joint Appraiser to complete the review, the STATE shall submit to the PORT the Joint Appraiser’s determination of fair market value. 6) The fair market determination of the Joint Appraiser shall be conclusive and binding on both parties provided that the Joint Appraiser’s determination is not more than the higher value nor less than the lower value previously determined by the STATE and the PORT. If the value determined by the Joint Appraiser is higher than either of the values previously determined by the STATE and the PORT, the parties agree that the fair market value of the easement shall be equal to the PORT’s or the STATE’s previous determination, whichever was higher. If the value determined by the Joint Appraiser is lower than either of the values previously determined by the STATE and the PORT, the parties agree that the fair market value of the easement shall be equal to the PORT’s or the STATE’s previous determination, whichever was lower. 8. RENT PAYMENTS PAYABLE TO: 1 i Washington State Departthent ofTransportation. Mail payments to: DEPARTMENT OF TRANSIORTATION Attn.: Assistant Director, Property Management Program 243 Israel Rd. S.E., Tumwater, WA 98501 P. O. Box 47339 Olympia, WA 98504-7339 9. CHARGE FOR LATE PAYMENT, NSF CHECKS. A. If any sums payable to STATE under this Lease are not received by the Fifth (5) day following its due date, the PORT shall pay STATE, in addition to the amount due, for the cost of collecting and handling such payment, an amount equal to the greater of One Hundred and no/100 Dollars ($100.00) or Five Percent (5%) of the delinquent amount. In Page 7 of 25 AA 1-12230 IC 1-17-07995 Port of Seattle 4) Immediately, upon written notice, if a receiver is appointed to take possession of the PORT’s assets, the PORT makes a general assignment for the benefit of creditors, or the PORT becomes insolvent or takes or suffers action under the Bankruptcy Act; (5) Upon not less than Ninety (90) calendar days prior written notice, unless an emergency exists, as determined by the STATE, then immediately, if the STATE determines that it is in the best interest of the STATE to terminate this Lease; or (6) Upon not less than Thirty (30) calendar days prior written notice if the Premises has been abandoned, in the STATE’s sole judgment, for a continuous period of Ninety (90) calendar days. B. Waiver or acceptance of any default of the terms of this Lease by the STATE shall not operate as a release of the PORT’s responsibility for any prior or subsequent default. C. If the PORT defaults on any provision in this Lease, such as, but not limited to, the timely payment of rent, Three (3) times within a Twelve (12) month period, the third default shall be deemed “non-curable” and this Lease may be terminated by the STATE on not less than Thirty (30) calendar days written notice. 11. TERMINATION BY PORT. The PORT may terminate this Lease without penalty or further liability as follows: A. Upon not less than Ninety (90) calendar days prior written notice for any reason; B. Upon not less than Thirty (30) calendar days prior written notice, if the STATE defatilts and fails toctire such default within that Thirty (30) day period, or such longer period, as may be reasonablydetermined by the PORT, if the STATEis diligently working to cure the default; or C. Immediately, upon written notice, if in the PORT’s judgment the Premises is destroyed or damaged so as to substantially and adversely affect PORT's authorized use of the Premises. 12. REIMBURSEMENT OF PREPAID RENT. All rent for the Premises prepaid beyond the effective termination date will be retained by the STATE; Except, that if the STATE terminates this Lease as provided in Section 10.A (5) above, or if the PORT terminates Page 9-of 25 AA 1-12230 IC 1-17-07995 Port of Seattle 17. ENVIRONMENTAL REQUIREMENTS. A. The PORT represents, warrants and agrees that it will conduct its activities on and off the Premises in compliance with all applicable environmental laws. As used in this Lease, “Environmental Laws” means all federal, state and local environmental laws, rules, regulations, ordinances, judicial or administrative decrees, orders, decisions, authorizations or permits, including, but not limited to, the Resource Conservation and Recovery Act, 42 U.S.C. § 6901, et. seq., the Clean Air Act, 42 U.S.C. § 7401, et seq., the Federal Water Pollution Control Act, 33 U.S.C. § 1251, et seq., the Emergency Planning and Community Right to Know Act, 42 U.S.C. § 11001, et seq., the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601, et seq., the Toxic Substances Control Act, 15 U.S.C. § 2601, et seq., the Oil Pollution Control Act, 33 U.S.C. § 2701, et seq., and Washington or any other comparable local, state, or federal statute or ordinance pertaining to the environment or natural resources and all regulations pertaining thereto, including all amendments and /or revisions to said laws and regulations. B. Toxic or hazardous substances are not allowed on the Premises without the express written permission of the STATE and under such terms and conditions as may be specified by the STATE. For the purposes of this Lease, “Hazardous Substances,” shall include all those substances identified as hazardous under the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601, et seq., and the Washington Model Toxics Control Act, RCW 70.105D et seq., including all amendments and/or revisions to said laws and regulations, and shall’ include. gasoline ‘and other petroleum products. In the event such permission is granted, the disposal of suc! materials must be done in a legal manner by the PORT. C. The PORT agrees to cooperate in any environmental investigations conducted by STATE staff or independent third parties where there is evidence of contamination on the Premises, or wherethe STATE is directed to conduct such audit by an agency or agencies having jurisdiction. The PORT will reimburse the STATE for the cost of such investigations, where the need for saidjiivestigation is determined to be caused by the PORT’s operations. The PORT will provide the STATE with notice of any inspections of the Premises, notices of violations, and orders to clean up contamination. The PORT will permit the STATE to participate in all settlement or abatement discussions. In the event that the PORT fails to take remedial measures as duly directed by a state, federal, or local regulatory agency within Ninety (90) calendar days of such notice, the STATE may elect to perform such work, and the PORT covenants and agrees to reimburse the STATE for all direct and indirect costs associated with the STATE's work where those costs are determined to have resulted from the PORT’s use of the Page 11 of 25 AA 1-12230 IC 1-17-07995 Port of Seattle facilities prior to any excavation. PORT shall contact the STATE and call the Underground Utility Locating Service, or its successor organization, as part of its efforts to ascertain any and all owners of underground utility facilities and to locate the utility. The PORT shall not damage legally installed underground utilities. PORT shall comply with all applicable provisions of Chapter 19.122 RCW relating to underground facilities. 19. USE OF RIGHT OF WAY UNDER OR ADJACENT TO STRUCTURE. A. The PORT agrees to provide protection against likely causes of damage arising from the PORT’s use of the Premises to all retaining walls and to piers exposed to such potential damage under any elevated highway structure existing on the Premises. Such wall and pier protection shall be provided to the satisfaction of the STATE prior to occupancy. B. The PORT shall not weld any metal object to any metal member of any metal structure, nor drill or rivet into nor otherwise fasten anything to any pier or beam on any concrete, metal, or wood structure without the STATE’s specific written approval of detailed drawings for such welding, riveting, drilling, or fastening. C. The PORT shall at its own expense, and upon prior written approval from the STATE, make any provisions it deems necessary to protect users of the proposed facility from any hazards resulting from use and operation ofthe highway. 20. TAXES, ASSESSMENTS, AND UTILITIES. The PORT agrees to pay all assessments that benefit the Premises and/or which may hereafter become a lien on the interest of the PORT in accordance with RCW 79.44.010. The PORT also agrees to pay all taxes that may hereafter Ee levied or imposed upon the interest of the PORT or by reason of this Lease. The PORT] is responsible for ahd agrees to pay the cost of utilities, including, but not limited to, surcharges, fuel adjustments, rate adjustments and taxes that serve the Premises. 21. LIENS. A. Nothing in this Lease shall be deemed to make the PORT the agent of the STATE for purposes of construction, repair, alteration, or installation of structures, improvements, equipment, or facilities on the Premises. The PORT acknowledges that the STATE may not, and shall not, be subject to claims or liens for labor or materials in connection with such activities by the PORT. B. The PORT shall at all times indemnify and hold harmless the STATE from all claims for labor or materials in connection with construction, repair, alteration, or Page 13 of 25 AA 1-12230 IC 1-17-07995 Port of Seattle shall increase the policy limits at its sole cost, when and if the STATE deems it necessary due to the PORT’s use of the Premises. B. The PORT assumes all obligations for premium payment, and in the event of nonpayment, the PORT is obligated to reimburse the STATE the cost of maintaining the insurance coverage and any legal fees incurred in enforcing such reimbursement should PORT fail to pay the policy premiums. C. Coverage, if obtained by the PORT in compliance with this section, shall not be deemed as having relieved the PORT of any liability in excess of such coverage. D. In the event the PORT, after commencement of this Agreement, elects to terminate its self-insured status and secure commercial liability coverage, the PORT will promptly notify the STATE, and provide a certificate of insurance from an insurer licensed to conduct business in the State of Washington, in the amounts and types as set forth in Section 23.A. above. Further, the PORT shall provide a certificate of insurance within Ten (10) calendar days of receiving a written notice from WSDOT for an increase in the coverage amounts. 24. HOLD HARMLESS/INDEMNIFICATION. A. The PORT, its successors and assigns, will protect, save, and hold harmless the STATE, its authorized agents and employees, from all claims, actions, costs, damages, or expenses of any nature whatsoever by reason of the acts or omissions of the PORT, its assigns, subtenants, agents, contractors, licensees, invitees, employees, or any person whomsoever, arising out of or in connection with any acts or activities related to this Lease, whether those claims, actions, costs, damages, or expenses result from acts or activities occurring on oroff the Premises. The PORT further agrees to defend the STATE, its agents or employees, in any litigation, including payment of any costs: or attorney’s fees, for any claims or actions commenced, arising out of,or in connection with acts or activities related to this Lease, whether those claims, actions, costs, damages, or expenses result from acts or activities occurring on or off the Premises. This obligation shall not include such claims, actions, costs, damages, or expenses which may be caused by the sole negligence of the STATE or its authorized agents or employees; provided, that if the claims or damages are caused by or result from the concurrent negligence of (a) the STATE, its agents or employees and (b) the PORT, its assigns, subtenants, agents, contractors, licensees, invitees, employees, or involves those actions covered by RCW 4.24.115, this indemnity provision shall be valid and enforceable only to the extent of the negligence of the PORT or its assigns, subtenants, agents, contractors, licensees, invitees, employees. Page 15 of25 AA 1-12230 IC 1-17-07995 Port of Seattle adjacent highway facility or the operation thereof. In addition, the design, occupancy, or use of any improvement shall not interfere with the use, safety, appearance, nor the enjoyment of the highway facility nor produce fumes, vapors, odors, drippings, droppings, or discharge of any kind. C. The PORT shall provide the STATE with two sets of complete plans, details, and specifications and any revisions thereto for grading and all improvements proposed to be placed on the Premises. No work shall be done without the prior written approval of such plans by the STATE. All construction work shall be done in conformity with the plans and specifications as approved. The STATE may take any action necessary, including directing that work be temporarily stopped or that additional work be done, to ensure compliance with the plans and specifications, - protection of all parts: and elements of the highway facility, and compliance with the STATE’s construction and safety standards. The improvements shall be designed and constructed in a manner that will permit access to the highway facility for the purpose of inspection, maintenance, and construction by the STATE. D. The PORT expressly acknowledges and agrees that the STATE’s rights under this Lease to review, comment on, disapprove and/or accept designs, plans specifications, construction, or installation: (1) exist solely for the benefit and protection of the STATE, (2) do not create or impose upon the STATE any standard or duty of care toward PORT, all of which are hereby disclaimed, (3) may not be relied upon by PORT as having satisfied any and all applicable standards and requirements, and (4) may not be asserted, nor may the STATE’s exercise or failure to exercise any such rights be asserted, against the STATE by the PORT as a defense, legal or equitable, to PORT’s obligation to fulfill such standards and requirements and regardless ofany accep-ance ofwork by the STATE. | 27. NONCOM-PLETION OF CONSTRUCTION. In the event that this Lease authorizes the construction of improvements, unless the time or times for completion are extended in Wing by the STATE, the STATE may, at its option, terminate this Lease, without penalty or further liability 'f: A. Construction of the improvement is not begun within Six (6) months of the Commencement Date; and B. Construction of the improvement is not prosecuted to completion with reasonable adherence to a construction schedule that allows not more than Twenty Four (24) months from the start to the finish of construction. Page 17 of 25 AA 1-12230 IC 1-17-07995 Port of Seattle generated by such unauthorized use. The STATE shall set the amount of said share and its decision shall be final and binding. The STATE may demand such share at any time during the term of this Lease. The PORT agrees to pay said share retroactively to the date the unauthorized third-party use commenced. Furthermore, such unauthorized assignment shall not relieve the PORT from all of its obligations under this Lease, including, but not limited to, the payment of rent and the maintenance of insurance. Further, PORT shall execute an assignment as provided above within Ten (10) calendar days ofthe date the STATE approves the assignment. D. Transfer of ownership or control of the abutting property owned or controlled by the PORT to a third party may be understood to serve as an assignment of the Lease and such assignment requires the STATE’s prior written approval of such assignment, which approval will not be unreasonably withheld. The PORT shall notify the STATE of the transfer within Thirty (30) calendar days after closing or change of control in the PORT’s property and request approval of the assignment of this Lease. 31. PERFORMANCE BY STATE. A. If the PORT defaults in the performance or observation of any covenant or agreement contained in this Lease, the STATE, without notice if deemed by the STATE that an emergency exists, or if no emergency exists, with Thirty (30) calendar days prior written notice, may direct PORT to stop work and may itselfperform or cause to be performed such covenant or agreement and may enter upon the Premises for such purpose. Such emergency shall include, but not be limited to, endangerment of life, the highway facility or failure of PORT to obtain in a timely manner the specified insurance coverage. PORT shall reimburse the STATE the entire cost and expense ofsuch performance by the STATE within Thirty (30) calendar days of the date of the STATE’s invoice. Any act or thing done by the STATE under the provisions of this section shall not be construed as a waiver of any agreement or condition herein contained or the performance thereof. B. “n the event the STATE does not receive from the PORT any reimbursement as required in this Lease, the parties agree that in lieu of such cash payment the STATE may deduct the amount of the reimbursement plus late payment fees, as provided in Section 9, from the Rent Credit. 32. DISPOSITION OF IMPROVEMENTS. Except as provided elsewhere herein, upon termination of this Lease under any provision hereof, the improvements constructed by the PORT on the Premises shall become the property of the STATE or, at the option of the STATE, shall be removed by the PORT at the PORT's expense in a manner prescribed by the STATE. In the event the PORT fails to remove said improvements upon termination, the STATE may Page 19 of 25 AA 1-12230 IC 1-17-07995 Port of Seattle 36. BINDING CONTRACT. This Lease shall not become binding upon the STATE unless and until executed for the STATE by the Secretary of Transportation or her duly authorized representative. 37. ATTORNEYS’ FEES. In the event of any controversy, claim, or dispute arising out of this Lease, each party shall be solely responsible for the payment of its own legal expenses, including but not limited to, attorney’s fees and costs. 38. MODIFICATIONS. This Lease contains all the agreements and conditions made between the parties hereto pertaining to the rental of the Premises herein described and may not be modified orally or in any other manner other than by a written agreement signed by all parties hereto. The receipt of rent by the STATE, with knowledge of any breach of this Lease by the PORT, and/or with knowledge of any default on the part of the PORT shall not be deemed to be a waiver of any provision of this Lease. Failure on the part of the STATE to enforce any covenant or provision herein contained shall not discharge or invalidate such covenant or provision or affect the right of the STATE to enforce the same in the event of any subsequent breach or default. 39. INTERPRETATION. This Lease shall be governed by and interpreted in accordance with the laws of the State of Washington. The titles to paragraphs or sections of this Lease are for convenience only and shall have no effect on the construction or interpretation of any part hereof. 40. SEVERABILITY. In case any one or more of the provisions contained in this Lease shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Lease ‘shall be construed as ‘f such invalid, illegal or unenforceable provision had never been contained hérein. | 41. VENUE. The PORT agrees that the venue of any action or suit concerning this Lease shall be in the Thurston County Superior Court and all actions or suits thereon shall be brought therein, unless applicable law requires otherwise. 42. TOTALITY OF AGREEMENT. It is understood that no guarantees, representations, promises, or statements expressed or implied have been made by the STATE except to the extent that the same are expressed in this Lease. Page 21 of 25 AA 1-12230 IC 1-17-07995 Port of Seattle Signatures: Accepted and Approved by: PORT OF SEATTLE WASHINGTON STATE DEPARTMENT OF TRANSPORTATION By: By: Tay Yoshitani Mike Palazzo Chief Executive Officer Director, Real Estate Services Dated: Dated: APPROVED AS TO FORM APPROVED AS TO FORM By: By: Soojin E. Kim Patricia K. Nightingale Senior Port Counsel Assistant Attorney General , 2009 , 2009 Page 23 of 25 AA 1-12230 IC 1-17-07995 Port of Seattle STATE AGENCY ACKNOWLEDGMENT STATE OF WASHINGTON ) ) ss COUNTY OF THURSTON ) On this day of , 2009 before me personally appeared Mike Palazzo, to me known to be the duly appointed Director, Real Estate Services, and that he executed the within and foregoing instrument and acknowledged the said instrument to be the free and voluntary act and deed of said State of Washington, for the uses and purposes therein set forth, and on oath states that he was authorized to execute said instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day of , 2009. (Signature) (Print or type name) Notary Public in and for the State of Washington residing at My commission expires Page 25 of 25 DODO T23N. R4E. WM. KELLY-KAY ALD, ange I =WASH, m~318(} GLENRCY ACRES LOWES TERRACE NO. 4 MARCKX FIRST ADD coe Sura ownersPS ) RIVERTON #1 STATION p 7 7 L REL Name outv ou . £319:23.53 40000 157.22" 34.06 rsono HT ME 3000.00" J2ISHTS S36'03°A%_Z00000' Panne) SeaShoal No. 5 oir 113 33 2304 5. $ _[-60/6__fpssePotdisite S160 3766 SSL ” 8060| 1.760 "555 S187 26%/9°96 350.00 /#4. 2279. 728 30_ st 1-647 bt ofSealife INTERCHANGENFER \ - n,000| 4980 2,830 * as 7-60/8 Sine. PetolSenliie 7,050 720 1138 r'; »jpn ~via,J . N x HATH, TRRAAT vr Se He =} 7-023 Hove +4, 670| Le : . : 6024 Jaihsmn : ee Rvasmte 1,200 116,110 | 7 QE to J re mee hue dar - i legen ite - Steet 3 Le { emp NA, | ECVJackson See SheatWed E-, NS » : . _(4027 85° y or - - 71-6037. 53,650 43,60 F & GOWaih NtolSmitle 1 | | y C238 Leal EEL Rtotsintie 37, 560 37, 360 y if a nee IFT = kody Trt otsate 8,700 8,70 “ ol: Wafoneba Wrst ls 40 11,400 § g 3 y 3 oy Ho. 3 aR 6H /-é047 RedonPutof Suttle 11,410 11.40 4 2] d= | | 3 21-4042 [ustofSealy 176.000 35700 T6300 WS “SE 1 I 4 | f 3/6045 Mf tdsaete 655 fe ; : 20,000 9,345 Sg FNL | x —o—, [6096 Yarns Write 10,160 6590 3370 Silla ! f- 2 ee 21-6087 mp Rddsene 7,460 1300 4140 = 1-648 Meh Radwene 1 14,000 13,670 330 Sa i HAY \ (-6049_ Rbdsatle 100, e30_ 90480 ~~14,000 14,000 i t 2 i IT1G0507 Mghp Retsuaitie | PA ’ 10,756 4 Ar r-sas1 _ M1307 15480 25650 | CF xr /- Sa Seollle, 2{1a0 8] 2200 3 4,160 ) ! 9,840 ’ 5 17-6053 Al:iSeatlle " 2 71-6054 PortofSeattle 8,520 3,520 7 : J 17-6055 Bopdafe-Aas 12,500 12,500 i 51 ! 1-6056 - Brom et atseatia 1330 I. 830 Hs 7-605, —_ ia 3 i FS Veoh Ese Cie ewA — on S| ! 3 1-6059 yerer 1,680 } 1.680 139ge ig EN 71-6060 Cochran 72,320 ie 3 8 12,320 1-606! floppgmNtarany 3,750 9,230 4 SWISEH Sue90 wm 33 L dP . tomas55s ie Sm ne ld] p41) 380 ) = €ase ” > I€mises Moatver see Shee Jae § : 51-6089 Purp ofSwot 11380 8400 38.800 | 1-6092 Thompson 2/,620 12,050 3, S70 [Joan v= ! | Found Sec. Cor. i dad| Cosed tingCaMan. ExhibitORINIFE]"A ” v or mje vel Kira wn esti tent Vmts 4 ee Ens BET i= : WOFG54E~ Page1 08 1 f 2 Honiteet / 3 3 5.60 S% 26424006 Y 5.01451.0400.00 rl ¥ n1he Findings rdar issu 3 / Access 10lo be ProhibitedJ Thus amin . poRO. § Sta W-S208, 61. 74 /sscoth _fp Show» Por | | AA 1-12230 HighwayComunission onSept26,1988.FSFadnsecud Orda uvuadbah 5.0601 St 10# 76.78 an | [D1e0MH 13183 Property Ownershp MNombers (ed)- 3 mrOrAMD| perp. || — 8 pet ne IC 1-17-07995 510th5. 12+3865 FOL (70TH) | | lsseomh s2¢7260.20 SR 518 3 5%2 ) MP 0.39TO MP 3.10 ww 3 S 1604 11404.28POT=| | sr6om 1203592 £0c. po ° 3% 2 3 Ws/99 £5200 POT | N-W 230 +76.84 ROT. scar wm reer RIVERTONbe : SRS09TOSR 5 RIN ssonpiers pe | ' #+62.83 RC. iE . LBA . % 3 s ACCESS NOTE 518SIE ne . owerTE | Troffic movement will be permitted WASHINGTONSTATS MIGKWAY COMMISION Je Yield over Phe hiphway af 5. /60% Street EE [eg Sta WS 199452.00¢Sho.N-W230+76B84. 13mnion [FO | : ferret “ly p sea hn Nan. 9d Ln sar 9 >109sans emigre ror Lied pocens Contras By we Ransrhon Me.2%,So 1088 SYDAORUP $ PARCEL AHO ASSOCIATES, INC. 5, 10 Nu WSDOT PROPERTY ACTION 7 AN [™PROPERTY DEDICATION TO WSDOT FUTURE PERMANENT EASEMENT FROM WSDOT AREA TO BE DETERMINED — FOR SOIL NAIL WALL. — PREMISE AREA = 256' x 16’ = 4096 sqft NN EXRAMPTOTERMINAL___ ANN0 —— PROPERTY ACQUISITION FROM WSDOT SEE POS ORAWING TITLED “PARCEL 1" DATED 7/16/2007 / - J .- a AEPF _ . NN. _ 7 Exhibit "A" Page 2 of 2 AA 1-12230 IC 1-17-07995 Btnpray X08 7 1023 EAM CALL 2 DAYS BEFORE YOU DIG 1-800-424-5555 de om... A-Me 1601FH Avonwe,Site1800 Seailla Weshihpien38101-3633 200) 622-3822 Fax(206) 422-8130 nex ma WSDOT PROPERTY ACTION oD HUla-gY-cldl Usicl FromiHcauvisition Fax Seattle-Tacoma Exhibit "B" POBoxberzr ATED Keullle. WA BRIKH Page1o f1 Port Bl?A— Tel (208) 433-6368 AA 1-12230 Fax: (206) 431-5612 of Seattle IC 1-17-07995 wo pec thest The Port of Scattle (PORT), its successors and assigns, will protect, save, and hold harmicss the Washinglon State Department of ‘Transportation (WSDOT), its authorized agents and employees, from all claims, actions, costs, damages, or expenses of any nature whatsoever by reason of the acts or omissions of the PORT, its assigns, subtenants, agents, contractors, licensees, invilees, employees, or any parson whomsoever, arising out of or in connection with any acts or activities related to the PORT's work, whether those claims, actions, costs, damages, or expenses tesult from acts or activitics occurring on or off the Premises to be leased. The PORT further agrees to defend WSDOT, its agents or cmployees, in any litigation, including payment of any costs or attorney’s fees, for any claims or actions commenced, arising out of, or in connection with acts or activities related to the PORT's work and usc of the Premises, whether those claims, actions, costs, damages, or expenses result from acts or activities occurring on or off the Premises. This obligation shall not include such claims, actions, costs, damages, or expenses which may be caused by the sole negligence of the WSDOT or its authorized agents or employees; provided, that if the claims or damages are caused by or result from the concurrent negligence of (a) the WSDOT, ils agents or employees and (b) the PORT, its assigns, subtenants, agents, contractors, licensees, invitees, employees, or involves those actions covered by RCW 4.24.1135, this indemnity provision shall be valid and enforceable only to the extent of the negligence of the PORT or its assigns, subtenants, agents, contractors, licensecs, invitees, employees. B. The indemnification provisions contained herein shall survive the completion of PORTs work. ——F Name:«= Cg Zl“TESo FA } Date: idtye Title: A y EXHIBIT C-2 to WSDOT-Port Property Exchange Agreement Lease of 20,089 square feet (IC 1-17-07206) for the Third Runway north approach lighting system [See attached lease for Third Runway north approach lighting system use) Revised 11/07 RES 420 AA 1-12547 IC 1-17-07206 SR 518: Riverton Heights: SR 509 to SR 5 AIRSPACE LEASE THIS IS AN AIRSPACE LEASE made and entered into between the WASHINGTON STATE DEPARTMENT OF TRANSPORTATION, (STATE), and THE PORT, OF SEATTLE (PORT), a Washington Municipal Corporation (Lease). RECITALS A. The land and premises to be leased were purchased in fee by the STATE, for highway rights of way, with Site Motor Vehicle Funds and Federal Aid highway funds, and are not presently needed exclusively for highway purposes. B. Pursuan: to an Airspace Lease entered into by and between the STATE and the United States Government, acting by and through the Federal Aviation Administration (FAA), executed by FAA on April 26, 2006, and executed by the STATE on April 28, 2006 (FAA Lease), FAA leased the premises to be leased from the STATE to construct, operate, and maintain an approach light system tower and catwalk system for the Seattle-Tacoma Airport Third Runway (Improvements). C. The STATE has deemed the use of the premises to be leased as an approach light system tower and catwalk system for the Seattle-Tacoma Airport Third Runway, as further detailed in the FAA Lease, to be compatible with the current and reasonably foreseeable highway purpose use. The Federal Highway Administration (FHWA) concurs with the determination. D. By separate agreement FAA has delegated to the PORT and the PORT has accepted FAA’s obligations to operate and maintain the Improvements in conjunction with the operation of the Seattle-Tacoma International Airport. Page | of 28 AA 1-12547 IC 1-17-07206 Port of Seattle E. Concurrent with the execution of this Lease the FAA Lease is terminated. F. Concurrent with the execution of this Lease, the parties entered into the Property Exchange Agreement by and between the Port ofSeattle and the Washington State Department of Transportation (Exchange Agreement). The Exchange Agreement contemplates the exchange of real property interests including, but not limited to, the leasing of certain STATE- owned real property to the PORT as part of the consideration for the STATE’s fee acquisition of PORT-owned real property interests. The terms and conditions of said leases were attached to the Exchange Agreement as exhibits. This Lease was attached as Exhibit C-2 to the Exchange Agreement. The parties agreed in the Exchange Agreementthat the consideration for a portion of the initial 20-year term of this Lease would be in the form of a lump sum payment in the amount of $233,441.81. This lump sum payment would be offset against the STATE payment due to the PORT for the amount by which the cumulative fair market values of the Property Interests conveyed by the PORT to the STATE exceeds the cumulative fair market values of the Property Interests conveyed by the STATE to the PORT (Excess Value). . The Exchange Agreement further provides that in the eyent the exchange of property interests does not occur, the PORT would be obligated to compersate tae STATE for rent due for the PORT’s use of the property subject to this Lease. G. The terms and conditions of the Exchange Agreement warranting the execution of this Lease have been met to the satisfaction ofboth parties. H. The STATE is granted authority to lease property under RCW 47.12.120, and the STATE deems it to be in the public interest to enter into this Lease. L The parties acknowledge that it is the intent of the parties to replace the PORT’s leasehold interest in the property subject to this Lease with an easement interest, with a term not to exceed 50 years, prior to the expiration of the initial term of this Lease. AGREEMENT NOW, THEREFORE, in consideration of the terms, conditions, covenants and performances contained herein, IT IS MUTUALLY AGREED THAT: 1. PREMISES. The STATE does hereby lease to the TENANT, and the TENANT does hereby lease from the STATE, the premises (Premises) comprised of approximately 20,089 square feet in size located in the Northeast Quarter of the Northeast Quarter of Section 20, Page 2 of26 AA 1-12547 IC 1-17-07206 Port of Seattle Township 23 North, Range 4 East W.M., King County and known to be a portion of the highway right of way of SR 518, Riverton Heights: SR 509 to SR 5, Sheet 2 of 9 Sheets and as further described or shown hachured on Exhibit A, attached hereto and by this reference incorporated herein. 2. TERM. A. The term of this Lease shall be Twenty (20) years, commencing on the Recording Date. B. Recording Date means the date that the conveyance documents for the Property Interests identified in Exhibits A and B of the Exchange Agreement have been recorded at the King County Recorder’s Office. The parties shall, within 5 business days of the Recording Date, complete and initial the following: The Recording Date is 2009. , Initials: STATE PORT 3. RENEWAL. This Lease may be renewed by the PORT for Two (2) additional Ten (10) year periods (Renewal Period); Provided that; (A) the PORT is not in default and has not been in default during the term of this Lease; (B) there is no alternate public need for the Premises; (C) the PORT’s continued use under this Lease does not impair the safety or operation of the STATE’s highway or facility, as solelyldetermined by the STATE; and (D) the terms and conditions of this Lease conform to then existing state policies or practices, laws, regulations and contracts, or provided the PORT is willing to amend this Lease to bring it into compliance with such policies, practices, laws, regulations, and contracts. The Renewal Period shall be on the same terms and conditions as set forth herein, except as modified by any changes in policies, practices, laws, regulations or contracts and as reflected in a written amendment signed by both parties. The PORT shall give notice of its intent to renew this Lease for each Renewal Period at least Ninety (90) calendar days, but not more than Six (6) months, prior to the expiration of this Lease, or any renewal thereof. 4. HOLDING OVER. In the event the PORT shall hold over or remain in possession of the Premises with the consent of the STATE after the expiration of the stated term of this Lease, or any written extension or renewal of the term of this Lease, such holding over or continued possession shall create a tenancy from month-to-month only, upon the same terms and conditions as are set forth herein; Provided, that the STATE or the PORT may, in addition to Page 3 of 26 AA 1-12547 IC 1-17-07206 Port of Seattle other remedies provided elsewhere herein, terminate this Lease for any reason with not less than Twenty (20) calendar days prior written notice. 5. RENT. A. The PORT covenants and agrees to pay rent for the Premises to the STATE in advance on or before the 1* day of each calendar month (cye date) during the entire term of this Lease. Rent shall be paid at the initial rate, subject to adjustment as hereinafter provided, of Eight Hundred Fifty and no/100Dollars ($850.00) pét month for rent, payable at the address designated under Section 8. In no event shall therent be less iid this initial amount. B. Upon the Recording Date, the PORT will becredited a lump sum rent credit in the amount of Two Hundred Thirty Three Thousand Four Hundred [Forty One and 81/100 Dollars ($233,441.81) (Rent Credit), the same amount will be deducted from the balance the STATE owes the PORT under the Exchange Agreement, and the STATE shall promptly send the PORT written notice of the then current rental rate. C. At such time as the Rent Credit balance is reduced to zero, the PORT shall make rental payment to the STATE in cash in the amount ofthe then current rental rate. D. For any payment periods for which rent is due for a partial month, the rent payment shall be pro-rated based on a thirty (30) day month. Likewise, for any month in which the balance of the Rent Credit is insufficient to pay the entire amount of the then rent due, the rental payment shall be paid by Rent Crecit to the extent it covers the rent and cash payment for the balance of the rent due. E. In the event the Lease expires or terminates before the Rent Credit is reduced to zero, the PORT shall have the option to apply the balance of the Rent Credit towards: (1) the cost of acquiring an easement on, over, and across the Premises; or (2) rent payments the PORT is obligated to pay the STATE pursuant to other airspace leases, as agreed to in writing by the parties. 