Item Number:   4i Exhibit A

Date of Meeting:   June 9 2015

FIRST AMEINJDIVLENT
T0
LEASE AND CONCESSION AGREEMENT

THIS FIRST AMENDMENT to Lease and Concession Agreement (this
"Amendment") is entered into this_ day of April 2015, by and between the PORT OF
SEATTLE, a Washington municipal corporation (the "Port") and ATZ INC, a Washington
corporation (herein "Lessee"). Unless otherwise defined herein, capitalized terms used in this
Amendment shall have the meanings given to them in the Agreement.

RECITALS

WHEREAS, the Port and Lessee entered into a Lease and Concession Agreement
dated July 30, 2013 (the "Agreement") covering Lessee's occupancy of certain described
Premises at SeattleTacoma International Airport for the operation of a paid public parking
lot for automobiles and other related activities; and

WHEREAS, Section 15 ofthe Agreement provides for an equitable adjustment to the
Agreement in the event Lessee suffers substantial and negative impacts from material
deviations in the schedule to provide improvements to the Premises and from certain nearby
improvements; and

WHEREAS, Lessee asserts that it has suffered such impacts, and the parties have
with certain other
now mutually agreed on an appropriate adjustment to the Agreement along
relief and adjustments as further set forth in this Amendment;

NOW, THEREFORE, in consideration oftheir mutual promises, the parties agree as
follows:

1.     Premises and Signage Area. Having now completed the installation of the monument
sign and provided Lessee use of some additional land under the North Airport
Expressway suitable only for use as storage, the definition of the term "Premises" and
"Signage Area" are hereby deleted and replaced with the following:

1.17  Premises. "Premises" shall mean and refer to the Airport Parking Lot, which
is legally described on Exhibit A and depicted on Exhibit B, together with the
Signage Area. The Premises (exclusive ofthe Signage Area) are located north
of the Airport, are bounded by the Airport freeway and 170th Street, and
consist of approximately 528,738 square feet of land, on which certain
improvements including the Building are located.

1.20  Signage Area. "Signage Area" shall mean and refer to that parcel of land
located across 170th Street from the Airport Parking Lot which is legally


|._.\

described on Exhibit A and depicted on Exhibit B, consisting of
approximately 24 square feet of land, on which the Port has constructed a
monument sign for the parking concession granted by this Agreement.

Term. The base term of the Agreement, as set forth in Section 3.1 of the Agreement,
shall be revised to ve (5) years and nine (9) months, expiring June 30, 2019;
provided, that Lessee may notify the Port any time prior to September 30, 2017 that it
declines the extension described in this paragraph 2 and, in such event, the term of the
Agreement shall expire as originally scheduled on September 30, 2018.

Building Rent. The Port and Lessee acknowledge that Lessee rst occupied the
replacement Building on or about October 30, 2014. Therefore, as provided in
Section 4.1.1 of the Agreement, Building Rent decreases to $1,500.00 per month
commencing November 1, 2014.

Deferral of Minimum Annual Guarantee and Percentage Rent Increases.

a.     Consistent with the increase in the term provided by Section 1 of this
Amendment, the increases in the Minimum Annual Guaranty and Percentage
Fees for the second and subsequent Agreement Years shall be deferred by
nine (9) months. Consequently, notwithstanding Section 1.2 of the
Agreement, the rst Agreement Year (but only the rst Agreement Year) shall
commence on the Commencement Date and expire on June 30, 2015. The
second Agreement Year will commence on July 1, 2015 and each successive
Agreement Year will start each July 1 thereafter.

For the months October 2014 through June 2015, Lessee shall continue to pay
the Minimum Annual Guarantee at the rst Agreement Year rate of
$1,500,000 and pay the Percentage Fee at the rst Agreement Year rate of
55% on Gross Receipts from Parking and 15% on Gross Receipts from
Ancillary Services.

