LEASE AGREEMENT
Between
PORT OF SEATTLE
And
WOUNDED WARRIOR PROJECT, INC.










Wounded Warrior Project, Inc.
POS#002283

Table of Contents

SECTION 1 : LEASED PREMISES .............................................................................................. 1 
SECTION 2 : TERM ...................................................................................................................... 2 
SECTION 3 : RENT ....................................................................................................................... 2 
SECTION 4 : SECURITY .............................................................................................................. 4 
SECTION 5 : USE OF PREMISES ................................................................................................ 4 
SECTION 6 : UTILITIES ............................................................................................................... 6 
SECTION 7 : ALTERATIONS; OWNERSHIP OF CERTAIN INSTALLATIONS .................... 7 
SECTION 8 : MAINTENANCE AND REPAIR ........................................................................... 8 
SECTION 9 : TAXES ..................................................................................................................... 9 
SECTION 10 : COMMON AREAS ............................................................................................... 9 
SECTION 11 : INSURANCE AND INDEMNITY ..................................................................... 10 
SECTION 12 : DAMAGE OR DESTRUCTION ......................................................................... 13 
SECTION 13 : ASSIGNMENT AND SUBLEASE ..................................................................... 14 
SECTION 14 : DEFAULT ........................................................................................................... 16 
SECTION 15 : TERMINATION OTHER THAN FOR DEFAULT ........................................... 18 
SECTION 16 : ACCESS; EASEMENTS ..................................................................................... 19 
SECTION 17 : NONWAIVER; RIGHT TO PERFORM............................................................. 20 
SECTION 18 : SURRENDER AND HOLDING OVER ............................................................. 21 
SECTION 19 : ENVIRONMENTAL STANDARDS .................................................................. 22 
SECTION 20 : MISCELLANEOUS ............................................................................................ 23 
SECTION 21 : SIGNATURES ..................................................................................................... 28 
SECTION 22 : ACKNOWLEDGMENTS ................................................................................... 29 










Wounded Warrior Project, Inc.
POS#002283

LEASE AGREEMENT

THIS LEASE AGREEMENT (the "Lease") is made as of this ____ day of ___________
2012 by and between the PORT OF SEATTLE, a Washington municipal corporation ("the
Port"), and WOUNDED WARRIOR PROJECT, INC., a Florida non-profit corporation
("Lessee").
For and in consideration of the mutual promises, covenants and conditions hereinafter set
forth, the parties agree as follows:
SECTION 1: LEASED PREMISES
1.1   Premises. The Port hereby leases to Lessee, and Lessee hereby leases from the
Port, the following described premises ("the Premises") located at the Port property commonly
known as Pier 66, a legal description of which is attached hereto as Exhibit A:
Approximately four thousand nine hundred three (4,903) rentable square feet of
administrative office space, commonly referred to as Suite 220 within Pier 66, all
as shown on the attached Exhibit B. The Premises consists of two separate
portions, the "original space" (consisting of 3,875 rsf that Lessee currently leases
under separate lease agreement) and the "expansion space" (consisting of 1,028
rsf), both as specifically reflected on the attached Exhibit B.
Subject to the rights reserved to the Port in this Lease, the Premises extend to the
centerline of party/demising walls and to the exterior faces of any exterior walls and
from the structural flooring to ceiling, specifically including any plenum above a
drop/suspended ceiling. The Port and Lessee agree that the Premises are, and shall be
deemed for all purposes to be, 4,903 rentable square feet as set forth above.
Lessee's lease of the Premises will include the nonexclusive right to use the common areas and
facilities (as defined in Section 10.1 of this Lease) for their intended and normal purposes in
connection with its use and occupancy of the Premises.

1.2   Port Management Agreement. This Lease is subject and subordinate to the
provisions of the Port Management Agreement between the Port and the Washington Department
of Natural Resources, attached as Exhibit C and incorporated by this reference.
1.3   Acceptance of the Premises. Lessee has examined the Premises, accepts them in
their present condition, and agrees to make any changes in the Premises necessary to conform to
federal, state and local law applicable to Lessee's use of the Premises.

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1.4   Quiet Enjoyment. So long as Lessee is not in default under this Lease and subject
to the specific provisions, covenants and agreements contained in this Lease, the Port covenants
and agrees that the quiet and peaceful possession and enjoyment of the Premises by Lessee shall
not be disturbed or interfered with by the Port or by any other party claiming by or through the
Port.
SECTION 2: TERM
2.1   Lease Term. As to that portion of the Premises consisting of the expansion space,
this Lease shall commence on July 1, 2012. As to that portion of the Premises consisting of the
original space, the Lease shall commence on September 1, 2012 (immediately following the
expiration of Lessee's separate lease agreement for the original space (the "Current Lease")). As
to both portions of the Premises, the Lease shall expire on August 31, 2017.
2.2   Possession Date. The Port shall use its best efforts to deliver possession of the
expansion space to Lessee on July 1, 2012. If the Port shall be unable for any reason to deliver
possession of the expansion space, or any portion thereof on such date, the Port shall not be
liable for any damage caused thereby to Lessee, nor shall this Lease thereby become void or
voidable, nor shall the term specified herein be in any way extended, but in such event the Rent
Commencement Date (as defined below) for the expansion space shall be delayed by the number
of days between July 1, 2012 and the date the Port delivers possession of the expansion space
(the "Possession Date"). If Lessee shall, in the interim, take possession of any portion of the
expansion space, Lessee shall pay as Rent the full rent specified herein for the expansion space
reduced pro rata for the portion of the expansion space not available for possession by Lessee. If
the Port shall be unable to deliver possession of the expansion space at the commencement of the
term of this Lease for the expansion space, Lessee shall have the option to terminate this Lease
by at least thirty (30) days' written notice, unless the Port shall deliver possession of the
expansion space prior to the effective date of termination specified in such notice.
SECTION 3: RENT
3.1   Base Rent. Commencing on September 1, 2012 (subject to adjustment for the
expansion space pursuant to Section 2.2 above, the "Rent Commencement Date"),, Lessee agrees
to pay as rent ("Base Rent") for the Premises computed as follows:
Effective September 1, 2012 through August 31, 2013:
4,903 rsf of Premises Space @ $20.75/rsf/yr = $101,737.25/yr  12 = $8,478.10/mo.*
*plus applicable taxes.
The Base Rent shall be paid to the Port in advance on the first day of each and every month
during the term, at such place as the Port may designate, without any prior demand, and without
any abatement, deduction or setoff whatsoever. If the term commences on any day other than the
first day of a calendar month, Base Rent for any fractional month shall be prorated based upon
the actual number of days in such fractional month.
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3.2   Adjustments to Base Rent.
3.2.1  Abatement of Base Rent. As inducement to enter into this Lease and so
long as Lessee is not in default under the terms of the Lease beyond any applicable cure period,
Lessee's obligation to pay rent on the expansion space (consisting of 1,028 rsf) shall be abated
for the period of September 1, 2012 through October 31, 2012 (or, if the Rent Commencement
Date for the expansion space is delayed pursuant to Section 2.2 above, for a period of sixty-one
(61) days commencing on the actual Rent Commencement Date for the expansion space). In the
event that Lessee fails to cure any Lease default within the applicable cure period, this amount
shall (in addition to, and not in lieu of, any other remedies available to the Port) immediately
become due and payable.
3.2.2  Annual Increase. The Base Rent as stated in Section 3.1 shall be adjusted
on September 1, 2013 and every twelfth (12th) month thereafter through the term of this Lease by
an increase of seventy five cents ($.75) per rsf per year.
3.3   Late Charges.
3.3.1  Lessee hereby acknowledges that late payment by Lessee to the Port of
Rent, or any portion thereof, or any other sums due hereunder will cause the Port to incur costs
not otherwise contemplated by this Lease. Accordingly, if any installment of Rent, or any
portion thereof, or any other sum due from Lessee shall not be received by the Port within ten
(10) days after such amount shall be due, then, without any requirement for notice to Lessee,
Lessee shall pay the Port a late charge equal to 5% of such overdue amount. The parties agree
that such late charge represents a fair and reasonable estimate of the costs the Port will incur by
reason of late payment by Lessee. Acceptance of such late charge by the Port shall in no event
constitute a waiver of Lessee's default with respect to such overdue amount, nor prevent the Port
from exercising any of the other rights and remedies granted hereunder.
3.3.2  In addition to the late charges provided for in this Section, interest shall
accrue on any unpaid Rent and/or other remuneration, or any other sums due hereunder, at the
rate of 18% per annum or the maximum rate provided by law, whichever is less, ("the Default
Rate") from the date due until paid.
3.4   Use of Term Rent. The Port and Lessee agree that the term "Rent" shall mean
and refer collectively to sums denominated as either Base Rent, Percentage Rent (if any),
Additional Rent (if any) or any such other sums or charges otherwise payable by Lessee under
the terms of this Lease. Failure by Lessee to pay any sum denominated as Rent shall entitle the
Port to pursue any or all remedies specified in this Lease as well as remedies specified in RCW
Chapter 59.12 or otherwise allowed by law.