6. RENT ADJUSTMENTS. A. Rent will be adjusted annually throughout the term of this Lease beginning one year from the Commencement Date of this Lease as follows: (1) four percent (4%) of the rent amount in effect at the time of the adjustment; or (2) at a minimum of five (5) years from the Commencement Date and every five (5) years following, the STATE may, at its option, adjust the annual rent in an amount that reflects changes in comparable rents as identified in an Page 4 of 26 AA 1-12547 IC 1-17-07206 Port of Seattle appraisal conducted by the STATE. The STATE shall give not less than thirty (30) calendar days prior written notice to the PORT that a Rent Adjustment has been made. This notice shall include the amount of the adjusted rental rate, and the date the new rental rate is to become effective. B. On an annual basis and with each notice of a Rent Adjustment, the STATE shall provide written notice, current as of the date of the notice, containing the then current rental rate and Rent Credit balance. C. Failure or refusal by the PORT to pay the adjusted rental rate upon receipt of the notice of rent adjustment shall constitute a default of this Lease for which the STATE may terminate with not less than five (5) calendar days prior written notice. 7. RIGHT TO ACQUIRE EASEMENT. A. The PORT hereby notifies the STATE of the PORT’s desire to obtain an easement on, over, and across the Premises covered by this:Lease. The STATE and the PORT hereby agree to use their best efforts to accomplish all tasks that are preliminary to granting the PORT an easement in lieu of this Leasewithin the time-frames specified below. Such tasks shall all be completed within five (5) years of the Recording Date and include but are not limited to the following: a) Within two (2) years of the Recording Date the STATE shall complete a disposal review of the P efnises and determine, in accordance with applicable law, regulations, and guidelines, whether disposal is'in the best interest of the STATE. Within fourteen (14) calendar days of making such a determination, the STATE shall notify the PORT in writing of said determination. 2) In the event WSDOT determines in accordance with Section 7.A (1) that the Premises may be disposed, STATE and PORT shall, within ninety (90) calendar days of said determination, shall prepare a mutually agreeable form of easement reflecting the terms and conditions of the easement for the Premises described in this Lease. Provided, however, the parties agree in advance of the negotiation of the form of easement that the use of the easement shall be limited to the uses authorized in this Lease. Within 60 calendar days of the Recording Date, the Parties shall also agree in writing on any other assumptions that will inform the appraisals of the fair market value of said easement. 3) Within 180 calendar days of the Recording Date, the STATE shall retain, at its sole cost and expense, a qualified appraiser to appraise the fair market value of the Page 5 of 26 AA 1-12547 IC 1-17-07206 Port of Seattle easement. Any instructions given with regard to the appraisal shall be consistent with the allowed use of Premises found in Section 15 and any other appraisal assumptions agreed to by the Parties. Within 360 calendar days of the Recording Date, the STATE shall review the appraisal and provide the PORT with a copy of the written appraisal report and the STATE'’s determination of fair market value. 4) Within 60 calendar days of receiving the STATE’s appraisal report and the determination of fair market value, the PORT shall obtain, at its sole cost and expense, a review appraisal of the STATE’s determination of fair market value and provide a written concurrence or detailed objection to said determination to the STATEWithin 60 calendar days of receipt of the STATE’s determination and supporting appraisal. (5) In the event that the PORT does not concurwi the STATE’s determination of fair market value, the STATE and the PORT shall cooperate to reconcile the PORT’s and the STATE’s respective appraisals to arrive at an agreed-upon determination of fair market value. If after 90 calendar days from the date of receipt of the STATE’s determination of fair market value, the parties are not able to arrive at an agreed-upon determination of fair market value, the STATE shall engage an independent Member Appraisal Institute (MAI) appraiser selected by the STATE in consultation with the PORT (Joint Appraiser). Compensation and other costs associated with obtaining the services ofithe Joint IAppraiser will be bornein equal parts by the parties. Within 180 calendar days of the engagement of the Joint Appraiser, or such longer time as required by the Joint Appraiser to complete the review, the STATE shall submit to the PORT the Joint Appraiser’s determination of fa'r market value. (6) ' The fair market determination of the Joint Appraiser shall be conclusive and binding on both parties provided that the Joint Appraiser’s determination is not more than the higher value nor less than the lower value previously determined by the STATE and the PORT. If the value determined by the Joint Appraiser is higher than either of the values previously determined by the STATE and the PORT, the parties agree that the fair market value of the easement shall be equal to the PORT’s or the STATE’s previous determination, whichever was higher. If the 'alue determined by the Joint Appraiser is lower than either of the values previously determined by the STATE and the PORT, the parties agree that the fair market value of the easement shall be equal to the PORT’s or the STATE’s previous determination, whichever was lower. 8. RENT PAYMENTS PAYABLE TO: Washington State Department of Transportation. Mail payments to: Page 6 of 26 AA 1-12547 IC 1-17-07206 Port of Seattle DEPARTMENT OF TRANSPORTATION Attn.: Assistant Director, Property Management Program 243 Israel Rd. S.E., Tumwater, WA 98501 P. O. Box 47339 Olympia, WA 98504-7339 9. CHARGE FOR LATE PAYMENT, NSF CHECKS. A. If any sums payable to STATE under this Lease are not received by the Fifth (5) day following its due date, PORT shall pay STATE, in addition to the amount due, for the cost of collecting and handling such payment, an amount equal to thé greater of One Hundred and no/100 Dollars ($100.00) or Five Percent (5%) of the delinquent amount. In addition, all delinquent sums payable by PORT to STATE and not paid within Five (5) calendar days of the due date shall, at STATE’s option, bear interest at the rate of Twelve Percent (12%) per annum, or the highest rate of interest allowable by law, whichever is greater; provided that if the highest rate allowable by law is less than Twelve Percent (12%), interest charged hereunder shall not exceed that amount. Interest on all delihquent amounts shall be calculated from the original due date to the date of payment. Also there shall be a charge for any check returned uncollectable in accordance with WAC 468-220-900. STATE and the PORT agree that such charges represent a } fair and reasonable estimate of the costs incurred b STATE by reason of late payments and uncollectable checks. i B. (The STATES acceptance of late payment charges and/or any portion of the overduepo Shall in no event constitutean accord and satisfaction, compromise of such payment, or a waiver of the PORTS default with respect to such overdue payment, nor prevent the STATE from exercisingany other rights and remedies granted in this Lease. : C. When a delinquency exists, any payments received will be applied first to the late payment charge and late payment fees, next to delinquent rent, and any balance remaining to the current month’s rent and Leasehold Excise Tax, if applicable. 10. TERMINATION BY STATE. A. The STATE may terminate this Lease, without penalty or further liability as follows: (1) Upon not less than Five (5) calendar days prior written notice to the PORT, if the PORT fails to cure a default for payment of amounts due under this Lease within that Five (5) day period; Page 7 of 26 AA 1-12547 IC 1-17-07206 Port of Seattle (2) Upon not less than Thirty (30) calendar days prior written notice to the PORT, if the PORT defaults, other than for non payment of rent, and fails to cure such default within that Thirty (30) day period, or such longer period, as may be reasonably determined by the STATE, if the PORT is diligently working to cure the default; 3) Immediately, upon written notice, if the STATE is required by court order, by legislative action, or by a governmental agency having jurisdiction to take some action, which would effectively prohibit the PORT’s use ofthe Premises; 4) Immediately, upon written notice, if a'receiver is appointed to take possession of the PORT’s assets, the PORT makes a general assignment for the benefit of creditors, or the PORT becomes insolvent or takes or suffers action under the kd Act; (5) Upon not less than Three Hundred Sixty-Five (365) calendar days prior written notice, unless an emergency exists, as determined by the STATE, then immediately, if the STATE determines that it is in the best interest of the STATE to terminate this Lease; or (6) Upon not less than Thirty (30) calendar days prior written notice if the Premises has been abandoned, in the STATE’s sole judgment, for a continuous period of Ninety (90) calendar days. B. The STATE reserves the right to terminate this Lease, in whole or in part, as providedin Section 10.A(5), when the Premises, or a portion thereof,is needed for a highway purpose. In recognition of the gritical peed and function that the Improvements, as that term is definedin RECITAL B playsin the operation of the Seattle-Tacoma International Airport, the Airport’s impact on the economic life of the region, and the substantial financial investment required to construct the Improvements, in the unlikely event the STATE determines it is necessary to relocate the Improvemens for a highway purpose, the parties shall work jointly and cooperatively to explore alternatives to relocation and methods to mitigation such relocation. In the event the parties are unable to reach a mutually satisfactory resolution, the matter shall be submitted to the Executive Heads of each agency for discussion and resolution. The Washington Secretary of Transportation is hereby designed as the Executive Head for WSDOT and the Managing Director of the Aviation Division is designated as such for the PORT. C. Except as otherwise agreed to in writing by the parties, in the event of a termination by the STATE under this Lease, the PORT shall be responsible for expenditures incurred due to the removal and/or relocation of the Improvements, as that term is defined in RECITAL B. Page 8 of 26 AA 1-12547 IC 1-17-07206 Port of Seattle D. Waiver or acceptance of any default of the terms of this Lease by the STATE shall not operate as a release of the PORT’s responsibility for any prior or subsequent default. E. If the PORT defaults on any provision in this Lease, such as, but not limited to, the timely payment of rent, Three (3) times within a Twelve (12) month period, the third default shall be deemed “non-curable” and this Lease may be terminated by the STATE on not less than Thirty (30) calendar days written notice. | 11. TERMINATION BY PORT. A. The PORT may terminate this Lease without penalty or further liability as follows: 1. Upon not less than Three Hundred Sixty-Five (365) calendar days prior written notice for any reason; 2. Upon not less than Thirty (30) calendar days prior written notice, if the STATE defaults and fails to cure such default wizin that Thirty (30) day period, or such longer period, as may be reasonably detetinined by the PORT, if the STATE is diligently working to cure the default; or 3. Immediately, upon written notice, ifin the PORT’s judgment the Premises is destroyed or damaged so as tosubstantially and adversely affect the PORT's authorized use of the Premises. B. In the even: of a termination by the PORT pursuant to Sections 11.A(1) and (3), the PORT shall be responsible for expenditures incurred due to removal and/or relocation of the Improvements, as that term is defined in RECITAL B. 12. REIMBURSEMENT OF PREPAID RENT. All rent for the Premises prepaid beyond the effective termination date will be retained by the STATE; Except, that if the STATE terminates this Lease as provided in Section 10.A (5) above, or if the PORT terminates pursuant to Section 11. B or C above, the PORT shall be entitled to a pro rata refund of any rent prepaid beyond the effective termination date. This provision does not apply to the Rent Credit. 13. NONAPPLICABILITY OF RELOCATION ASSISTANCE. The PORT acknowledges that this Lease does not at any time entitle the PORT to assistance under the Uniform Relocation and Real Property Acquisition Policy (Ch. 8.26 RCW). Page 9 of 26 AA 1-12547 IC 1-17-07206 Port of Seattle 14. ENCUMBRANCES. The PORT shall not encumber the Premises. 15. USE OF LEASED PREMISES. A. Improvements. The STATE and the PORT acknowledge and agree that the Improvements located on the Premises at the time of the Commencement Date: (1) Are the personal property of the FAA; anc (2) The PORT is authorized by the FAA =o operate and maintain the Improvements. B. The PORT’s use of the Premises is limited to the maintenance and operation of the Improvements and installation of equipment to aid navigation ofthe approach to the Airport. Any and all modifications shall not impact the safety of WSDOT’s facility or the motoring public. C. The STATE hereby authorizes the PORT to allow the FAA, its employees, agents and contractors to engage in maintenance, operation and installation activities related to the Improvements without the prior written approval ofthe STATE. D. In using the Premises, the PORT shall comply with all policies and regulations, including, but not limited to Chapter £7.42 RCW et seq. and WAC 468-66 et seq., heretofore adopted or hereafter promulgated by the STATE relative to the location, operation, and maintenance of improvements located on the Premises. Furthermore, in using the Premises, it is expressly agreed that the PORT shall (1) comply with all applicable federal, state and local laws, ordinances, and regulations, including environmental requirements that are in force or which may hereafter be in force, and (2) secure all necessary permits and licenses for the uses of the Premises authorized in this Lease. Direct access to ramps or traveled lanes of limited access highways is not permitted. All grading and construction plans and any changes thereof are subject to approval by the STATE. The PORT shall not commit or allow to be committed any waste upon the Premises nor allow any public or private nuisance. 16. TRAFFIC CONTROL. At all times during the term of this Lease, the PORT shall adhere to a STATE approved Traffic Control Plan for any construction, initial testing, reconstruction, operation, and maintenance of any improvement on the Premises, including but not limited to, the FAA Improvements on the Premises. The PORT shall submit and obtain STATE approval of the Traffic Control Plan prior to performing activities on the Premises. The Traffic Control Plan shall comply with the Washington State Department of Transportation Page 10 of 26 AA 1-12547 IC 1-17-07206 Port of Seattle Work Zone Traffic Control Guidelines and be prepared in accordance with the Manual on Uniform Traffic Control Devices (MUTCD). The initial Traffic Control Plan, and any subsequent revisions shall be submitted to the Washington State Department of Transportation Northwest Region Traffic Control Office, 15700 Dayton Avenue North, PO Box 330310, Seattle, WA 98133-9710, at least thirty (30) calendar days prior to initiating construction or maintenance activities on the Premises. 17. SIGNS, DISPLAY LIGHTS, ADVERTISING MATERIALS. The PORT is not permitted to install signs, display lights, or advertising media/materials on the Premises. 18. FENCES AND PROTECTIVE BARRIERS. Any STATE-owned fences in place at the time of execution of this Lease or relocated to separate the Premises from the traveled roadway on limited access highways will be maintained by the STATE for the duration of the Lease. Nothing is to be attached to the STATE’s fence without the STATE's prior written approval. If any fence, barrier, or guardrail is damaged as a result of the PORT’s activities, the PORT will immediately repair such damage at its cost and to the STATE’s satisfaction. Any barrier and guardrail that is removed, relocated, or moved to access the Premises from the traveled way must be replaced to the STATE’s satisfaction. ‘Any fencing or protective barriers installed by the PORT must be approved in advance and in writing by the STATE. 19. CONDITION OF THE PROPERTY. The STATE and the PORT acknowledge that they have jointly examined the Premises and the PORT accepts said Premises in its present condition as of the Commencement Date of this Lease. 20. © MAINTENANC=. A. The PORT shall perform or cause to be performed at its expense all maintenance of the Premises. that will include, but not be limited to, keeping the Premises, the PORT improvements, and the FAA Improvements located thereon in good condition, both as to safety and appearance, to the satisfaction of the STATE. B. The PORT shall, at its own expense and at all times, keep the Premises, Port improvements, and the FAA Improvements, neat, clean and in a sanitary condition, and keep and use the Premises, PORT improvements, and the FAA Improvements, in accordance with all applicable laws, ordinances, rules, regulations and requirements of governmental authorities. The PORT shall permit no waste, damage or injury to the Premises. The PORT shall make such repairs as necessary to maintain the PORT improvements and FAA Improvements on the Premises in as good condition as at the commencement of this Lease, Page 11 of 26 AA 1-12547 IC 1-17-07206 Port of Seattle reasonable wear, and damage by fire and other casualty for which the PORT is not responsible excepted. C. The PORT shall be responsible for any additional costs incurred by the STATE due to the PORT’s occupancy of the Premises, including but not limited to: (1) additional cost of maintenance and operation of the STATE’s highway; i 2) any cost needed to prevent vandalism to the STATE’s property; 3) any cost to remove graffiti; and 4) any cost incurred by the STATE. for any related traffic control measures. The PORT shall reimburse the STATE for such costs within thirty (30) calendar days of the date of the STATE’s invoice. D. The PORT shall own and be esponsible at its sole expense for operating, cleaning, maintaining, repairing, and replacing,in whole or in part, all PORT improvements and the FAA Improvements on the Premises. 21. ENVIRONMENTAL REQUIREMENTS. A. The PORT represents, warrants and agrees that it will conduct its activities on and off the Premises in compliance with all applicable environmental laws. As used in this Lease, “Environmental Laws” means all federal, state and local environmental laws, rules, regulations, ordinances, judicial or administrative decrees, orders, decisions, authorizations or permits, including, but not limited to, the Resource Conservation and Recovery Act, 42 U.S.C. § 6901, et. seq., the Clean Air Act, 42 U.S.C. § 7401, et seq., the Federal Water Pollution Control Act, 33 U.S.C. § 1251, et seq., the Emergency Planning and Community Right to Know Act, 42 U.S.C. § 11001, et seq., the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601, et seq., the Toxic Substances Control Act, 15 U.S.C. § 2601, et seq., the Oil Pollution Control Act, 33 U.S.C. § 2701, et seq., and Washington or any other comparable local, state, or federal statute or ordinance pertaining to the environment or natural resources and all regulations pertaining thereto, including all amendments and /or revisions to said laws and regulations. Page 12 of26 AA 1-12547 IC 1-17-07206 Port of Seattle B. Toxic or hazardous substances are not allowed on the Premises without the express written permission of the STATE and under such terms and conditions as may be specified by the STATE. For the purposes of this Lease, “Hazardous Substances,” shall include all those substances identified as hazardous under the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601, et seq., and the Washington Model Toxics Control Act, RCW 70.105D et seq., including all amendments and/or revisions to said laws and regulations, and shall include gasoline and other petroleum products. In the event such permission is granted, the disposal of such materials must be done in a legal manner by the PORT. C. The PORT agrees to cooperate in any environmental investigations conducted by STATE staff or independent third parties where there is evidence of contamination on the Premises, or where the STATE is directed. to conduct such audit by an agency or agencies having jurisdiction. The PORT will reimburse the STATE for the cost of such investigations, where the need for said investigation is determined to be caused by the PORT’s operations. The PORT will provide the STATE with notice of any inspections of the Premises, notices of violations, and orders to clean up contamination. The PORT will permit the STATE to participate in all settlement or abatement discussions. In the event that the PORT fails to take remedial measures as duly directed by a s te, federal, orlocal regulatory agency within Ninety (90) calendar days of suchnotice, the STATE may elect fo perform such work, and the PORT covenants and agrees to reimburse the STATE for all direct and indirect costs associated with the STATE's work where those costs are determined to have resulted from the PORT’s use of the Premises. The PORT further agrees that the use ofthe Premises shall be such that no hazardous or objectionable smoke, fumes, vapor, odors, or discharge of any kind shall adversely affect the use and operation of the adjacer highway. | D. For the purposes of this Section, “Costs” shall include, but not be limited to, all response costs, disposal fees, investigatory costs, monitoring costs, civil or criminal penalties, and attorney fees and other litigation costs incurred in complying with state or federal environmental laws, which shall include, but not be limited to, the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601, et seq.; the Clean Water Act, 33 U.S.C. § 1251; the Clean Air Act, 42 U.S.C. § 7401; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901; and the Washington Model Toxics Control Act, Ch. 70.105D RCW, et seq., including all amendments and/or revisions to said laws and regulations. E. The PORT agrees to defend, indemnify and hold harmless the STATE from and against any and all claims, causes of action, demands and liability including, but not limited to, any costs, liabilities, damages, expenses, assessments, penalties, fines, losses, Page 13 of 26 AA 1-12547 IC 1-17-07206 Port of Seattle judgments and attorneys’ fees associated with the removal or remediation of any Hazardous Substances that have been released, or otherwise come to be located on the Premises, including those that may have migrated from the Premises through water or soil to other properties, including without limitation, the adjacent STATE property, and which are caused by or result from the PORT’s activities on the Premises. The PORT further agrees to retain, defend, indemnify and hold harmless the STATE from any and all liability arising from the offsite disposal, handling, treatment, storage, or transportation of any such Hazardous Substances removed from said Premises. F. The provisions of this section shall survive the termination or expiration of this Lease. i 22. STATE’S RESERVATION OF RIGHT TO MAINTAIN D GRANT UTILITY FRANCHISES AND PERMITS. A. The STATE reserves the right for utility franchise and permit holders to enter upon the Premises to maintain, repair and enhance existing facilities and install new utilities and, for itself, to grant utility franchises and/or permits across the Premises. Prior to any access to the Premises by a franchise or permit holder, the franchise or permit holder shall call or otherwise provide notice to the notice recipient indicated in Section 46 (Notices) to arrange for an escort, unless an extreme emergency exists that does not allow time for notification or arranging an escort. Any work performed on the Premises by a franchise or permit holder will be accomplished in such a manrer as to minimize any disruption to the PORT. The franchise/permit holder will be required to restore paving and grading damaged by the installation. B. The PORT s 1 not disturb markers installed by a franchise/permit holder and will contact and provide notice to any franchise/permit holder and all owners ofunderground facilities prior to any excavation. The PORT shall contact the STATE and call the Underground Utility Locating Service, or its successor organization, as part of its efforts to ascertain any and all owners of underground utility facilities and to locate the utility. The PORT shall not damage legally installed underground utilities. The PORT shall comply with all applicable provisions of Chapter 19.122 RCW relating to underground facilities. 23. USE OF RIGHT OF WAY UNDER OR ADJACENT TO STRUCTURE. A. The PORT agrees to provide protection against vehicular hits or other likely causes of damage arising from the PORT’s use of the Premises to all retaining walls and to piers exposed to such potential damage under any elevated highway structure existing on the Page 14 of 26 AA 1-12547 IC 1-17-07206 Port of Seattle Premises. Such wall and pier protection shall be provided to the satisfaction of the STATE prior to occupancy. B. The PORT shall not weld any metal object to any metal member of any metal structure, nor drill or rivet into nor otherwise fasten anything to any pier or beam on any concrete, metal, or wood structure of an STATE-owned improvements located on or adjacent to the Premises without the STATE’s specific written approval of detailed drawings for such welding, riveting, drilling, or fastening. C. The PORT shall at its own expense, and upon prior written approval from the STATE, make any provisions it deems necessary to: (1) protect users of the proposed facility from any hazards resulting from use and operation of the highway; and (2) protect users of the highway including, but not limited to, the traveling public and STATE employees, agents, contractors, assigns, and invitees, from any hazards resulting from the PORT’s and its assign’s, subtenant’s, agent’s, contractor’s, licensee’s, invitee’s, including but not limited to the FAA, and employee’s use of the Premises. 24. TAXES, ASSESSMENTS,AND UTILITIES. The PORT agrees to pay all assessments that benefit the Premises and/or whichmay hereafter become a lien on the interest of the PORT in accordance with RCW 79.44.010. The PORT also agrees to pay all taxes that may hereafter be levied & finpos upon theintrest of the PORT or by reason of this Lease. The PORT is responsible for and agrees to paythe cost of utilities, including, but not limited to, surcharges, fuel adjustments, rate adjustments and taxes that serve the Premises. 25. LIENS. A. Nothing in this Lease shall be deemed to make the PORT the agent of the STATE for purposes of construction, repair, alteration, or installation of structures, improvements, equipment, or facilities on the Premises. The PORT acknowledges that the STATE may not, and shall not, be subject to claims or liens for labor or materials in connection with such activities by the PORT. B. The PORT shall at all times indemnify and hold harmless the STATE from all claims for labor or materials in connection with construction, repair, alteration, or installation of structures, improvements, equipment, or facilities on or within the Premises, and from the cost of defending against such claims, including attorney fees. C. In the event a lien is filed upon the Premises, the PORT shall: Page 15 of 26 AA 1-12547 IC 1-17-07206 Port of Seattle (1) Record a valid Release of Lien; 2) Deposit sufficient cash with the STATE to cover the amount of the claim on the lien in question and authorize payment to the extent of said deposit to any subsequent judgment holder that may arise as a matter of public record from litigation with regard to lienholder claim; or 3) Procure and record a bond which releases the Premises from the claim of the lien and from any action brought to foreclose the lien. D. Should the TENANT fail to accomplibh 1, 2, or 3, above, within Fifteen (15) days after the filing of such a lien, the Lease shall be in default. 26. . STATE’S RIGHT OF ENTRY AND INSPECTION. The STATE for itself, the FHWA, and their respective agents and contractors have the right to call the notice recipient indicated in Section 46 (Notices) to arrange for a PORT escort onto the Premises for the purpose of inspection, maintenance, construction, or reconstruction of the highway facility or any element, unless an extreme emergency exists that does not allow time for notification or arranging an escort. Any loss of the use of the Premises due to the STATE’s exercise of such right will be compensated for solely by a pro rata reduction of rent. The STATE shall in no way be responsible for any incidental or consequential damages due to such loss of use, if any, by the PORT. In addition, the STATE and the FHWA may call the notice recipient indicated in Section 46 (Notices) to arrange for an escort onto the Premises for the purpose of inspecting any excavation, construction, or maintenance work being done by the PORT. 27. INSURANCE. A. The PORT warrants that it is ‘self-insured, and agrees to provide acceptable evidence of its self-insured status to the STATE. If commercially insured, the PORT's insurance policy must provide liability coverage for the Premises, including public liability coverage for bodily injury, property damage, and personal injury of not less than Two Million and no/100 Dollars ($2,000,000.00) combined single limit per occurrence, with a general aggregate amount of not less than Four Million and no/100 Dollars ($4,000,000.00) per policy period. The PORT shall increase the policy limits at its sole cost, when and if the STATE deems it necessary due to the PORT’s use of the Premises. B. The PORT assumes all obligations for premium payment, and in the event of nonpayment, the PORT is obligated to reimburse the STATE the cost of maintaining the Page 16 of 26 AA 1-12547 IC 1-17-07206 Port of Seattle insurance coverage and any legal fees incurred in enforcing such reimbursement should the PORT fail to pay the policy premiums. C. Coverage, if obtained by the PORT in compliance with this section, shall not be deemed as having relieved the PORT of any liability in excess of such coverage. D. In the event the PORT, after commencement of this Lease, elects to terminate its self-insured status and secure commercial liability coverage, the PORT will promptly notify the STATE, and provide a certificate of insurance from an insurer licensed to conduct business in the State of Washington, in the amounts and types as set forth in paragraph 27.A. above. Further, the PORT shall provide a certificate of insurance within Ten (10) calendar days of receiving a written notice from the STATE for an increase in the coverage amounts. 28. HOLD HARMLESS/INDEMNIFICATION. A. The PORT, its successors and assigns, will protect, save, and hold harmless the STATE, its authorized agents and employees, from all claims, actions, costs, damages, or expenses of any nature whatsoever by reason of the acts or omissions of the PORT, its assigns, subtenants, agents, contractors, licensees,inyitees, including but not limited to FAA, employees, or any person whomsoever, arising out of or in connection with any acts or activities related to this Lease, w etier ble claims, a tions, costs, damages, or expenses result from acts or activities occurring oh or off theBremises. The PORT further agrees to defend the STATE, its agents oremployees, in any litigation, including payment of any costs or attorney’s fees, for any claims or actionscommenced, arising out of, or in connection with acts or activities related to this Lease, whether those claims, actions, costs, damages, or expenses result from acts or activities occurring on or off the Premises. This obligation shall not include such claims, actions, costs, damages, or expenses which may be caused by the sole negligence of the STATE or its authorized agents or employees; provided, that if the claims or damages are caused by or result from the concurrent negligence of (a) the STATE, its agents or employees and (b) the PORT, its assigns, subtenants, agents, contractors, licensees, invitees, including but not limited to FAA, employees, or involves those actions covered by RCW 4.24.115, this indemnity provision shall be valid and enforceable only to the extent of the negligence of the PORT or its assigns, subtenants, agents, contractors, licensees, invitees, including but not limited to FAA, and employees. B. The indemnification provisions contained in this section shall survive the termination or expiration of this Lease. Page 17 of 26 AA 1-12547 IC 1-17-07206 Port of Seattle 29. PERSONAL PROPERTY. A. The STATE shall not be liable in any manner for, or on account of, any loss or damage sustained to any property of whatsoever kind stored, kept, or maintained on or about the Premises, except for such claims or losses that may be caused by the STATE or its authorized agents or employees. Upon termination of this Lease, the STATE or its agent may remove all personal property of the PORT or FAA remaining on the Premises, at the PORT’s expense and dispose of it in any manner the STATE deemsappropri te. The PORT agrees to reimburse the STATE for the costs of such removal and dispel within Thirty (30) calendar days of the date of the STATE's invoice. 30. CONSTRUCTION WORK. A. The PORT is not permitted to construct additional improvements or Work on the Premises except as may be approved in advance and in writing by the STATE and subject to such terms and conditions as the STATE may require. In such approval and terms and conditions shall be documents by a written amendment to this Lease. For the purposes of this Lease, the term “Work” shall include, but not be limited to activities such as regrading, construction, installation, repair, or reconstruction of | ierovement or utility. B. The PORT covenants tha:Work it may perform on the Premises will not at any time during or after construction either damage, threaten to damage, or otherwise adversely affect any part or element of the highway facility or the operation thereof. In addition, the design, installation, occupancy, oruse oAany itiiproveent or equipment shall not interfere with the use, safety, appear ce, northe ul LIE of the highway facility nor produce fumes, vapors, odors, drippings, droppings, or discharge of any kind. The PORT shall provide the STATE with two sets of complete plans, details, and specifications and any revisions thereto for grading and all improvements and equipment proposed to be placed on the Premises. No Work shall be done without the prior written approval of such plans by the STATE. All construction and installation work shall be done in conformity with the plans and specifications as approved. The STATE may take any action necessary, including directing that work be temporarily stopped or that additional work be done, to ensure compliance with the plans and specifications, protection of all parts and elements of the highway facility, and compliance with the STATE’s construction and safety standards. The improvements and equipment shall be designed, installed, and constructed in a manner that will permit access to the highway facility for the purpose ofinspection, maintenance, and construction by the STATE. Page 18 of 26 AA 1-12547 IC 1-17-07206 Port of Seattle C. The PORT expressly acknowledges and agrees that the STATE’s rights under this Lease to review, comment on, disapprove and/or accept designs, plans specifications, construction, or installation: (1) exist solely for the benefit and protection of the STATE, (2) do not create or impose upon the STATE any standard or duty of care toward the PORT, all of which are hereby disclaimed, (3) may not be relied upon by the PORT as having satisfied any and all applicable standards and requirements, and (4) may not be asserted, nor may the STATE’s exercise or failure to exercise any such rights be asserted; against the STATE by the PORT as a defense, legal or equitable, to the PORT’s obligation to fulfill such standards and requirements and regardless of any acceptance of work by the STATE. 