For the extended duration of the rst Agreement Year and each successive
Agreement Year, Lessee shall pay the Minimum Annual Guarantee at a
seasonally adjusted monthly amount determined according to the schedule set
forth below. For example, Lessee shall pay a monthly Minimum Annual
Guarantee amount for the month of October 2014, the rst month of the nine
month extension of the rst Agreement Year, equal to $127,200 (8.48% x
$1,500,000 = $127,200), and so forth for each of the remaining eight months
of the nine-month extension of the rst Agreement Year. As an additional
example, Lessee shall pay a monthly Minimum Annual Guarantee amount for
the month of July 2015, the rst month of the second Agreement Year (as
deferred by this Amendment), equal to $197,250 (7.89% x $2,500,000 =
$1 97,250).

I          Month           I    jetteentage of AnnualMAG   I
I October                      8.48%         |
November               7.54%
December                8.48%
January          I          7.85%
February         I          7.60%
March                  8.54%
A - ril   10.13%
9.34%
8.16%
7.89%

September 

d.     For the first Agreement Year (as extended by this Amendment) the annual
reconciliation described in Section 4.1.2 of the Agreement shall cover the
period from the Commencement Date through June 2015 and shall occur
following the Port's receipt of Lessee's Annual Report for such 21month
period. For purposes of the reconciliation, the total Minimum Annual
Guarantee for the twenty~one (21) month period comprising the first
Agreement Year, shall be the sum of $1,500,000 plus the additional monthly
Minimum Annual Guarantee payments to be made by Lessee pursuant to
subparagraph 4.b above for the months of October 2014 through June 2015,
inclusive.

5.     Rent Credits.

a.     Lessee and the Port acknowledge that for the months of February 2015 and
March 2015, Lessee made Minimum Annual Guarantee payments under
Section 4.1.2 of the Agreement based on a Minimum Annual Guarantee
amount of $2,500,000 and, for February 2015, Percentage Fee payments under
Section 4.1.3 of the Agreement based upon a Percentage Fee on Gross
Receipts from Parking of 60%. As a result, Lessee's payments for February
and March 2015 will exceed the amounts otherwise due under this
Amendment. Accordingly, the Port and Lessee agree that they will, within
fourteen (14) days of mutual execution of this Amendment, confer to calculate
the amount by which Lessee has overpaid for the months ofFebruary and
March 2015, and Lessee shall be entitled to a credit against the next Minimum
Annual Guarantee payments due under Section 4.1.2 of the Agreement in such
amount, which Lessee may withhold from such payments.

b.     In addition to, and not in lieu of any of the adjustments provided in this
Amendment, Lessee shall be also entitled to a credit against future Rent
obligations in the amount of Twenty Five Thousand One Hundred Seventy
Five Dollars and NinetyFive Cents ($25,175.95). Lessee shall take this Rent

credit ixzithin one hundred twenty (120) days of execution of this Amendment
against payments due under Section 4.1.2 of the Agreement.
' xtension Options. In the event that Lessee desires to extend the term of the
Agreement as set forth in Section 3.2 of the Agreement, Lessee shall provide written
notice thereof to the Port no earlier than fteen (15) months, and no later than one (1)
year prior to expiration of the then current term of the Agreement. Lessee shall
include with such notice Lessee's proposed financial terms for such extension period
and any other proposed revisions to the Agreement. If Lessee so noties the Port that
it desires to extend the term of the Agreement, then the Port agrees that Port staff will,
so long as the continued use of Premises as a parking lot is consistent with its long
term plans for development of the airport, either accept Lessee's proposed terms or
reject Lessee's proposed terms and negotiate exclusively and in good faith with
Lessee for period of sixty (60) days in an attempt to reach agreement on the terms for
such extension period. In the event that Lessee and Port staff reach agreement on
mutually acceptable terms within such sixty (60) day period, they will Sign a term
sheet reecting those agreed terms, and Port staff will promptly seek and recommend
Port Commission approval for the extension on such terms. Lessee acknowledges that
nal approval of such extension must be made by the Port Commission. If the Lessee
and Port staff are unable to reach agreement during such sixty (60) day period, the
Port shall be free to pursue other alternative uses and/or operators (including the Port)
for the Premises.