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SECTION 4: SECURITY
4.1   Security. Lessee shall, upon execution of this Lease, obtain and deliver to the
Port a good and sufficient corporate surety company bond, irrevocable stand-by letter of credit,
cash deposit or other security equal to the average of two month's Base Rent over the term of the
lease in an amount equal to EIGHTEEN THOUSAND ONE HUNDRED EIGHTY-ONE AND
96/100 DOLLARS ($18,181.96) (hereinafter referred to as "Security"), to secure Lessee's full
performance of this Lease, including the payment of all fees and other amounts now or hereafter
payable to the Port hereunder. The amount, form, provisions and nature of the Security, and the
identity of the surety or other obligor thereunder, shall at all times be subject to the Port's
approval. The Security shall remain in place at all times throughout the full term of this Lease
and throughout any holdover period. If the Security is in a form that periodically requires
renewal, Lessee must renew the Security not less than 45 days before the Security is scheduled to
expire. No interest shall be paid on the Security and the Port shall not be required to keep the
Security separate from its other accounts. No trust relationship is created with respect to the
Security. The Port currently has twelve thousand nine hundred sixteen dollars ($12,916.00) in a
cash deposit provided by Lessee in connection with the Current Lease for that portion of the
Premises consisting of the original space. Except to the extent required to remedy any failure to
comply with the terms of that the Current Lease, the Port and Lessee agree that this amount will
be transferred and applied to the Security for this Lease.
4.2   Return of Security. The Security is a part of the consideration for execution of
this Lease. If Lessee shall have fully performed all terms and conditions of this Lease, any cash
deposit security shall be paid to Lessee within thirty (30) days following the termination (or
expiration) date without interest; otherwise the Port shall, in addition to any and all other rights
and remedies available under this Lease or at law or equity, retain title thereto.
4.3   Application of Security. The Port may apply all or part of the Security to unpaid
Rent or any other unpaid sum due hereunder, or to cure other defaults of Lessee. If the Port uses
any part of the Security, Lessee shall restore the Security to its then-currently required amount
within fifteen (15) days after the receipt of the Port's written request to do so. The retention or
application of such Security by the Port pursuant to this Section does not constitute a limitation
on or waiver of the Port's right to seek further remedy under law or equity.
SECTION 5: USE OF PREMISES
5.1   Use of Premises. Lessee shall use the Premises for Administrative Office
Space and shall not use them for any other purpose without the written consent of the Port.
5.2   General Standards Regarding Use.
5.2.1  Lessee shall occupy and use the entire Premises for the purpose set forth
in Section 5.1 in a first-class manner continuously during the entire term of this Lease, with the
exception of temporary closures for such periods as may reasonably be necessary for repairs or
redecorating or for reasons beyond Lessee's reasonable control.

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5.2.2  Lessee shall not use or occupy or permit the Premises or any part thereof
to be used or occupied, in whole or in part, in a manner which would in any way: (i) violate any
present or future Legal Requirements, (ii) violate any of the covenants, agreements, provisions
and conditions of this Lease, (iii) violate the certificate of occupancy then in force with respect
thereto, (iv) as will constitute a public or private nuisance, (v) impair, in the Port's reasonable
judgment, with the character, reputation or appearance of the Port, or (vi) occasion discomfort,
inconvenience or annoyance to either the Port or its adjoining tenants. For purposes of this
Lease, the term "Legal Requirements" shall mean and refer to all laws, statutes and ordinances
including building codes and zoning regulations and ordinances and the orders, rules, regulations
and requirements of all federal, state, county, city or other local jurisdiction departments,
agencies, bureaus, offices and other subdivisions thereof, or any official thereof, or of any other
governmental, public or quasi-public authority, which may be applicable to or have jurisdiction
over the Premises, or the sidewalks or streets adjacent thereto and all requirements, obligations
and conditions of all instruments of record on the date of this Lease.
5.2.3  Lessee shall not conduct or permit to be conducted without the prior
written consent of the Port, any auction, fire, bankruptcy, "going out of business" or other
distress sales of any nature upon or from the Premises, whether voluntary, involuntary, pursuant
to any assignment for the payment of creditors, or pursuant to any bankruptcy or other
insolvency proceeding, unless ordered by a court of competent jurisdiction.
5.3   Continuing Compliance. Throughout the term of this Lease, Lessee shall, at its
own cost and expense, promptly and diligently observe and comply with: (i) all Legal
Requirements (including, without limitation, those relating to environmental matters) and the
requirements of any fire insurance rating organization and all insurance companies writing
policies covering the Premises or any part or parts thereof; (ii) all applicable rules and
regulations of the Port pertaining to the building or other realty of which the Premises are a part
now in existence or hereafter promulgated for the general safety and convenience of the Port, its
various tenants, invitees, licensees and the general public; and (iii) all permits, licenses,
franchises and other authorizations required for Lessee's use of the Premises or any part thereof.
Lessee shall comply with each of these whether or not they are now in force or at any time in the
future may be passed, enacted, or directed.
5.4   Terminal Security.
5.4.1  Without limiting the generality of either Section 5.2 or 5.3, Lessee shall
comply at all times with all local, state and federal laws, rules and regulations relating to
homeland security ("Security Laws") applicable to the Premises or any larger facility of which
the Premises are a part. If the Premises, either directly or as a result of its location within a
larger Port facility, are subject to a government-required security plan ("Security Plan"), Lessee
will fully and promptly comply with the Security Plan. Lessee shall be solely responsible for all
of its costs of complying with any applicable Security Laws or Security Plan as well as any fines
or penalties incurred (whether by Lessee or the Port) as result of its failure to comply with such
Security Laws or Security Plan.

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5.4.2  Lessee shall not  without the Port's separate, express written agreement 
undertake any activities or handle any cargo that would either: (i) subject the Premises, or any
larger facility of which the Premises are a part, to any Security Laws to which it is not already
then-subject, or (ii) require the adoption of, or any material modification to, a Security Plan
applicable to the Premises, or any larger facility of which the Premises are a part (together,
"Additional Security Requirement"). In addition to its own costs of complying with any
Additional Security Requirement, Lessee shall further be responsible to the Port for any costs it
incurs in complying with any Additional Security Requirement or any fines or penalties incurred
as a result of its failure to implement, or comply with, such Additional Security Requirement.
5.5   No Liens. Lessee will not directly or indirectly create or permit to be created
and/or to remain, a Lien upon the Premises, including any Alterations (as defined below in
Section 7.1), fixtures, improvements or appurtenances thereto, except those Liens expressly
permitted by in writing by the Port. In the event any such Lien(s) have been created by or
permitted by Lessee in violation of this provision, Lessee shall immediately discharge as of
record, by bond or as otherwise allowed by law, any such Lien(s). Lessee shall also defend (with
counsel approved by the Port), fully indemnify, and hold entirely free and harmless the Port from
any action, suit or proceeding brought on or for the enforcement of such lien(s). As used in this
Section, "Lien" shall mean and refer to any mortgage, lien, security interest, encumbrance,
charge on, pledge of, conditional sale or other encumbrance on the Premises, any Alteration,
fixture, improvement or appurtenance thereto, or any larger building and/or property of which
the Premises may be a part.
5.6   Signs. No sign, symbols or other advertising matter shall be attached to or
painted on or within the Premises, including windows and doors thereof, without the prior
written approval of the Port, not to be unreasonably withheld, conditioned or delayed. The Port
acknowledges that it has approved Lessee's placing of a vinyl graphic on the front door glass at
the entry of the Premises, which Lessee shall remove upon the expiration or earlier termination
of this Lease. At the expiration or sooner termination of this Lease, all signs, symbols,
advertising matter or canopies placed on or in the Premises by Lessee shall be removed by
Lessee at its expense, and Lessee shall repair any damage or injury to the Premises and correct
any unsightly condition caused by the maintenance or removal of said signs or other advertising
matter.
SECTION 6: UTILITIES
6.1   Utilities. Lessee shall be liable for and shall pay throughout the term of this
Lease, all charges for all utility services furnished to the Premises, including, but not limited to,
light, heat, electricity, ADT or equivalent, gas, water, sewerage, recycling, garbage disposal and
janitorial services. The Port shall furnish all utilities except recycling, garbage disposal, and
janitorial services. In the event that the Premises are part of a building or part of any larger
premises to which any utility services are furnished on a consolidated or joint basis, Lessee
agrees to pay to the Port Lessee's pro rata share of the cost of any such utility services,
specifically including a reasonable cost associated with management of such utility services.