31. SITE PLAN. The STATE acknowledges that FAA) has previously provided the STATE with a Site Plan of the exact footprint of the Improvements and crossing of the highway facility. To the extent that the PORT installs additional equipment or improvements, the PORT shall furnish, within 120 calendar days following the PORT’s completion of installation of equipment or improvements on the Premises, a Site Plan, acceptance of which shall be subject to the STATE’s approval. If said plans are not received within said 120 days, this will be considered a default, and this L.ease may be terminated pursuant to Section 10 herein. : ; 32. NONDISCRIMINATION. The pdr; for itself, its successors and assigns, as part of the considerationheteof, Joes hereby agree to comply with all applicable civil rights and antidiscrimination requirements, intluding, but not imited to, Chapter 49.60 RCW. 33. ASSIGNMENT. A. Neither this Lease nor any rights created by it may be assigned, sublet, or transferred without the prior written approval of the STATE. Any such assignment shall be in writing on a form approved by the STATE and shall include an assumption of the Lease by the assignee. In determining whether to approve an assignment or sublease the STATE shall be entitled to consider the proposed assignee’s or sublessee’s financial condition, managerial capability, business reputation, nature of the proposed assignee’s or sublessee’s business, and such other factors as may reasonably bear upon the suitability of the assignee or sublessee as a tenant of the Premises or the holder of this Lease. B. The PORT shall provide the written assignment form to the STATE at least Sixty (60) calendar days prior to the date the PORT requires the approved form. In addition, the PORT shall provide to the STATE a copy of said written assignment within Fifteen (15) calendar days of its execution. If the PORT is a corporation, then the transfer of Forty Percent (40%) of the PORT’s stock is deemed an assignment for the purposes of this Lease and Page 19 of 26 AA 1-12547 IC 1-17-07206 Port of Seattle requires STATE approval. STATE's consent to one assignment or sublease shall not waive the requirement of obtaining STATE consent to any subsequent assignment or sublease. The PORT hereby covenants that it is acting as principal and not as an agent for any undisclosed principal. C. In the event the PORT assigns this Lease, sublets, or otherwise allows third party use of any portion of the Premises, whether by written or verbal agreement, without the STATE’s written approval, the STATE, in addition to or in lieuof terminating this Lease for default and in addition to any damages it may experience, may demand a share of any revenue generated by such unauthorized use. The STATE shall set the amount of said share and its decision shall be final and binding. The STATE may demand such share at any time during the term of this Lease. The PORT agrees to pay said share retroactively to the date the unauthorized third-party use commenced. Furthermore, such unauthorized assignment shall not relieve the PORT from all of its obligations under this Lease, including, but not limited to, the payment of rent and the maintenance of insurance. Further, the PORT shall execute an assignment as provided above within Ten (10) calendar days of the date the STATE approves the assignment. D. Transfer of ownership or control of the abutting property owned or controlled by the PORT to a third party may be understood to serve as an assignment of the Lease and such assignment requires the STATE’s prior written approval of such assignment, which approval will not be unreasonably withheld. The PORT saall notify the STATE of the transfer within Thirty (30) calendar days after closing or change of control in the PORT’s property and request approval of the assignment of thisLease. il 34. PERFORYV CE BY STATE. | A. If thePORT defaults in the performance or observation of any covenant or agreement containedin this Lease, the STATE, without notice if deemed by the STATE that an emergency exists, or if no emergency exists, with Thirty (30) calendar days prior written notice, may direct the PORT to stop work and may itself perform or cause to be performed such covenant or agreement and may enter upon the Premises for such purpose. Such emergency shall include, but not be limited to, endangerment of life, the highway facility or failure of the PORT to obtain in a timely manner the specified insurance coverage. The PORT shall reimburse the STATE the entire cost and expense of such performance by the STATE within Thirty (30) calendar days of the date of the STATE’s invoice. Any act or thing done by the STATE under the provisions of this section shall not be construed as a waiver of any agreement or condition herein contained or the performance thereof. Page 20 of 26 AA 1-12547 IC 1-17-07206 Port of Seattle B. In the event the STATE does not receive from the PORT any reimbursement as required in this Lease, the parties agree that in lieu of such cash payment the STATE may deduct the amount of the reimbursement plus late payment fees, as provided in Section 9, from the Rent Credit. 35. DISPOSITION OF IMPROVEMENTS. Except as provided elsewhere herein, upon termination of this Lease under any provision hereof, the Improvements shall become the property of the STATE or, at the option of the STATE, shall be removed by the PORT at the PORT’s expense in a manner prescribed by the STATE. In the event the PORT fails to remove the Improvements upon termination, the STATE may remove and dispose of the Improvements as it deems appropriate and at the PORT’s expense. The PORT shall reimburse the STATE for all expenses incurred in such removal and disposal within thirty (30) calendar days of the date of the STATE’s invoice for such costs: Provided, that to the extent such reimbursement is covered by the Rent Credit retained in Section 34.B., said reimbursements shall be deducted from the Rent Credit. 36. STATE ACCESSTOREMOVE IMPROVEMENTS. In the event the PORT fails to remove the Improvements or réstore the Premises to the STATE’s satisfaction, and if necessary or desirable in the STATE's jud ; ent for reasons of safety or economy, the STATE or its agents shall have the right to cross any lands owned or otherwise controlled by the PORT for the purpose of accomp_ishing said removal of kstoration. Said right shall expire One Hundred Eighty (180) calendar days after the date of termination of this Lease, or when removal and restoration is complete in the STATE's judgment, whichever is the earlier. 37... RESTORATION OF SITE. f during the term of this Lease, the PORT’s acts or activities damage the Premises or the property or improvements located adjacent to the Premises, the PORT shall take immediate action to stabilize the Premises so as to prevent further damage and immediately notify the STATE of the damage. The PORT shall be responsible for all costs and expenses associated with the restoration of the site, including but not limited to the repair of said improvements, which shall be performed, at the STATE’s discretion, by the PORT, the STATE, or its contractors, or the owner of the improvements or its contractors. Such work shall be done to the satisfaction of the STATE. In the event the PORT does not perform said work, the PORT agrees to reimburse STATE for all such costs within thirty (30) calendar days of the date of the STATE’s or the owner ofthe property’s invoice for such costs. 38. VACATION OF LEASED PREMISES. Upon termination of this Lease, the PORT shall cease its operations on and/or use of the Premises. In the event the PORT fails to Page 21 of 26 AA 1-12547 IC 1-17-07206 Port of Seattle vacate the Premises on the date of termination, the PORT shall be liable for any and all costs to the STATE arising from such failure. 39. BINDING CONTRACT. This Lease shall not become binding upon the STATE unless and until executed for the STATE by the Secretary of Transportation or her duly authorized representative. 40. ATTORNEYS’ FEES. In the event of any poptoversy, claim, or dispute arising out of this Lease, each party shall be solely responsible for the payment of its own legal expenses, including but not limited to, attorney’s fees and costs. 41. MODIFICATIONS. This Lease, including the exhibits and RECITALS, which are hereby incorporated by reference herein, contains all the agreements and conditions made between the parties hereto pertaining to the rental of the Premises herein described and may not be modified orally or in any other manner other than by a written agreement signed by all parties hereto. The receipt of rent by the STATE, with knowledge of any breach of this Lease by the PORT, and/or with knowledge of any default on the part of the PORT shall not be deemed to be a waiver of any provision of this Lease. Failure on the part of the STATE to enforce any covenant or provision herein contained shall not discharge or invalidate such covenant or provision or affect the right of the STATE to erforce the same in the event of any subsequent | breach or default. 42. INTERPRETATION. This Lease shall be governed by and interpreted in accordance with the laws of the State of Washington. The titles to paragraphs or sections of this Lease are for convenience only and shall have no effect on the construction or interpretation of any part hereof. 43. SEVERABILITY. In case any one or more of the provisions contained in this Lease shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Lease shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 44. VENUE. The PORT agrees that the venue of any action or suit concerning this Lease shall be in the Thurston County Superior Court and all actions or suits thereon shall be brought therein, unless applicable law requires otherwise. Page 22 of 26 AA 1-12547 IC 1-17-07206 Port of Seattle 45. TOTALITY OF AGREEMENT. It is understood that no guarantees, representations, promises, or statements expressed or implied have been made by the STATE except to the extent that the same are expressed in this Lease. 46. NOTICES. Wherever in this Lease written notices are to be given or made, they will be served, personally delivered or sent by certified or overnight mail addressed to the parties at the address listed below unless a different address has been designated in writing and delivered to the other party. The PORT agrees to accept service ofprocess at said address.; STATE: DEPARTMENT OF TRANSPORTATION (Mailing Address) Attn.: Assistant Director, Property Management Program P. O. Box 47338 Olympia, WA 98504-7338 DEPARTMENT OF TRANSPORTATION (Physical Address) Attn.: Assistant Director, Property Management Program 243 Israel Road Southeast Tumwater, WA 98501 PORT: THE PORT OF SEATTLE Attn: Jim Schone Director,Aviation [Frsiness Development (206) 835 5777 Seattle Tacoma International Airport 17801 Pacific Highway South Seattle, WA 98158-0727 IN WITNESS WHEREOF, the parties have executed this Lease as of the last date written below. Page 23 of 26 AA 1-12547 IC 1-17-07206 Port of Seattle Signatures: Accepted and Approved by: PORT OF SEATTLE WASHINGTON STATE DEPARTMENT OF TRANSPORTATION By: By: Tay Yoshitani Mike Palazzo Chief Executive Officer Director, Real Estate Services Dated: Dated: APPROVED AS TO FORM APPROVED AS TO FORM By: By: Soojin E. Kim Patricia K. Nightingale Senior Port Counsel Assistant Attorney General , 2009 , 2009 Page 24 of 26 AA 1-12547 IC 1-17-07206 Port of Seattle AGENCY ACKNOWLEDGMENT STATE OF WASHINGTON ) ) ss COUNTY OF ) On this day of before me personally appeared to me known to be the duly appointed , and that he/she executed the within and foregoing instrument and acknowledged the said instrument to be his/her free and voluntary act and deed of said State of Washington, for the uses and purposes therein set forth, and on oath Lessees that he/she was authorized to execute said instrument. IN WITNESS WHEREQOF, I have hereunto set my hand and affixed my official seal the day of 20 , (Signature) (Print or type name) Notary Public in and for the State of Washington residing at My commission expires Page 25 of 26 AA 1-12547 IC 1-17-07206 Port of Seattle STATE AGENCY ACKNOWLEDGMENT STATE OF WASHINGTON ) ) ss COUNTY OF THURSTON ) On this day of , 2009 before me personally appeared Mike Palazzo, to me known to be the duly appointed Director, Real Estate Services, and that he executed the within and foregoing instrument and acknowledged the said instrument to be the free and voluntary act and deed of said State of Washington, for the uses and purposes therein set forth, and on oath states that he was authorized to execute said instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day of , 2009. (Signature) (Print or type name) Notary Public in and for the State of Washington residing at My commission expires Page 26 of26 TZ2DINRAEWM, wn £-025-1(. 9) | | Exhibit "A" Er Yt NEYNE % Page 1 of 3 Far Relinquishment To County Sec. CONVEYEDTOINGCO.BY OLEDDATED 4-30-87 AA 1-12547 NW NE’ } IC 1-17-07206 Sec. 20 (LOU) DRAINAGE EASEMENT BO6OSA+Sl4 Re 2160" Leased Premises Le4824° Note: 20 For R/W and L/A Waal sea SR 309, POT.Pot MP 25.87foMP 25.98, Des Moines Wey Se. 10 30140" 8}, Sheet 6 of 10 POT. B4Y99.6¢ % Sheets, Dated Nov. 2,1967, Established Pat HERE4 | 3 by Comm..H40, ivsuad March 1, (968, S148 Lt -— —_—— — vemmi , Ted ! VY, : 3 EQUATION: 1 So S667 FOXSta. 3665.61 ROTEX» 4 I : SR 5I8 3 40 «+391 fp Ques eronti (UH ’ —TR8urien SESATIFW JS = 55° 55'E! AW) Pood 4 BEGINNING OF PLAN Terao 9 Eee $10. 36¢66.21 MRO3Y 4 LLL tin N RELA¢b, a ond pranthn ' Crier 2 3) | | Pom semef§mxcessamw | wearer! = EASEMENT __==T5560 Cal ORD.NO.£729 CHANG! 4 TION $! 3 3 SEYa NEV SW NE% Sec, 20 0g 4 Bog Sec. 20 * £900 CHANNEL. : i / DES MOINES WAY § o, 1, INTERCHANGE j This Plan.contprom to the OWNERSHIPS 2, For Relinquishment To Coundy) Yo NS. Xe Limlfed Access aiedby.Commission [PARCELNO. NAME aren] TAKE |T REMAINDER We _weaMENT Oy EERIOP Resolution No. Tll,Aug.20, 1958 and No. -5881 Seka,WB, 01885 28081835) =2 819, Aprit 21, 1999. (sen PORT of BRATTLEL 403%|#2003 ANOS arn ensSEE i moss| poo aP5100SE SR 318 Nol: All taohiqs § distances preceded by an asters ard akan From plat maps andfor Yille reports. ACCESS NOTES - MP 0.39 TO MP 3.10 TYPE C APPROACH RIVERTON HEIGHTS: SR 509 TO SR 5 ROAD APPROACH SCHEDULE TYPEA APPROACH ruth, 18 aOff11000 svorenah. In toast TYPE C APPROACHISANOFFANDON Kita.county APPROACH IN LEGAL FOA SPECIAL Al | SPLCIFIED USRR STATION ON ROADWAY TYPE \ er ASIISanity rusidestoner,cok boseeed1fotSRS NR4 AND WIDTH TO BE AGREED UPON, RIGHT OF WAY AND LIMITED - Ary = PULLY CONTROLLED IT MAY BE SPECIFIED AT A POINT penalgot s— Atignato® Nigvuny stations SATISFACTORY TO THE STATE AT OR RG Ne. STATIONS. ‘Whaher BETWEEN DESIGNATED HIGHWAY te, £42280 anf. a Thisapprasahit103¢uted to serve nore Phas one owesr oad/ar Willy, WASHINGTON STATS rhe COMMON Raver § Priaw ia. 93500 sa Lv Ad HGHWA) ofpTh : wasuaon Sdhe sla mr ee |[STA24H &T i map} ® OT ACH MAY BE %0 FOR ANY J a PURPOSE CONSISTENT WITH LOCAL ZONNG, THE WIDTH IS TO BE DETERMINED BY WSDOT pus tntrn CURVE DATA $ BK. 4 Abd LEGEND STANDARDS FOR THE TYPE OF USE . — ou| ub INVOLVED, Accass Toba Prohibited Shown Thus wine so Property Ownership Number: T6600) un AEManGY 2 OF499shams Lines party amas F185) Conynatud For Limited Acton Content Sy Communion RasanionNe.¥S, MY FD,100% KGL t - NOLUAMISYY 00 Sort NOTIVULSINIVIY AR £ Wa c7 3 HILLYAS on Or THONAYEL EE (Po pT lu0dev I he oe ~ -ar AT £ - TT Gr W , ox ot = a Pe 30 NALNED \OILVIAY ONY We ty NOUVINTCTLN TR ACN LYTRLUVIIE NY ¥ SL SNOUVIS oneTL— TT ' feSn THRE OHTA a — Tort ls ——— ilz —t JILLYAS He Lh : 4= Ca ‘ | OM (ENT Wg of IVES Y “> Pa f Er : 2 A 1% =n - ——7 WESTB D SR 518 TAT!‘ : 2 : w hr/armere Vu 07 —_——— A 7 EASTBOUND SR 518 EE £307Lysty ot - a re PL Te 90TLO-LT-I ere a SOSIWSI, HQUUxXyIqQUyX AM93ed DI t Zu = - ; pe pases] te 2 Ttely J TET mea "e400 CRT Se \ ) wr v } 5 W T a LL \ cme : ' HERAT MANY Boo Yai AN RANE Nor ) : . Trt En RLS - \ v9 Ye a TS ] 2 ®g fig wid vo a fFnism . a + a . pe COTE EIA =Ll_ “~ ee wv em ~AE= WL 3 = # V3HYYIUV ae ee, mL Tarn a X9I -t SRGfete ag F- TL — ged TUII0LSSNIOVAS wT / - A TD aie 5a 0 ~ — fen AVMNNY SDT bn ”8 LL : hoe - ™es AUVHOHIL HOLOVUINGD Leen MIA NOILYA3T3'Z—4STV mS SETer sel TEES = : a ai 2 " Ee. Co NV1d = - LYE Re X91 . . SARE LA 7 17 pa ar a © 2-45 EAEAled n= * - ED [ow ce Tee CLANNT oo 3 EN LT 5 rer vt IN .SE hal ee ees —— Big, ~ XSi ASI geen he teneeenns ; 1 WO4 STRSTR i a : TT AIM -e- Srey . . - TTI i Ta FO ALT. me TREE 4 1 1 Ce nT TE . LL mee en — FEL 35 i Sue ibe TT an els AL . . . : » h > : » *¢ — vIuY ——— = / QALVYIS / J EP iaNYUIM ro" :2 == cot ie ; 3) — 4 2 _a 7> ' ; 1 n= Exhibit "A" vA A Lan NN = Page3 of3 vo “ NY - AA 1-12547 \ “ - A IC 1-17-07206 \ pd ~ yt wan yd re ’ i 4 | 7 2 J7 /f # si §\, // \-- if BEPARTMENT OF TRANSPIEIATION FEUERAL AVIATION ADMINISTRVING SATPIF IMPLEMENTATION CENTER SFATTLE, WARKINGTON = -~ rr t Tosa = oak ILIV LTTE now URHTC © LT ETD FLA HIS (1 Tmgy TOF : ECOPOSED “DUI Pc - CTATIC 5 214 24 C7 eM ATRE-14L © RY to 3 3) STATION 21405 FOUNDATION ELEMENT TESC (2 | STATION 24+07_FOUNDATION ELEMENT TESC "» BPA Group 2 C2 a . | vem ten |eI ——— v wing) j nai EXHIBIT C-3 to WSDOT-Port Property Exchange Agreement Lease of 0.56 acres/24,488 square feet (IC 1-17-07990) for bridge to the Port-owned “L”- shaped parcel [See attached] Revised 11/07 RES 420 AA 1-12228 IC 1-17-07990 SR 518: Riverton Heights: SR 509 to SR 5 AIRSPACE readh THIS IS AN AIRSPACE LEASE made and entered into between the WASHINGTON STATE DEPARTMENT OF TRANSPORTATION, (STATE), and THE PORT OF SEATTLE (PORT), a Washington Municipal Corporation (Lease). RECITALS A. The STATE owns fee title to i, real property located in SeaTac, Washington that is designated as highway right of way for Stat Route 518 (SR 518), a limited access highway facility, which was acquired with motor vehicle funds. B. The PORT desires to lease a portion of said SR 518 right of way for the purpose of constructing, mair-taining and operating a private bridge to connect PORT’s properties located on opposite sides of SR 518 (Improvements). C: Although the property subject to this Lease is part of the operating SR 518 highway, the PORT’s use of said property for a private bridge, although not serving a highway purpose, has been determined to be compatible with the present operation and maintenance of SR 518, provided the PORT complies with the terms and conditions of this Lease. D. The parties have entered into the Property Exchange Agreement by and between the Port of Seattle and the Washington State Department of Transportation (Exchange Agreement). The Exchange Agreement contemplates the exchange of real property interests including, but not limited to, the leasing of certain WSDOT-owned real property to the PORT as part of the consideration for WSDOT’s fee acquisition of PORT-owned real property interests. The terms and conditions of said leases were attached to the Exchange Agreement as exhibits. The form of this Lease was attached as Exhibit C-3 to the Exchange Agreement. The parties agreed in the Exchange Agreement that the consideration for the initial 20-year term of this Page 1 of 28 AA 1-12228 IC 1-17-07990 Port of Seattle Lease would be in the form of a lump sum payment in the amount of $59,556.16. This lump sum payment would be offset against the WSDOT payment due to the PORT for the amount by which the cumulative fair market value of the parcels conveyed by the PORT for the amount by which the cumulative fair market value of the parcels conveyed by the PORT to WSDOT exceeds the cumulative fair market value of the Property Interests conveyed by WSDOT to the PORT (Excess Value). The Exchange Agreement further provides that in the event the exchange of property interests did not occur, the PORT would be obligated to compensate WSDOT for all past and future rent due for the PORT’s use of the property subject to this lease. E. The terms and conditions of the Exchange Agreement Weaning the execution of this Lease have been met to the satisfaction ofboth parties. F. The STATE is granted authority to lease property under RCW 47.12.120, and the STATE deems it to be in the public interest to enter into this Lease. G. The PORT is authorized to lease property under RCW 53.08.140. ARRIEMENT NOW, THEREFORE; in consiceration of he terms , conditions, covenants and ! performances contained herein, IT IS MUTUALLY AGREED THAT: MISES. The STATE does hereby lease to the PORT, and the PORT does hereby Fn —prSTATE, the em comprised of approximately .56 acre generally locatedin the northeast corner of the airport opetating..area crossing SR 518 and connecting the “L”-shaped parcel tojthe airpor operating area and as further described or shown hachured on Exhibit A (Premises), attachedhe eto and by this reference incorporated herein. - The parties acknowledge and agree that thedescription of the Premises is approximate and that the size and shape of the area comprising the Premises may need to change to accommodate the uses described in Section 14, but shall at all times provide a vertical clearance of at least sixteen and one-half feet over all roadways. The parties agree that such change will be allowed to accommodate the uses described in Section 14 without the obligation to pay additional rent to the STATE. 2. TERM. A. The term of this Lease shall be Twenty (20) years, commencing on the Recording Date. Page 2 of 25 AA 1-12228 IC 1-17-07990 Port of Seattle B. Recording Date means the date that the conveyance documents for the Property Interests identified in Exhibits A and B of the Exchange Agreement have been recorded at the King County Recorder’s Office. The parties shall, within five (5) business days of the Recording Date, complete and initial the following: The Recording Date: , 20009. Initials: STATE PORT | 3. RENEWAL. This Lease may be renewed by the PORT for Two (2) additional Ten (10) year periods (Renewal Period); Provided that; (A) the PORT is hot in default and has not been in default during the term of this Lease; (B) there is no alternative public need for the Premises; (C) PORT’s continued use under this Lease does not impair the safety or operation of the STATE’s highway or facility, as solely determined by the STATE; and (D) the terms and conditions of this Lease conform to then existing state policies or practices, laws, regulations and contracts, or provided the PORTis willing to amend this Lease to bring it into compliance with such policies, practices, laws, regulations, andcontracts. The Renewal Periods shall be on the same terms and conditions as set forth herej , excep as modified by any changesin policies, practices, laws, regulations orcontractsand & reflectedin a written amendment signed by both parties. The PORT shall give notick of its inteht to renew this Lease for each Renewal Period at least Ninety (90) calendar days, but fot more than Six (6) months, prior to the expiration of this Lease, or any renewal thereof. 4. HOLDING OVER. In the event the PORT shall hold over or remain in possession of the Premises with the consent of the STATE after the expiration of the stated term of this Lease, or any written extension or renewal of the term of this Lease, such holding over or continued possession shall create a tenancy from month-to-month only, upon the same terms and conditions as are set forth herein; Provided, that the STATE or the PORT may, in addition to other remedies provided elsewhere herein, terminate this Lease for any reason with not less than Twenty (20) calendar days prior written notice. 5. RENT. A. Except as otherwise provided in Section 5.B, the PORT covenants and agrees to pay rent for the Premises to the STATE in advance on or before the 1% day of each calendar month (due date) during the entire term of this Lease. Rent shall be paid at the initial rate, subject to adjustment as hereinafter provided, of One hundred sixty-six and 66/100 Dollars Page 3 of 25 AA 1-12228 IC 1-17-07990 Port of Seattle ($166.66) per month payable at the address designated under Section 7. In no event shall the rent be less than this initial amount. B. Upon the Recording Date, the PORT will be credited a lump sum rent credit in the amount of Fifty Nine Thousand Five Hundred Fifty Six and 16/100 Dollars ($59,556.16) (Rent Credit), the same amount will be deducted from the balance the STATE owes the PORT under the Exchange Agreement, and the STATE pil promptly send the PORT written notice of the then current rental rate. C. At such time as the Rent Credit balance 1s reduged to zero, the PORT shall make rental payment to the STATE in cash in the amount ofthethen “Hie rental rate. D. For any payment periods for which rent is due for a pa-tial month, the rent payment shall be pro-rated based on a thirty (30) day month. Likewise, for any month in which the balance of the Rent Credit is insufficient to pay the entire amount of the then rent due, the rental payment shall be paid by Rent Credit to the extent it covers the rent and cash payment for the balance of the rent due. E. In the event the Lease expires or, terminates before the Rent Credit is reduced to zero, the PORT :1all have the option to applythe balance of the Rent Credit towards: (1) the cost of acquiring an easemerit on, over)and ‘across the Premises; or (2) rent payments the PORT is obligated tp pay the STATE pursuant tg other airspace leases, as agreed to in writing by the parties. Hl 6. RENTADJUSTMENTS. A. Rent will be adjusted annually throughout the term of this Lease beginning one year from the Commencement Date of this Lease as follows: (1) four percent (4%) of the rent amount in effect at the time of the adjustment; or (2) at a minimum of five (5) years from the Commencement Date and every five (5) years following, the STATE may, at its option, adjust the annual rent in, an amount that reflects changes in comparable rents as identified in an appraisal conducted by the STATE. The STATE shall give not less than thirty (30) calendar days prior written notice to the PORT that a Rent Adjustment has been made. This notice shall include the amount of the adjusted Rent, and the date the new Rent is to become effective. B. On an annual basis and with each notice of a rent adjustment, the STATE shall provide written notice, current as of the date of the notice, containing the then current rent rate and the Rent Credit balance. Page 4 of 25 AA 1-12228 IC 1-17-07990 Port of Seattle C. Failure or refusal by the PORT to pay the adjusted rental rate upon receipt of the notice of Rent Adjustment shall constitute a default of this Lease for which the STATE may terminate with not less than five (5) business days prior written notice. 7. RENT PAYMENTS PAYABLE TO: Washington State Department of Transportation. Mail payments to: DEPARTMENT OF TRANSPORTATION (Mailing Address) Attn.: Assistant Director, Property Management Program P. O. Box 47338 Olympia, WA 98504-7338 DEPARTMENT OF TRANSPORTATION (Physical Address) Attn.: Assistant Director, Property Management Program 243 Israel Rd. S.E., Tumwater, WA 98501 P. O. Box 47339 Olympia, WA 98504-7339 8. CHARGE FOR LATE PAYMENT, NSF CHECKS. A. If any Lo payable to STATE under this Lease are not received by the Fifth (5) day following its due date, the PORT shall pay STATE, in addition to the amount due, for the cost of collecting and handling such payment, an amount equal to the greater of One Hundred and no/100 Dol ars $ 100.00) or Five Percent (5%) of the delinquent amount. In addition, all’ delinquent sums payable by PORT to STATE and not paid within Five (5) calendar days of the due date shall, at STATE’s option, bear interest at the rate of Twelve Percent (12%) per annum, or the highest rate of interest allowable by law, whichever is greater; provided that if the highest rate allowable by law is less than Twelve Percent (12%), interest charged hereunder shall not exceed that amount. Interest on all delinquent amounts shall be calculated from the original due date to the date of payment. Also there shall be a charge for any check returned uncollectable in accordance with WAC 468-20-900. STATE and PORT agree that such charges represent a fair and reasonable estimate of the costs incurred by STATE by reason of late payments and uncollectable checks. B. The STATE’s acceptance of late payment charges and/or any portion of the overdue payment shall in no event constitute an accord and satisfaction, compromise of such payment, or a waiver of the PORT’s default with respect to such overdue payment, nor prevent the STATE from exercising any other rights and remedies granted in this Lease. Page 5 of 25 AA 1-12228 IC 1-17-07990 Port of Seattle C. When a delinquency exists, any payments received will be applied first to the late payment charge and late payment fees, next to delinquent rent, and any balance remaining to the current month’s rent and Leasehold Excise Tax, if applicable. 9. TERMINATION BY STATE. A. The STATE may terminate this Lease, without penalty or further liability hn as follows: (1) Upon not less than Five (5) caldndar days prior written notice to the PORT, if the PORT fails to cure a default for payment of amounts due under this Lease within that Five (5) day period, (2) Upon not less than Thirty (30) calendar days prior written notice to the PORT, if the PORT defaults, other than for non payment of rent, and fails to cure such default within that Thirty (30) day period, or such longer period, as may be reasonably determined by the STATE, if the PORT is diligently working to cure the default; 3) Immediately, uponwritten notice, if the STATE is required by court order, by legislative action, or by a governmental agency having jurisdiction to take some action, which would effectively‘prohibit the PO - of the Premises; 4) Immediately, upon written notice, if a receiver is appointed to take possession of the PORT’s assets,the PORT makes a general assignment for the benefit of creditors, or. the PORT becomeslinsolvent or takes or suffers action under the Bankruptcy Act; 5) Upon pot less than Three Hundred Sixty Five (365) calendar days prior written notice, unless an emergency exists, as determined by the STATE, then immediately, if the STATE determines that it is in the best interest of the STATE to terminate this Lease; or (6) . Upon not less than Thirty (30) calendar days prior written notice if the Premises has been abandoned, in the STATE’s sole judgment, for a continuous period of Ninety (90) calendar days. B. The STATE reserves the right to terminate this Lease, in whole or in part, as provided in Section 9.A (5), when the Premises, or a portion thereof, is needed for a highway purpose. In recognition of the critical need and function that the Improvements, as that term is defined in RECITAL B plays in the operation of the Seattle-Tacoma International Airport, the Airport’s impact on the economic life of the region, and the substantial financial investment Page 6 of 25 AA 1-12228 IC 1-17-07990 Port of Seattle required to construct the Improvements, in the unlikely event the STATE determines it is necessary to relocate the Improvements for a highway purpose, the parties shall work jointly and cooperatively to explore alternatives to relocation and methods to mitigation such relocation. In the event the parties are unable to reach a mutually satisfactory resolution, the matter shall be submitted to the Executive Heads of each agency for discussion and resolution. The Washington Secretary of Transportation is hereby designed as the Executive Head for WSDOT and the Managing Director of the Aviation Division is designated as such forthe PORT. C. Except as otherwise agreed to inwriting by the parties, in the event of a termination by the STATE under this Lease, the PORTsha 1 be resp nsible for expenditures incurred due to the removal and/or relocation of the Improvements, as that term is defined in RECITAL B. D. Waiver or acceptance of any default of the terms of this Lease by the STATE shall not operate as a release of the PORT’s responsibility for any prior or subsequent default. E. If the PORT defaults 5 any provision in this Lease, such as, but not limited to, the timely payment of rent, Three (3) times within a Twelve (12) month period, the third default shall be deemec “non-curable” and this Lease may be terminated by the STATE on not less than Thirty (30) ina days written nilice. 10. TERMINATION BY PORT. A. The PORT may terminate this Lease without penalty or further liability as follows: (D Upon aot less than Three Hundred Sixty-Five (365) calendar days prior written notice for any reason; 2) Upon not less than Thirty (30) calendar days prior written notice, if the STATE defaults and fails to cure such default within that Thirty (30) day period, or such longer period, as may be reasonably determined by the PORT, if the STATE is diligently working to cure the default; or (3) Immediately, upon written notice, if in the PORT’s judgment the Premises is destroyed or damaged so as to substantially and adversely affect the PORT's authorized use of the Premises. Page 7 of 25 AA 1-12228 IC 1-17-07990 Port of Seattle B. In the event of a termination by the PORT pursuant to Sections 10.A(1) and (3), the PORT shall be responsible for expenditures incurred due to removal and/or relocation of the Improvements, as that term is defined in RECITAL B. 11. REIMBURSEMENT OF PREPAID RENT. A. All rent for the Leased Premises prepaid beyond the effective termination date will be retained by the STATE; Except, that if the STATE terminates this Lease as provided in Section 9.A (5) above, or if PORT terminates pursuant to Sectio 10.A(2) above, PORT shall be entitled to a pro rata refund of any rent prepaid beyondfhe etiiefte termination date. This provision does not apply to the Rent Credit. 12. NONAPPLICABILITY OF RELOCATION ASSISTANCE. | The PORT acknowledges that this Lease does not at any time entitle the PORT to assistance under the Uniform Relocation and Real Property Acquisition Policy (Ch. 8.26 RCW). 13. ENCUMBRANCES. The PORT shall not encumber the Leased Premises. 