No Additional Improvements. The Port shall not be required to provide any additional
improvements beyond those otherwise required by Section 15.1.1 of the Agreement.
Without limiting the generality of the foregoing, the Port shall specically not be
required to provide any variable message sign(s) in lieu of the two of the static
entrance/exit signs otherwise to be provided.

Mutual Release of Claims.

a.     Lessee, for itself and any parties claimng by or through Lessee, hereby
releases and forever discharges the Port and its Commissioners, employees,
agents, and contractors (collectively, the "Port Parties") from any and all
actions, causes of action, obligations, costs, expenses, damages, losses,
claims, liabilities, suits, debts and demands (collectively, "Claims") associated
with: (i) the construction of the improvements required by Section 15.1 of the
Agreement, and (ii) the Port's deviation from any schedule required by
Section 15.1. This release extends to all Claims, whether known or unknown,
now existing or arising in the future, excepting only those for latent defects,
unexpired warranty claims, and claims for indemnity or contribution arising
out of or related to bodily injury or property damage occurring during the
course of any such construction.

b.     Lessee also hereby releases and forever discharges the Port Parties from any
Claims related to impacts to Lessee's operations from the construction of the

"nearby in'lprovements" contemplated by Section 15.2 of the Agreement, but
only to the extent that such impact has occurred or been suffered as of the date
of this Amendment and not with respect to "nearby improvements" not yet
constructed. The foregoing release shall not relieve the Port from its
obligations to use commercially reasonable efforts to maintain customer
Section 15.2.1 of the Agreement.
access to the Premises as described in

0.     The Port hereby releases and forever discharges Lessee from any Claims for
damages arising, or alleged to arise, out of any actual or alleged failure by
Lessee to comply with the noncompetition requirements of Section 50 of the
Agreement through December 1, 2014 (the "Divestiture Date"). Lessee
represents and warrants, as of the Divestiture Date, that neither it nor any
Afliate has any interest in a competing offAirport parking lot within a three-
mile radius of the Airport or the Premises, whichever extends farther.
Nothing in this release, however, shall preclude the P01t from asserting any of
its rights under the Agreement for any breach or violations of either (i) this
representation and warranty, or (ii) Lessee's obligations under Section 50 of
the Agreement occurring after the Divestiture Date. The foregoing release
shall preclude the Port from: (a) raising Lessee's actual or alleged failure to
comply with the noncompetition requirements of Section 50 of the Agreement
in response to any thirdparty's request for a reference regarding Lessee's
history of performance under the Agreement or as a basis for Withholding
consent to a proposed extension of the term under Section 3.2 of the
Agreement, and (b) considering the same with respect to any other dealings
between the Port and Lessee during the term of the Agreement or reasonably
following the termination of the Agreement (including in any competitive
successor operator), whether with
process that may be established to select a
respect to the Premises or other Port property or operations.

9.     Exhibits. Exhibits A and B as revised are attached to this Amendment after the
signatures and are expressly incorporated herein by this reference.

10.   No Further Amendment. Except as specically amended by this Amendment, all
other terms, covenants and conditions of the Agreement shall remain in full force and
effect.

IN WITNESS WHEREOF, the parties have executed this First Amendment to Lease and
Concession Agreement as of the date rst above written.

PORT OF SEATTLE           ATZ, INC.
a Municipal corporation                a Washington corporation

By:                          By:
Theodore Pick, CEO                Darin Lang, President


U'l

ACKNOWLEDGMENT FOR LESSEE

STATE OF )
) ss.
COUNTY OF )

On this       day of March 2015, before me, personally appeared DARIN LANG, to me known to
be the PRESIDENT of ATZ, INC, a Washington corporation, the corporation that executed the
foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of
said corporation, for the uses and purposes therein mentioned, and on oath stated that he/she was duly
authorized to execute the same.

IN WITNESS WHEREOF I have hereunto set my hand and afxed my ofcial seal the day and year
rst above written.