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Lessee's pro rata share of any such services may be computed by the Port on any reasonable
basis, and separate metering or other exact segregation of cost shall not be required.
6.2   Utility Interruptions. With respect to any utility service provided to the Premises
as a part of a building or any larger premises of which the Premises are a part, the Port shall have
the right to shut down electrical or other utility services to the Premises when necessitated by
safety, repairs, alterations, connections, upgrades, relocations, reconnections, or for any other
reason, with respect to any such utility system (singularly or collectively, "Utility Work"),
regardless of whether the need for such Utility Work arises in respect of the Premises, any other
part of the building or larger premises. Whenever possible, the Port shall give Lessee no less
than two (2) days prior notice for such utility shutdown. The Port shall not be liable to Lessee
for any losses, including loss of income or business interruption, resulting from any interruptions
or failure in the supply of any utility to the Premises, except when such losses result from the
Port's gross negligence.
6.3   Energy Conservation. The Port shall have the right to institute such reasonable
policies, programs and measures as may be necessary or desirable, in the Port's discretion, for
the conservation and/or preservation of energy or energy related services, or as may be required
to comply with any applicable codes, rules and regulations, whether mandatory or voluntary.
SECTION 7: ALTERATIONS; OWNERSHIP OF CERTAIN INSTALLATIONS
7.1   Initial Tenant Improvements. As of the Possession Date, Lessee may enter the
Premises to make certain tenant improvements (the "Tenant Improvements") as provided on
Exhibit D.
7.2   Limitation on Alterations. Lessee shall make no other changes, alterations,
additions, substitutions or improvements (collectively referred to as "Alterations") to the
Premises, unless Lessee shall first deliver to the Port plans and specifications for, and obtain the
Port's prior written approval of, such Alterations. All such Alterations shall be done at Lessee's
sole cost and expense and at such times and subject to such conditions as the Port may from time
to time designate.
7.3   Requirements for All Alterations. In addition to, and not in lieu of, conditions
imposed by the Port pursuant to Section 7.1 or 7.2, any alterations or improvements permitted by
the Port shall be performed: (i) in a good and workmanlike manner; (ii) in compliance with all
Legal Requirements; and (iii) in a manner which will not unreasonably interfere with or disturb
other tenants of the Port. In addition, prior to commencement of any Alterations, Lessee shall
furnish to the Port proof of insurance for any and all contractors working on behalf of Lessee in
the minimum form and limits as set forth in Sections 11.2.1.1 and 11.2.1.2. Any Alterations
shall immediately become the property of the Port without any obligation on its part to pay
therefor, and shall not be removed by Lessee unless directed to do so in connection with any
consent issued under Section 7.1 or pursuant to SECTION 18.

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7.4   Trade Fixtures. Lessee shall retain ownership of all trade fixtures and business
equipment and furnishings from time to time installed by Lessee at its expense. Lessee may
remove any of such fixtures, equipment or furnishings at any time during the term and shall
remove all thereof prior to the expiration of the term. Any such property not removed at the
expiration of the term shall, at the election of the Port, become the property of the Port without
payment to Lessee, or be deemed abandoned and removed by the Port, at Lessee's expense.
Upon any removal of such property, Lessee shall promptly repair any and all damage to the
Premises caused thereby and reimburse the Port for its costs and expenses in removing any such
property not removed by Lessee and repairing any such damage not repaired by Lessee; this
covenant shall survive the termination of this Lease.
SECTION 8: MAINTENANCE AND REPAIR
8.1   Maintenance and Repair by Lessee.
8.1.1  Lessee shall, at its sole cost and expense, keep the Premises  both outside
and inside, together with the Tenant Improvements and all Alterations, equipment and
installations  in good order, condition and repair at all times. Lessee shall make all repairs and
replacements (ordinary as well as extraordinary, foreseen and unforeseen) which may be
necessary or required so that at all times the Premises are in good order, condition and repair.
Without limiting the generality of the foregoing, Lessee shall keep the glass of all windows and
doors on the Premises clean and presentable, shall replace all cracked or broken glass in the
Premises, shall keep the mechanical and electrical system components within and exclusively
serving the Premises and all drains within the Premises clean and in a good state of repair, shall
protect the sprinkler system and all pipes and drains so that they will not freeze or become
clogged and shall not permit or suffer any waste, damages, or disfigurement to or upon the
Premises or any part thereof.
8.1.2  Lessee shall also keep the Premises and entryways neat, clean and in
sanitary condition, free from infestation of pests and conditions which might result in harborage
for, or infestation of pests. As used in this Section, the word "pests," as used herein, shall
include without limitation, rodents, insects, and birds in numbers to the extent that a nuisance is
created.
8.2   Maintenance and Repair by Port. Notwithstanding anything to the contrary in
Section 8.1, the Port shall repair and maintain the roof (both structure and covering/membrane),
exterior walls, foundation and building structure of the Premises in good order, condition and
repair. The Port shall perform this work at its sole cost and expense, except to the extent that any
such repairs may be required as a result of damage caused by negligence of Lessee or its agents,
employees, invitees or licensees, in which event the work shall be at the cost or expense of
Lessee. The Port shall perform such repair or maintenance work called to its attention by Lessee
within a reasonable period of time after receipt of such notice by Lessee. There shall be no
abatement or reduction of Rent, and the Port shall not be responsible for any loss or damages to
Lessee's business, arising by reason of the Port making any repairs, alterations or improvements.

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SECTION 9: TAXES
9.1   Payment of Taxes. Lessee shall be liable for, and shall pay throughout the term of
this Lease, all license fees and all taxes payable for, or on account of, the activities conducted on
the Premises and all taxes on the property of Lessee on the Premises and any taxes on the
Premises and/or on the leasehold interest created by this Lease and/or any taxes levied in lieu of
a tax on said leasehold interest and/or any taxes levied on, or measured by, the rentals payable
hereunder, whether imposed on Lessee or on the Port. With respect to any such taxes payable by
the Port which are on or measured by the Rent payments hereunder, Lessee shall pay to the Port
with each Rent payment an amount equal to the tax on, or measured by, that particular payment.
All other tax amounts for which the Port is or will be entitled to reimbursement from Lessee
shall be payable by Lessee to the Port at least fifteen (15) days prior to the due dates of the
respective tax amounts involved; provided, that Lessee shall be entitled to a minimum of ten (10)
days' written notice of the amounts payable by it.
9.2   Personal Property Taxes. Lessee shall pay or cause to be paid, prior to
delinquency, any and all taxes and assessments levied upon all trade fixtures, inventories and
other real or personal property placed or installed in and upon the Premises by Lessee. If any
such taxes on Lessee's personal property or trade fixtures are levied against the Port or the Port's
property, and if the Port pays the taxes based upon such increased assessment, Lessee shall, upon
demand, repay to the Port the taxes so levied.
SECTION 10: COMMON AREAS
10.1  Control of Common Areas by Port. The Port shall at all time have the exclusive
control and management of all parking areas, access roads, driveways, sidewalks, entrances,
exits, loading docks, signs, drainage facilities, landscaped areas, washrooms, stairways, hallways
and other areas, improvements, facilities and/or special services provided by the Port for the
general use, in common, of tenants of any larger property of which the Premises are a part
("common areas and facilities"). Without limiting the Port's right of control and management,
the Port specifically reserves the right to: (i) establish, modify from time to time, and enforce
reasonable rules and regulations governing the use of the common areas and facilities; (ii) police
the common areas and facilities; (iii) change the area, level, location and arrangement of parking
and other areas or facilities within common areas and facilities; (iv) provided Lessee is not
deprived of reasonable access to its Premises, close all or any portion of the common areas and
facilities; and (v) do and perform such other acts in and to the common areas and facilities as, in
the use of good business judgment, the Port shall determine to be advisable with a view to the
improvement of the convenience and use thereof by the Port and tenants of any larger property of
which the Premises are a part.
10.2  Outside Areas and Roof. The use of the outside area of the walls (other than the
front of the Premises) and the roof of the building in which the Premises are located is reserved
to the Port, which shall have the right to utilize the same for any purpose, including the
maintenance of signs.