14. USE OF LEASED— A. The PORT’ use of remises is limited to construction, repair, maintenance, operation and movement of heavy vehicles on, around and along a two-lane, four- span bridge intended to connectthe PORT’s future North Freight Cargo Complex and the Port’s future North Freight CargoHardstand. e PORT may construct improvements on the Premises as further detailedin Section 29 herein and may have footings located within the State Route 518 / right-of-way on both the noo and south sidesi: well as within the median. Said bridge may be 640 feet long, 56 feet wide and have a height providing at least sixteen and one-half feet of vertical clearance over all roadways. Said bridge is intended to accommodate the at least daily movement of several hundred tugs, carts and trucks carrying cargo between the future North Freight Cargo Complex and the future North Freight Cargo Hardstand. The proposed plan and elevation for said bridge is shown hachured on Exhibit A. Provided, however, Exhibit A shall be for illustrative purposes only; the PORT may update, upon written approval from STATE, Exhibit A to conform to “As-Built” drawings once they are completed. B. In using the Premises, the PORT shall comply with all policies and regulations, including, but not limited to Chapter 47.42 RCW et seq. and WAC 468-66 et seq., heretofore adopted or hereafter promulgated by the STATE relative to the location, operation, and maintenance of improvements located on the Premises. Furthermore, in using the Premises, it is expressly agreed that PORT shall (1) comply with all applicable federal, state and local laws, Page 8 of 25 AA 1-12228 IC 1-17-07990 Port of Seattle ordinances, and regulations, including environmental requirements that are in force or which may hereafter be in force, and (2) secure all necessary permits and licenses for the uses of the Premises authorized in this Lease. Direct access to ramps or traveled lanes of limited access highways is not permitted. All grading and construction plans and any changes thereof are subject to approval by the STATE. PORT shall not commit or allow to be committed any waste upon the Premises nor allow any public or private nuisance. | C. The PORT’s occupancy or use of the Premises and Improvements shall not interfere with the use, safety, appearance, nor theenjoyment of the highway facility, nor produce fumes, vapors, odors, drippings, droppings, ordischarge of any kind. 15. TRAFFIC CONTROL. At all times during the term ofthis Lease, the PORT shall adhere to a STATE approved Traffic Control Plan for any construction; initial testing, reconstruction, operation, and maintenance of any improvement on the Premises. including but not limited to, the proposed bridge structure. The PORT shall submit and obtain STATE’s approval of the Traffic Control Plan prior to performing activities on the Premises. The Traffic Control Plan shall comply with the Washington State Department of Transportation Work Zone Traffic Control Guidelines and be prepared in acgordance with the Manual on Uniform Traffic Control Devices (MUTCD). The initial Traffic Con ol Plan, and any subsequent revisions shall be submitted to the Washington State Depattment] ofTran$portation Northwest Region Traffic Control Office, 15700 Dayton Avene North, PO Box 330310, Seattle, WA 98133-9710, at least thirty (30) calendar days prior to initiating ifia or maintenance activities on the Premises. Dit | 16. SIGNS, DISPLAY, ADVERTISING DEVISES. A. Signs, disp.ays, or advertising devises are not permitted on the Premises unless they comply with Ch. 47.42 RCW and Ch. 468-66 WAC and are completely detailed on a separate plan sheet which has been approved in writing by the STATE and incorporated by reference into this Lease. ' Such advertising shall only indicate ownership and type of on- Premises activities 17. FENCES AND PROTECTIVE BARRIERS. Any STATE-owned fences or barriers in place at the time of execution of this Lease or relocated to separate the Premises from the traveled roadway on limited access highways will be maintained by the STATE for the duration of the Lease. Nothing is to be attached to the STATE’s fence without the STATE's prior written approval. If any fence, barrier, or guardrail is damaged as a result of the PORT’s activities, the PORT will immediately repair such damage at its cost and to the STATE’s Page 9 of 25 AA 1-12228 IC 1-17-07990 Port of Seattle satisfaction. Any barrier and guardrail that is removed, relocated, or moved to access the Premises from the traveled way must be replaced to the STATE’s satisfaction. Any fencing or protective barriers installed by the PORT must be approved in advance and in writing by the STATE. 18. CONDITION OF THE PROPERTY. The STATE and PORT acknowledge that they have jointly examined the Leased Premises and the PORT accepts said Leased Premises in its present condition as of the Commencement Date of this Lease. 19. MAINTENANCE. A. The PORT shall perform or cause to be perform at its expense all maintenance of the Premises that will include, but not be limited to, keeping the Premises and the Improvements in good condition, both as to safety and appearance, and in a manner so as to assure the Improvements and the Premises will protect the highways safety and appearance and that such maintenance will cause no interference with the highway use, all to the satisfaction of the STATE. B. The PORT shall, at its own expense and at all times, keep the Premises, and the Improvements, neat, clean and in a sahitary condition, d keep and use the Premises and Improvements in accordance with, all applicable laws, ortfinances, rules, regulations and requirements of goverqmental authorities. The PORT shall permit no waste, damage or injury to the Premises. The PORT shall make such repairs as necessary to maintain the Improvements on the Premises in as good condition as atthegommencement of this Lease, reasonable wear, and damage by fire and other casualty for which the PORT is not responsible excepted. C. The PORT shall be responsible for any additional costs incurred by the STATE due to the PORT’s occupancy of the Premises, including but not limited to: (1) additional cost of maintenance and operation of the STATE’s highway; (2) any cost needed to prevent vandalism to the STATE'’s property; 3) any cost to remove graffiti; and 4) any cost incurred by the STATE for any related traffic control measures. Page 10 of 25 AA 1-12228 IC 1-17-07990 Port of Seattle The PORT shall reimburse the STATE for such costs within thirty (30) calendar days of the date of the STATE’s invoice. D. The PORT shall own and be responsible at its sole expense for operating, cleaning, maintaining, repairing, and replacing, in whole or in part, all PORT improvements on the Premises. 20. ENVIRONMENTAL REQUIREMENTS. A. The PORT represents, warrants and agreesthat it will conduct its activities on and off the Leased Premises in compliance with all applicable envionmental laws. As used in this Lease the term, Environmental Laws means all federal, state and local environmental laws, rules, regulations, ordinances, judicial or administrative decrees, orders, decisions, authorizations or permits, including, but not limited to, the Resource Conservation and Recovery Act, 42 U.S.C. § 6901, et. seq., the Clean Air Act, 42 U.S.C. § 7401, et seq., the Federal Water Pollution Control Act, 33 U.S.C. § 125 l et seq., the Emergency Planning and Community Right to Know Act, 42 U.S.C. § 11001, et sed. the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 09601, et seq., the Toxic Substances Control Act, 15 U.S.C. § 2601, et seq., the Oil Pollution Control Act, 33/U.S.C. § 2701, et seq., and Washington or any other comparable local, staze, or federal statute or ordinance pertaining to the environment or natural resources and all regilations pertaining thereto, including all amendments and /or revisions to said lawsand regulations B. Toxic or Abadi substar.ces are not allowed on the Leased Premises without the: express. written permission ofthe SPATE and under such terms and conditions as may be:specified by the STATE. For the purposes of this Lease, “Hazardous Substances,” shall include all those substances identified as hazardous under the Comprehensive Environmental Response; Compensation, and Liability Act, 42 U.S.C. § 9601, et seq., and the Washington Model Toxics Control Act, RCW 70.105D et seq., including all amendments and/or revisions to said laws and regulations, and shall include gasoline and other petroleum products. In the event such permission is granted, the use and disposal of such materials must be done in a legal manner by the PORT. C. The PORT agrees to cooperate in any environmental investigations conducted by STATE staff or independent third parties where there is evidence of contamination on the Premises, or where the STATE is directed to conduct such audit by an agency or having jurisdiction. PORT will promptly reimburse the STATE for the cost of such investigations, where the need for said investigation is determined to be caused by the PORT’s operations. Page 11 of 25 AA 1-12228 IC 1-17-07990 Port of Seattle PORT will provide the STATE with notice of any inspections of the Leased Premises, notices of violations, and orders to clean up contamination. The PORT will permit the STATE to participate in all settlement or abatement discussions. In the event that the PORT fails to take remedial measures as duly directed by a state, federal, or local regulatory agency within Ninety (90) calendar days of such notice, the STATE may elect to perform such work, and the PORT covenants and agrees to reimburse the STATE for all direct and indirect costs associated with the STATE's work where those costs are determined to have resulted fromm the PORT’s use of the Premises. D. For the purposes of this Lease, “Costs”shall ingl de, but not be limited to, all response costs, disposal fees, investigatory costs, monitoring costs, civil or criminal penalties, and attorney fees and other litigation costs incurred in complying with state or federal environmental laws, which shall include, but not be limited to, the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601, et seq.; the Clean Water Act, 33 U.S.C. § 1251; the Clean Air Act, 42 U.S.C. § 7401; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901;and the Washington Model Toxics Control Act, Ch. 70.105D RCW, et seq., including allamendments and/or revisions to said laws and regulations. E. The PORT agrees to defenc, indemnify and hold harmless the STATE from and against any andall claims, causes of action, demands and liability including, but not limited to, any costs, liabilities, damages, Ex enses, assessments, penalties, fines, losses, judgments and attorneys’ fees associated with the removal or remediation of any Hazardous Substances that have been released, or otherwise come to be located on the Premises, including those that may have migrated from the Prem ses! through water or soil to other properties, including without limitation,the adjacent STATE property, and which are caused by or result from PORT’s activities on the Premises. The PORT further agrees to retain, defend, indemnify and hold harmless the STATE from any and all liability arising from the offsite disposal, handling, treatment, storage, or transportation of any such Hazardous Substances removed from said Premises. F. The provisions of this section shall survive the termination or expiration of this Lease. 21. STATE’S RESERVATION OF RIGHT TO MAINTAIN AND GRANT UTILITY FRANCHISES AND PERMITS. A. The STATE reserves the right for utility franchise and permit holders to enter upon the Premises to maintain, repair and enhance existing facilities and install new Page 12 of 25 AA 1-12228 IC 1-17-07990 Port of Seattle utilities and, for itself, to grant utility franchises and/or permits across the Premises. Prior to any access to the Premises by a franchise or permit holder, the franchise or permit holder shall call or otherwise provide notice to the notice recipient indicated in Section 46 (Notices) to arrange for an escort, unless an extreme emergency exists that does not allow time for notification or arranging an escort. Any work performed on the Premises by a franchise or permit holder will be accomplished in such a manner as to minimize any disruption to the PORT. The franchise/permit holder will be required to restore paving and; grading damaged by the installation. The STATE also reserves the right to withdraw portions of the Premises for uses such as, but not limited to, telecommunications transmission Fes) which the STATE determines to be reasonably compatible with PORT’s authorized use of the Premises, B. The PORT shall not disturb markers installed by a franchise/permit holder and will contact and provide notice to any franchise/permit holder and all owners of underground facilities prior to any excavation. PORT shall contact the STATE and call the Underground Utility Locating Service, or its successor organization, as part of its efforts to ascertain any and all owners of underground utilityfacilties and to locate the utility. The PORT shall not damage legally installed underground utilities. PORT shall comply with all applicable provisions of Chapter 19.122 RCW relating to underground fa¢ilities. 22. USE OF RIGHT)OF WAYbe ROR ADJACENT TO STRUCTURE. A. The PORTagrees to p=Vide protection against vehicular hits or other likely causes of damage arising fromthe PORT’s use of the Premises to all retaining walls and to piers exposed to suchpotentialdal ¢tinderany elevated highway structure existing on the Premises. Such wall and pier protection shall be provided to the satisfaction of the STATE prior to occupancy. B. The PORT shall not weld any metal object to any metal member of any metal structure, nor drill or rivet into nor otherwise fasten anything to any pier or beam on any concrete, metal, or wood structure without the STATE’s specific written approval of detailed drawings for such welding, riveting, drilling, or fastening. C. The PORT shall at its own expense, and upon prior written approval from the STATE, make any provisions it deems necessary to: (1) protect users of the proposed facility from any hazards resulting from use and operation of the highway; and (2) protect users of the highway including, but not limited to, the traveling public and STATE employees, agents, contractors, assigns, and invitees, from any hazards resulting from the PORT’s and its assign’s, Page 13 of 25 AA 1-12228 IC 1-17-07990 Port of Seattle subtenant’s, agent’s, contractor’s, licensee’s, invitee’s, including but not limited to the Federal Aviation Administration (FAA), and employee’s use of the Premises. 23. TAXES, ASSESSMENTS, AND UTILITIES. The PORT agrees to pay all assessments that benefit the Premises and/or which may hereafter become a lien on the interest of the PORT in accordance with RCW 79.44.010. The PORT also agrees to pay all taxes that may hereafter be levied or imposed upon the interest of the PORT or by reason of this Lease. The PORT is responsible for and agrees to pay the cost of utilities. including, but not limited to, surcharges; fuel adjustments, rate adjustments and taxes that serye the Leased Premises. 24. LIENS. A. Nothing in this Lease shall be deemed to make the po} the agent of the STATE for purposes of construction, repair, alteration, or installation lof structures, improvements, equipment, or facilities on the Premises. The PORT acknowledges that the STATE may not, and shall not, be subject to claims or liens for labor or materials in connection with such activities by the PORT. B. The PORT shall at all times indemnify and hold harmless the STATE from all claims for labor or materials in connection with construction, repair, alteration, or installation of structures, improvements, equipment, or facilizies on or within the Premises, and from the cost of defending against epclaims]including attorney fees. C. In the eveat a liens fied upon) the Premises, the PORT shall: (1) Record a valid Release of Lien; | i (2) Deposit sufficient cash with the STATE to cover the amount of the claim on the lien in question and authorize payment to the extent of said deposit to any subsequent judgment holder that may arise as a matter of public record from litigation with regard to lienholder claim; or (3) Procure and record a bond which releases the Leased Premises from the claim of the lien and from any action brought to foreclose the lien. D. Should the PORT fail to accomplish 1, 2, or 3, above, within Fifteen (15) days after the filing of such a lien, the Lease shall be in default. Page 14 of 25 AA 1-12228 IC 1-17-07990 Port of Seattle 25. STATE’S RIGHT OF ENTRY AND INSPECTION. The STATE, for itself, its agents and contractors, and for the Federal Highway Administration (FHWA), reserves the right to call the notice recipient indicated in Section 46 (Notices) to arrange for a PORT escort onto the Premises at any time without notice to the PORT for the purpose of inspection, maintenance, construction, or reconstruction of the highway facility or any element thereof, or to perform environmental audits as provided for elsewhere in this Lease. Any loss of the use of the Premises due to the STATE’s exercise of such right will be compensated for solely by a pro rata reduction of rent. The STATE shall in no way be responsible for anyincidental or consequential damages due to such loss of use, if any, by the PORT. In addition, the STATE and FHWA may call the notice recipient indicated in Section 46 to arrange for an esc tt onto the Premises for the purpose of inspecting any excavation, construction, or maintenance wotk being done by the PORT. Entry upon the Premises and the Improvements for any other purpose by the STATE and FHWA shall be conducted with reasonable notice to the PORT and during the hours of 8:00 a.m. to 5:00 p.m. 26. INSURANCE. A. PORT warrants -hat itid self-insured, and agrees to provide acceptable evidence of its self-insured status to the S| ATE. I ured, the PORT's insurance policy must provide liability coverage forthe Premises,includin publi liability coverage for bodily injury, property damage, and personal inj of dt less than Two Million and no/100 Dollars ($2,000,000.00) combined single lihit per occurrence, with a general aggregate amount of not less than Four Millionand no/100Dolars ($4,000,000.00) per policy period. The PORT shall increase the policy limits at its sole cost, when and if the STATE deems it necessary due to the PORT’s use ofthe Premises. B. The PORT assumes all obligations for premium payment, and in the event of nonpayment, the PORT is obligated to reimburse the STATE the cost of maintaining the insurance coverage and any legal fees incurred in enforcing such reimbursement should PORT fail to pay the policy premiums. C. Coverage, if obtained by the PORT in compliance with this section, shall not be deemed as having relieved the PORT of any liability in excess of such coverage. D. In the event PORT, after commencement of this Agreement, elects to terminate its self-insured status and secure commercial liability coverage, PORT will promptly notify WSDOT, and provide a certificate of insurance from an insurer licensed to conduct business in the State of Washington, in the amounts and types as set forth in paragraph 26.A. Page 15 of 25 AA 1-12228 IC 1-17-07990 Port of Seattle above. Further, PORT shall provide a certificate of insurance within Ten (10) calendar days of receiving a written notice from WSDOT for an increase in the coverage amounts. 27. HOLD HARMLESS/INDEMNIFICATION. A. The PORT, its successors and assigns, will protect, save, and hold harmless the STATE, its authorized agents and employees, from @ll claims, actions, costs, damages, or expenses of any nature whatsoever by reason ofthe gt r omissions of the PORT, its assigns, subtenants, agents, contractors, licensees, invitees.iit uding but not limited to the FAA, employees, or any person whomsoever, arising out gf or incgfioction with any acts or activities related to this Lease, whether those claims, actions, costs, damages, or expenses result from acts or activities occurring on or off the Premises. The PORTfurther agrees to defend the STATE, its agents or employees, in any litigation; including payment of anyCosts or attorney’s fees, for any claims or actions commenced, arising out of, or in‘connection with acts or activities related to this Lease, whether those claims, actions, costs, damages, or expenses result from acts or activities occurring on or off the Premises. This obligation shall not include such claims, actions, costs, damages, or expenses which may be caused by: the sole negligence of the STATE or its authorized agents or employees; provided,that if the claims or damages are caused by or result from the concurrent negligence of (@) the STATE, its agents or employees and (b) the PORT, its assigns, subtenants, agents, contractors licensees, hyitees, including but not limited to FAA, employees, or involves those actions Jeovered by RCW 4.24.115, this indemnity provision shall bevalidand enforceable only to : le extent of the negligence of the PORT or its assigns, subtenants, agens,conteagtbls, licensees, invitees, including but not limited to FAA, and employees. B. The indemnification provisions contained in this section shall survive the termination or expiration of this Lease. 28. PERSONAL PROPERTY. The STATE shall not be liable in any manner for, or on account of, any loss or damage sustained to any property of whatsoever kind stored, kept, or maintained on or about the Premises, except for such claims or losses that may be caused by the STATE or its authorized agents or employees. Upon termination of this Lease, the STATE or its agent may remove all property of the PORT remaining on the Premises at the PORT’s expense and dispose of it in any manner the STATE deems appropriate. PORT agrees to reimburse the STATE for the costs of such removal and disposal within Thirty (30) days of the date of the STATE's invoice. Page 16 of 25 AA 1-12228 IC 1-17-07990 Port of Seattle 29. CONSTRUCTION WORK. A. The PORT is not permitted to construct additional improvements or Work on the Premises except as may be approved in advance and in writing by the STATE and subject to such terms and conditions as the STATE may require. In such approval and terms and conditions shall be documents by a written amendment to this Lease. For the purposes of this Lease, the term “Work” shall include, but not be limited to activities such as regrading, construction, installation, repair, or reconstruction of an improvemen or utility. | B. The PORT covenants that Work it may bertor on the Premises will not at any time during or after construction either damage, threaten to damage, or otherwise adversely affect any part or element of the highway facility or the operation thereof. In addition, the design, installation, occupancy, or use of any improvement or equipment shall not interfere with the use, safety, appearance, nor the enjoyment of the highway facility nor produce fumes, vapors, odors, drippings, droppings, or discharge of any kind. The PORT shall provide the STATE with two sets of complete plans, details, and specifications and any revisions thereto for grading and all improvements and equipment proposed to be placed on the Premises. No Work shall be done without the prior written Borovid ofisuch plans by the STATE. All construction and installation work shall be done in conformity wi the plans and specifications as approved. The STATE may take any action necessary, including directing that work be temporarily stopped or that additional work bé done, to ensure compliance with the plans and specifications, protection of all parts and element: of the highivay facility, and compliance with the STATE’s construction and sdfety standards’ The improvements and equipment shall be designed, installed, and constructed in a thatner that! willpefmit access to the highway facility for the purpose of'inspection, maintenance, and construction by the STATE. C. e gor Yipressly acknowledges and agrees that the STATE’s rights under this:Lease to review,comment oh, disapprove and/or accept designs, plans specifications, construction, or installation: (1) exist solely for the benefit and protection of the STATE, (2) do not create or impose upon the STATE any standard or duty of care toward the PORT, all of which are hereby disclaimed, (3) may not be relied upon by the PORT as having satisfied any and all applicable standards and requirements, and (4) may not be asserted, nor may the STATE’s exercise or failure to exercise any such rights be asserted, against the STATE by the PORT as a defense, legal or equitable, to the PORT’s obligation to fulfill such standards and requirements and regardless of any acceptance of work by the STATE. 30. NONCOMPLETION OF CONSTRUCTION. In the event that this Lease authorizes the construction of improvements, unless the time or times for completion are Page 17 of 25 AA 1-12228 IC 1-17-07990 Port of Seattle extended in writing by the STATE, the STATE may, at its option, terminate this Lease, without penalty or further liability if: A. Construction of the improvements is not begun within Ten (10) years of the Recording Date; and B. Construction of the improvements is not prosecuted to completion with reasonable adherence to a construction schedule that allows no? more than Thirty Six (36) months from the start to the finish of construction. 31. “AS-BUILT” PLANS. Within Ninety (90) calendar days following the PORT’s completion of installation and or construction of improvements of the Premises, the PORT shall fumish the STATE a complete set of reproducible “As-Built” plans for the Tenant Improvements, acceptance of which shall be subject to the STATE’s approval. 32. NONDISCRIMINATION. PORT, for itself; its successors and assigns, as part of the consideration hereof, does hereby agree to comply with all applicable civil rights and antidiscrimination requirements, including, But:no: imited to, Chapter 49.60 RCW. 33. ASSIGNMEN- A. (either this Lease norany rights created by it may be assigned, sublet, or transferred without the ior written approval oF the STATE. Any such assignment shall bein writing on a form approved by the STATEand shal] include an assumption of the Lease by the assignee. In determining whether to approve an assignment or sublease the STATE shall be entitled to consider the proposed assignee’s or sublessee’s financial condition, managerial capability, business reputation, nature of the proposed: assignee’s or sublessee’s business, and such other factors as may reasonably bear upon the suitability of the assignee or sublessee as a tenant of the Premises or the holder of this Lease. B. PORT shall provide the written assignment form to the STATE at least Sixty (60) calendar days‘prior to the date the PORT requires the approved form. In addition, PORT shall provide to the STATE a copy of said written assignment within Fifteen (15) days of its execution. If the PORT is a corporation, then the transfer of Forty Percent (40%) of PORT’s stock is deemed an assignment for the purposes of this Lease and requires STATE approval. STATE's consent to one assignment or sublease shall not waive the requirement of obtaining STATE consent to any subsequent assignment or sublease. The PORT hereby covenants that it is acting as principal and not as an agent for any undisclosed principal. Page 18 of 25 AA 1-12228 IC 1-17-07990 Port of Seattle C. In the event the PORT assigns this Lease, sublets, or otherwise allows third party use of any portion of the Leased Premises, whether by written or verbal agreement, without the STATE’s written approval, the STATE, in addition to or in lieu of terminating this Lease for default and in addition to any damages it may experience, may demand a share of any revenue generated by such unauthorized use. The STATE shall set the amount of said share and its decision shall be final and binding. The STATE may demand such share at any time during the term of this Lease. The PORT agrees to pay said share retroactively to the date the unauthorized third-party use commenced. Furthermore, such unauthorized assignment shall not relieve the PORT from all of its obligations under thisLease, including, but not limited to, the payment of rent and the maintenance ofinsurance. Further, PORT Shal execute an assignment as provided above within Ten (10) calendar days of the date the STATE approves the assignment. D. Transfer of ownership or control of the abutting property owned or controlled by the PORT to a third party may be understood to serve as an assignment of the Lease and such assignment requires the STATE’s prio: written approval of such assignment, which approval will not beunreasonsiiy withheld. The PORT shall notify the STATE of the transfer within Thirty (30) calendar days after closing or change of control in the PORT’s property and request approval of the assighment of this Lease. 34. PERFORMAN CE BY STATE. A. If the PORT defaults in the performance or observation of any covenant or agreement containedin his Lease, the STATE, without notice if deemed by the STATE that an emergency exists, or. if no ee gency exists,with Thirty (30) calendar days prior written notice, may direct the PORT to stop work and may itself perform or cause to be performed such covenant or agreement and lh enter upon the Premises for such purpose. Such emergency shall include, but not be limited to,endangerment of life, the highway facility or failure of the PORT to obtain in a timely manner the specified insurance coverage. The PORT shall reimburse the STATE the entire cost and expense of such performance by the STATE within Thirty (30) calendar days of the date of the STATE’s invoice. Any act or thing done by the STATE under the provisions of this section shall not be construed as a waiver of any agreement or condition herein contained or the performance thereof. B. In the event the STATE does not receive from the PORT any reimbursement as required in this Lease, the parties agree that in lieu of such cash payment the STATE may deduct the amount of the reimbursement plus late payment fees, as provided in Section 9, from the Rent Credit. Page 19 of 25 AA 1-12228 IC 1-17-07990 Port of Seattle 35. DISPOSITION OF IMPROVEMENTS. Except as provided elsewhere herein, upon termination of this Lease under any provision hereof, the improvements constructed by the PORT on the Premises shall become the property of the STATE or, at the option of the STATE, shall be removed by the PORT at the PORT's expense in a manner prescribed by the STATE. In the event the PORT fails to remove said improvements upon termination, the STATE may remove and dispose of said improvements as it deems appropriate and at the PORT’s expense. The PORT shall reimburse the STATE for all expenses incurred inistich removal and disposal within Thirty (30) calendar days ofthe date of the STATE's invoice for such costs: Provided, that to the extent such reimbursement is covered by the Rent Credit Retained in Section 34.B., said reimbursements shall be deducted from the Rent Credit. 36. STATE ACCESS TO REMOVE IMPROVEMENTS. Ue event the PORT fails to remove improvements or restore the Premises to the STATE'’s satisfaction, then if necessary or desirable in the STATE's judgment for reasons of safety or economy, the STATE or its agents shall have the right to cross any lands owned or otherwise controlled by the PORT for the purpose of accomplishing said removal or restoration. Said right shall expire One Hundred Eighty (180) calendar days after the date of termination of this Lease, or when removal and restoration is complete in the STATE's jucgment, Whichever is the earlier. 37. RESTORATION OF SITE. A. If during the term of this- the PORT’s acts or activities damage the Premises or the property or improvements located adjacent to the Leased Premises, the PORT shall take immediate action to stabilize the Premises so as to prevent further damage and immediately notify the STATE of the damage." The PORT shall be responsible for all costs and expenses associated with the -estoration of the site, including but not limited to the repair of said improvements, which shall be performed, at the STATE’s discretion, by the PORT, the STATE, or its contractors, or the owner of the improvements or its contractors. Such work shall be done to the satisfaction of the STATE. In the event the PORT does not perform said work, the PORT agrees to reimburse STATE for all such costs within thirty (30) calendar days of the date of the STATE’s or the owner of the property’s invoice for such costs. B. Prior to the termination of this Lease, the PORT agrees, if so directed by the STATE, to restore the Leased Premises to its condition prior to the PORT’s occupancy. This work is to be done at the PORT’s expense to the satisfaction of the STATE. 38. VACATION OF PREMISES. Upon termination of this Lease, the PORT shall cease its operations on and/or use of the Premises. In the event the PORT fails to vacate the Page 20 of 25 AA 1-12228 IC 1-17-07990 Port of Seattle Premises on the date of termination, the PORT shall be liable for any and all costs to the STATE arising from such failure. 39. BINDING CONTRACT. This Lease shall not become binding upon the STATE unless and until executed for the STATE by the Secretary of Transportation or her duly authorized representative. 40. ATTORNEYS’ FEES. In the event of any controversy, claim, or dispute arising out of this Lease, each party shall be solely responsible for the payment of its own legal expenses, including but not limited to, attorney’s fees and Coss. 41. MODIFICATIONS. This Lease contains all the agreements Sha conditions made between the parties hereto pertaining to the rental of the Premises and may not be modified orally or in any other manner other than by a written agreement signed by allparties hereto. The receipt of rent by the STATE, with knowledge of any breach of this Lease by the PORT, and/or with knowledge of any default on the part of the PORT shall not be deemed to be a waiver of any provision of this Lease. Failure on the part of the STATE to enforce any covenant or provision herein contained shall not discharge or invalidate stich covenant or provision or affect the right of the STATE to enforce the same in the € et of anysubsequent breach or default. 42. INTERPRETATION, This ease shall be governed by and interpreted in accordance with the tls of theStatelof Washington. The titles to paragraphs or sections of this Lease are for convenience only aad shell have no effect on the construction or interpretation of any part hereof. 43. SEVERABILITY. In case any one or more of the provisions contained in this Lease shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, ‘illegality, or unenforceability shall not affect any other provision hereof, and this Lease sha'l be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 44. VENUE. PORT agrees that the venue of any action or suit concerning this Lease shall be in the Thurston County Superior Court and all actions or suits thereon shall be brought therein, unless applicable law requires otherwise. 