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

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           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

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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


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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.




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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


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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

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       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










/        -
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AEPF _        .
NN. _ 7
Exhibit "A"
Page 2 of 2
AA 1-12230
IC 1-17-07995

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200) 622-3822 Fax(206) 422-8130
nex ma WSDOT PROPERTY ACTION
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        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.


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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,

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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

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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

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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

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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:

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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;


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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.


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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).


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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

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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,

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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.


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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,


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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

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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:


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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


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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.


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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.



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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


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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.



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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.


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                                                                                                   AA 1-12547
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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,
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BO6OSA+Sl4                                         Re 2160"
Leased Premises                                                     Le4824°
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-   Ary                     =                                                                                                                          PULLY CONTROLLED                                                                              IT MAY BE SPECIFIED AT A POINT
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                        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

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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.

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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


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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.


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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.


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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

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                                                                                                     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.


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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,

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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.


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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.


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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


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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,


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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.


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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.


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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.



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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


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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.


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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.


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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


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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.

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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










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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











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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
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                        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;


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                       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
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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

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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

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                                              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

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                          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
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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

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                                              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

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"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

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           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

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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
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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
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STA. 004458 RT,                         OF ENVIRONMENTAL ANO ENGINEERING PROCRAMS
{                                        STA. 008430 AT,                FINDINGS ANO ORDER ADOPTED NOVEKBER 22, 2004
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T10e93,97 PLOT.                                                                             SR 509
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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
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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

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:

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RECORDS UMLESS QTNERVISE NOTE
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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
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RECORDED APRIL 1S, 2003. AFR 20030415900008
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\
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SEYavi  wya NN                                                                                                                      OF ENVIRONMENTAL AND ENGINEERING PROGRAMS
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SEC. 4      AN                                                                                                                   |
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SR 99 TO
\
.                                                                                                                      S.  188TH ST. VIC.
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RIGHT OF WAY AND LIMITED ACCESS PLAN
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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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