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10.3  License. All common areas and facilities which Lessee is permitted to use and
occupy are used and occupied under a revocable license. If the amount of such areas or facilities
is revised or diminished, such revision or diminution shall not be deemed a constructive or actual
eviction, and the Port shall not be subject to any liability, nor shall Lessee be entitled to any
compensation or reduction or abatement of Rent.
SECTION 11: INSURANCE AND INDEMNITY
11.1  Indemnity.
11.1.1 The Port, its officers, employees and agents shall not be liable for any
injury (including death) to any persons or for damage to any property regardless of how such
injury or damage be caused, sustained or alleged to have been sustained by Lessee or by others,
including but not limited to all persons directly or indirectly employed by Lessee, or any agents,
contractors, subcontractors, licensees or invitees of Lessee, as a result of any condition
(including existing or future defects in the Premises) or occurrence (including failure or
interruption of utility service) whatsoever related in any way to Lessee's use or occupancy of the
Premises and of areas adjacent thereto.
11.1.2 Lessee shall defend (with counsel approved by the Port), fully indemnify,
and hold entirely free and harmless the Port and its Commissioners, officers, agents and
employees from any and all loss, damages, expenses, attorneys' fees, consultants' fees, court
costs and other costs for or from: (a) anything and everything whatsoever arising from the
condition the Premises or out of the occupancy by the Lessee or subtenant, licensee, invitee or
concessionaire of Lessee; and (b) any accident, injury, death or damage to any party however
caused in or about the Premises or upon the sidewalks adjacent to the Premises, whether or not
caused by the negligence of Lessee or any third party; and (c) any fault or negligence by Lessee
or any sublessee, licensee, invitee or concessionaire of the Lessee or of any officer, agent,
employee, guest or invitee of any such person; and (d) any failure on Lessee's part to comply
with any of the covenants, terms and conditions contained in this Lease; provided, however,
nothing herein shall require Lessee to indemnify the Port from any accident, injury, death or
damage arising out of the sole negligence of the Port or its Commissioners, officers, agents and
employees. Lessee agrees that the foregoing indemnity specifically covers actions brought by its
own employees, and thus Lessee expressly waives its immunity under industrial insurance, Title
51, as necessary to effectuate this indemnity.
11.1.3 Notwithstanding anything to the contrary in Section 11.1.2, in the event of
the concurrent negligence of Lessee, its subtenants, licensees, assignees, concessionaires, agents,
employees, or contractors on the one hand and the negligence of the Port, its agents, employees
or contractors on the other hand, which concurrent negligence results in injury or damage to
persons or property of any nature and howsoever caused, and relates to the construction,
alteration, repair, addition to, subtraction from, improvement to or maintenance of the Premises
such that RCW 4.24.115 is applicable, Lessee's obligation to indemnity the Port as set forth in
this Section shall be limited to the extent of Lessee's negligence and that of Lessee's officers,
sublessees, assignees, agents, employees, contractors or licensees, including Lessee's

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proportional share of costs, court costs, attorneys' fees, consultants' fees and expenses incurred
in connection with any claim, action or proceeding brought with respect to such injury or
damage.
11.1.4 LESSEE AND PORT AGREE AND ACKNOWLEDGE THAT THIS
PROVISION IS THE PRODUCT OF MUTUAL NEGOTIATION. Lessee's obligations under
this Section shall survive the expiration or earlier termination of this Lease.
11.2  Insurance.
11.2.1 Required Policies. Lessee shall obtain and keep in force, at its sole cost
and expense the following types of insurance, in the amounts specified and in the form
hereinafter provided for:
11.2.1.1     General Liability Insurance. Lessee shall obtain and keep
in force a commercial general liability policy of insurance, written on ISO Form CG 00 01 10 01
(or equivalent), that protects Lessee and the Port, as an additional insured using ISO Form 20 26
(either 11 85 or 07 04 revision) or equivalent, against claims for bodily injury, personal injury
and property damage based upon, involving or arising out of the tenancy, use, occupancy or
maintenance of the Premises and all areas appurtenant thereto, and specifically including the
action/inaction of any subtenant, licensee or concessionaire. Such insurance shall be on an
occurrence basis providing single limit coverage in an amount not less than one million dollars
($1,000,000) per occurrence. The policy shall not contain any intra-insured exclusions as
between insured persons or organizations. The policy shall contain a minimum $250,000 sublimit
that covers damage to premises rented or leased to Lessee, including fire damage. This
limit shall be identified on the Certificate of Insurance.
11.2.1.2     Automobile Liability Insurance. Lessee shall obtain and
keep in force a commercial automobile liability policy of insurance, written on ISO Form CA 00
01 07 97 (or equivalent), that protects Lessee and the Port against claims for bodily injury and
property damage based upon, involving or arising out of motor vehicle operations on or about the
Premises and all areas appurtenant thereto. Lessee shall provide a Waiver of Subrogation on this
policy in favor of the Port. Such insurance shall cover any "Auto" (i.e. owned, hired and nonowned
) and shall be on an occurrence basis providing single limit coverage in an amount not less
than one million dollars ($1,000,000) per occurrence. The policy shall not contain any intrainsured
exclusions as between insured persons or organizations.
11.2.1.3     Property Insurance. Lessee shall obtain and keep in force
"Special Extended" or "all risk" property insurance insuring loss or damage to Lessee's personal
property on or about the Premises and any Alterations (specifically including "betterments" and
"improvements") made by or for Lessee to the Premises. The policy shall include coverage for
any additional costs resulting from debris removal and reasonable amounts of coverage for the
enforcement of any ordinance or law regulating the reconstruction or replacement of the
Premises including any undamaged sections of the Premises required to be demolished or
removed by reason of the enforcement of any Legal Requirement as the result of a covered cause

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of loss. The amount of such insurance shall be equal to the full replacement cost of the Premises
(or the commercially reasonable and available insurable value thereof if, by reason of the unique
nature or age of the improvements involved, such latter amount is less than full replacement
cost). The policy shall also contain an agreed valuation provision in lieu of any coinsurance
clause. The Port of Seattle shall be included as an Additional Insured and Loss Payee on
Lessee's property insurance policy with respect to the Port's interest in Alterations.
11.2.1.4     Other Insurance. Lessee shall further obtain and keep in
force such other and further insurance as the Port may from time to time reasonably request for
the protection by insurance of its interest in the Premises.
The limits of insurance specified in this Section shall be subject to periodic adjustment to reflect
changes in insuring practices for similar properties in the same geographic area and changes in
insurance products.
11.2.2 Insurance Policies.
11.2.2.1     Insurance Companies. Insurance required hereunder shall
be in companies duly licensed to transact business in the State of Washington, and maintaining
during the policy term a General Policyholders Rating of 'A-' or better and a financial rating of
'IX' or better, as set forth in the most current issue of "Best's Insurance Guide."
11.2.2.2     Policies Primary; Deductibles; Per Location Endorsement.
All insurance to be carried by Lessee shall be primary to and not contributory with any similar
insurance carried by the Port, whose insurance shall be considered excess insurance only. No
insurance required herein shall contain a deductible or self-insured retention in excess of $10,000
without the prior written consent of the Port. If at any time during the term, Lessee shall have in
full force and effect a blanket policy of commercial general liability and umbrella liability
insurance covering the Premises and other premises and/or properties of Lessee, such insurance
shall satisfy the requirements hereof, provided said policy contains a specific endorsement
providing a minimum amount of coverage applicable to the Premises equal to or greater than the
amount required above (i.e. a "per location" endorsement).
11.2.2.3     Termination; Renewal. No policy of insurance required
under this Lease shall be cancelable or subject to non-renewal or modification except after forty
five (45) days prior written notice to the Port. Lessee shall at least forty five (45) days prior to
the expiration of such policies, furnish the Port with evidence of renewals or "insurance binders"
evidencing renewal thereof, or the Port may order such insurance and charge the cost thereof to
Lessee, which amount shall be payable by Lessee to the Port upon demand.
11.2.2.4     Evidence of Insurance. Lessee shall deliver, or cause to be
delivered, to the Port, certificates of insurance, additional insured endorsements, loss payee
endorsements for property insurance, waivers of subrogation and any other documentation or
endorsement that provides evidence of the existence and amounts of such insurance, the
inclusion of the Port as an insured as required by this Lease, and the amounts of all deductibles

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and/or self insured retentions. Upon request by the Port, Lessee shall deliver or cause to be
delivered to the Port, certified copies of the policies of insurance that Lessee has purchased in
order for the Port to verify insurance coverage, limits, and endorsements or view any exclusions
to the Lessee's insurance policies.
11.2.2.5     No Limitation of Liability. The limits of insurance required
by this Lease or as carried by Lessee shall not limit the liability of Lessee nor relieve Lessee of
any obligation hereunder.
11.3  Waiver of Subrogation. Without affecting any other rights or remedies, each
party (for itself and on behalf of anyone claiming through or under it by way of subrogation or
otherwise) hereby waives any rights it may have against the other party, its officers, agents and
employees (whether in contract or in tort) on account of any loss or damage occasioned by the
waiving party arising out of or incident to the perils required to be insured against under this
Lease. Accordingly, each party shall cause each insurance policy required by this Section 11.2
or otherwise maintained by such party related to the building of which the Premises is a part to
further contain a waiver of subrogation clause. The effect of such release and waiver of the right
to recover damages shall not be limited by the amount of insurance carried or required, or by any
deductibles applicable thereto.
11.4  Increase in Port's Cost of Insurance. Lessee shall not use the Premises in such a
manner as to increase the existing rates of insurance applicable to the buildings or structures of
which the Premises are a part. If it nevertheless does so, then, at the option of the Port, the full
amount of any resulting increase in premiums paid by the Port with respect to the buildings or
structures of which the Premises are a part, and to the extent allocable to the term of this Lease,
may be added to the amount of Rent and shall be paid by Lessee to the Port upon the monthly
rental day next thereafter occurring.
SECTION 12: DAMAGE OR DESTRUCTION
12.1  Duty to Repair. If the Premises or any buildings or structures of which the
Premises are a part are damaged by fire, the elements, earthquake, accident or other casualty
(collectively, "Casualty"), the Port shall, except to the extent either party has the right to
terminate this Lease under Section 12.2, use reasonable efforts to repair and restore the Premises
and/or the buildings or structures of which the Premises are a part to substantially their former
condition to the extent permitted by then-applicable Legal Requirements; provided, however, the
Port's obligation to repair and restore shall not extend to any Alterations or any of Lessee's
personal property, specifically including that which Lessee retains ownership of under Section
12.2  Right to Terminate. Either party may elect to terminate this Lease in the event
that the Port, in its sole judgment, concludes that the damage to the Premises or any buildings or
structures of which the Premises are a part cannot be repaired within ninety (90) days of the
Casualty (with the repair work and the preparations therefor to be done during regular working
hours on regular work days). In the event that either party elects to terminate this Lease, such
party shall advise the other party of that fact within thirty (30) days of the date of the Casualty