45. TOTALITY OF AGREEMENT. It is understood that no guarantees, representations, promises, or statements expressed or implied have been made by the STATE except to the extent that the same are expressed in this Lease. Page 21 of 25 AA 1-12228 IC 1-17-07990 Port of Seattle 46. NOTICES. Wherever in this Lease written notices are to be given or made, they will be served, personally delivered or sent by certified or overnight mail addressed to the parties at the address listed below unless a different address has been designated in writing and delivered to the other party. The PORT agrees to accept service of process at said address; provided, that such address is located in the State of Washington. Otherwise, the PORT designates the Secretary of State of Washington as an agent for the purpose of service of process. Such service shall be deemed personal service. STATE: DEPARTMENT OF TRANSPORTATION (Mailing Address) Attn.: Assistant Director, Property Management Program P. O. Box 47338 Olympia, WA 98504-7338 DEPARTMENT OF TRANSPORTATION (Physical Address) Attn.: Assistant Director, Property Management Program 243 Israel Road Southeast Tumwater, WA 98501 PORT: THE PORT OF SEATTLE Attn: Director, Aviation0B dines: Development (206) 835-5777 17801Pacific Highway South Seattle, WA 98158-727 THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK Page 22 of 25 AA 1.12228 IC 1-17-07990 Port of Seattle Signatures: Accepted and Approved by: PORT OF SEATTLE WASHINGTON STATE DEPARTMENT OF TRANSPORTATION By: By: Mike Palazzo Director, Real Estate Services Dated: Dated: iy APPROVED AS TO FORM APPROVED AS TO FORM By: By: Senior Port Counsel Assistant Attorney General , 2008 , 2008 Page 23 of25 AA 1-12228 IC 1-17-07990 Port of Seattle AGENCY ACKNOWLEDGMENT STATE OF WASHINGTON ) ) ss COUNTY OF ) On this day of before me personallyappeared to me known to be the duly appointed , and that he/she executed the within and foregoing instrument and acknowledged the said instrument to be his/her freeand voluntary act and deed of said State of Washington, for the uses and purposes therein set forth, and on oath Lessees that he/she was authorized to execute said instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day of 20 , (Signature) (Print or type name) Notary Public in and for the State of Washington residing at My commission expires Page 24 of 25 AA 1-12228 IC 1-17-07990 Port of Seattle STATE AGENCY ACKNOWLEDGMENT STATE OF WASHINGTON ) ) ss COUNTY OF THURSTON ) On this day of 2009 before me , personally appeared Mike Palazzo, to me known to be the duly appointed Director, Real Estate Services, and that he executed the within and foregoing instrument and acknowledged the said instrument to be the free and voluntary act and deed of said State ofWashington, for the uses and purposes therein set forth, and on oath states that he was authorized to execute said instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day of , 2009. (Signature) (Print or type name) Notary Public in and for the State of Washington residing at My commission expires Page 25 of 25 «t , U rerersons SUNNYDALE ADD. T.23N. R4E WM. |e] mo | a RIGBY ADD, NO.2 O Kerr's SUNNYDALE FIVE ACRE GARDEN TRACTS (OQ) PETERSONS SUNNYDALE ADD, NO,2 I DW. WEST'S ACRE TRACTS @ CARTERS 1/2 ACRE TRACTS Exhibit "A" Page 1 of 1 31968 AA 1-12228 Iri Kd. SR [6841.99£OX (MfeffSects Level 1 rig, . 7, [EEE i §pidgxJ IC 1-17-07990 Sac. ed 834.2Line an ~~ 9 9 4 38 £4 ea| ease 59} 24437 A Sia fen Leased Premises. §92 123A } Team FE femmes,s \ 5 ASRSee£192484./6 oy frais yt bo EVERGREEN Lang - =m Le« n mse } ; 1300 "3480i > Wn ow LPCoAR Do EN 87Steet Gar —a Eda Ode ili 3steal le oA S90 23.7% i IR 6"Stee p> <5» 7 sw00 neze . 8 | _ NG Dv, dbase provisiens Conveyed Yo King Co. ps” a o, Theaplon canlorens Iothe access . % : % 2 x arCoon,ged 8 3 pe — 5 NelNeeded » yada “/5957 re lots Bins 3 15379 Falter CE 1 ¥of 0 op2 Say iO, “Alay, " ass’ 2880 ¢3%y or N= a N07 Purf of Seolth 28,37 _@ps40 myer Shey? N . IAX 160% Port oF Seaiflg )”Eo0 700 800 « ww & h, SR 518 v7 an MP 0.39 TO MP IR AS 0 eam pelos 182,230 #533 Hhoot ex a? RIVERTON re R50970 3553.1 NER {GOH FortaF 76,33033320: 428i0 x A . pp of 7-643 FortofSeaMtietia (i450. 4800 : 1% ! egy . 1-608€ PorfofSeattle 58 1850, © - Agi Johnsen 14,580 2570 ') LEGEND RIGHT OFWAYANDLONTEQ ACCESS 3 1-685 x3 3 33 1430 1070 560. ‘ 1608G , ail Y, SowTRoLLED : SE USING Benger pei “ase Tadd = Accessto be Frotitited Shown Tus sesvers _ re0sr aprean 26,370 26,57 es Eo G00) LT gio Properly Owrership Munbers midyisrond 1-408 7 Scoccolo aid 3i7x3 1) Property Lines 3 a AccessNotes LI Treltie mittbe pareitbedovecHa o3 Se em Aha slroctore of 240h dve.8 of St. I2.406:31 ° wi Ho Sete Ww FEET SHY 4° oF 499sHmTses 43 DesignatedForLime Notass Contoot $y Commtan SnsionNa 98Joly £3,933, SYEADRUP & PARCELANDASSOCIATES,INC. “ts EXHIBIT D to WSDOT-Port Property Exchange Agreement Agreed Upon Values [See attached) EXHIBIT D Agreed Upon Values ] POS§—Vh aREE IC# Parcel # Fee IC# Parcel Fee Lease/Year 1-17-08360 1-22568 § 235,400.00 1-17-03329 1 $ 9,200,328.00 1-17-08364 1-16884 § 500.00 1-17-07995 1A $15,618.00 1-17-08361 1-16852 § 100,700.00 1-17-07989 2 $ 6.555,500.00 1-17-08362 1-16827 $ 15,826,000.00 1-17-07990 3 $ 2,000.00 1-17-08406 1-17-07993 6 $ 5,500.00 1-17-08407 1-17-07206 7 $ 10,200.00 1-17-08408 1-17-08363 1-16825 $ 356,800.00 $ 15,761,32800 $ 27,818.00 1-17-08409 $ 16,519,400.00 Fee Values POS to WSOT $16,519,400.00 WSDOT to POS $15,761,328.00 Fee Difference $ 758,072.00 RENT CREDITS PER LEASE Parcel 1A $ 465,074.03 Parcel 3 $ 59,556.16 Parcel 7 $ 233,441.81 Total Rent Credit $ 758,072.00 Exhibit E-1 to WSDOT-Port Property Exchange Agreement Quit Claim Deed from Port to WSDOT (conveying parcels of 0.08 acres and 0.45 acres identified by WSDOT Parcel # 1-16825) [See attached] After Recording Return to: State of Washington Department ofTransportation Real Estate Services Office P O Box 47338 Olympia WA 98504-7338 Quitclaim Deed Grantor(s): Port of Seattle, a Washington municipal corporation Grantee: State of Washington, Department of Transportation Abbreviated Legal Description(s): SW, 04-22-04; Ptn. Tracts 10-15, Parkhurst, unrecorded, lots 1-8, Ptn. Lot 9, Mayvale No. 77, Pg. 19 Tax Parcel No(s).: 666300-0010-03, 042204-9216-07 & 666300-01 02-02 Reference Nos. of additional documents: N/A 1 Parcel 1-16825 The GRANTOR, Port of Seattle, a Washington municipal corporation (“Grantor”) for and in consideration of the terms and conditions of that certain agreement entitled Property Exchange Agreement by and between the Port of Seattle and the Washington State Department of Transportation, dated , conveys and quit claims to the State of Washington, Department of Transportation (“Grantee”), the following described real estate situated in the King County, State of Washington: See Attachment A attached hereto and made a part hereof (the “Property”). Subject to and excepting all easements, reservations, covenants and other encumbrances of record, including the encumbrances set forth below: NOW, THEREFORE, the Grantor reserves unto itself, its successors and assigns, for the use and benefit of the public an easement and right of way, for a right of flight for the passage of aircraft in and through the airspace above the surface of the Property, together with the right to cause in said airspace such noise as may be inherent in the operation of aircraft, now known or hereafter used, for navigation of or flight in the said airspace, and for the use of said airspace for landing on, taking off from, or operating on the Seattle Tacoma International Airport. (1) This is a permanent and non-exclusive easement for the free and unobstructed use and passage of all types of aircraft in and through the airspace over or in the vicinity of the Property, with such use and passage to be unlimited as to frequency, type of aircraft, and proximity. Grantee furthermore waives all damages and claims for damages caused or alleged to be caused by or incidental to such activities. (2) As used herein, the term “aircraft” shall mean any and all types of aircraft, whether now in existence or hereafter manufactured and developed, and shall include, but is not limited to, jet aircraft, propeller-driven aircraft, civil aircraft, military aircraft, commercial aircraft, helicopters and all other types of aircraft or vehicles now in existence or hereafter developed for the purpose of transporting persons or property through the air. (3) That the Grantee expressly agrees for itself, its successors and assigns to restrict the height of structures, objects of natural growth and other obstructions on the Grantee’s property to a height of not more than 416 feet Datum NGVD 29. 2 Parcel 1-16825 (4) The easement and right-of-way hereby reserves to the Grantor the continuing right of the Grantor to prevent the erection or growth upon the Property of any building, structure, tree, or other object that extends into the airspace above said property. The Grantor reserves a right of ingress to, egress from and passage over the Property to remove the offending structure or object, and to cut the offending growth, all at the expense of the Grantee, in the event the aforesaid covenant is breached. (5) That the Grantee expressly agrees for itself, its successors and assigns to not authorize any use of the Property which would interfere with landing or taking off of aircraft at the Seattle Tacoma International Airport, or otherwise constitute an airport hazard. Such hazards include uses that create electrical interference with navigational signals or radio communication between the airport and aircraft, make it difficult for pilots to distinguish between airport lights and other, result in glare in the eyes of pilots using the airport, impair visibility in the vicinity of the airport, create bird strike hazards, or otherwise in any way endanger or interfere with the landing, takeoff or maneuvering of aircraft intending to use the airport. (6) Said easement and burden, together with all things which may be alleged to be incident to or resulting from the use and enjoyment of said easement, including but not limited to the right to cause in all airspace above or in the vicinity of the surface of the Property such noise, vibrations, fume, deposits of dust or other particulate matter, fuel particles (which are incidental to the normal operation of said aircraft), fear, interference with sleep and communications and any and all other effects that may be alleged to be incident to or caused by the operation of aircraft over or in the vicinity of the Property or in landing at or taking off from or operating at or on Seattle Tacoma International Airport is hereby reserved. (7) Grantee does hereby fully waive, remise, and release any right or cause of action which they may now have or which they may have in the future against Grantor, its successor and assigns, due to such noise vibrations, fumes, dust, fuel particles and all other effects that may be caused or may have been caused by the operation of aircraft landing at, or taking off from, or operating at or on Seattle Tacoma International Airport. TO HAVE AND TO HOLD said easement and right-of-way, and all rights pertaining thereto unto the Grantor, its successors, and assigns, until the Seattle Tacoma International Airport shall be abandoned and shall cease to be used for public airport purposes. It being understood and agreed that the aforesaid covenants and agreements shall run with the land and shall be forever binding upon the heirs, administrators, executors, successors and assigns of the Grantee until Seattle Tacoma International Airport shall be abandoned and cease to be used for public airport purposes. 3 Parcel 1-16825 It is understood and agreed that delivery of this deed is hereby tendered and that the terms and obligations hereof shall not become binding upon the State of Washington unlessand until accepted and approved hereon in writing for the State of Washington, Department ofTransportation, by the Director of Real Estate Services. Dated this day of , 2009. GRANTOR: PORT OF SEATTLE, a Washington municipal corporation Jim Schone Director, Aviation Business Development Approved and accepted: STATE OF WASHINGTON Department of Transportation By: Mike Palazzo Director, Real Estate Services Date: APPROVED AS TO FORM: By: Assistant Attorney General REVIEWED AS TO FORM: By: 4 Parcel 1-16825 STATE OF WASHINGTON COUNTY OF KING On this day of I , 2009, certify that Jim Schone personally appeared before me, acknowledged that he is the Director of Aviation Business Development of the corporation that executed the within and foregoing instrument, and signed said instrument by free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument for said corporation. Printed Name: Notary Public in and for the State of Washington, residing at My appointment expires STATE OF WASHINGTON COUNTY OF On this day of , 2009, I certify that Mike Palazzo. personally appeared before me, acknowledged that he signed this instrument, on oath stated that he was authorized to execute this instrument, and acknowledged it as the Director of Real Estate Services of the State of Washington to be the free and voluntary act and deed of such party for the uses and purposes mentioned in the instrument. Printed Name: Notary Public in and for the State of Washington, residing at My appointment expires 5 Parcel 1-16825 Attachment A Legal Descriptions [TRACT 1: That portion ofthe hereinafter described Parcel “A” lying within the following described Tract: Beginning at a point opposite Highway Engineer’s Station A 46+08+ on the A line survey of SR 509, SR 99 to S. 188th St. Vic. and 237.37 feet northwesterly therefrom, said point being on the northerly line of said Parcel “A”; thence westerly to a point opposite Highway Engineer’s Station A 44+71+ on said line survey and 446.91 feet northwesterly therefrom, said point being on the northerly line of said Parcel “A”; thence southeasterly to a point opposite Highway Engineer’s Station A 44+48.99 on said line survey and 347 feet northwesterly therefrom; thence easterly to a point opposite Highway Engineer’s Station A 44+86.02 on said line survey and 258.00 feet northwesterly there from; thence northeasterly to a point opposite Highway Engineer’s Station A 45+61.87 on said line survey and 205.feet northwesterly therefrom; thence northerly to the point of beginning, TRACT 2: That portion hereinafter described Parcel “B” lying Northeasterly of the following described line: Beginning at a point opposite Highway Engineer’s Station (hereinafter referred to as HES) 793+47.14 on the SR 509 line survey of SR 509, SR 99 to S. 188th St. Vic. and 150.00 feet southwesterly therefrom; thence northwesterly to a point opposite HES 794+07.67 on said line survey and 129.58 feet southwesterly therefrom; thence northwesterly to a point opposite HES 795+28 on said line survey and 89 feet southwesterly therefrom; thence Northwesterly along a curve to the left having a radius of 5,449 feet and an arc length of 1,744.81 feet to a point opposite HES 813+16 on said line survey and 110 feet southwesterly therefrom and the terminus of said line description. PARCEL A: The east half of the southeast quarter of the southwest quarter of Section 4, Township 22 North, Range 4 East, W.M., in King County, Washington; EXCEPT the west 20 feet thereof; AND EXCEPT any portion lying within South 208% Street, as conveyed to King County by deed recorded under Recording Number 2710180; AND EXCEPT the east 30 feet of the north half of the southeast quarter of the southeast quarter of the southwest quarter of Section 4, Township 22 North, Range 4 East, W.M., in King County, Washington, conveyed to King County by deed recorded under Recording Number 4714903; AND EXCEPT the north 150 feet of the east 300 feet of the southeast quarter ofthe southwest quarter of Section 4, Township 22 North, Range 4 East, W.M., in King County, Washington, pursuant Stipulated Consent Judgment & Decree of Appropriation recorded under Recording Number 20001020000308; 6 Parcel 1-16825 TOGETHER WITH the east half of vacated 22" Avenue South adjoining, vacated by City of SeaTac Ordinance Number 96-1011, recorded under Recording Number 20060614001524, and attaching thereto by operation of law; (ALSO KNOWN AS a portion of Tracts 1 through 8, Parkhurst, according to the unrecorded plat thereof, and vacated street adjoining.) PARCEL B: The east half of the southeast quarter of the northeast quarter of the southwest quarter of Section 4, Township 22 North, Range 4 East, W.M., in King County, Washington; EXCEPT the south 650 feet of the east 300 feet thereof. PARCEL C: The north half of the south half of the southwest quarter of the southeast quarter of the southwest quarter of Section 4, Township 22 North, Range 4 East, W.M., in King County, Washington; EXCEPT the west 220 feet thereof; AND EXCEPT the east 20 feet thereof; TOGETHER WITH the south half of the north half of the southwest quarter of the southeast quarter of the southwest quarter of Section 4, Township 22 North, Range 4 East, W.M., in King County, Washington, EXCEPT the west 220 feet thereof; AND EXCEPT the south 62 feet thereof; AND EXCEPT the east 20 feet thereof; The south 62 feet of the east 545.01 feet of the said north half of the southwest quarter of the southeast quarter of the southwest quarter of Section 4, Township 22 North, Range 4 East, W.M., in King County, Washington; EXCEPT the west 120 feet thereof; AND EXCEPT the east 20 feet thereof; TOGETHER WITH the north halfof the north half of the southwest quarter of the southeast quarter of the southwest quarter of Section 4, Township 22 North, Range 4 East, W.M., in King County, Washington, EXCEPT the west 220 feet thereof; AND EXCEPT the east 20 feet thereof; TOGETHER WITH the south half of the south half of the northwest quarter of the southeast quarter of the southwest quarter of Section 4, Township 22 North, Range 4 East, W.M., in King County, Washington; EXCEPT the west 395 feet thereof; AND EXCEPT the east 20 feet thereof; TOGETHER WITH the north half of the south half of the northwest quarter of the southeast quarter of the southwest quarter of Section 4, Township 22 North, Range 4 East, W.M., in King County, Washington, 7 Parcel 1-16825 EXCEPT the west 390 feet thereof; AND EXCEPT the east 20 feet thereof; TOGETHER WITH the south half of the north half of the northwest quarter of the southeast quarter of the southwest quarter of Section 4, Township 22 North, Range 4 East, W.M,, in King County, Washington; EXCEPT the west 491.41 feet thereof; AND EXCEPT the east 20 feet thereof; TOGETHER WITH that portion of the west half of vacated 22™ Avenue South adjoining the above described tracts, vacated by City of SeaTac Ordinance Number 96-1011, recorded under Recording Number 20060614001524, and attaching thereto by operation of law; (ALSO KNOWN AS a portion of Tracts 10 through 15, Parkhurst, according to the unrecorded plat thereof and vacated street adjoining.) PARCEL D: Lots 1 through 8, inclusive, and the easterly 70 feet of Lot 9, as measured at right angles to the easterly lines of said Lot 9, Mayvale No. 2, according to the plat thereofrecorded in Volume 77 ofPlats, page 19, in King County, Washington; TOGETHER WITH that portion of the west half of vacated 22° Avenue South adjoining, vacated by City of SeaTac Ordinance Number 96-1011, recorded under Recording Number 20060614001524, and attaching thereto by operation of law. ALSO, the grantor herein conveys and grants to the State of Washington, Department of Transportation all rights of ingress and egress (including all existing, future or potential easements of access, light, view and air) to, from and between SR 509, SR 99 to S. 188th St. Vic. and the remainder of said Parcels “A, “B”, “C” and “D” The lands herein described contain an area of 23,398 square feet, more or less, the specific details concerning all of which are to be found in that certain map of definite location now of record and on file in the office of the Secretary of Transportation at Olympia, and bearing date of approval December 3, 2004 revised March 25, 2005. Grantor’s Initials 8 Parcel 1-16825 Exhibit E-2 to WSDOT-Port Property Exchange Agreement Quit Claim Deed from Port to WSDOT (conveying parcels of 0.68 acres, 18.76 acres, 3.24 acres and 1.13 acres identified by WSDOT Parcel # 1-16827) [See attached] After Recording Return to: State of Washington Department ofTransportation Real Estate Services Office P O Box 47338 Olympia WA 98504-7338 Quitclaim Deed Grantor(s): Port of Seattle, a Washington municipal corporation Grantee: State of Washington, Department of Transportation Abbreviated Legal Description(s): Lots 3-10 Block 2, Block 3, 4, 5,6, 12, 13, 14, 15, 22, Lots 1 through 5 & 8-16, Block 32, Seeley’s Add. To Des Moines, Vol 4, pg. 59, Lots 9 11-12, Koessner Add., Vol. 57, pg. 75, Lots 9-12, Block 1; Lots 1-12, Block 11, Lots 1- 12, Block 21, Lots 1 — 16, Block 31, Lots 1-7 Block 91, Ptn. Lots 1-8 & Lots 9-16, Block 92, Amendatory Plat of a part of Seeley’s Add. To the City of Des Moines “vacated, Vol. 6, pg. 68, S1/2 NW1/4 & NW1/4 SW1/4, 04-22-04 of Document. Assessor’s Tax Parcel Numbers: 768620-0160-08, 768620-0120-07, 768620-0080-05, 768620-0040-04, 768620-0440-00, 392640-0055-01, 768620-0015-05, 768720-0040-03, 768620-0620-02, 768620-0980-06, 768720-0125-01, 768720-0680-08, 768720-0705-09, 768720-0715-07, 768720-0716-06, 392640-0045-04, 768620-1520-01, 768720-0185-08, 768620-0500-07, 768620-0560-04, 768720-0220-05, 768720-0755-08, 768620-1555-09 & 282304-9016-00. || Reference Nos. of additional documents: N/A 1 Parcel 1-16827 The GRANTOR, Port of Seattle, a Washington municipal corporation (“Grantor”) for and in consideration of the terms and conditions of that certain agreement entitled Property Exchange Agreement by and between the Port of Seattle and the Washington State Department of Transportation, dated , conveys and quit claims to the State of Washington, Department of Transportation (“Grantee”), the following described real estate situated in the King County, State of Washington: See Attachment A attached hereto and made a part hereof (the “Property”). Subject to and excepting all easements, reservations, covenants and other encumbrances of record, including the encumbrances set forth below: NOW, THEREFORE, the Grantor reserves unto itself, its successors and assigns, for the use and benefit of the public an easement and right of way, for a right of flight for the passage of aircraft in and through the airspace above the surface of the Property, together with the right to cause in said airspace such noise as may be inherent in the operation of aircraft, now known or hereafter used, for navigation of or flight in the said airspace, and for the use of said airspace for landing on, taking off from, or operating on the Seattle Tacoma International Airport. (1) This is a permanent and non-exclusive easement for the free and unobstructed use and passage of all types of aircraft in and through the airspace over or in the vicinity of the Property, with such use and passage to be unlimited as to frequency, type of aircraft, and proximity. Grantee furthermore waives all damages and claims for damages caused or alleged to be caused by or incidental to such activities. (2) As used herein, the term “aircraft” shall mean any and all types of aircraft, whether now in existence or hereafter manufactured and developed, and shall include, but is not limited to, jet aircraft, propeller-driven aircraft, civil aircraft, military aircraft, commercial aircraft, helicopters and all other types of aircraft or vehicles now in existence or hereafter developed for the purpose of transporting persons or property through the air. (3) That the Grantee expressly agrees for itself, its successors and assigns to restrict the height of structures, objects of natural growth and other obstructions on the Grantee’s property to a height of not more than 416 feet Datum NGVD 29. 2 Parcel 1-16827 (4) The easement and right-of-way hereby reserves to the Grantor the continuing right of the Grantor to prevent the erection or growth upon the Property of any building, structure, tree, or other object that extends into the airspace above said property. The Grantor reserves a right of ingress to, egress from and passage over the Property to remove the offending structure or object, and to cut the offending growth, all at the expense of the Grantee, in the event the aforesaid covenant is breached. (5) That the Grantee expressly agrees for itself, its successors and assigns to not authorize any use of the Property which would interfere with landing or taking off of aircraft at the Seattle Tacoma International Airport, or otherwise constitute an airport hazard. Such hazards include uses that create electrical interference with navigational signals or radio communication between the airport and aircraft, make it difficult for pilots to distinguish between airport lights and other, result in glare in the eyes of pilots using the airport, impair visibility in the vicinity of the airport, create bird strike hazards, or otherwise in any way endanger or interfere with the landing, takeoff or maneuvering of aircraft intending to use the airport. (6) Said easement and burden, together with all things which may be alleged to be incident to or resulting from the use and enjoyment of said easement, including but not limited to the right to cause in all airspace above or in the vicinity of the surface of the Property such noise, vibrations, fume, deposits of dust or other particulate matter, fuel particles (which are incidental to the normal operation of said aircraft), fear, interference with sleep and communications and any and all other effects that may be alleged to be incident to or caused by the operation of aircraft over or in the vicinity of the Property or in landing at or taking off from or operating at or on Seattle Tacoma International Airport is hereby reserved. 7) Grantee does hereby fully waive, remise, and release any right or cause of action which they may now have or which they may have in the future against Grantor, its successor and assigns, due to such noise vibrations, fumes, dust, fuel particles and all other effects that may be caused or may have been caused by the operation of aircraft landing at, or taking off from, or operating at or on Seattle Tacoma International Airport. TO HAVE AND TO HOLD said easement and right-of-way, and all rights pertaining thereto unto the Grantor, its successors, and assigns, until the Seattle Tacoma International Airport shall be abandoned and shall cease to be used for public airport purposes. It being understood and agreed that the aforesaid covenants and agreements shall run with the land and shall be forever binding upon the heirs, administrators, executors, successors and assigns of the Grantee until Seattle Tacoma International Airport shall be abandoned and cease to be used for public airport purposes. 3 Parcel 1-16827 It is understood and agreed that delivery of this deed is hereby tendered and that the terms and obligations hereof shall not become binding upon the State of Washington unlessanid until accepted and approved hereon in writing for the State of Washington, Department ofTransportation, by the Director of Real Estate Services. Dated this day of , 2009. GRANTOR: PORT OF SEATTLE, a Washington municipal corporation Jim Schone Director, Aviation Business Development Approved and accepted: STATE OF WASHINGTON Department of Transportation By: Mike Palazzo Director, Real Estate Services Date: APPROVED AS TO FORM: By: Assistant Attorney General REVIEWED AS TO FORM: By: 4 Parcel 1-16827 STATE OF WASHINGTON COUNTY OF KING On this day of » 2009, I certify that Jim Schone personally appeared before me, acknowledged that he is the Director of Aviation Business Development of the corporation that executed the within and foregoing instrument, and signed said instrument by free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument for said corporation. Printed Name: Notary Public in and for the State of Washington, residing at My appointment expires STATE OF WASHINGTON COUNTY OF On this day of I certify that Mike Palazzo. , 2009, personally appeared before me, acknowledged that he signed this instrument, on oath stated that he was authorized to execute this instrument, and acknowledged it as the Director of Real Estate Services of the State of Washington to be the free and voluntary act and deed of such party for the uses and purposes mentioned in the instrument. Printed Name: Notary Public in and for the State of Washington, residing at My appointment expires 5 Parcel 1-16827 Attachment A Legal Description TRACT 1: All that portion of the hereinafter described Tract “X” lying within the following described tract: Beginning at a point opposite Highway Engineer’s Station (hereinafter referred foas HES) S. 200TH 39+01 on the S. 200TH line survey of SR 509, SR 99 to S. 188 St. Vic. and 30 feet Northerly therefrom; thence Northerly to a point opposite said HES and 54 feet Northerly therefrom;thence Easterly, parallel with said line survey to a point opposite HES S. 200TH 39+60; thence Northeasterly to a point opposite HES S. 200TH 39+78 on said line survey and 89 feet Northerly therefrom; thence Northeasterly to a point opposite HES S. 200TH 40+74.11 on said line survey and 109.36 feet Northerly therefrom; thence Northeasterly to a point opposite HES S. 200TH 42+80 on said line 200THsurvey and 153 feet Northerly therefrom; thence Southeasterly to a point opposite HES S.43+64.59 on said line survey and 115.37 feet Northerly therefrom; thence Southeasterly to a point opposite HES S. 200TH 44+80 on said line survey and 64 feet Northerly therefrom; thence Easterly to a point opposite HES S. 200TH 46+00 on said line survey and 61 feet Northerly therefrom; thence Southerly to a point opposite said HES and 30 feet Northerly therefrom; thence Westerly, parallel with said line survey, to the point ofbeginning. TRACT 2: All that portion of the hereinafter described TRACT “X” lying within the following described tract: Beginning at a point opposite Highway Engineer’s Station (hereinafter referred toas HES) S. 200TH 34+48.70 on the S. 200TH line survey of SR 509, SR 99 to S. 188% St. Vic. and 68 feet Northerly therefrom; thence Easterly to a point opposite HES S. 200TH 37+55 on said line survey and 82 feet Northerly therefrom; thence Southerly to a point opposite said HES and 30 feet Northerly therefrom; thence Westerly, parallel with said line survey, to a point opposite HES S. 200TH 35+21.58; thence Northwesterly to the point ofbeginning. TRACT 3: All that portion of the hereinafter described TRACT “X” lying between Lines A and B: Line A: Beginning at a point opposite Highway Engineer’s Station(hereinafter referred to as HES) 795+28 on the SR 509 line survey of SR 509, SR 99 to S. 188™ St. Vic. and 89 feet Southwesterly therefrom; thence Northwesterly, along a curve to the left having a radius of 5449 feet an arc distance of 1744.81 feet, to a point opposite HES 813+16 on said line survey and 110 feet Southwesterly therefrom; thence Westerly to a point opposite S. 200TH 22+20 on the S. 200TH line survey of said highway and 73 feet Northerly therefrom and the terminus of said line. Line B: 6 Parcel 1-16827 Beginning at a point opposite Highway Engineer’s Station (hereinafter referred to as HES 800+31.71 on the SR 509 line survey of SR 509, SR 99 to S. 188" St. Vic. and 76 feet Northeasterly therefrom; thence Northwesterly, parallel with said line survey, to a point opposite HES 811+71; thence Northerly to a point opposite HES 812+02 on said line survey and 145 feet Northeasterly therefrom; thence Northwesterly to a point opposite HES 815+46 on said line survey and 158 feet Northeasterly therefrom; thence Westerly to a point opposite HES 817+44.39 on said line survey and 127.94 feet Northeasterly therefrom; thence Northwesterly to a point opposite HES 820+00 on said line survey and 130 feet Northeasterly therefrom and the end of this line description. TRACT 4: All that portion of the hereinafter described TRACT “X” lying within the following described tract: Beginning at a point opposite Highway Engineer’s Station (hereinafter referred to as HES) S. 200TH 22+20 on the S. 200TH line survey of SR 509, SR 99 to S. 188" St. Vic. and 73 feet Northerly therefrom; thence Southerly to a point opposite said HES and 30 feet Southerly therefrom; thence Westerly, parallel with said line survey, to a point opposite HES 200TH 22+10+; thence Northerly to a point opposite said HES and 20 feet Southerly therefrom; thence Westerly, parallel with said line survey, to a point opposite HES S. 200TH 20+00.20; thence Southerly to a point opposite HES S. 200TH 20+00.44 on said line survey and 45 feet Southerly therefrom; thence Westerly, parallel with said line survey, to a point opposite HES S. 200TH 16+16.99; thence Northerly to a point opposite HES S. 200TH 16+12.87 on said line survey and 55 feet Northerly therefrom; thence Easterly, parallel with said line survey, to a point opposite HES S. 200TH 17+84.75; thence Northwesterly to a point opposite HES 825+50 on the SR 509 line survey of said highway and 410 feet Southwesterly therefrom; thence Northwesterly to a point opposite HES 830+50 on said SR 509 line survey and 300 feet Southwesterly therefrom; thence Northwesterly to a point opposite HES 835+55+ on said SR 509 line survey and 169.11 feet Southwesterly therefrom; thence Westerly to a point opposite HES 836+04.06 on said SR 509 line survey and 219.71 feet Southwesterly therefrom; thence Northerly to a point opposite HES 836+30.39 on said SR 509 line survey and 192 feet Southwesterly therefrom; thence Northwesterly to a point opposite HES 839+41 on said SR 509 line survey and 173.11 feet Southwesterly therefrom; thence Northerly to a point opposite HES 841+97 on said SR 509 line survey and 175 feet Northeasterly therefrom; thence Southeasterly to a point opposite HES 836+72.14 on said SR 509 line survey and 222.75 feet Northeasterly therefrom; thence Southeasterly to a point opposite HES 836+53.17 on said SR 509 line survey and 223.30 feet Northeasterly therefrom; thence Southeasterly to a point opposite HES 833+50 on said SR 509 line survey and 221 feet Northeasterly therefrom; thence Southeasterly to a point opposite HES 829+50 on said SR 509 line survey and 290 feet Northeasterly therefrom; thence Southeasterly to a point opposite HES 827+00 on said SR 509 line survey and 230 feet Northeasterly therefrom; thence Southeasterly to a point opposite HES 820+00 on said SR 509 line survey and 130 feet Northeasterly therefrom; thence Southeasterly to a point opposite HES 813+16 on said SR 509 line survey and 110 feet Southwesterly therefrom; thence Westerly to the point ofbeginning. TRACT 5: All that portion of the hereinafter described TRACT “X” lying within the following described tract: 7 Parcel 1-16827 Beginning at a point opposite Highway Engineer’s Station (hereinafter referred to as HES) S. 200TH 30+83.09 on the S. 200TH line survey of SR 509, SR 99 to S. 188% St. Vic. and 30 feet Northerly therefrom; thence Westerly, parallel with said line survey, to a point opposite HES S. 200TH 29+26.23; thence Southerly to a point opposite said HES and 30 feet Southerly therefrom; thence Westerly, parallel with said line survey, to a point opposite HES S. 200TH 24+96.42; thence Northerly to a point opposite said HES and 30 feet Northerly therefrom; thence Westerly, parallel with said line survey, to a point opposite S. 200TH 