Notary Public in and for the State of
Residing at: 
My commission expires: 


ACKNOWLEDGMENT FOR THE PORT

STATE OF WASHINGTON )
) ss.
COUNTY OF KING )

On this        day of April 2015, before me, personally appeared THEODORE FICK, to me
known to be the CEO of the PORT OF SEATTLE, a Washington municipal corporation, the
corporation that executed the foregoing instrument, and acknowledged said instrument to be the free
and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on
oath stated that he/she was duly authorized to execute the same.

IN WITNESS WHEREOF I have hereunto set my hand and afxed my ofcial seal the day and year
first above written.

Notary Public in and for the State of
Residing at: 
My commission expires:

EX;IIEIT 5.
7  gal Description of the: Premises


DOUG F X PARKING LEASE DESCRIPTION

4 EAST,
PORTION OF THE EAST HALF OF SECTION 28, TOWNSHIP 23 NORTH, RANGE
FURTHER DESCRIBED AS
W.M., CITY OF SEATAC, KING COUNTY, WASHINGTON,
FOLLOWS:

COMMENCING AT THE SOUTHEAST CORNER OF SAID SECTION 28;
THENCE NORTH 0011'32" WEST, A DISTANCE OF 2,015.34 FEET;
THE TRUE POINT OF
THENCE SOUTH 8948'28" WEST, A DISTANCE OF 1,651.02 FEET TO
BEGINNING;
THENCE SOUTH 8934'14" WEST, A DISTANCE OF 53  FEET TO A
POINT HEREAFTER KNOWN AS "A";
THENCE NORTH 4140'42" WEST, A DISTANCE OF 62.51 FEET;
TANGENT
THENCE NORTHWESTERLY, A DISTANCE OF 317.94 FEET ALONG A NON
4945'45" EAST A
CURVE TO THE RIGHT OF WHICH THE RADIUS POINT LIES NORTH
RADIUS OF 1,273.86 FEET, AND HAVING A CENTRAL ANGLE OF 1418'02";
THENCE NORTH 1141'05" WEST, A DISTANCE OF 144.60 FEET;
THENCE NORTH 8957'17" WEST, A DISTANCE OF 63.52 FEET;
THENCE NORTH 0002'43" EAST, A DISTANCE OF 9.65 FEET;
THENCE SOUTH 8957'17" EAST, A DISTANCE OF 61.52 FEET;
THENCE NORTH 1141'05" WEST, A DISTANCE OF 142.63 FEET;
THENCE NORTH 0004'53" EAST, A DISTANCE OF 1,269.32 FEET;
THENCE NORTH 8922'44" EAST, A DISTANCE OF 304.14 FEET;
THENCE SOUTH 0000'36" EAST, A DISTANCE OF 1,269.30 FEET;
THENCE NORTH 8922'46" EAST, A DISTANCE OF 21.60 FEET,
POINT OF
THENCE SOUTH 0006'17" WEST, A DISTANCE OF 607.28 FEET TO THE
BEGINNING.

CONTAINING 528,738 SQUARE FEET OR 12.14 ACRES, MORE OR LESS.

ALONG WITH LEASE AREA FOR MONUMENT SIGN:

COMMENCING AT ABOVE FOR MENTIONED POINT "A", THENCE SOUTH 743'46" EAST,
A DISTANCE OF 98.42 FEET TO THE TRUE POINT OF BEGINNING;
THENCE NORTH 8933'49" EAST, A DISTANCE OF 4.00 FEET;
THENCE SOUTH 0026'11" EAST, A DISTANCE OF 600 FEET,
THENCE SOUTH 8933 '49" WEST, A DISTANCE OF 4.00 FEET,
POINT OF
THENCE NORTH 0026' 11" WEST, A DISTANCE OF 6.00 FEET TO THE TRUE
BEGINNING.

CONTAINING 24 SQUARE FEET.
December 11, 2014

EXHIBIT B

Map of the Premises








SEE ATTACHED SHEET NO. 104768

No.
sum: 104768
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