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and notify the other party of the date, not more than ninety (90) days after the Casualty, on which
the Lease will terminate.
12.3  Abatement of Rent. Unless the casualty results from Lessee's negligence or
breach of the terms of this Lease, the Base Rent and Additional Rent, if any, shall be abated for
any portion of the Premises that is rendered untenantable or inaccessible from the period from
the date of the Casualty through the date of substantial completion of the repairs to the Premises
(or to the date of termination of the Lease if either party shall elect to terminate the Lease). The
Port shall not otherwise be liable to Lessee for any loss in the use in the whole or any part of the
Premises (including loss of business) and/or any inconvenience or annoyance occasioned by the
Casualty, by any damage resulting from the Casualty, or by any repair, reconstruction or
restoration.
12.4  Waiver. Except as specifically set forth in this Lease, Lessee hereby waives any
right that Lessee may have, under any applicable existing or future law, to terminate this Lease in
the event of any damage to, or destruction of, the Premises or any buildings or structures of
which the Premises are a part.
SECTION 13: ASSIGNMENT AND SUBLEASE
13.1  Prohibition. Lessee shall not, in whole or in part, assign, sublet, license or permit
occupancy by any party other than Lessee of all or any part of the Premises, without the prior
written consent of the Port in each instance. Lessee shall at the time the Lessee requests the
consent of the Port, deliver to the Port such information in writing as the Port may reasonably
require respecting the proposed assignee, subtenant or licensee including, without limitation, the
name, address, nature of business, ownership, financial responsibility and standing of such
proposed assignee, subtenant or licensee. Within twenty (20) business days after receipt of all
required information, the Port shall, in its sole discretion, elect one of the following: (a) to
consent to such proposed assignment, sublease or license or (b) to refuse such consent.
13.1.1 As a condition for the Port's consent to any assignment, encumbrance or
sublease, the Port may require that the assignee, sublessee or licensee remit directly to the Port
on a monthly basis, all monies due to Lessee by said assignee, sublessee or licensee (except with
respect to excess rentals otherwise due Lessee pursuant to Section 13.2). In addition, a condition
to the Port's consent to any assignment, sublease or license of this Lease or the Premises shall be
the delivery to the Port of a true copy of the fully executed instrument of assignment, sublease or
license and an agreement executed by the assignee, sublessee or licensee in form and substance
satisfactory to the Port and expressly enforceable by the Port, whereby the assignee, sublessee or
licensee assumes and agrees to be bound by the terms and provisions of this Lease and perform
all the obligations of Lessee hereunder.
13.1.2 In the event of any assignment, Lessee and each respective assignor,
waives notice of default by the tenant in possession in the payment and performance of the Rent,
covenants and conditions of this Lease and consents that the Port may in each and every instance
deal with the tenant in possession, grant extensions of time, waive performance of any of the

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terms, covenants and conditions of this Lease and modify the same, and in general deal with the
tenant then in possession without notice to or consent of any assignor, including Lessee; and any
and all extensions of time, indulgences, dealings, modifications or waivers shall be deemed to be
made with the consent of Lessee and of each respective assignor.
13.1.3 Lessee agrees that any sublease or license will contain a provision in
substance that if there be any termination whatsoever of this Lease then the subtenant or licensee,
at the request of the Port, will attorn to the Port and the sublessee or licensee, if the Port so
requests, shall continue in effect with the Port, but the Port shall be bound to the subtenant or
licensee in such circumstances only by privity of estate. Nothing herein shall be deemed to
require the Port to accept such attornment.
13.1.4 No assignment, subletting or license by Lessee shall relieve Lessee of any
obligation under this Lease, including Lessee's obligation to pay Rent or any other sum
hereunder. Any purported assignment, subletting or license contrary to the provisions hereof
without consent shall be void. The consent by the Port to any assignment or subletting shall not
constitute a waiver of the necessity for such consent to any subsequent assignment or subletting.
13.1.5 Lessee shall reimburse the Port in the sum of Five Hundred Dollars
($500.00) plus any reasonable professionals' fees and expenses incurred by the Port in
connection with any request by Lessee for consent to an assignment, subletting or license.
13.2  Excess Rental. If in connection with any assignment, sublease or license, Lessee
receives rent or other monetary consideration, either initially or over the term of the assignment
or sublease, in excess of the Rent called for hereunder, or in case of the sublease of a portion of
the Premises, in excess of such Rent fairly allocable to such portion, after appropriate
adjustments to assure that all other payments called for hereunder and out-of-pocket
expenditures, operating costs or concessions incurred by Lessee in connection with such
assignment, sublease or license, are appropriately taken into account, Lessee shall pay to the
Port, as Additional Rent hereunder, seventy-five percent (75%) of the excess of each such
payment of rent or other consideration received by Lessee after its receipt.
13.3  Scope. The prohibition against assigning or subletting contained in this Section
13 shall be construed to include a prohibition against any assignment or subletting by operation
of law. Furthermore, for purposes of this Section 13, any sale, transfer or other disposition in the
aggregate of fifty percent (50%) or more of the equity ownership in Lessee (i.e. stock with
respect to tenant corporation, partnership interests with respect to a tenant partnership, etc.) shall
be deemed an assignment. If this Lease be assigned, or if the underlying beneficial interest of
Lessee is transferred, or if the Premises or any part thereof be sublet or occupied by anybody
other than Lessee, the Port may collect Rent from the assignee, subtenant or occupant and apply
the net amount collected to the Rent herein reserved and apportion any excess Rent so collected
in accordance with the terms of Section 13.2, but no such assignment, subletting, occupancy or
collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, subtenant
or occupant as tenant, or a release of Lessee from the further performance by Lessee of
covenants on the part of Lessee herein contained. No assignment or subletting shall affect the

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continuing primary liability of Lessee (which, following assignment, shall be joint and several
with the assignee), and Lessee shall not be released from performing any of the terms, covenants
and conditions of this Lease.
SECTION 14: DEFAULT
14.1  Defaults. Time is of the essence of this Lease. The occurrence of any one or
more of the following events constitutes a default of this Lease by Lessee with or without notice
from the Port:
14.1.1 The vacating or abandonment of the Premises by Lessee.
14.1.2 The failure by Lessee to make any payment of Rent, or any other payment
required by this Lease, when due.
14.1.3 The failure by Lessee to observe or perform any covenant, condition, or
agreement to be observed or performed by Lessee in this Lease.
14.1.4 The discovery by the Port that any required report, financial statement or
background statement provided to the Port by Lessee, any successor, grantee, or assign was
materially false.
14.1.5 The filing by Lessee of a petition in bankruptcy, Lessee being adjudged
bankrupt or insolvent by any court, a receiver of the property of Lessee being appointed in any
proceeding brought by or against Lessee, Lessee making an assignment for the benefit of
creditors, or any proceeding being commenced to foreclose any mortgage or other lien on
Lessee's interest in the Premises or on any personal property kept or maintained on the Premises
by Lessee.
14.2  Remedies.
14.2.1 Whenever any default (other than a default under Section 14.1.5 above,
upon which termination of this Lease shall, at the Port's option, be effective immediately without
further notice) continues unremedied in whole or in part (a) for thirty (30) days after written
notice is provided by the Port to Lessee (except that if such default is of a nature that it cannot be
cured within thirty (30) days, Lessee shall have such additional period as may be reasonably
necessary to cure such default, so long as Lessee commences such cure promptly after written
notice from the Port and continues to diligently pursue such cure to completion), or (b) for
ten (10) days after written notice in the case of default for failure to pay any Rent, or other
required payment when due, this Lease and all of Lessee's rights under it will automatically
terminate if the written notice of default so provides. Upon termination, the Port may reenter the
Premises using such force as may be necessary and remove all persons and property from the
Premises. The Port will be entitled to recover from Lessee all unpaid Rent or other payments
and damages incurred because of Lessee's default including, but not limited to, the costs of reletting
, including tenant improvements, necessary renovations or repairs, advertising, leasing