22+20; thence Northerly to a point opposite said HES and 73 feet Northerly therefrom; thence Easterly to a point opposite HES 813+16 on the SR 509 line survey of said highway and 110 feet Southwesterly therefrom; thence Southeasterly to the point of beginning. TRACT X PARCEL A: Lots 9, 11 and 12, Koessner Addition, according to the plat thereof recorded in Volume 57 of Plats, page 75, in King County, Washington; EXCEPT that portion of said Lot 11 conveyed to the State of Washington for highway by deed recorded under Recording Number 7212260178; TOGETHER WITH the North half of South 196™ Place adjoining said Lots, vacated by City of SeaTac Ordinance Numbers 02-1002 and 96-1011, recorded under Recording Numbers 20040419000733 and 20060614001524, and attaching thereto by operation of law. PARCEL B: Lots 9 through 12, inclusive, Block 1, Amendatory Plat of part of Seeley's Addition to the City of Des Moines, "vacated", according to the plat thereofrecorded in Volume 6 of Plats, page 68, in King County, Washington; EXCEPT that portion conveyed to the State of Washington for highway purposes by deed recorded under Recording Number 7211060292; ALSO Lots 3 through 10, inclusive, Block 2, Seeley's Addition to the City of Des Moines, "vacated", according to the plat thereof recorded in Volume 4 of Plats, page 59, in King County, Washington; TOGETHER WITH that portion of 15™ Place (Edna Street) lying northerly of the north line of South 197" Street and southerly of the north line of said Lot 3, Block 2, produced east, as vacated by order filed in Volume 48, pages 582 and 583 of King County Commissioner's Records, and attaching to said Blocks 1 and 2 by operation of law; EXCEPT the east 32.5 feet of that portion of said vacated street lying northerly of the north line of said Lot 9, Block 1, produced west; AND TOGETHER WITHthe east half of 15 Avenue South adjoining Lots 3 through 10, inclusive, said Block 2, vacated by City of SeaTac Ordinance Numbers 02-1002 and 96-1011, recorded under Recording Numbers 20040419000733 and 20060614001524, and attaching thereto by operation of law; 8 Parcel 1-16827 AND TOGETHER WITH the north half of South 197 Street adjoining said Blocks 1 and 2 and adjoining the aforementioned vacated streets, vacated by City of SeaTac Ordinance Numbers 02-1002 and 96-1011, recorded under Recording Numbers 20040419000733 and 20060614001524, and attaching thereto by operation of law. PARCEL C: All of Block 3, 4 and 5, Seeley's Addition to the City of Des Moines, "vacated", according to the plat thereofrecorded in Volume 4 of Plats, page 59, in King County, Washington; EXCEPT that portion of Block 3 condemned for highway purposes in King County Superior Court Cause No. SC782483; TOGETHER WITH that portion of the vacated alley between Blocks 3 and 4 of said plat and that portion of 14™ Avenue South adjoining said Blocks 4 and 5, vacated by City of SeaTac Ordinance Numbers 98-1044 and 96-1011, recorded under Recording Numbers 9904151321 and 20060614001524, and attaching thereto by operation of law; AND TOGETHER WITH the north halfof South 197™ Street and the west half of 15™ Avenue South adjoining, vacated by City of SeaTac Ordinance Numbers 02- 1002 and 96-1011, recorded under Recording Numbers 20040419000733 and 20060614001524, and attaching thereto by operation of law. AND TOGETHER WITH the south half of South 196" Place adjoining, vacated by City of SeaTac Ordinance Number 02-1002, recorded under Recording Numbers 20040419000733, and attaching thereto by operation of law. PARCEL D: All of Block 6, Secley's Addition to the city of Des Moines, "vacated", according to the plat thereof recorded in Volume 4 of Plats, page 59, in King County, Washington. TOGETHER WITH the north half of South 197" Street adjoining said Block 6, vacated by City of SeaTac Ordinance Number 96-1011, recorded under Recording Number 20060614001524, and attaching thereto by operation of law. PARCELE: Lots 1 through 12, inclusive, Block 11, Amendatory Plat ofpart of Seeley's Addition to the City of Des Moines, "vacated", according to the plat thereof recorded in Volume 6 of Plats, page 68, in King County, Washington; 9 Parcel 1-16827 TOGETHER WITH the east halfof 15" Place South adjoining said Block 11, vacated by City of SeaTac Ordinance Numbers 98-1044 and 96-1011, recorded under Recording Numbers 9904151321 and 20060614001524, and attaching thereto by operation of law; AND TOGETHER WITH the south halfof South 197" Street and the north half of South 198" Street adjoining, vacated by City of SeaTac Ordinance Numbers 02- 1002 and 96-1011, recorded under Recording Numbers 20040419000733 and 20060614001524, and attaching thereto by operation of law. PARCEL F: All of Block 12, 13 and 14 Seeley's Addition to the City of Des Moines, "vacated", according to the plat thereof recorded in Volume 4 of Plats, page 59, in King County, Washington; TOGETHER WITH the east halfof 14® Avenue South adjoining said Block 14, vacated by order entered in King County Superior Court Cause Number 85-2-07561- 7, recorded under Recording Number 8508150435, and by City of SeaTac Ordinance Number 96-1011, recorded under Recording Number 20060614001524, and attaching thereto by operation of law; AND TOGETHER WITH that portion of the vacated alley between Blocks 13 and 14 of said plat, vacated by City of SeaTac Ordinance Number 98-1044, recorded under Recording Numbers 9904151321, and attaching thereto by operation of law; AND TOGETHER WITH the west halfof 15% Place South adjoining said Block 12, vacated by City of SeaTac Ordinance Numbers 98-1044 and 96-1011, recorded under Recording Numbers 9904151321 and 20060614001524, and attaching thereto by operation of law; AND TOGETHER WITH the south half of South 197% Street, the north half of South 198" Street and that portion of 15% Avenue South adjoining, vacated by City of SeaTac Ordinance Numbers 02-1002 and 96-1011, recorded under Recording Numbers 20040419000733 and 20060614001524, and attaching thereto by operation of law. PARCEL G: Block 15, Seeley’s Addition to the City of Des Moines “vacated”, according to the plat thereof recorded in Volume 4 of Plats, page 59, in King County, Washington; TOGETHER WITH the east halfof alley adjoining the south 50 feet and the south 50 feet of the north 150 feet of said Block 15, vacated by order entered in King County Superior Court Cause Number 85-2-07561-7, recorded under Recording Number 8508150435, and attaching thereto by operation of law; 10 Parcel 1-16827 AND TOGETHER WITH the west half of 14™ Avenue South, vacated by City of SeaTac Ordinance Numbers 98-1044 and 96-1011, recorded under Recording Numbers 9904151321 and 20060614001524, and attaching thereto by operation of law; AND TOGETHER WITH the south half of South 197" Street adjoining, vacated by City of SeaTac Ordinance Numbers 02-1002 and 96-1011, recorded under Recording Numbers 20040419000733 and 20060614001524, and attaching thereto by operation of law; AND TOGETHER WITH the north half of South 198" Street adjoining, vacated by City of SeaTac Ordinance Number 96-1011, recorded under Recording Number 20060614001524, and attaching thereto by operation of law. recorded under Recording Numbers 20040419000733 and 20060614001524 PARCEL H: Block 22 and Lots 1, 2, 3, 4 and 5, Block 32, Seeley’s Addition to the City of Des Moines (vacated), according to the plat thereofrecorded in Volume 4 of Plats, page 59, in King County, Washington; TOGETHER WITH the west halfof alley adjoining, vacated by City of SeaTac Ordinance Number 98-1044, recorded under Recording Number 9904151321, and attaching thereto by operation of law; AND TOGETHER WITH that portion of South 199" Street adjoining vacated by City of SeaTac Ordinance Numbers 98-1044 and 96-1011, recorded under Recording Numbers 9904151321 and 20060614001524, and attaching thereto by operation of law; AND TOGETHER WITH the south half of South 198% Street adjoining, vacated by City of SeaTac Ordinance Numbers 02-1002 and 96-1011,, and attaching thereto by operation of law; AND TOGETHER WITH the east half of 15™ Avenue South adjoining, vacated by City of SeaTac Ordinance Number 96-1011, recorded under Recording Number 20060614001524, and attaching thereto by operation of law. PARCEL I: That portion of Block 31 and 92 lying north of the northerly margin of South 200" Street as established by order filed June 17, 1957 in Volume 59 of Commissioners Records, page 76 and all of Block 21 and 91, Amendatory Plat of Part of Seeley's Addition to the City of Des Moines (vacated), according to the plat thereof recorded in Volume 6 of Plats, page 68, in King County, Washington; TOGETHER WITH the east half of alley, South 199" Street and 16™ Avenue South adjoining, vacated by order entered in King County Superior Court Cause Number 11 Parcel 1-16827 85-2-07561-7, recorded under Recording Number 8508150435, and by City of SeaTac Ordinance Numbers 98-1044 and 96-1011, recorded under Recording Numbers 9904151321 and 20060614001524, and attaching thereto by operation of law; AND TOGETHER WITH the south half of South 198 Street adjoining, vacated by City of SeaTac Ordinance Numbers 02-1002 and 96-1011, recorded under Recording Numbers 20040419000733 and 20060614001524, and attaching thereto by operation of law. PARCEL J: Lots 9 through 16, inclusive, Block 31 and Lots 9 through 16, inclusive, Block 92, Amendatory Plat ofpart of Seeley's Addition to the City of Des Moines, "vacated", according to the plat thereof recorded in Volume 6 of Plats, page 68, in King County, Washington and Lots 8 through 16, inclusive, Block 32, Seeley’s Addition to the City of Des Moines "vacated", according to the plat thereof recorded in Volume 4 of Plats, page 59, in King County, Washington, lying south of the southerly margin of South 200" Street as established by order filed June 17, 1957 in Volume 59 of Commissioners Records, page 76. Excepting therefrom those portions as conveyed to King County by deed recorded under recording number 4842068 TOGETHER WITH the alley lying between said Blocks 31 and 32, vacated by order entered in King County Superior Court Cause Number 85-2-07561-7, recorded under Recording Number 8508150435, and by City of SeaTac Ordinance Numbers 98-1044 and 96-1011, recorded under Recording Numbers 9904151321 and 20060614001524, and attaching thereto by operation of law; AND TOGETHER WITH the north half of South 201" Street and 16% Avenue South adjoining, vacated by order entered in King County Superior Court Cause Number 85-2-07561-7, recorded under Recording Number 8508150435, and by City of SeaTac Ordinance Numbers 98-1044, 02-1002 and 96-1011, recorded under Recording Numbers 9904151321, 20040416000733 and 20060614001524, and attaching thereto by operation of law. PARCEL K: The west three-quarters ofthe south half of the northwest quarter of Section 4, Township 22 North, Range 4 East, W.M., in King County, Washington; EXCEPT that portion conveyed to the State of Washington by deed recorded under Recording Number 7509050361 for SR509; AND EXCEPT 18" Avenue South; AND EXCEPT South 196™ Street; AND EXCEPT that portion lying within the right-of-way for South 200" Street, established by order filed June 17, 1957 in Volume 59 of Commissioners Records, page 76, and by deeds recorded under Recording Numbers 4838308, 4849964, 4849965 and 4857502; 12 Parcel 1-16827 AND the northeast quarter of the northwest quarter of the southwest quarter of Section 4, Township 22 North, Range 4 East, W.M., in King County, Washington; EXCEPT the west 320 feet; AND EXCEPT any portion thereof lying within SR509; AND EXCEPT that portion lying within the right-of-way for South 200" Street, established by order filed June 17, 1957 in Volume 59 of Commissioners Records, page 76, and by deeds recorded under Recording Number 4839934. ALSO, the grantor herein conveys and grants to the State of Washington, Department of Transportation all rights of ingress and egress (including all existing, future or potential easements of access, light, view and air) to, from and between SR 509, SR 99 to S. 188th St. Vic. and the remainder of said TRACT “X”. The lands herein described contain an area of 1,064,842 square feet, more or less, the specific details concerning all of which are to be found in that certain map of definite location now of record and on file in the office of the Secretary of Transportation at Olympia, and bearing date of approval December 3, 2004. | |Grantor’s Initials 13 Parcel 1-16827 Exhibit E-3 to WSDOT-Port Property Exchange Agreement Quit Claim Deed from Port to WSDOT (conveying parcel of 0.24 acres identified by WSDOT Parcel #1-16852) [See attached] After Recording Return to: State ofWashington Department ofTransportation Real Estate Services Office P O Box 47338 Olympia WA 98504-7338 Quitclaim Deed Grantor(s): Port of Seattle, a Washington municipal corporation Grantee: State of Washington, Department of Transportation Abbreviated Legal Description(s): ] Ptn. Lot 1, Koessner Addition, Volume 57, pgs. 75,76 and 77 Tax Parcel No(s).: | 392640-0005-02] Reference Nos. of additional documents: N/A 1 Parcel 1-16852 The GRANTOR, Port of Seattle, a Washington municipal corporation (“Grantor”) for and in consideration of the terms and conditions of that certain agreement entitled Property Exchange Agreement by and between the Port of Seattle and the Washington State Department of Transportation, dated , conveys and quit claims to the State of Washington, Department of Transportation (“Grantee”), the following described real estate situated in the King County, State of Washington: See Attachment A attached hereto and made a part hereof (the “Property”). Subject to and excepting all easements, reservations, covenants and other encumbrances of record, including the encumbrances set forth below: NOW, THEREFORE, the Grantor reserves unto itself, its successors and assigns, for the use and benefit of the public an easement and right of way, for a right of flight for the passage of aircraft in and through the airspace above the surface of the Property, together with the right to cause in said airspace such noise as may be inherent in the operation of aircraft, now known or hereafter used, for navigation of or flight in the said airspace, and for the use of said airspace for landing on, taking off from, or operating on the Seattle Tacoma International Airport. (1) This is a permanent and non-exclusive easement for the free and unobstructed use and passage of all types of aircraft in and through the airspace over or in the vicinity of the Property, with such use and passage to be unlimited as to frequency, type of aircraft, and proximity. Grantee furthermore waives all damages and claims for damages caused or alleged to be caused by or incidental to such activities. (2) As used herein, the term “aircraft” shall mean any and all types of aircraft, whether now in existence or hereafter manufactured and developed, and shall include, but is not limited to, jet aircraft, propeller-driven aircraft, civil aircraft, military aircraft, commercial aircraft, helicopters and all other types of aircraft or vehicles now in existence or hereafter developed for the purpose of transporting persons or property through the air. (3) That the Grantee expressly agrees for itself, its successors and assigns to restrict the height of structures, objects of natural growth and other obstructions on the Grantee’s property to a height of not more than 416 feet Datum NGVD 29. 2 Parcel 1-16852 (4) The easement and right-of-way hereby reserves to the Grantor the continuing right of the Grantor to prevent the erection or growth upon the Property of any building, structure, tree, or other object that extends into the airspace above said property. The Grantor reserves a right of ingress to, egress from and passage over the Property to remove the offending structure or object, and to cut the offending growth, all at the expense of the Grantee, in the event the aforesaid covenant is breached. (5) That the Grantee expressly agrees for itself, its successors and assigns to not authorize any use of the Property which would interfere with landing or taking off of aircraft at the Seattle Tacoma International Airport, or otherwise constitute an airport hazard. Such hazards include uses that create electrical interference with navigational signals or radio communication between the airport and aircraft, make it difficult for pilots to distinguish between airport lights and other, result in glare in the eyes of pilots using the airport, impair visibility in the vicinity of the airport, create bird strike hazards, or otherwise in any way endanger or interfere with the landing, takeoff or maneuvering of aircraft intending to use the airport. (6) Said easement and burden, together with all things which may be alleged to be incident to or resulting from the use and enjoyment of said easement, including but not limited to the right to cause in all airspace above or in the vicinity of the surface of the Property such noise, vibrations, fume, deposits of dust or other particulate matter, fuel particles (which are incidental to the normal operation of said aircraft), fear, interference with sleep and communications and any and all other effects that may be alleged to be incident to or caused by the operation of aircraft over or in the vicinity of the Property or in landing at or taking off from or operating at or on Seattle Tacoma International Airport is hereby reserved. 7) Grantee does hereby fully waive, remise, and release any right or cause of action which they may now have or which they may have in the future against Grantor, its successor and assigns, due to such noise vibrations, fumes, dust, fuel particles and all other effects that may be caused or may have been caused by the operation of aircraft landing at, or taking off from, or operating at or on Seattle Tacoma International Airport. TO HAVE AND TO HOLD said easement and right-of-way, and all rights pertaining thereto unto the Grantor, its successors, and assigns, until the Seattle Tacoma International Airport shall be abandoned and shall cease to be used for public airport purposes. It being understood and agreed that the aforesaid covenants and agreements shall run with the land and shall be forever binding upon the heirs, administrators, executors, successors and assigns of the Grantee until Seattle Tacoma International Airport shall be abandoned and cease to be used for public airport purposes. 3 Parcel 1-16852 It is understood and agreed that delivery of this deed is hereby tendered and that the terms and obligations hereof shall not become binding upon the State of Washington unlessanld until accepted and approved hereon in writing for the State of Washington, Department of Transportation, by the Director of Real Estate Services. Dated this day of , 20009. GRANTOR: PORT OF SEATTLE, a Washington municipal corporation Jim Schone Director, Aviation Business Development Approved and accepted: STATE OF WASHINGTON Department of Transportation By: Mike Palazzo Director, Real Estate Services Date: APPROVED AS TO FORM: By: Assistant Attorney General REVIEWED AS TO FORM: By: 4 Parcel 1-16852 STATE OF WASHINGTON COUNTY OF KING On this day of , 2009, I certify that Jim Schone personally appeared before me, acknowledged that he is the Director of Aviation Business Development of the corporation that executed the within and foregoing instrument, and signed said instrument by free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument for said corporation. Printed Name: Notary Public in and for the State of Washington, residing at My appointment expires STATE OF WASHINGTON COUNTY OF On this day of , 2009, I certify that Mike Palazzo personally appeared before me, acknowledged that he signed this instrument, on oath stated that he was authorized to execute this instrument, and acknowledged it as the Director of Real Estate Services of the State of Washington to be the free and voluntary act and deed of such party for the uses and purposes mentioned in the instrument. Printed Name: Notary Public in and for the State of Washington, residing at My appointment expires 5 Parcel 1-16852 Attachment A Legal Descriptions All of that portion of the hereinafter described Parcel “A”, lying northerly of the following described line: Beginning at a point opposite Highway Engineers Station 841+59.74 (hereinafter referred to as HES) on the SR 509 line survey of SR 509, SR 99 to S.188% St. Vic. and 100.00 feet southwesterly therefrom; thence southeasterly, parallel with said line survey, to a point opposite HES 840+84.99; thence southwesterly, along a curve to the right having a radius of 1,462.68 feet an arc length of 63.43 feet, to a point opposite HES 840+49.29 on said line survey and 151.68 feet southwesterly therefrom; thence southeasterly to a point opposite HES 840+27.64 on said line survey and 185.30 feet southwesterly therefrom; thence southeasterly to a point opposite HES 839+41 on said line survey and 173.11 feet southwesterly therefrom; thence southeasterly to a point opposite HES 836+30.39 on said line survey and 192.00 feet southwesterly therefrom and the terminus of said line. PARCEL A Lot 1, Koessner Addition, according to the plat thereof recorded in Volume 57 of plats, pages 75, 76 and 77, in King County, Washington. EXCEPT the south 10 feet thereof. ALSO, the grantors herein convey and grant to the State of Washington, Department of Transportation all rights of ingress and egress (including all existing, future or potential easements of access, light, view and air) to, from and between SR 509, SR 99 To S. 188th St. Vic. and the remainder of said Parcel “A”. The lands herein described contain an area of 10,532 square feet, more or less, the specific details concerning all of which are to be found in that certain map of definite location now ofrecord and on file in the office of the Secretary ofTransportation at Olympia, and bearing date of approval December 3, 2004. [Grantors Initials 6 Parcel 1-16852 Exhibit E-4 to WSDOT-Port Property Exchange Agreement Quit Claim Deed from Port to WSDOT (conveying parcel of 0.02 acres identified by WSDOT Parcel #1-16884) [See attached] After Recording Return to: State of Washington Department of Transportation Real Estate Services Office P O Box 47338 Olympia WA 98504-7338 Quitclaim Deed Grantor(s): Port of Seattle, a Washington municipal corporation Grantee: State of Washington, Department ofTransportation Abbreviated Legal Description(s): Ptn. NW SE 32-23-4 Tax Parcel No(s).: |282304-9016-00 | Reference Nos. of additional documents: N/A Parcel 1-16884 The GRANTOR, Port of Seattle, a Washington municipal corporation (“Grantor”) for and in consideration of the terms and conditions of that certain agreement entitled Property Exchange Agreement by and between the Port of Seattle and the Washington State Department of Transportation, dated , conveys and quit claims to the State of Washington, Department of Transportation (“Grantee”), the following described real estate situated in the King County, State ofWashington: See Attachment A attached hereto and made a part hereof (the “Property”). Subject to and excepting all easements, reservations, covenants and other encumbrances of record, including the encumbrances set forth below: NOW, THEREFORE, the Grantor reserves unto itself, its successors and assigns, for the use and benefit of the public an easement and right of way, for a right of flight for the passage of aircraft in and through the airspace above the surface of the Property, together with the right to cause in said airspace such noise as may be inherent in the operation of aircraft, now known or hereafter used, for navigation of or flight in the said airspace, and for the use of said airspace for landing on, taking off from, or operating on the Seattle Tacoma International Airport. (1) This is a permanent and non-exclusive easement for the free and unobstructed use and passage of all types of aircraft in and through the airspace over or in the vicinity of the Property, with such use and passage to be unlimited as to frequency, type of aircraft, and proximity. Grantee furthermore waives all damages and claims for damages caused or alleged to be caused by or incidental to such activities. (2) As used herein, the term “aircraft” shall mean any and all types of aircraft, whether now in existence or hereafter manufactured and developed, and shall include, but is not limited to, jet aircraft, propeller-driven aircraft, civil aircraft, military aircraft, commercial aircraft, helicopters and all other types of aircraft or vehicles now in existence or hereafter developed for the purpose of transporting persons or property through the air. (3) That the Grantee expressly agrees for itself, its successors and assigns to restrict the height of structures, objects of natural growth and other obstructions on the Grantee’s property to a height of not more than 416 feet Datum NGVD 29. 2 Parcel 1-16884 (4) The easement and right-of-way hereby reserves to the Grantor the continuing right of the Grantor to prevent the erection or growth upon the Property of any building, structure, tree, or other object that extends into the airspace above said property. The Grantor reserves a right of ingress to, egress from and passage over the Property to remove the offending structure or object, and to cut the offending growth, all at the expense of the Grantee, in the event the aforesaid covenant is breached. (5) That the Grantee expressly agrees for itself, its successors and assigns to not authorize any use of the Property which would interfere with landing or taking off of aircraft at the Seattle Tacoma International Airport, or otherwise constitute an airport hazard. Such hazards include uses that create electrical interference with navigational signals or radio communication between the airport and aircraft, make it difficult for pilots to distinguish between airport lights and other, result in glare in the eyes of pilots using the airport, impair visibility in the vicinity of the airport, create bird strike hazards, or otherwise in any way endanger or interfere with the landing, takeoff or maneuvering of aircraft intending to use the airport. (6) Said easement and burden, together with all things which may be alleged to be incident to or resulting from the use and enjoyment of said easement, including but not limited to the right to cause in all airspace above or in the vicinity of the surface of the Property such noise, vibrations, fume, deposits of dust or other particulate matter, fuel particles (which are incidental to the normal operation of said aircraft), fear, interference with sleep and communications and any and all other effects that may be alleged to be incident to or caused by the operation of aircraft over or in the vicinity of the Property or in landing at or taking off from or operating at or on Seattle Tacoma International Airport is hereby reserved. @ Grantee does hereby fully waive, remise, and release any right or cause of action which they may now have or which they may have in the future against Grantor, its successor and assigns, due to such noise vibrations, fumes, dust, fuel particles and all other effects that may be caused or may have been caused by the operation of aircraft landing at, or taking off from, or operating at or on Seattle Tacoma International Airport. TO HAVE AND TO HOLD said easement and right-of-way, and all rights pertaining thereto unto the Grantor, its successors, and assigns, until the Seattle Tacoma International Airport shall be abandoned and shall cease to be used for public airport purposes. It being understood and agreed that the aforesaid covenants and agreements shall run with the land and shall be forever binding upon the heirs, administrators, executors, successors and assigns of the Grantee until Seattle Tacoma International Airport shall be abandoned and cease to be used for public airport purposes. 3 Parcel 1-16884 It is understood and agreed that delivery of this deed is hereby tendered and that the terms and obligations hereof shall not become binding upon the State of Washington unlessanid until accepted and approved hereon in writing for the State of Washington, Department of Transportation, by the Director of Real Estate Services. Dated this day of 2009. , GRANTOR: PORT OF SEATTLE, a Washington municipal corporation Jim Schone Director, Aviation Business Development Approved and accepted: STATE OF WASHINGTON Department of Transportation By: Mike Palazzo Director, Real Estate Services Date: APPROVED AS TO FORM; By: Assistant Attorney General REVIEWED AS TO FORM: By: 4 Parcel 1-16884 STATE OF WASHINGTON COUNTY OF KING On this day of , 2009, I certify that Jim Schone personally appeared before me, acknowledged that he is the Director of Aviation Business Development of the corporation that executed the within and foregoing instrument, and signed said instrument by free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument for said corporation. Printed Name: Notary Public in and for the State of Washington, residing at My appointment expires STATE OF WASHINGTON COUNTY OF On this day of I , 2009, certify that Mike Palazzo personally appeared before me, acknowledged that he signed this instrument, on oath stated that he was authorized to execute this instrument, and acknowledged it as the Director of Real Estate Services of the State of Washington to be the free and voluntary act and deed of such party for the uses and purposes mentioned in the instrument. Printed Name: Notary Public in and for the State of Washington, residing at My appointment expires 5 Parcel 1-16884 Attachment A Legal Description All that portion of the hereinafter described Parcel “A” lying southwesterly of the following described line: Beginning at a point opposite Highway Engineer’s Station (hereinafter referred to as HES) DMW 36+10 on the DMW line survey of SR 509, SR 99 to S. 188% St. Vic. and 68 feet Northeasterly therefrom; thence Southeasterly,parallel with said line survey, to a Joint opposite HES DMW 36:+43.29; thence Southeasterly, continuing parallel with said -ine survey, to a point opposite HES DMW 36+68; thence Southeasterly to a point opposite HES DMW 36+98 on said line survey and 57 feet Northeasterly therefrom, thence Easterly, parallel with said line survey, to a point opposite HES DMW 37+15; thence Southwesterly to a point opposite said HES and 50 feet Southwesterly therefrom and the terminus of said line description. Parcel A That portion of the Northwest Quarter of the Southeast Quarter of Section 32, Township 23 North, Range 4 East,w.M, IN King County, Washington, lying northeasterly of Des Moines Way (now S. 188% St.) Except that portion thereof conveyed to the State of Washington for highway by deed recorded under recording number 7203090277. ALSO, the grantors herein convey and grant to the State of Washington, Department of Transportation all rights of ingress and egress (including all existing, future or potential easements of access, light, view and air) to, from and between SR 509, SR 99 to S. 188th St. Vic. and the remainder of said Parcel “A” The lands herein described contain an area of 742 square feet, more or less, the specific details concerning all of which are to be found in that certain map of definite location now ofrecord and on file in the office of the Secretary of Transportation at Olympia, and bearing date of approval December 3, 2004, as revised. Grantor's Initials 6 Parcel 1-16884 Exhibit E-5 to WSDOT-Port Property Exchange Agreement Quit Claim Deed from Port to WSDOT (conveying parcel of 0.64 acres identified by WSDOT Parcel # 1-22568) [See attached] After Recording Return to: State of Washington Department of Transportation Real Estate Services Office P O Box 47338 Olympia WA 98504-7338 Quitclaim Deed Grantor(s): Port of Seattle, a Washington municipal corporation Grantee: State of Washington, Department of Transportation Abbreviated Legal Description(s): NW SE, 29-23-4 | Tax Parcel No(s).: [292304-9061-03 | Reference Nos. of additional documents: N/A Parcel 1-22568 The GRANTOR, Port of Seattle, a Washington municipal corporation (“Grantor”) for and in consideration of the terms and conditions of that certain agreement entitled Property Exchange Agreement by and between the Port of Seattle and the Washington State Department of Transportation, dated , conveys and quit claims to the State of Washington, Department of Transportation (“Grantee”), the following described real estate situated in the King County, State of Washington: See Attachment A attached hereto and made a part hereof (the “Property”). Subject to and excepting all easements, reservations, covenants and other encumbrances of record, including the encumbrances set forth below: NOW, THEREFORE, the Grantor reserves unto itself, its successors and assigns, for the use and benefit of the public an easement and right of way, for a right of flight for the passage of aircraft in and through the airspace above the surface of the Property, together with the right to cause in said airspace such noise as may be inherent in the operation of aircraft, now known or hereafter used, for navigation of or flight in the said airspace, and for the use of said airspace for landing on, taking off from, or operating on the Seattle Tacoma International Airport. (1) This is a permanent and non-exclusive easement for the free and unobstructed use and passage of all types of aircraft in and through the airspace over or in the vicinity of the Property, with such use and passage to be unlimited as to frequency, type of aircraft, and proximity. Grantee furthermore waives all damages and claims for damages caused or alleged to be caused by or incidental to such activities. (2) As used herein, the term “aircraft” shall mean any and all types of aircraft, whether now in existence or hereafter manufactured and developed, and shall include, but is not limited to, jet aircraft, propeller-driven aircraft, civil aircraft, military aircraft, commercial aircraft, helicopters and all other types of aircraft or vehicles now in existence or hereafter developed for the purpose of transporting persons or property through the air. (3) That the Grantee expressly agrees for itself, its successors and assigns to restrict the height of structures, objects of natural growth and other obstructions on the Grantee’s property to a height of not more than 416 feet Datum NGVD 29. 