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commissions, and attorney's fees and costs ("Termination Damages"), together with interest on
all Termination Damages at the Default Rates from the date such Termination Damages are
incurred by the Port until paid.
14.2.2 In addition to Termination Damages, and notwithstanding termination and
reentry, Lessee's liability for all Rent or other charges which, but for termination of the Lease,
would have become due over the remainder of the Lease term ("Future Charges") will not be
extinguished and Lessee agrees that the Port will be entitled, upon termination for default, to
collect as additional damages, a Rental Deficiency. "Rental Deficiency" means, at the Port's
election, either:
14.2.2.1     An amount equal to Future Charges, less the amount of
actual rent, if any, which the Port receives during the remainder of the Lease term from others to
whom the Premises may be rented, in which case such Rental Deficiency will be computed and
payable at the Port's option either:
14.2.2.1.1 In an accelerated lump-sum payment; or
14.2.2.1.2 In monthly installments, in advance, on the first day of
each calendar month following termination of the Lease and continuing until the date on which
the Lease term would have expired but for such termination, and any suit or action brought to
collect any portion of Rental Deficiency attributable to any particular month or months, shall not
in any manner prejudice the Port's right to collect any portion of Rental Deficiency by a similar
proceeding; or
14.2.2.2     An amount equal to Future Charges less the aggregate fair
rental value of the Premises over the remaining Lease term, reduced to present worth. In this
case, the Rental Deficiency must be paid to the Port in one lump sum, on demand, and will bear
interest at the Default Rate until paid. For purposes of this subparagraph, "present worth" is
computed by applying a discount rate equal to one percentage point above the discount rate then
in effect at the Federal Reserve Bank in, or closest to, Seattle, Washington.
14.2.3 If this Lease is terminated for default as provided in this Lease, the Port
shall use reasonable efforts to re-let the Premises in whole or in part, alone or together with other
premises, for such term or terms (which may be greater or less than the period which otherwise
would have constituted the balance of the Lease term), for such use or uses and, otherwise on
such terms and conditions as the Port, in its sole discretion, may determine, but the Port will not
be liable for, nor will Lessee's obligations under this Lease be diminished by reason for any
failure by the Port to re-let the Premises or any failures by the Port to collect any rent due upon
such re-letting.
14.2.4 In addition to the rights granted by Section 7.4, if upon any reentry
permitted under this Lease, there remains any personal property upon the Premises, the Port, in
its sole discretion, may remove and store the personal property for the account and at the expense
of Lessee. In the event the Port chooses to remove and store such property, it shall take

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reasonable steps to notify Lessee of the Port's action. All risks associated with removal and
storage shall be on Lessee. Lessee shall reimburse the Port for all expenses incurred in
connection with removal and storage as a condition to regaining possession of the personal
property. The Port has the right to sell any property which has been stored for a period of 30
days or more, unless Lessee has tendered reimbursement to the Port for all expenses incurred in
removal and storage. The proceeds of sale will be applied first to the costs of sale (including
reasonable attorneys fees), second to the payment of storage charges, and third to the payment of
any other amounts which may then be due and owing from Lessee to the Port. The balance of
sale proceeds, if any, will then be paid to Lessee.
14.3  Remedies Cumulative. All rights, options and remedies of the Port contained in
this Lease shall be construed and held to be distinct, separate and cumulative, and no one of them
shall be exclusive of the other, and the Port shall have the right to pursue any one or all of such
remedies or any other remedy or relief which may be provided by law or in equity, whether or
not stated in this Lease.
SECTION 15: TERMINATION OTHER THAN FOR DEFAULT
15.1  Major Capital Improvement. In the event that the Port, at its sole discretion, shall
require the use of the Premises for a major capital improvement for public or private use in
connection with the operation of the business of the Port, then this Lease may be terminated by
the Port by written notice delivered or mailed by the Port to Lessee not less than one hundred
eighty (180) days before the termination date specified in the notice. If Lessee is not in default
under any of the provisions of this Lease on the effective date of such termination, any Rent
prepaid by Lessee shall, to the extent allocable to any period subsequent to the effective date of
the termination, be promptly refunded to Lessee. Lessee shall not be entitled to any
compensation at termination for the bargain value of the leasehold or any relocation expenses.
15.2  Condemnation.
15.2.1 Total Taking. In the case of a taking by eminent domain of either all of
the Premises or such portion of either the Premises or any buildings or structures of which the
Premises are a part as shall, in the Lessee's reasonable judgment, be required for reasonable use
of the Premises, this Lease shall terminate as of the date of such taking. If Lessee is not in
default under any of the provisions of this Lease on said date, any Rent prepaid by Lessee shall,
to the extent allocable to any period subsequent to the effective date of the termination, be
promptly refunded to Lessee.
15.2.2 Partial Taking. In the case of a taking of portion of the Premises or any
buildings or structures of which the Premises are a part as shall not, in the Lessee's reasonable
judgment, be required for reasonable use of the Premises, this Lease shall continue in full force
and effect, and the Base Rent shall, as of the date of such taking, be equitably reduced based on
the proportion by which the Premises (but not the buildings or structures of which the Premises
are a part) is reduced.

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15.2.3 Damages. The Port reserves all right to the entire damage award or
payment for taking by eminent domain, and Lessee waives all claim whatsoever against the Port
and/or the authority exercising eminent domain for damages for termination of its leasehold or
for interference with its business; provided, that if this Lease continues pursuant to Section
15.2.2, the Port shall apply a portion of its award (based on the amount of the Premises so taken
in proportion to the amount of space taken in the building of which the Premises are a part, as
reasonably and equitably determined by the Port) to the restoration of the Premises in as near the
condition which existed prior to the taking as reasonably possible. The Port and Lessee further
agree that all decisions regarding how the eminent domain proceeding should be handled shall be
made in the sole discretion of the Port (specifically including any response to a motion for order
adjudicating public use and necessity or and request for immediate possession), and Lessee shall
take no actions or steps which interfere with the Port's ability to control the handling of the
eminent domain proceeding. Notwithstanding the foregoing, nothing in this Section shall be
considered to be a waiver or assignment by Lessee of any right to relocation assistance payments
or relocation advisory services which may be available in connection with the eminent domain
proceeding.
15.2.4 Eminent Domain. The term "eminent domain" as used in this Section 15.2
shall including taking or damaging of property by, through or under any governmental or quasigovernmental
authority and the purchase or acquisition in lieu thereof.
15.3  Court Decree. In the event that any court having jurisdiction in the matter shall
render a decision which has become final and which will prevent the performance by the Port of
any of its obligations under this Lease, then either party hereto may terminate this Lease by
written notice, and all rights and obligations hereunder (with the exception of any undischarged
rights and obligations that accrued prior to the effective date of termination) shall thereupon
terminate. If Lessee is not in default under any of the provisions of this Lease on the effective
date of such termination, any Rent prepaid by Lessee shall, to the extent allocable to any period
subsequent to the effective date of the termination, be promptly refunded to Lessee. Lessee is
not entitled to any compensation at termination for the bargain value of the leasehold.
SECTION 16: ACCESS; EASEMENTS
16.1  Access to Premises. The Port shall have the right to show the Premises at all
reasonable times during business hours of Lessee to any prospective purchasers, tenants or
mortgagees of the same, and may at any time enter upon the Premises, or any part thereof, for the
purpose of ascertaining the condition of the Premises or whether Lessee is observing and
performing the obligations assumed by it under this Lease, all without hindrance or molestation
from the Lessee. The Port shall also have the right to enter upon the Premises for the purpose of
making any necessary repairs and performing any work that may be necessary by reason of
Lessee's failure to make any such repairs or perform any such work. The above-mentioned
rights of entry shall be exercisable upon request made on reasonable advance notice to Lessee
(except that no notice shall be required in the event of an emergency) or an authorized employee
of Lessee at the Premises, which notice may be given orally.

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16.2  Easements.
16.2.1 The Parties recognize that the Port facilities are continuously being
modified to improve the utilities, services and premises used and provided by the Port. The Port
and its authorized utility service providers are hereby granted a continuous easement or
easements that the Port believes is necessary within the Premises of Lessee, without any
additional cost to the Port for the purposes expressed hereinabove. The Port, its authorized
utility service provider, and their respective agents, shall have the right to enter the Premises of
Lessee, and to cross over, construct, move, reconstruct, rearrange, alter, maintain, repair and
operate the sewer, water, and drainage lines, the electrical service, the roadways (specifically
including routes of ingress and egress) and all other services and facilities required by the Port
for its own use. Provided, however, that the Port by virtue of such use, does not substantially
deprive Lessee from its beneficial use or occupancy of the Premises or access thereto for an
unreasonable period of time, not to exceed thirty (30) working days, without consent of Lessee.
In any such case, Rent shall be abated during the period that Lessee is substantially deprived of
its beneficial use or occupancy of the Premises.
16.2.2 In the event of any such entry by the Port, all costs related to such entry
and all costs required to modify the Premises to allow Lessee to operate its business during the
temporary period that Lessee is inconvenienced by such Port entry shall be the responsibility of
the Port. The Port will not be responsible to Lessee for any reduced efficiency or loss of
business occasioned by such entry.
SECTION 17: NONWAIVER; RIGHT TO PERFORM
17.1  Receipt of Monies Following Termination. No receipt of monies by the Port from
Lessee after the termination or cancellation of this Lease in any lawful manner shall (i) reinstate,
continue or extend the term of this Lease; (ii) affect any notice theretofore given to Lessee;
(iii) operate as a waiver of the rights of the Port to enforce the payment of any Rent and fees then
due or thereafter falling due; or (iv) operate as a waiver of the right of the Port to recover
possession of the Premises by proper suit, action, proceeding or remedy; it being agreed that
after the service of notice to terminate or cancel this Lease, or after the commencement of suit,
action or summary proceedings, or any other remedy, or after a final order or judgment for the
possession of the Premises, the Port may demand, receive and collect any monies due, or
thereafter falling due, without in any manner affecting such notice, proceeding, suit, action or
judgment; and any and all such monies collected shall be deemed to be payments on account of
the use and occupation and/or Lessee's liability hereunder.
17.2  No Waiver of Breach. The failure of either party to insist in any one or more
instances, upon a strict performance of any of the covenants of this Lease, or to exercise any
option herein contained, shall not be construed as a waiver of or relinquishment for the future of
the performance of such covenant, or the right to exercise such option, but the same shall
continue and remain in full force and effect. The receipt by the Port of the Rent or fees, with
knowledge of the breach of any covenant hereof, shall not be deemed a waiver of such breach,
and no waiver by either party of any provision hereof shall be deemed to have been made unless

Wounded Warrior Project, Inc.        20
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expressed in writing and signed by such party. The consent or approval of either party to or of
any act by the other party requiring consent or approval of the first party shall not be deemed to
waive or render unnecessary such party's consent or approval to or of any subsequent similar
acts by the other party.
17.3  No Waiver of Rent. The receipt by the Port of any installment of Rent or of any
amount shall not be a waiver of any Rent or other amount then due.
17.4  Application of Payments. The Port shall have the right to apply any payments
made by Lessee to the satisfaction of any debt or obligation of Lessee to the Port, in the Port's
sole discretion and regardless of the instructions of Lessee as to application of any such sum,
whether such instructions be endorsed upon Lessee's check or otherwise, unless otherwise
agreed upon by both parties in writing. The acceptance by the Port of a check or checks drawn
by others than Lessee shall in no way affect Lessee's liability hereunder nor shall it be deemed
an approval of any assignment of this Lease or subletting by Lessee.
17.5  Port's Right to Perform. Upon Lessee's failure to perform any obligation or make
any payment required of Lessee hereunder, the Port shall have the right (but not the obligation)
to perform such obligation of Lessee on behalf of Lessee and/or to make payment on behalf of
Lessee to such parties. Lessee shall reimburse the Port the reasonable cost of the Port's
performing such obligation on Lessee's behalf, including reimbursement of any reasonable
amounts that may be expended by the Port, plus interest at the Default Rate.
SECTION 18: SURRENDER AND HOLDING OVER
18.1  Surrender. At the expiration or sooner termination of this Lease, Lessee shall
promptly: (i) surrender possession of the Premises to the Port in the same condition in which
received (or, if altered, then the Premises shall be returned in such altered condition unless
otherwise directed), reasonable wear and tear excepted, and (ii) deliver to the Port all keys that it
may have to any and all parts of the Premises. If the Premises are not surrendered as provided in
this Section, Lessee shall indemnify and hold the Port harmless against loss or liability resulting
from the delay by Lessee in so surrendering the Premises, including, without limitation, any
claims made by any succeeding occupant founded on such delay.
18.1.1 Removal of Wires. Unless otherwise agreed by the Port and Lessee,
Lessee shall, prior to the expiration or earlier termination of this Lease, remove all wiring,
cables, conduit, risers and similar installations installed by Lessee ("Wiring") in either the
Premises or any larger property (including buildings or structures) of which the Premises are a
part and restore the Premises and any larger property of which the Premises are a part to their
condition existing prior to the installation of the Wiring, all at Lessee's sole cost and expense.
18.2  Holding Over. If Lessee, with the consent of the Port, holds over after the
expiration or sooner termination of this Lease, the resulting tenancy will, unless otherwise
mutually agreed, be for an indefinite period of time on a month-to-month basis. During such
month-to-month tenancy, Lessee shall pay to the Port, at the Port's sole discretion, the same

Wounded Warrior Project, Inc.        21
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rental rate that was in effect immediately prior to the month-to-month tenancy times 150%.
Lessee will continue to be bound by all of the additional provisions of this Lease insofar as they
may be pertinent.
18.3  For Rent Signs. The Port shall have the right to place and maintain "For Rent"
signs in conspicuous places on the Premises for ninety (90) days prior to the expiration or sooner
termination of this Lease.
SECTION 19: ENVIRONMENTAL STANDARDS
19.1  Definitions. "Law or Regulation" as used herein shall mean any environmentally
related local, state or federal law, regulation, ordinance or order (including without limitation any
final order of any court of competent jurisdiction), now or hereafter in effect. "Hazardous
Substances" as used herein shall mean any substance or material defined or designated as a
hazardous waste, toxic substance, or other pollutant or contaminant, by any Law or Regulation.
19.2  Hazardous Substances. Lessee shall not allow the presence in or about the
Premises of any Hazardous Substance in violation of any Law or Regulation. Lessee shall not
allow any Hazardous Substances to migrate off the Premises, or the release of any Hazardous
Substances into adjacent surface waters, soils, underground waters or air. Lessee shall provide
the Port with Lessee's USEPA Waste Generator Number, and with copies of all Material Safety
Data Sheets (MSDS), Generator Annual Dangerous Waste Reports, environmentally related
regulatory permits or approvals (including revisions or renewals) and any correspondence Lessee
receives from, or provides to, any governmental unit or agency in connection with Lessee's
handling of Hazardous Substances or the presence, or possible presence, of any Hazardous
Substance on the Premises.
19.3  Violation of Environmental Law. If Lessee, or the Premises, is in violation of any
Law or Regulation concerning the presence or use of Hazardous Substances or the handling or
storing of hazardous wastes, Lessee shall promptly take such action as is necessary to mitigate
and correct the violation. If Lessee does not act in a prudent and prompt manner, the Port
reserves the right, but not the obligation, to come onto the Premises, to act in place of the Lessee
(Lessee hereby appoints the Port as its agent for such purposes) and to take such action as the
Port deems necessary to ensure compliance or to mitigate the violation. If the Port has a
reasonable belief that Lessee is in violation of any Law or Regulation, or that Lessee's actions or
inactions present a threat of violation or a threat of damage to the Premises, the Port reserves the
right to enter onto the Premises and take such corrective or mitigating action as the Port deems
necessary. All reasonable costs and expenses incurred by the Port in connection with any such
actions shall become immediately due and payable by Lessee upon presentation of an invoice
therefor.
19.4  Inspection; Test Results. The Port shall have access to the Premises to conduct an
annual environmental inspection. In addition, Lessee shall permit the Port access to the Premises
at any time upon reasonable notice for the purpose of conducting environmental testing at the
Port's expense. Lessee shall not conduct or permit others to conduct environmental testing on