2 Parcel 1-22568 (4) The easement and right-of-way hereby reserves to the Grantor the continuing right of the Grantor to prevent the erection or growth upon the Property of any building, structure, tree, or other object that extends into the airspace above said property. The Grantor reserves a right of ingress to, egress from and passage over the Property to remove the offending structure or object, and to cut the offending growth, all at the expense of the Grantee, in the event the aforesaid covenant is breached. (5) That the Grantee expressly agrees for itself, its successors and assigns to not authorize any use of the Property which would interfere with landing or taking off of aircraft at the Seattle Tacoma International Airport, or otherwise constitute an airport hazard. Such hazards include uses that create electrical interference with navigational signals or radio communication between the airport and aircraft, make it difficult for pilots to distinguish between airport lights and other, result in glare in the eyes of pilots using the airport, impair visibility in the vicinity of the airport, create bird strike hazards, or otherwise in any way endanger or interfere with the landing, takeoff or maneuvering of aircraft intending to use the airport. (6) Said easement and burden, together with all things which may be alleged to be incident to or resulting from the use and enjoyment of said easement, including but not limited to the right to cause in all airspace above or in the vicinity of the surface of the Property such noise, vibrations, fume, deposits of dust or other particulate matter, fuel particles (which are incidental to the normal operation of said aircraft), fear, interference with sleep and communications and any and all other effects that may be alleged to be incident to or caused by the operation of aircraft over or in the vicinity of the Property or in landing at or taking off from or operating at or on Seattle Tacoma International Airport is hereby reserved. (7) Grantee does hereby fully waive, remise, and release any right or cause of action which they may now have or which they may have in the future against Grantor, its successor and assigns, due to such noise vibrations, fumes, dust, fuel particles and all other effects that may be caused or may have been caused by the operation of aircraft landing at, or taking off from, or operating at or on Seattle Tacoma International Airport. TO HAVE AND TO HOLD said easement and right-of-way, and all rights pertaining thereto unto the Grantor, its successors, and assigns, until the Seattle Tacoma International Airport shall be abandoned and shall cease to be used for public airport purposes. It being understood and agreed that the aforesaid covenants and agreements shall run with the land and shall be forever binding upon the heirs, administrators, executors, successors and assigns of the Grantee until Seattle Tacoma International Airport shall be abandoned and cease to be used for public airport purposes. 3 Parcel 1-22568 It is understood and agreed that delivery of this deed is hereby tendered and that the terms and obligations hereof shall not become binding upon the State of Washington unlessand until accepted and approved hereon in writing for the State of Washington, Department of Transportation, by the Director of Real Estate Services. Dated this day of , 2009. GRANTOR: PORT OF SEATTLE, a Washington municipal corporation Jim Schone Director, Aviation Business Development Approved and accepted: STATE OF WASHINGTON Department of Transportation By: Mike Palazzo Director, Real Estate Services Date: APPROVED AS TO FORM: By: Assistant Attorney General REVIEWED AS TO FORM: By: 4 Parcel 1-22568 STATE OF WASHINGTON COUNTY OF KING On this day of , 2009, I | certify that Jim Schone personally appeared before me, acknowledged that he is the Director of Aviation Business Development of the corporation that executed the within and foregoing instrument, and signed said instrument by free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument for said corporation. Printed Name: Notary Public in and for the State of Washington, residing at My appointment expires STATE OF WASHINGTON COUNTY OF On this day of , 2009, I certify that Mike Palazzo. personally appeared before me, acknowledged that he signed this instrument, on oath stated that he was authorized to execute this instrument, and acknowledged it as the Director of Real Estate Services of the State of Washington to be the free and voluntary act and deed of such party for the uses and purposes mentioned in the instrument. Printed Name: Notary Public in and for the State of Washington, residing at My appointment expires 5 Parcel 1-22568 Attachment A Legal Description All of that portion of the hereinafter described TRACT “X”, lying within the following described parcel: Beginning at a point opposite Highway Engineer’s Station 927+15 on the SR 509 line survey of SR 509, SR 516 to Des Moines Way South and 118.24 feet northeasterly therefrom; thence easterly to a point opposite Highway Engineer’s Station 926+85 on said line survey and 195 feet northeasterly therefrom; thence northerly to a point opposite Highway Engineer’s Station 928+74 on said line survey and 285.00 feet northeasterly therefrom; thence westerly to a point opposite Highway Engineer’s Station 929+50 on said line survey and 120.63 feet northeasterly therefrom; thence southeasterly to the point ofbeginning. TRACT X: PARCEL A: The west half of the southwest quarter of the northwest quarter of the southeast quarter of Section 29, Township 23 North, Range 4 East, W.M., in King County, Washington; EXCEPT the north 244 feet thereof; AND EXCEPT that portion conveyed to the State of Washington for highway purposes by deed recorded under Recording Number 7105140295. PARCEL B: The east half of the southwest quarter of the northwest quarter of the southeast quarter of Section 29, Township 23 North, Range 4 East, W.M., in King County, Washington; EXCEPT that portion thereof conveyed to King County for road purposes by deed recorded under Recording Number 1515888. PARCEL C: That portion of the south half of the southwest quarter of the northwest quarter of the northwest quarter of the southeast quarter of Section 29, Township 23 North, Range 4 East, W.M., in King County, Washington, described as follows: Beginning at the center of Section 29, Township 23 North, Range 4 East, W.M., in King County, Washington; thence south 01°35'23" west, along the centerline of said section, 659.83 feet to the TRUE POINT OF BEGINNING; thence south 88°47'54" east 322.23 feet; thence north 01°34'18" east 84.89 feet; thence north 88°47'12" west 192.20 feet; thence south 01°35'23" west 40.06 feet to a point of curve; thence on an arc to the right 31.28 feet, the radius ofwhich is 20 feet; thence north 88°47'54" west 110.13 feet; thence south 01°35'23" west 25 feet to the TRUE POINT OF BEGINNING; 6 Parcel 1-22568 EXCEPT the west 30 feet thereof. PARCEL D: The south 81.33 feet of the north 244 feet of the west half of the southwest quarter of the northwest quarter of the southeast quarter of Section 29, Township 23 North, Range 4 East, W.M,, in King County, Washington; EXCEPT the west 165 feet thereof, per King County Short Plat Application No. 3815 dated August 1, 1966. PARCEL E: The north 244 feet of the west 165 feet of the southwest quarter ofthe northwest quarter ofthe southeast quarter of Section 29, Township 23 North, Range 4 East, W.M., in King County, Washington; EXCEPT that portion thereofcondemned for SR 509 in King County Superior Court Cause Number 744785; AND EXCEPT that portion thereof conveyed to the State of Washington by deeds recorded under Recording Numbers 7911200104 and 7911200105. PARCEL F: The north 162.67 feet of the west half of the southwest quarter of the northwest quarter of the southeast quarter of Section 29, Township 23 North, Range 4 East, W.M., in King County, Washington; EXCEPT the north 81.33 feet thereof, and EXCEPT the west 165 feet thereof, per King County Short Plat Application No. 3815 dated August 1, 1966. PARCEL G: The north 81.33 feet of the west half of the southwest quarter of the northwest quarter of the southeast quarter of Section 29, Township 23 North, Range 4 East, W.M., in King County, Washington; EXCEPT the west 165 feet thereof, per King County Short Plat Application No. 3815 dated August 1, 1966. ALSO, the grantors herein convey and grant to the State of Washington, Department of Transportation all rights of ingress and egress (including all existing, future or potential easements of access, light, view and air) to, from and between SR SR 516 to Des , Moines Way South and the remainder of said TRACT “X” The lands herein described contain an area of 27,691 square feet, more or less, the specific details concerning all of which are to be found in that certain map of definite location now ofrecord and on file in the office of the Secretary ofTransportation at Olympia, and bearing date of approval December 1, 1969, revised June 28, 2007. Grantor's Initialg 7 Parcel 1-22568 Exhibit F-1 to WSDOT-Port Property Exchange Agreement Quit Claim Deed from WSDOT to Port (conveying 2.32 acre parcel identified as Parcel 1 in Table ofAgreed Upon Values and by IC # 1-17-03329) [See attached] After recording return document to: State of Washington Department ofTransportation Real Estate Services Office PO Box 47338 Olympia, WA 98504-7338 PLEASE MAKE NO MARK IN THE MARGIN SPACE - RESERVED FOR COUNTY AUDITOR'S USE Document Title: Quitclaim Deed Reference Number of Related Documents: Grantor(s): State of Washington, Department of Transportation Grantee(s): Port of Seattle, a Washington municipal corporation Legal Description: Ptn lots 6 thru 8 blk 2 Lowe’s Terrace No, 14 56/67 and Ptn. SE % SE % 21-23-04 & SW % SW Y% 22-23-04 Additional Legal Description is on Pages 1 and 2 of Document Assessor’s Tax Parcel Number: None Available - Road QUITCLAIM DEED SR 518, Riverton Heights, SR 509 to SR 5 KNOW ALL MEN BY THESE PRESENTS, that the STATE OF WASHINGTON, Grantor, per the terms of the Property Exchange Agreement dated hereby conveys and quitclaims unto the PORT OF SEATTLE, a municipal corporation, Grantee, all right, title, and interest under the jurisdiction of the Department of Transportation, in and to the following described real property, and any after acquired interest therein, situated in King County, in the State ofWashington: That portion of Tract “X” described as follows: Beginning at a point opposite Highway Engineer’s Station (hereinafter referred to as HES) N- E 14+50 on the N-E Ramp line survey of SR 518, Riverton Heights: SR 509 to SR 5 and 60 feet Southeasterly therefrom; thence Northeasterly parallel with said line survey to a point opposite HES N-E 19+50; thence Northeasterly to a point opposite HES N-E 22+00 on said N-E Ramp line survey and 87 feet Southeasterly therefrom; thence Easterly to a point opposite HES N-E 23+70 on said line survey and 105 feet Southerly therefrom; RES-411 Page 1 of4 Pages IC No. 1-17-03329 Revised 9/2008 PLEASE MAKE NO MARK IN THE MARGIN SPACE - RESERVED FOR COUNTY AUDITOR'S USE ONLY. QUITCLAIM DEED thence Southeasterly to a point opposite HES PHS 422+70 on the PHS line survey of said highway and 62 feet Northwesterly therefrom, thence Southwesterly to a point opposite HES PHS 420+03 on said PHS line survey and 63 feet Northwesterly therefrom; thence Southwesterly to a point opposite HES BR 18+00 on the BR Ramp line survey of said highway and 60 feet Southerly therefrom; thence Westerly to a point opposite HES BR 19+00 on said BR Ramp line survey and 70 feet Southwesterly therefrom; thence Northwesterly parallel with said BR Ramp line survey to a point opposite HES BR 20+30; thence Northwesterly to a point opposite HES N-E 19+50 on the N-E line survey of said highway and 90 feet Southeasterly therefrom; thence Southwesterly to the point ofbeginning. Tract “X> Parcel 1 Lots 6, 7 and 8 Block 2 of Lowe’s Terrace No. 14, according to the plat recorded in Volume 56 of Plats, page 67, records of King County. Parcel 2 The Southeast quarter ofthe Southeast quarter of Section 21, Township 23 North, Range 4 East, W.M. Parcel 3 The Southwest quarter of the Southwest quarter of Section 22, Township 23 North, Range 4 East, W.M. The Grantor herein reserves all rights of ingress and egress (including all existing, future or potential easements of access, light, view and air) to, from and between SR 518, Riverton Heights, SR 509 to SR 5, and the lands herein conveyed. Subject to all existing encumbrances, including easements, restrictions and reservations, if any. The specific details concerning all ofwhich may be found on sheets 5, 6, and 9 of that certain plan entitled SR 518, Riverton Heights, SR 509 to SR 5 now of record and on file in the Office of the Secretary of Transportation at Olympia, Washington, bearing date of approval March 6, 1969. RES-411 Page 2 of4 Pages IC No. 1-17-03329 PLEASE MAKE NO MARK IN THE MARGIN SPACE - RESERVED FOR COUNTY AUDITOR'S USE ONLY, PLEASE MAKE NO MARK IN THE MARGIN SPACE - RESERVED FOR COUNTY AUDITOR'S USE ONLY. | QUITCLAIM DEED The grantee as part consideration herein does hereby agree to comply with all civil rights and anti-discrimination requirements of Chaper 49.60 RCW as to the lands herein described. The lands herein described are not required for State highway purposes and are conveyed pursuant to the provisions ofRCW 47.12. Dated at Olympia, Washington, this day of 2008. , STATE OF WASHINGTON By: Paula J. Hammond, P.E. Secretary of Transportation APPROVED AS TO FORM: By: Assistant Attorney General REVIEWED AS TO FORM: By: RES-411 Page 3 of 4 Pages IC No. 1-17-03329 PLEASE MAKE NO MARK IN THE MARGIN SPACE - RESERVED FOR COUNTY AUDITOR'S USE ONLY. PLEASE MAKE NO MARK IN THE MARGIN SPACE - RESERVED FOR COUNTY AUDITOR'S USE ONLY. QUITCLAIM DEED STATE OF WASHINGTON ) : ss. County of Thurston ) On this day of before me personally appeared Paula J. Hammond, P.E., to me known to be the Secretary ofTransportation, Washington State Department of Transportation, and executed the foregoing instrument, acknowledged said instrument to be the free and voluntary act and deed of said State of Washington, for the uses and purposes therein mentioned, and on oath states that she is authorized to execute said instrument. GIVEN under my hand and official seal the day and year last above written. Notary (print name) Notary Public in and for the State of Washington, residing at My Appointment expires RES-411 Page 4 of4 Pages IC No. 1-17-03329 PLEASE MAKE NO MARK IN THE MARGIN SPACE - RESERVED FOR COUNTY AUDITOR'S USE ONLY. Exhibit F-2 to WSDOT-Port Property Exchange Agreement Quit Claim Deed from WSDOT to Port (conveying 3.76 acre parcel identified as Parcel 2 in Table ofAgreed Upon Values and by IC # 1-17-07989) [See attached] After recording return document to: State of Washington Department of Transportation Real Estate Services Office PO Box 47338 Olympia, WA 98504-7338 PLEASE MAKE NO MARK IN THE MARGIN SPACE - RESERVED FOR COUNTY AUDITOR'S USE Document Title: Quitclaim Deed Reference Number of Related Documents: Grantor(s): State of Washington, Department of Transportation Grantee(s): Port of Seattle, a Washington municipal corporation Legal Description: Ptn SE 4 SE %, SW % SE % 21 23 04 & lot 3 and lots 3 thru 9 Glenroy Acres 51/82 Additional Legal Description is on Pages 1 and 2 of Document Assessor’s Tax Parcel Number: None Available - Road QUITCLAIM DEED SR 518, Riverton Heights, SR 509 to SR 5 KNOW ALL MEN BY THESE PRESENTS, that the STATE OF WASHINGTON, Grantor, per the terms of the Property Exchange Agreement dated, hereby conveys and quitclaims unto the PORT OF SEATTLE, a municipal corporation, Grantee, all right, title, and interest under the jurisdiction of the Department of Transportation, in and to the following described real property, and any after acquired interest therein, situated in King County, in the State of Washington: That portion of the hereinafter described Tract “X” lying within a tract of land described as: Beginning at a point opposite Highway Engineer’s Station (herein after referred to as HES) S. 160th St. 8+78 on the S. 160th St. line survey of SR 518, Riverton Heights: SR 509 to SR 5 and 30 feet Northerly therefrom; thence Northeasterly, parallel with the A.S.R. line survey of said highway to a point opposite HES ASR 140+15.90 on said A.S.R. line survey and 35 feet Southeasterly therefrom; thence Southeasterly to a point opposite HES N-W 227+21.64 on the N-W line survey of said highway and 54.16 feet Southeasterly therefrom; RES-411 Page 1 of 4 Pages IC No. 1-17-07989 Revised 9/2008 PLEASE MAKE NO MARK IN THE MARGIN SPACE - RESERVED FOR COUNTY AUDITOR'S USE ONLY. QUITCLAIM DEED thence Southwesterly to a point opposite HES N-W 228+83.45 on said N-W line survey and 50.23 feet Southeasterly therefrom; thence Southwesterly to a point opposite HES N-W 229+57.69 on said N-W line survey and 68.05 feet Southeasterly therefrom; thence Southwesterly to a point opposite HES N-W 229-+78.09 on said N-W line survey and 75.48 feet Southeasterly therefrom; thence Southwesterly to a point opposite HES S. 160th St. 13+48.33 on said S. 160th St. line survey and 36.24 feet Northerly therefrom; thence Westerly to a point opposite HES S. 160th St. 13+12.19 on said S. 160th St. line survey and 30 feet Northerly therefrom; thence Westerly, parallel with said S. 160th St. line survey, to the point of beginning. Tract “X” Parcel 1 The Southeast quarter of the Southeast quarter of Section 21, Township 23 North, Range 4 East, W.M. Parcel 2 The Southwest quarter of the Southeast quarter of Section 21, Township 23 North, Range 4 East, W.M. Parcel 3 Lot 1 and Lots 3 through 9 inclusive, Glenroy Acres, according to the plat recorded in Volume 51 of Plants, page 82, records of King county, Washington. Parcel 4 28™ Ave. South as shown on the Plat of Glenroy Acres, according to the plat recorded in Volume 51 of Plants, page 82, records of King county, Washington. The Grantor herein reserves all rights of ingress and egress (including all existing, future or potential easements of access, light, view and air) to, from and between SR 518, Riverton Heights, SR 509 to SR 5, and the lands herein conveyed. Subject to all existing encumbrances, including easements, restrictions and reservations, if any. The specific details concerning all of which may be found on sheet 9 of that certain plan entitled SR 518, Riverton Heights, SR 509 to SR 5 now ofrecord and on file in the Office of RES-411 Page 2 of4 Pages IC No. 1-17-07989 PLEASE MAKE NO MARK IN THE MARGIN SPACE - RESERVED FOR COUNTY AUDITOR'S USE ONLY. PLEASE MAKE NO MARK IN THE MARGIN SPACE - RESERVED FOR COUNTY AUDITOR'S USE ONLY. QUITCLAIM DEED the Secretary of Transportation at Olympia, Washington, bearing date of approval March 6, 1969. The grantee as part consideration herein does hereby agree to comply with all civil rights and anti-discrimination requirements of Chaper 49.60 RCW as to the lands herein described. The lands herein described are not required for State highway purposes and are conveyed pursuant to the provisions ofRCW 47.12. Dated at Olympia, Washington, this day of 2008. , STATE OF WASHINGTON By: Paula J. Hammond, P.E. Secretary of Transportation APPROVED AS TO FORM: By: Assistant Attorney General REVIEWED AS TO FORM: By: RES-411 Page 3 of 4 Pages IC No. 1-17-07989 PLEASE MAKE NO MARK IN THE MARGIN SPACE - RESERVED FOR COUNTY AUDITOR'S USE ONLY. PLEASE MAKE NO MARK IN THE MARGIN SPACE - RESERVED FOR COUNTY AUDITOR'S USE ONLY. QUITCLAIM DEED STATE OF WASHINGTON ) : Ss. County of Thurston ) On this day of before me personally appeared Paula J. Hammond, P.E., to me known to be the Secretary of Transportation, Washington State Department of Transportation, and executed the foregoing instrument, acknowledged said instrument to be the free and voluntary act and deed of said State of Washington, for the uses and purposes therein mentioned, and on oath states that she is authorized to execute said instrument. GIVEN under my hand and official seal the day and year last above written. Notary (print name) Notary Public in and for the State of Washington, residing at My Appointment expires RESH411 Page 4 of 4 Pages IC No. 1-17-07989 PLEASE MAKE NO MARK IN THE MARGIN SPACE - RESERVED FOR COUNTY AUDITOR'S USE ONLY. Exhibit F-3 to WSDOT-Port Property Exchange Agreement Quit Claim Deed from WSDOT to Port (conveying 0.25 acre parcel identified as Parcel 6 in Table of Agreed Upon Values and by IC # 1-17-07993) [See attached] After recording return document to: State of Washington Department of Transportation Real Estate Services Office PO Box 47338 Olympia, WA 98504-7338 PLEASE MAKE NO MARK IN THE MARGIN SPACE - RESERVED FOR COUNTY AUDITOR'S USE Document Title: Quitclaim Deed Reference Number of Related Documents: Grantor(s): State of Washington, Department of Transportation Grantee(s): Port of Seattle, a Washington municipal corporation Legal Description: Ptn NW % SE 4 & SW % NE % 32 23 04 Additional Legal Description is on Page of Document Assessor’s Tax Parcel Number: IC 1-17- 07993 QUITCLAIM DEED SR 509 SR 99 TO S. 188™ ST. VIC. KNOW ALL MEN BY THESE PRESENTS, that the STATE OF WASHINGTON, Grantor, per the terms of the Property Exchange Agreement dated, hereby conveys and quitclaims unto the PORT OF SEATTLE, a municipal corporation, Grantee, all right, title, and interest under the jurisdiction of the Department of Transportation, in and to the following described real property, and any after acquired interest therein, situated in King County, in the State of Washington: That portion of the hereinafter described Tract “X” lying within the following described tract of land: Beginning at a point opposite Highway Engineer’s Station (hereinafter referred to as HES) DMW 36+43.29 on the DMW line survey of SR 509, SR 99 to S. 188™ St. Vic. and 68 feet Southeasterly therefrom; thence Northwesterly, parallel with said line survey, to a point opposite HES DMW 36+10; thence Northwesterly to a point opposite HES 883+24 on the SR 509 line survey of said highway and 378 feet Southeasterly therefrom; thence Northerly to a point opposite HES 885+48 on said SR 509 line survey and 344.76 feet Southeasterly therefrom; thence Southeasterly to the point ofbeginning. RES-411 Page 1 of4 Pages IC No. 1-17-07993 Revised 9/2008 PLEASE MAKE NO MARK IN THE MARGIN SPACE - RESERVED FOR COUNTY AUDITOR'S USE ONLY. QUITCLAIM DEED Tract X: That portion of the Northwest Quarter of the Southeast Quarter and the Southwest Quarter of the Northeast Quarter, all in Section 32, Township 23 North, Range 4 East, W.M, King County, Washington, lying within that certain parcel as deeded to the State of Washington under recording number 7203090277. The Grantor herein reserves all rights of ingress and egress (including all existing, future or potential easements of access, light, view and air) to, from and between SR 509, SR 99 to S. 188™ St. Vic., and the lands hereinconveyed. Subject to all existing encumbrances, including easements, restrictions and reservations, if any. The specific details concerning all of which may be found on sheet 15 of that certain plan entitled SR 509, SR 99 TO S. 188™ ST. VIC. now of record and on file in the Office ofthe Secretary of Transportation at Olympia, Washington, bearing date of approval of December 3, 2004. The grantee as part consideration herein does hereby agree to comply with all civil rights and anti-discrimination requirements of Chaper 49.60 RCW as to the lands herein described. The lands herein described are not required for State highway purposes and are conveyed pursuant to the provisions ofRCW 47.12. Dated at Olympia, Washington, this day of , 2008. STATE OF WASHINGTON By: Paula J. Hammond, P.E. Secretary of Transportation APPROVED AS TO FORM: By: Assistant Attorney General RES-411 Page 2 of4 Pages IC No. 1-17-07993 PLEASE MAKE NO MARK IN THE MARGIN SPACE - RESERVED FOR COUNTY AUDITOR'S USE ONLY. PLEASE MAKE NO MARK IN THE MARGIN SPACE - RESERVED FOR COUNTY AUDITOR'S USE ONLY. QUITCLAIM DEED REVIEWED AS TO FORM: 3y: R3S-411 Page 3 of 4 Pages IC No. 1-17-07993 PLEASE MAKE NO MARK IN THE MARGIN SPACE - RESERVED FOR COUNTY AUDITOR'S USE ONLY. PLEASE MAKE NO MARK IN THE MARGIN SPACE - RESERVED FOR COUNTY AUDITOR'S USE ONLY. "QUITCLAIM DEED STATE OF WASHINGTON ) : Ss. County of Thurston ) On this day of before me personally appeared Paula J. Hammond, P.E., to me known to be the Secretary of Transportation, Washington State Department of Transportation, and executed the foregoing instrument, acknowledged said instrument to be the free and voluntary act and deed of said State of Washington, for the uses and purposes therein mentioned, and on oath states that she is authorized to execute said instrument. GIVEN under my hand and official seal the day and year last above written. Notary (print name) Notary Public in and for the State of Washington, residing at My Appointment expires RES-411 Page 4 of4 Pages IC No. 1-17-07993 PLEASE MAKE NO MARK IN THE MARGIN SPACE - RESERVED FOR COUNTY AUDITOR'S USE ONLY. EXHIBIT 4 TO MEMO Exhibit 4 — Golf Course-Related Lease Of 6.16 acres (attaching marked-up right-of-way plan sheets and aerial depiction of Premises) [See attached] Revised 4/2009 AA-01-12499 IC 1-17-08407 Parcel 1-16827 SR 509, SR 99 to S. 188" St. Vic. GROUND LEASE The WASHINGTON STATE DEPARTMENT OF TRANSPORTATION, hereinafter called "STATE," and serving in the capacity of Landlord pursuant to RCW 47.12.120 does hereby lease, demise and let unto The PORT OF SEATTLE, a Washington Municipal Corporation, hereinafter called "PORT," that certain property located in King County, State of Washington, and described below. RECITALS A. Pursuant to that certain land exchange agreement between the STATE and the PORT entitled Property Exchange Agreement by and between the Port ofSeattle and the Washington State Department ofTransportation (Exchange Agreement), the PORT will have conveyed nine parcels to the STATE in exchange for fee title conveyances of three parcels and rent credit for three airspace leases. Among the nine parcels that the PORT will have conveyed to the STATE is Parcel 1-16827, comprising 4.37 acres in the vicinity of Tyee Golf Course at 18™ Ave. S. and S. 200" St. in SeaTac,Washington. B. Pursuant to the Exchange Agreement, the STATE and PORT have agreed that upon conveyance of Parcel 1-16827, the STATE would lease back said parcel to the PORT along with an additional 1.79 acres of STATE-owned land located adjacent to Parcel 1-16827, together comprising the Leased Premises. The Leased Premises is further described and depicted in Exhibit A, which is incorporated here by reference. C. The Leased Premises represents 6.16 acres of the total 117.5 acres that comprise the Tyee Golf Course. D. The PORT has authority to enter into this Lease pursuant to 53.08.140. AGREEMENT NOW, THEREFORE, in consideration of the terms, conditions, covenants and performances contained herein, IT IS MUTUALLY AGREED THAT: RES 418 Page 1 of 17 Revised 4/2009 1. PREMISES. The STATE does hereby lease to the PORT, and the PORT does hereby lease from the STATE Parcel 1-16827 together with an additional 1.79 acres of STATE- owned land located adjacent to Parcel 1-16827 in the vicinity of the Tyee Golf Course at 18 Ave. S. and S. 200" St. in SeaTac, Washington, for a total of 6.16 acres, as further described and depicted in Exhibit A, attached hereto and by this reference incorporated herein (Leased Premises). 2. TERM. A. The term of this Lease shall be Twenty (20) years, commencing on the Recording Date. B. Recording Date means the date that the conveyance document for Parcel 1-16827 is recorded at the King County Recorder’s Office. The parties shall, within five (5) business days of the Recording Date, complete and initial the following: The Recording date is: , 2009. Initials: STATE PORT 3. RENEWAL. This Lease may be renewed by the PORT for Two (2) additional Ten (10) year periods (Renewal Periods); Provided that; (A) the PORT is not in default and has not been in default during the term of this Lease; (B) there is no alternative public need for the Premises; (C) PORT’s continued use under this Lease does not impair the safety or operation of the STATE’s highway or facility, as solely determined by the STATE; and (D) the terms and conditions of this Lease conform to then existing state policies or practices, laws, regulations and contracts, or provided the PORT is willing to amend this Lease to bring it into compliance with such policies, practices, laws, regulations, and contracts. The Renewal Periods shall be on the same terms and conditions as set forth herein, except as modified by any changes in policies, practices, laws, regulations or contracts and as reflected in a written amendment signed by both parties. The PORT shall give notice of its intent to renew this Lease for each Renewal Period at least Ninety (90) calendar days, but not more than Six (6) months, prior to the expiration of this Lease, or any renewal thereof. 4. RENT. A. The PORT covenants and agrees to pay rent for the Leased Premises to the STATE on or before the 1* day of the second calendar month (due date) during the entire term of this Lease. For example, which is provided for illustrative purposes only, the PORT shall pay rent for the month of May on or before July 1* of that same year. The monthly rental rate PORT shall pay STATE shall be equal to 5.24 percent (5.24%) of Gross Revenues received by PORT from the PORT’s Concessionaire for operation of the Tyee Valley Golf Course, subject to RES 418 Page2of 17 Revised 4/2009 adjustment as hereinafter provided. Rent shall be payable at the address designated under Section 4.D. Provided, that PORT shall receive only monetary compensation from their concessionaire and such compensation shall be based on fair market value of the concession. B. “Gross Revenues” as used in this Lease shall mean the total sum in dollars of the total selling price of any service, experience, or merchandise sold from any business conducted in or from the areas of the Tyee Valley Golf Course leased to Concessionaire, excluding, however, the following: 1) any sales taxes, shipping or finance charges, cabaret or other excise taxes which are chargeable against the customer or patron by the Concessionaire; 2) returns of merchandise for credit adjustments or allowances for claimed defect and refunds on sales; and 3) articles sold at no profit and for the customer or patron’s accommodation. C. The percentage applied to Gross Revenues to determine Rent shall be calculated by dividing the number of acres subject to this Lease by the total number of acres leased to the PORT’s current or future Concessionaires, Subtenants, or Licensees for operation as a golf course. In the event that the total number of acres leased to future Concessionaires, Subtenants, or Licenses for operation as a golf course increases or decreases, the percentage applied to Gross Revenues shall accordingly decrease or increase. D. All payments are to be made payable to the STATE, on or before the above due date and mailed or delivered to the Washington State Department of Transportation: DEPARTMENT OF TRANSPORTATION (Mailing Address) Attn.: Property Management Section Manager P. O. Box 47339 Olympia, WA 98504-7339 DEPARTMENT OF TRANSPORTATION (Physical Address) Attn.: Property Management Section Manager 243 Israel Road, S.E., Suite 101 Tumwater, WA 98501 S. CHARGE FOR LATE PAYMENT, NSF CHECKS. A. If any sums payable to STATE under this Lease are not received by the Fifth (5™) day following its due date, PORT shall pay STATE, in addition to the amount due, for the cost of collecting and handling such payment, an amount equal to the greater of One Hundred and no/100 Dollars ($100.00) or Five Percent (5%) of the delinquent amount. In addition, all delinquent sums payable by PORT to STATE and not paid within Five (5) days of the due date shall, at STATE’s option, bear interest at the rate of Twelve Percent (12%) per annum, or the highest rate of interest allowable by law, whichever is greater; provided that if the highest rate allowable by law is less than Twelve Percent (12%), interest charged hereunder shall not exceed RES 418 Page3of17 Revised 4/2009 that amount. Interest on all delinquent amounts shall be calculated from the original due date to the date of payment. Also there shall be a charge for any check returned uncollectable in accordance with WAC 468-20-900. STATE and PORT agree that such charges represent a fair and reasonable estimate of the costs incurred by STATE by reason of late payments and uncollectable checks. B. The STATE’s acceptance of late payment charges and/or any portion of the overdue payment shall in no event constitute an accord and satisfaction, compromise of such payment, or a waiver of PORT’s default with respect to such overdue payment, nor prevent the STATE from exercising any other rights and remedies granted in this Lease. C. When a delinquency exists, any payments received will be applied first to the late payment charge and late payment fees, next to delinquent rent, and any balance remaining to the current month’s rent and Leasehold Excise Tax, if applicable. 6. TERMINATION BY STATE. A. WSDOT may terminate this Lease, without penalty or further liability as follows: (1) Upon not less than five (5) calendar days prior written notice to PORT, if PORT fails to cure a default for payment of amounts due under this Lease within that five (5) day period. (2) Upon not less than thirty (30) calendar days prior written notice to PORT, if PORT defaults other than non-payment of rent, and fails to cure such default within that thirty (30) day period, or such longer period, as may be reasonably determined by the STATE, ifPORT is diligently working to cure the default; (3) Immediately, upon written notice, if STATE is required by court order, by legislative action, or by a governmental agency having jurisdiction to take some action, which would effectively prohibit PORT’s use of the Leased Premises; (4) Immediately, upon written notice, if a receiver is appointed to take possession of PORT’s assets, the PORT makes a general assignment for the benefit of creditors, or the PORT becomes insolvent or takes or suffers action under the Bankruptcy Act; 5) Immediately if an emergency exists and STATE determines that it is in the best interest of STATE to terminate. (6) Upon not less than one hundred eighty (180) calendar days prior written notice to PORT for any reason. RES 418 Page4of17 Revised 4/2009 B. Waiver or acceptance of any default of the terms of this Lease by STATE shall not operate as a release of the PORT’s responsibility for any prior or subsequent default. C. If PORT defaults on any provision in this Lease, such as, but not limited to, the timely payment of rent, three (3) times within a twelve (12) month period, the third default shall be deemed “non-curable” and this Lease may be terminated by STATE on not less than thirty (30) calendar days prior written notice. 7. TERMINATION BY PORT. PORT may terminate this Lease without penalty or further liability as follows: A. Upon not less than one hundred eighty (180) calendar days prior written notice to STATE for any reason; B. Immediately, upon written notice, if in PORT’s judgment the Leased Premises is destroyed or damaged so as to substantially and adversely affect PORT’s authorized use of the Leased Premises. C. Upon not less than thirty (30) calendar days prior written notice, if STATE defaults and fails to cure such default within that thirty (30) day period, or such longer period, as may be reasonably determined by PORT, if STATE is diligently working to cure the default. 8. UTILITIES/ASSESSEMENTS. The PORT agrees to promptly pay all bills for utilities or other services supplied to the Leased Premises in addition to the above rent. All assessments and charges not specifically assumed by STATE herein are the obligation of and payable by the PORT. 9. NONAPPLICABILITY OF RELOCATION ASSISTANCE. The PORT acknowledges that this Lease does not at any time entitle the PORT to assistance under the Uniform Relocation and Real Property Acquisition Policy (Ch. 8.26 RCW). 10. REPORTING REQUIREMENTS AND RECORDS. A. Income Report. PORT shall submit to STATE an accurate monthly income report of the income received from the Leased Premises for the prior month. Said income report shall detail all levels of Gross Revenue received from the Concessionaires, Subtenants, or Licensees. B. Material Default. Failure or refusal by the PORT to submit accurate and complete reports promptly shall constitute a material breach of this Lease, and a material default. In the event of such default, all rights of the PORT under this Lease shall terminate if the default is not cured within Thirty (30) calendar days, as provided in Section 6.A (2)above, and the STATE may seek other remedies to which it has recourse. RES 418 Page5of17 Revised 4/2009 C. Records. PORT shall maintain proper books and records in accordance with Generally Accepted Accounting Principles (GAAP) and in such detail as is necessary for proper financial management to support and document any Gross Revenue collected, and all income and expenses relating to the Leased Premises. PORT shall, upon request, promptly make said records available for inspection by the STATE, the Federal Highway Administration (FHWA), the Washington State Auditor, or any of their respective agents, or representatives. Such records shall be made available in Seattle, Washington for inspection and audit at all reasonable times during the term of this Lease and for six (6) years after final payment hereunder; provided, if any litigation, claim or audit is started before expiration of this six (6) year period, the records shall be retained until all litigation, claims or audit findings involving the records have been resolved. D. The STATE reserves for itself and FHWA the right, upon request, to inspect and audit accounting ledgers, which record the income and expenses from the concession operations occurring on the Leased Premises. The STATE and/or FHWA may extract there from data which records operating expenses and profits and/or losses. 11. USE OF LEASED PREMISES. A. The PORT’s use of the Premises is limited to golf course operation and maintenance ef-a-gelf-eourse-in the condition existing at the time of execution of this Lease. B. In using the Leased Premises, the PORT shall comply with all policies and regulations, including, but not limited to Chapter 47.42 RCW, et seq. and WAC 468-66 et seq., heretofore adopted or hereafter promulgated by the STATE relative to the location, operation, and maintenance of improvements, if any, located on the Leased Premises. Furthermore, in using the Leased Premises, it is expressly agreed that PORT shall (1) comply with all applicable federal, state and local laws, ordinances, and regulations, including environmental requirements that are in force or which may hereafter be in force, and (2) secure all necessary permits and licenses for the uses of the Leased Premises authorized in this Lease. Direct access to ramps or traveled lanes of limited access highways is not permitted. All grading and construction plans and any changes thereof are subject to approval by the STATE. PORT shall not commit or allow to be committed any waste upon the Leased Premises or any public or private nuisance. 12. SIGNS, DISPLAY LIGHTS, ADVERTISING MATERIALS. The PORT is not permitted to install signs, display lights, or advertising media/materials on the Premises. 13. FENCES. Any STATE-owned fences in place at the time of execution of this Lease or relocated to separate the Leased Premises from the traveled roadway on limited access highways will be maintained by the STATE for the duration of the Lease. Nothing is to be attached to the STATE’s fence without the STATE's prior written approval. If any fence is damaged as a result of the PORT’s activities, the PORT will immediately repair such damage at RES 418 Page6of17 Revised 4/2009 its cost and to the STATE’s satisfaction. Any fencing installed by the PORT must be approved in advance and in writing by the STATE. 14. CONDITION OF THE PROPERTY. The STATE and PORT acknowledge that they have jointly examined the Leased Premises and the PORT accepts said Leased Premises in its present condition as of the date this Lease is executed. 15. MAINTENANCE. The PORT shall perform or cause to be performed at its expense all maintenance of the Leased Premises that will include, but not be limited to, keeping the Leased Premises in good condition, both as to safety and appearance, to the satisfaction of the STATE. 16. ENVIRONMENTAL REQUIREMENTS. A. PORT represents, warrants and agrees that it will conduct its activities on and off the Leased Premises in compliance with all applicable environmental laws. As used in this Lease, Environmental Laws means all federal, state and local environmental laws, rules, regulations, ordinances, judicial or administrative decrees, orders, decisions, authorizations or permits, including, but not limited to, the Resource Conservation and Recovery Act, 42 U.S.C. § 6901, et. seq., the Clean Air Act, 42 U.S.C. § 7401, et seq., the Federal Water Pollution Control Act, 33 U.S.C. § 1251, et seq., the Emergency Planning and Community Right to Know Act, 42 U.S.C. § 11001, et seq., the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601, et seq., the Toxic Substances Control Act, 15 U.S.C. § 2601, et seq., the Oil Pollution Control Act, 33 U.S.C. § 2701, et seq., and Washington or any other comparable local, state, or federal statute or ordinance pertaining to the environment or natural resources and all regulations pertaining thereto, including all amendments and /or revisions to said laws and regulations. B. Toxic or hazardous substances are not allowed on the Leased Premises without the express written permission of the STATE and under such terms and conditions as may be specified by the STATE. For the purposes of this Lease, “Hazardous Substances,” shall include all those substances identified as hazardous under the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601, et seq., and the Washington Model Toxics Control Act, RCW 70.105D et seq., including all amendments and/or revisions to said laws and regulations, and shall include gasoline and other petroleum products. In the event such permission is granted, the disposal of such materials must be done in a legal manner by the PORT. C. PORT agrees to cooperate in any environmental investigations conducted . by STATE staff or independent third parties where there is evidence of contamination on the Leased Premises, or where the STATE is directed to conduct such audit by an agency or agencies having jurisdiction. PORT will reimburse the STATE for the cost of such investigations, where RES 418 Page7of17 Revised 4/2009 the need for said investigation is determined to be caused by the PORT’s operations. PORT will provide the STATE with notice of any inspections of the Leased Premises, notices of violations, and orders to clean up contamination. PORT will permit the STATE to participate in all settlement or abatement discussions. In the event that the PORT fails to take remedial measures as duly directed by a state, federal, or local regulatory agency within Ninety (90) calendar days of such notice, the STATE may elect to perform such work, and the PORT covenants and agrees to reimburse the STATE for all direct and indirect costs associated with the STATE's work where those costs are determined to have resulted from the PORT’s use of the Leased Premises. PORT further agrees that the use of the Leased Premises shall be such that no hazardous or objectionable smoke, fumes, vapor, odors, or discharge of any kind shall rise above the grade of the right of way. D. For the purposes of this Lease, “Costs” shall include, but not be limited to, all response costs, disposal fees, investigatory costs, monitoring costs, civil or criminal penalties, and attorney fees and other litigation costs incurred in complying with state or federal environmental laws, which shall include, but not be limited to, the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601, et seq.; the Clean Water Act, 33 U.S.C. § 1251; the Clean Air Act, 42 U.S.C. § 7401; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901; and the Washington Model Toxics Control Act, Ch. 70.105D RCW, et seq., including all amendments and/or revisions to said laws and regulations. E. PORT agrees to defend, indemnify and hold harmless the STATE from and against any and all claims, causes of action, demands and liability including, but not limited to, any costs, liabilities, damages, expenses, assessments, penalties, fines, losses, judgments and attorneys’ fees associated with the removal or remediation of any Hazardous Substances that have been released, or otherwise come to be located on the Leased Premises, including those that may have migrated from the Leased Premises through water or soil to other properties, including without limitation, the adjacent STATE property, and which are caused by or result from PORT’s activities on the Leased Premises. PORT further agrees to retain, defend, indemnify and hold harmless the STATE from any and all liability arising from the offsite disposal, handling, treatment, storage, or transportation of any such Hazardous Substances removed from said Leased Premises. F. The provisions of this section shall survive the termination or expiration of this Lease. 17. WSDOT’S RESERVATION OF RIGHT TO MAINTAIN AND GRANT UTILITY FRANCHISES, AND PERMITS. A. STATE reserves the right for utility franchise and permit holders to enter upon the Leased Premises to maintain, repair and enhance existing facilities and install new utilities and, for itself, to grant utility franchises and/or permits across the Leased Premises. RES 418 Page8of17 Revised 4/2009 Such installation will be accomplished in such a manner as to minimize any disruption to the PORT. The franchise/permit holder will be required to restore paving, grading and other damages caused by the installation. STATE also reserves the right to withdraw portions of the Leased Premises for uses such as, but not limited to, telecommunications transmission sites, which WSDOT determines to be reasonably compatible with PORT’s authorized use of the Leased Premises. B. The PORT will not disturb markers installed by a franchise/permit holder and will contact and provide notice to any franchise/permit holder and all owners of underground facilities prior to any excavation. PORT shall contact STATE and call the Underground Utility Locating Service, or its successor organization as part of its efforts to ascertain any and all owners of underground utility facilities and to locate the utility. The PORTTENANT shall not damage legally installed underground utilities. STATE shall comply with all applicable provisions of Ch. 19.122 RCW relating to underground facilities. 18. IMPROVEMENTS. STATE shall not be required to make any improvements to or perform any maintenance or repairs upon any part of the Leased Premises. No improvements may be placed upon the Leased Premises by the PORT without prior written approval of STATE. All such improvements placed upon the Leased Premises by the PORT shall be removed by the PORT at his own expense upon termination of this Lease. All improvements left upon the property after termination shall become the sole property of STATE, or if not accepted by STATE, may be removed from the Leased Premises at PORT's expense. The PORT shall reimburse STATE for all expenses incurred in such removal and disposal within thirty (30) calendar days of the date of STATE's invoice for such costs. 19. STATE’S RIGHT OF ENTRY AND INSPECTION. STATE, for itself, its agents and contractors, and for the FHWA, reserves the right to enter upon the Leased Premises at any time without notice to the PORT for the purpose of inspection, maintenance, construction, or reconstruction of the highway facility or any element thereof, or to perform environmental audits as provided for elsewhere in this Lease. Any loss of the use of the Leased Premises due to STATE 's exercise of such right will be compensated for solely by a pro rata reduction of rent. STATE shall in no way be responsible for any incidental or consequential damages due to such loss of use by the PORT. STATE and FHWA may from time-to-time go upon the Leased Premises for the purpose of inspecting any excavation, construction, or maintenance work being done by the PORT. Entry upon the Leased Premises for any other purpose by STATE and FHWA shall be conducted with reasonable notice to the PORT and during the hours of 8:00 a.m. to 5:00 p.m. 20. MAINTENANCE. The PORT shall perform or cause to be performed at PORT's expense all maintenance of the Leased Premises which will include, but not be limited to, control of noxious weeds, litter, dust, and erosion, and must keep the Leased Premises in good condition, RES 418 Page9of17 Revised 4/2009 both as to safety and appearance, to the satisfaction of STATE. PORT must keep dust settled, and must not kill the existing cover unless the intent is to establish new growth. 21. PERSONAL PROPERTY. STATE shall not be liable in any manner for, or on account of, any loss or damage sustained to any property of whatsoever kind stored, kept, or maintained on or about the Leased Premises, except for such claims or losses that may be caused by STATE or its authorized agents or employees. Upon termination of this Lease, STATE or its agent may remove all personal property of the PORT remaining on the Leased Premises at the PORT’s expense and dispose of it in any manner STATE deems appropriate. PORT agrees to reimburse STATE for the costs of such removal and disposal within thirty (30) days of the date of STATE’s invoice. 22. HOLD HARMLESS/INDEMNIFICATION. A. PORT, its successors or assigns, will protect, save and hold harmless STATE, its authorized agents and employees, from all claims, actions, costs, damages or expenses of any nature whatsoever by reason of the acts or omissions of the PORT, its assigns, subtenants, agents, contractors, licensees, invitees, employees or any person whomsoever arising out of or in connection with any acts or activities related to this Lease, whether those claims, actions, costs, damages, or expenses result from acts or activities occurring on or off the Leased Premises. The PORT further agrees to defend STATE, its agents or employees, in any litigation, including payment of any costs or attorney's fees, for any claims or actions commenced, arising out of, or in connection with acts or activities related to this Lease, whether those claims, actions, costs, damages, or expenses result from acts or activities occurring on or off the Leased Premises. This obligation shall not include such claims, costs, damages or expenses which may be caused by the sole negligence of STATE, or its authorized agents or employees; provided, that if the claims or damages are caused by or result from the concurrent negligence of (a) STATE, its agents or employees, and (b) the PORT, its assigns, subtenants, agents, contractors, licensees, invitees, or employees, or involves those actions covered by RCW 4.24.115, this indemnity provision shall be valid and enforceable only to the extent of the negligence of the PORT or PORT's assigns, subtenants, agents, contractors, licensees, invitees or employees. B. The indemnification provisions contained in this section shall survive the termination or expiration of this Lease. 23. INSURANCE. A. PORT warrants that it is self-insured, and agrees to provide acceptable evidence of its self-insured status to the STATE. If insured, the PORT's insurance policy must provide liability coverage for the Leased Premises, including public liability coverage for bodily injury, property damage, and personal injury of not less than Two Million and no/100 Dollars (82,000,000.00) combined single limit per occurrence, with a general aggregate amount of not RES 418 Page 10 of 17 Revised 4/2009 less than Four Million and no/100 Dollars ($4,000,000.00) per policy period. The PORT shall increase the policy limits at its sole cost, when and if the STATE deems it necessary due to the PORT’s use of the Leased Premises. B. The PORT assumes all obligations for premium payment, and in the event of nonpayment, the PORT is obligated to reimburse the STATE the cost of maintaining the insurance coverage and any legal fees incurred in enforcing such reimbursement should PORT fail to pay the policy premiums. C. Coverage, if obtained by the PORT in compliance with this section, shall not be deemed as having relieved the PORT of any liability in excess of such coverage. D. In the event PORT, after commencement of this Agreement, elects to terminate its self-insured status and secure commercial liability coverage, PORT will promptly notify WSDOT, and provide a certificate of insurance from an insurer licensed to conduct business in the State of Washington, in the amounts and types as set forth in paragraph 23.A. above. Further, PORT shall provide a certificate of insurance within Ten (10) calendar days of receiving a written notice from WSDOT for an increase in the coverage amounts. 24. NONDISCRIMINATION. The TENANT, for itself, its Successors and assigns as part of the consideration hereof, does hereby covenant and agree to comply with all civil rights and antidiscrimination requirements, including, but not limited to Chapter 49.60 RCW. 25. ASSIGNMENT. A. Except as other wise provided in Section 25(E), neither this Lease nor any rights created by it may be assigned, sublet, or transferred without the prior written approval of the STATE. Any such assignment shall be in writing on a form approved by the STATE and shall include an assumption of the Lease by the assignee. In determining whether to approve an assignment or sublease the STATE shall be entitled to consider the proposed assignee’s or sublessee’s financial condition, managerial capability, business reputation, nature of the proposed assignee’s or sublessee’s business, and such other factors as may reasonably bear upon the suitability of the assignee or sublessee as a tenant of the Premises or the holder of this Lease. B. PORT shall provide the written assignment form to the STATE at least Sixty (60) days prior to the date the PORT requires the approved form. In addition, PORT shall provide to the STATE a copy of said written assignment within Fifteen (15) days of its execution. If the PORT is a corporation, then the transfer of Forty Percent (40%) of PORT’s stock is deemed an assignment for the purposes of this Lease and requires STATE approval. STATE's consent to one assignment or sublease shall not waive the requirement of obtaining STATE consent to any subsequent assignment or sublease. The PORT hereby covenants that it is acting as principal and not as an agent for any undisclosed principal. RES 418 Page11of17 Revised 4/2009 C. In the event the PORT assigns this Lease, sublets, or otherwise allows third party use of any portion of the Leased Premises, whether by written or verbal agreement, without the STATE’s written approval, the STATE, in addition to or in lieu of terminating this Lease for default and in addition to any damages it may experience, may demand a share of any revenue generated by such unauthorized use. The STATE shall set the amount of said share and its decision shall be final and binding. The STATE may demand such share at any time during the term of this Lease. The PORT agrees to pay said share retroactively to the date the unauthorized third-party use commenced. Furthermore, such unauthorized assignment shall not relieve the PORT from all of its obligations under this Lease, including, but not limited to, the payment of rent and the maintenance of insurance. Further, PORT shall execute an assignment as provided above within Ten (10) days of the date the STATE approves the assignment. D. Transfer of ownership or control of the abutting property owned or controlled by the PORT to a third party may be understood to serve as an assignment of the Lease and such assignment requires the STATE’s prior written approval of such assignment, which approval will not be unreasonably withheld. The PORT shall notify the STATE of the transfer within Thirty (30) days after closing or change of control in the PORT’s property and request approval of the assignment of this Lease. E. The provisions of this Section 25(E) shall not apply to the existing Lease and Concession Agreement between the Port of Seattle and D Mark Inc. (Concessionaire), dated June 25, 2004 nor to any subsequent amendments to said Agreement nor to any other agreements with concessionaires (collectively “Agreement(s) with Concessionaire”). Said Agreement(s) with Concessionaire shall be deemed a sublease that is approved by the STATE. STATE hereby approves PORT’s subletting of this Lease and Premises to its current (D Mark Inc.) and future Concessionaires necessary for the operation of the golf course as long as said agreements do not have language conflicting with this Lease and PORT provides the STATE a copy of any such agreement or amendment within thirty (30) calendar days of the execution of said agreement or amendment. 26. RESTORATION OF SITE. Prior to termination of this Lease, PORT agrees, if so directed by STATE, to restore the Leased Premises to its condition prior to PORT's occupancy, reasonable wear and tear excepted. This work is to be done at the PORT's expense to the satisfaction of WSDOT. 27. VACATION OF LEASED PREMISES. Upon termination of this Lease, the PORT shall cease its operations on and/or use of the Leased Premises. In the event the PORT fails to vacate the Leased Premises on the date of termination, the PORT shall be liable for any and all costs to STATE arising from such failure. 28. MODIFICATIONS. This Lease contains all the agreements and conditions made between the parties hereto pertaining to the rental of the Leased Premises herein described RES 418 Page 12 of 17 Revised 4/2009 and may not be modified orally or in-any other manner other than by a written agreement signed by all parties hereto. The receipt of rent by the STATE, with knowledge of any breach of this Lease by the PORT, and/or with knowledge of any default on the part of the PORT, shall not be deemed to be a waiver of any provision of this Lease. Failure on the part of STATE to enforce any covenant or provision herein contained, shall not discharge or invalidate such covenant or provision or affect the right of STATE to enforce the same in the event of any subsequent breach or default. 29. TOTALITY OF AGREEMENT. It is understood that no guarantees, representations, promises, or statements expressed or implied have been made by STATE except to the extent that the same are expressed in this Lease. 30. BINDING CONTRACT. This Lease shall not become binding upon STATE unless and until executed by the Secretary of Transportation or her duly authorized representative. 31. INTERPRETATION. This Lease shall be governed by and interpreted in accordance with the laws of the State of Washington. The titles to paragraphs or sections of this Lease are for convenience only, and shall have no effect on the construction or interpretation of any part hereof. 32. SEVERABILITY. In case any one or more of the provisions contained in this Lease shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Lease shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 33. ATTORNEY FEES. In the event of controversy, claim, or dispute arising out of this Lease, each party shall be solely responsible for the payment of its own legal expenses, including but not limited to, attorney’s fees and costs. 34. VENUE. PORT agrees that the venue of any action or suit concerning this Lease shall be in the Thurston County Superior Court, and all actions or suits thereon shall be brought therein, unless applicable law provides otherwise. 35. NOTICES. Wherever in this Lease written notices are to be given or made, they will be served, personally delivered or sent by certified or overnight mail addressed to the parties at the address listed below unless a different address has been designated in writing and delivered to the other party. The PORT agrees to accept service of process at said address; provided, that such address is located in the State of Washington. Otherwise, the PORT designates the Secretary of the State of Washington as an agent for the purpose of service of process. Such service shall be deemed personal services. RES 418 Page 13 of 17 Revised 4/2009 STATE: DEPARTMENT OF TRANSPORTATION (Mailing Address) Attn.: Property Management Section Manager P. O. Box 47338 Olympia, WA 98504-7338 DEPARTMENT OF TRANSPORTATION (Physical Address) Attn.: Property Management Section Manager 243 Israel Road, S.E., Suite 101 Tumwater, WA 98501 PORT: THE PORT OF SEATTLE Attn: Director, Aviation Business Development Seattle Tacoma International Airport 17801 Pacific Highway South Seattle, WA 98158-0727 (206) 835-5777 RES 418 Page 14 of 17 Revised 4/2009 PORT OF SEATTLE WASHINGTON STATE DEPARTMENT OF TRANSPORTATION By: By: Mike Palazzo, Title: Director, Real Estate Services Date: Dated: APPROVED AS TO FORM APPROVED AS TO FORM By: By: Senior Port Counsel Assistant Attorney General Date: 2009 Date: , RES 418 Page 15 of 17 Revised 4/2009 AGENCY ACKNOWLEDGMENT STATE OF WASHINGTON ) ) ss COUNTY OF ) On this day of before me personally appeared to me known to be the duly appointed , and that he/she executed the within and foregoing instrument and acknowledged the said instrument to be his/her free and voluntary act and deed of said State of Washington, for the uses and purposes therein set forth, and on oath Lessees that he/she was authorized to execute said instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day of ,20 (Signature) (Print or type name) Notary Public in and for the State of Washington residing at My commission expires RES 418 Page 16 of 17 Revised 4/2009 STATE AGENCY ACKNOWLEDGMENT STATE OF WASHINGTON ) ) ss COUNTY OF THURSTON ) On this day of 2009 before me , personally appeared Mike Palazzo, to me known to be the duly appointed Director, Real Estate Services, and that he executed the within and foregoing instrument and acknowledged the said instrument to be the free and voluntary act and deed of said State of Washington, for the uses and purposes therein set forth, and on oath states that he was authorized to execute said instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day of 2009. , (Signature) (Print or type name) Notary Public in and for the State of Washington residing at My commission expires RES 418 Page 17 of 17 Revised 4/2009 LR ud 0g2d # Lg RT aL} LNWa dei a ETTORE OR LESS I EVE s 5 IESI= ro EIEIO air NEY aS ¥[olsTa0te AS PARCEL 1-16827 Fv 4 ooRs ” | ol re Vi w fe - PORT OF SEATTLE TO, WASHINGTON AA Va OF "TRANSPORT, ; } Le 817,175 SQ.FT. CR ORI MORE OR ‘LESS ne 8 B NL avo3 PARCEL 1-16827 En PARCEL 1-1682 bE iEki RAH prea IL (oak FRE MORE OR LESS h ; LURE Fb { Il SRF ART 3 RR | A i PF €) wlASFICPIVRRS 24 15 7 Te Age tra aTe a eee VIR |] 4 © PARCEL 1-16825 ! v 3,603 SQ.FT. N ry Ie | MORE OR LESS oN | u un 4 Fd b+ Le PARCEL, 1-16825 19,498 SQ.FT. 0.45 ACRES YI01XR IRA umytert | | Cod PL EI AZ0S9-SRIAY-HI SHFFIS-4igar 1 AvE pats > @ TELT AY LEGEND | THE BASIS OF BEARINGS AND DISTANCES ARE DETERMINED FROM WASHINGTON —MapEL LU Tancemy| LgugTH ; 4 JIM Adee. Shien EC re ise - ACCESS TG BE PROHIBITED SKOWN Tus werreverrr T ° 2 2 N ° R ° 4 E ° W ° M ° @ SURVEY, SA 509 R/W CENTEALINE ALIGKMENT, RECORDED OCTOBER 5, 2004. PROPERTY OWNERSHIP NUMBERS (- ) 2 APN2004100890004. PROPERLY LINES CITY OF SEATAC AED | 1 t NY Ye SW Ya a 7 \D W 0 50 100 HN SEC. 4 7 .Azx?® rr " NE Ya SW Ya SCALE IN FEET AS SEC. J 4 \L \ OVERCROSSING IPR; pie 7 3% = w \ AsS429" LotTas.08" 25 ! y ~ § Sy = , 3 54% \ N [= - 54 EY ——- —— TT \ BLUE ——ee— i a} eA = 10 QURIES —_———————— § \ -_ Oss A 800 i 3 ly \, N\ 805 i p—— SR 509 Te— L 8 Nk TT eee NNelem » . i A Tala : M5 reoestatanspicvos wt] WE q to Ne" TRAIL (CITY TO MAINTAINS 5 5% Ee \ 0 441.81 NeP.0.C.= Leased Pe / § ws TER w 7 oS S.200TH 34¢14.76 P.0.T.5 “Wg Ww 030.7 —[A i i . 38 PLS A 4 Premises. . = w NN \ LE {4 Lo XL ~ TURNBACK LINE 3 NA (1-16807) 2 2 TNS § “UeZi I i or a = © AUN I8.22009.2 CONSTRUCTION PERMIT > FOR RELINOU!SHENT f B0 tuoy acySHMENT § 0 £08 ~ pons—_— 3 > BEd. 4b h i 3 AN 1 10400.00 P.O,T. AHO.3 TR 2344.81 P.0.1. (5° LT.0 BR. ! pre 55,04 So AN Addon, bn ! Exhibit "A"1hit Few gpm * — ~N | 1084.28 9 ~ ito.2e! A.; Vi a0é-50. 4 12 Ty TR 22+09.26 P.T. Page 1 of 3 | ww Conn. 010g. AA 1-12499 ACCESS NOTES: IC 1-17-08407 (1-16827) TRAFFIC MOVEMENT VILL BE PERMITTED UNDER TRE HICHWAY STRUCTURE AT) S$. 200TH ST., STA, 009+42 OWKERSHIP SHOULD BL VERIFIED. PEDESTALAR AND BICTCLE TRAFFIC WiLL BE PERMITTED ACCESS PROPERTY RIGHTS SHOWN HAY AND USE OF THE TRAIL DESIGNATED ON TNE LT. AND RT. BETNEEM KOT HAVE BEEN ACOUIREC OT ¥SOOT. STA. 803420 LT, AND STA, BI2400 LT.. ACCESS TO THE FRAIL WILL BE PERN) FTEQ ONLY ATs EXHIBIT A STA, 803420 LT, LIMITED ACCESS ESTABLISHED BY THE DIRECTOR S. 200TH qeTd. tt STA. 004458 RT, OF ENVIRONMENTAL ANO ENGINEERING PROCRAMS { STA. 008430 AT, FINDINGS ANO ORDER ADOPTED NOVEKBER 22, 2004 ) NNN OVERCROSS ING J y 00 +53 0 = ACCESS NOTES: T10e93,97 PLOT. SR 509 TYPE 0 APPROACH IS AN OFF AND OM APPPROACH IN LEGAL MANNER PNG SEs HOT TQ EXCEEOQ 50 FEET IN WIDTH FOR USE NECESSARY TO THE NOAMAL NW Ya SR 99 TO OPERATION OF A COMMERCIAL ESTIAGLISHMENT. IT MAY BE SPECIFIEOD 0 SEC. 4 AT A POINT SATISFACTORY TO THE STATE AT OR BETWEEN OESIGNATEQ S. 188TH ST. VIC. I NS HIGHWAY STATIONS. 7 12030.81P.O.T. KING COUNTY ~ #8 THIS APPROACH IS AN OFF ANO ON APPROACH IN LECAL MANNER, RIGHT OF WAY AND LIMITED ACCESS PLAN NOT TO EXCEEQO 35 FEET IN WIOTH. FULL CONTROL 4 Se 0 BE_CONSTRUCTED 20084 42080 8Y OTHERS NP 21.60 TO WP 21.92 PCALCULATED TOTAL AREA STATION 79900 TO STATION 812400 /5. 20QTH 43164.359 No MN Leased WASHINGTON STATE DEPARTMENT OF TRANSPOATATION TURKBACK § OLYMPIA, WASHINOTON [NE O HOMESTEAD PARK FIVE ACRE TRACTS Premises riot I ' : 5. 2001p 43433 ¥ ’ RT, pa PROJECT ENGINEER . erRIGHJFOF WAY PLANS ENGINEER S. 200TH 46000.00 P.0.T. TOTAL AREA 1S FROM ASSESSOR'S OWNERSHIPS Petr Thtess Gracavise worEd, ACCESS APPROACH SCREDULE oase SHEET 4 OF te SHEETS RECORDS UMLESS QTNERVISE NOTE Vw SR 501/19 ie 15-4 i 2) ; T.22N. R.4E. W.M, STATE PANE COORDINATES43TE RoR Son. ova pa CTH CITY OF THIS PLAN SUPERSEDESSHEETS 7 THRU 9OF SEATAGC 11 SHEETS OF SR 503, SR S16 10 DES KOINES VAY SOUTH, OATEO SHOVN ARE OAOUND DISTANCES. FOR SURVEY INFORMATION SEC RECORD OF eceiete 1, isés. SURVEY, SR S09 R/W CENTERLINE ALIGNMENT, RECORDED OCTOBER 3, 2004, AEN 0041003900004 FOR EXISTING SR 609 SURVEY INFORMATION SEE RECORD OF SURVEY, SA S09 A/W CERTERLINE ALIGHMENT, RECORDED APRIL 1S, 2003. AFR 20030415900008 % & 10 BURIEN Leased WAIN “ 2 _—— 2 Exhibitshit "TA" 8 "A . SHESovo mm Premises ott — ~ : LUE _—— arch iw —_— spat ¥ =, —- - a Page 2 of3 } wo 2 o AA 1-12499 we 5 : IC 1-17-08407 oS > Z $ «|3 3 mms ol cx, Pecans de SpRes, £ EXCESS AW Or" =S0g - B 263,113 5.F. UR % IW 4 4 0 y TURNBACK LINE ] ! - BN FOR REL[NOUT SHMENT To CITY | \ MER = s 0- 16821) " \ 1528, \ SW/a NwY, \ SEC. 4 N CWHASHIS SHOWLG BE YERIF1£D. PROPENTY RIGHTS SHOWN MAT KOT HAYE BEEN ACOUIREO BT WSDOT, \ \ X \ EXHIBIT A LIMITED ACCESS ESTABLISHED BY THE DIRECTOR SEYavi wya NN OF ENVIRONMENTAL AND ENGINEERING PROGRAMS FINDINGS ANC OROER AOOPTEQ NOVEMBER 22, 2004 SEC. 4 AN | NN SR 509 SR 99 TO \ . S. 188TH ST. VIC. KING COUNTY RIGHT OF WAY AND LIMITED ACCESS PLAN FULL CONTROL MP 21.92 10 WP 22.16 STATION 812400 TO STATION 824+50 NASHINCTOH STATE DCPARVMENT OF TRANSPORTATION OLYMPIA, WASHINGION LEGEND ACCESS TO BE PRONIBITED SHOWN TRUS III PROPERTY OVHERSHIF MUMIEAS A"55reo _oeceumen 3, 2004 (- 3) PROPERTY LINES (OTD Lei) 107M AREA| Aw LT. AEHA NDE AT. EASN'T 1 1 PROJECT ENGINEER fararA Weg RIGHF'OF VAY PLANS ENGINEER TOTAL AREA 1S Fan rssessans OWNERSHIPS ° ALL AREAS ARE SHOWE so IN SOU 100 \ FEET UNLESS OTHERWISE NOTEO. SCALE IN FEET fisfarence Lipproval I Tw oare SHEET LA TY SHEETS , RI saxoys _ | ciliate minor ter 300- 158 . i I an Eg ] 3 : de T ° 22N 3 R ° 4 E Ww ? LEGEND ° ° M - 3 ACCESS TO OE PROHIDITED SHOMK ThuS | 5 tet1000r CITY OF SEATAC ® PROPEATT OVMERSNIP NUMBERS (- ) NEYV4 PROPERTY LINES SEY gz re at SEC. § «4 0 50 100 ACCESS NOTES: (t- 15022) ] SCALE IN FEET PEOESTRIAN AMO BICYCLE TRAFFIC WILL BE PERMITTED THIS PLAN SUPERSEOTS SHEETS Y THRY 9 OF [1 SHEETSOF SA 509. ACCESS AND USE OF IKE IRAIL DESIGNATED ON THE SR 516 TO OCS MOINES WAY SOUTH, OATEO DECEMBER 1, 1949, LEFT BETWEEN STA. 812000 AND STA. 82430, ACCESS TO THE TRAIL WILL BE PERMITTED ONLY ATy 200TH . 2000044 STA. 812095 LT, 5 ~ STA, S. 200TH 22420 LT, & - TIPE C APPROACH [S AN OFF ANO ON APPROACH IN LECAL WANKER, FOR SPECIAL PURPOSE AND WIOTH 1D BE AGREEO UPON. (1 MAY BE effi » . SPECIFIED AT A POINT SATISFACTORY - 200TH 20+00.00 A,P T0 TE Exhibit A1" > ”" STATE AT OR BETWEEN DESIGNATED HIGHWAY arias. @ ~ % \ HIN Qrove ® THIS APPROACH IS AN OFF ANO ON APPROACH IN LEGAL MANNER, HOT TO €XCEED 20 FEET IN WIDTH, Nwl/y1 i) KS y Comotery Page 3 of 3 FOR USE WECESSARY TO THE SHY, NORMAL OPERATION OF THE CEMETERY. SEC. 4 AA 1 12499= § 3 2 THE BASIS OF AEARINGS ANO OISTANCES AAE DETERMINED FROM WASHINGTON IC 1-17-08407 STATE PLANE COGROIMATE STSTEW NORTH OSE (NAD 83/914. i THE OISTANCES ® 2 SHOWN ARE GROUND OISTANCES. FOR SURYET [NFORMATION SEE RECORD oF SURVEY, SR 509 R/¥ CENTERLINE AL|ONMEHT, RECORDEO OCTOBER 5, 2004. EC)§ AFH 2004100300004 FOR EXISTING SR 503 SURVEY INFORMATION SEE RECORD OF SURVET, SR $09 M/W CEHTERLINE ALIGNMENT, 3 AECOADED APRIL 15. 2003. ARN 2003045900008 + FOR RIGHT OF WAT AND LIMITED ACCESS SOUTHERLY SEE SA 509, SA 516 T0 OFS MOINES WAY SOUTW, SHEET T OF 19 SHEETS, OATEQ DECEMBER (, (969. PECESTRIAN/BICYCLE Sieh tase TRAIL 1CITY TO MAINTAING . Co Leased io éiry o = . OMNERSHIP SHOULD BE VERIFICQ. Premises. S. . 200TH 26+69.69 P.0.T+69. 0.1.5 g ALY 9idis SiRan wat EXISTING SR 509 RECORD OF SURVEY WOT MAVE BEEN ACOUIRED 8Y WSDOF. 816+18.9t P,0.C. (-te021) jn 3 W : 3 8 EXISTING SR S09 RECORD OF SURVET ___— : 815¢87.25 P,0.C.x STORMWATER 8 = 3 S. 200TH 26+79.83 P.0.T. 130° RT.1 TREATMENT 3g AREA i > Wl 45.22 SW/a8 NWYsv 3: \ 0’ AT., 30° LIT= 5 SEC. 4 2 As EXHIBIT A feaase’ 3 LIMITE ACCESS ESTABLISHED BY THE DIRECTOR LaiT44.88 OF ENVIRONMENTAL AND EMGINEERING PROGRAMS 3 _SBLINE.NE -, INDINGS AND ORDER ADOPTED NOVEMBER 22, 2004 ——— Tomit, SR 509 SR 99 TO S. 188TH ST. VIC. a au LOTS [NW ADDITION VACATED 8-31-1904, YOL. 34 » 525, PORTIONS OF AVENUES, STREETS ano KING COUNTY ALLEYS YACAIEQ BY YACATION ORDINANCES, COUNTY RIMS I" od COMMISSION ACTION A40 COURT ORDER TO YACATE Access Pua ROAD. MP 21.92 TO WP 22.16 HAYENWEOD #0. 3 oe VACATED BY, VACTIeSOeoeineds. hack caro rer STATION B12+00 TO STATION 824480 QO VASHINDTON STATE DEPARTHENT OF TRANSPORTATION steers soimion 1 mt crv or nes mores 8 T0 VACATE ROAO. y OLYMPIA, WASHINGION 0 ANCHOATORY PLAT OF PART OF SEELEY'S &@ ADDITION TO THE CiTr OF DESMOINES ST rove ANDWikre DECEMBER3,2004 814099.44 P.T. . ee. —— LAT = [ i] cod PARCEL NO. ane RA Ssh EL EE era, awd TOTAL AREA LT. REMAMDERAT. [0 1974 AREA Is Faom Assesson's CENTERLINEOFAPPROACHSTATION OWNERSHIPS TYPE ASatanmmmin sous ACCESS APPROACH SCHEDULE ore EET 8 1s sens Row SR.509/114
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