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the Premises without first obtaining the Port's written consent. Lessee shall promptly inform the
Port of the existence of any environmental study, evaluation, investigation or results of any
environmental testing conducted on the Premises whenever the same becomes known to Lessee,
and Lessee shall provide copies to the Port.
19.5  Removal of Hazardous Substances. Prior to vacation of the Premises, in addition
to all other requirements under this Lease, Lessee shall remove any Hazardous Substances placed
on the Premises during the term of this Lease or Lessee's possession of the Premises, and shall
demonstrate such removal to the Port's reasonable satisfaction. This removal and demonstration
shall be a condition precedent to the Port's payment of any Security to Lessee upon termination
or expiration of this Lease.
19.6  Remedies Not Exclusive. No remedy provided herein shall be deemed exclusive.
In addition to any remedy provided above, the Port shall be entitled to full reimbursement from
Lessee whenever the Port incurs any costs resulting from Lessee's use or management of
Hazardous Substances on the Premises, including but not limited to, costs of clean-up or other
remedial activities, fines or penalties assessed directly against the Port, injuries to third persons
or other properties, and loss of revenues resulting from an inability to re-lease or market the
property due to its environmental condition (even if such loss of revenue occurs after the
expiration or earlier termination of this Lease).
19.7  Environmental Indemnity. In addition to all other indemnities provided in this
Lease, Lessee agrees to defend, indemnify and hold the Port free and harmless from any and all
claims, causes of action, regulatory demands, liabilities, fines, penalties, losses, and expenses,
including without limitation cleanup or other remedial costs (and including attorneys' fees, costs
and all other reasonable litigation expenses when incurred and whether incurred in defense of
actual litigation or in reasonable anticipation of litigation), arising from the existence or
discovery of any Hazardous Substance on the Premises, or the migration of any Hazardous
Substance from the Premises to other properties or into the surrounding environment, whether
(1) made, commenced or incurred during the term of this Lease, or (2) made, commenced or
incurred after the expiration or termination of this Lease if arising out of events occurring during
the term of this Lease.
SECTION 20: MISCELLANEOUS
20.1  Notice. All notices hereunder shall be in writing and shall be delivered
personally, by certified or registered mail, by facsimile or by recognized overnight courier
addressed as follows:
To Lessor:
Port of Seattle
Attention: Real Estate Division
P. O. Box 1209
2711 Alaskan Way

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Seattle, WA 98111
Facsimile: (206) 728-3280
For payments only, the following mailing address should be used:
Port of Seattle
P. O. Box 34249
Seattle, WA 98124-1249
To Lessee:
WOUNDED WARRIOR PROJECT, INC.
Attn: Jeffrey Macfarlan
4899 Belfort Road, Suite 300
Jacksonville, Florida 32256
Email: JMacfarlan@woundedwarriorproject.org
With a copy to:
WOUNDED WARRIOR PROJECT, INC.
Attn: General Counsel
4899 Belfort Road, Suite 300
Jacksonville, Florida 32256
Email: AAllred@woundedwarriorproject.org
or to such other respective addresses as either party hereto may hereafter from time to time
designate in writing. Notices shall be deemed delivered (i) when personally delivered; (ii) on the
third day after mailing when sent by certified or registered mail and the postmark affixed by the
United States Postal Service shall be conclusive evidence of the date of mailing; (iii) on the date
transmitted by facsimile, if the facsimile is confirmed received; or (iv) on the first business day
after deposit with a recognized overnight courier if deposited in time to permit overnight delivery
by such courier as determined by its posted cutoff times for receipt of items for overnight
delivery to the recipient.
Payments may be made in the manner provided for notice or may be delivered by regular mail
(postage prepaid); provided, payments made by regular mail (postage prepaid) shall be deemed
delivered when actually received by the Port.
20.2  Brokers. The Port and Lessee each warrant to the other that it has had no
discussions, negotiations and/or other dealings with any real estate broker or agent other than
Michael Finch with Century Pacific LLP the broker representing the Lessee ("Broker") in
connection with the negotiation of this Lease, and that it knows of no other real estate broker or
agent who is or may be entitled to any commission or finder's fee in connection with this Lease.
The Port and Lessee each agree to indemnify and hold the other harmless from and against any
and all claims, demands, losses, liabilities, lawsuits, judgments, costs and expenses (including

Wounded Warrior Project, Inc.        24
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without limitation, attorneys' fees and costs) with respect to any leasing commission or
equivalent compensation alleged to be owing on account of such party's discussions,
negotiations and/or dealings with any real estate broker or agent other than Broker(s). This
Section is not intended to benefit any third parties and shall not be deemed to give any rights to
brokers or finders. No commission(s) or finders fee(s) shall be paid to Lessee, employee(s) of
Lessee or any unlicensed representative of Lessee. The Port shall be solely responsible for the
payment of TWENTY FOUR THOUSAND FIVE HUNDRD FIFTEEN AND NO/ 100
DOLLARS ($24,515.00) to Broker, one half to be paid upon full execution of this Lease and the
remaining half paid upon Rent commencement.
20.3  Consent. Whenever the Port's prior consent or approval is required by this Lease,
the same shall not be unreasonably delayed but may, unless otherwise specifically provided by
this Lease, be granted or denied in the Port's sole and absolute discretion.
20.4  Wireless Devices. Lessee shall not install any wireless devices and/or
transmitters on or about the Premises without the prior written consent of the Port and subject to
any and all conditions in such consent. Lessee specifically grants to the Port the power to
regulate and control the use of unlicensed frequency bands (including, but not limited to, FCC
Part 15 Subpart C, FCC Part 15 Subpart D (both asynchronous and Isochronous), IEEE 802.11
and BlueTooth (ISM), and FCC UNII 1 and UNII 2 (IEEE 802.11a)) on or about the Premises.
20.5  Relationship to the Port and Lessee. Nothing contained herein shall be deemed or
construed as creating the relationship of principal and agent, partnership, or joint venture
partners, and no provision contained in this Lease nor any acts of Lessee and the Port shall be
deemed to create any relationship other than that of Lessee and the Port.
20.6  Time. Time is of the essence of each and every one of Lessee's obligations,
responsibilities and covenants under this Lease.
20.7  Recording. Lessee shall not record this Lease or any memorandum thereof
without the Port's prior written consent.
20.8  Subordination, Attornment. Unless otherwise designated by the Port, this Lease
shall be subordinate to all existing or future mortgages and deeds of trust on the Premises or any
larger property of which the Premises may be a part, and to all extensions, renewals or
replacements thereof. Within ten (10) days of the Port's request, Lessee shall execute and
deliver all instrument or certificates which may be necessary or appropriate to reflect such
subordination. Notwithstanding the foregoing, Lessee shall not be required to subordinate to
future mortgages or deeds of trust unless the mortgagee or beneficiary under the deed of trust
agrees that if it becomes the owner of the property, it will recognize the Lease as long as Lessee
is not in default. Within ten (10) days of the Port's request, Lessee shall also execute and deliver
to third parties designated by the Port an estoppel certificate or letter in the form requested by the
Port or any lender that correctly recites the facts with respect to the existence, terms and status of
this Lease. Lessee agrees to attorn to any successor to the Port following any foreclosure, sale or
transfer in lieu thereof.

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20.9  Nondiscrimination  Services.
20.9.1 Lessee agrees that it will not discriminate by segregation or otherwise
against any person or persons because of race, sex, age, creed, color or national origin in
furnishing, or by refusing to furnish to such person or persons, the use of the facility herein
provided, including any and all services, privileges, accommodations, and activities provided
thereby.
20.9.2 It is agreed that Lessee's noncompliance with the provisions of this clause
shall constitute a material breach of this Lease. In the event of such noncompliance, the Port
may take appropriate action to enforce compliance, may terminate this Lease, or may pursue
such other remedies as may be provided by law.
20.10 Nondiscrimination  Employment. Lessee covenants and agrees that in all
matters pertaining to the performance of this Lease, Lessee shall at all times conduct its business
in a manner which assures fair, equal and nondiscriminatory treatment of all persons without
respect to race, sex, age, color, creed or national origin and, in particular:
20.10.1     Lessee will maintain open hiring and employment practices and
will welcome applications for employment in all positions from qualified individuals who are
member of racial or other minorities, and
20.10.2     Lessee will comply strictly with all requirements of applicable
federal, state and local laws or regulations issued pursuant thereto relating to the establishment of
nondiscriminatory requirements in hiring and employment practices and assuring the service of
all patrons or customers without discrimination as to any person's race, sex, age, creed, color or
national origin.
20.11 Labor Unrest. Lessee agrees to join with the Port and use its best efforts in
avoiding labor unrest, or in the event of a wildcat strike or other labor difficulty, to use its good
offices in negotiating and bringing to a swift and satisfactory conclusion any kind of labor
dispute that may affect the interests of the Port.

20.12 Joint and Several Liability. Each and every party who signs this Lease, other than
in a representative capacity, as Lessee, shall be jointly and severally liable hereunder. It is
understood and agreed that for convenience the word "Lessee" and verbs and pronouns in the
singular number and neuter gender are uniformly used throughout this Lease, regardless of the
number, gender or fact of incorporation of the party who is, or of the parties who are, the actual
lessee or lessees under this agreement.
20.13 Captions. The captions in this Lease are for convenience only and do not in any
way limit or amplify the provisions of this Lease.

Wounded Warrior Project, Inc.        26
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20.14 Governing Law; Venue. This Lease shall be construed under the laws of
Washington. Exclusive jurisdiction and venue for any action relating hereto shall be in the state
or federal courts located in King County, Washington.
20.15 Attorneys' Fees. In the event that either party shall be required to bring any
action to enforce any of the provisions of this Lease, or shall be required to defend any action
brought by the other party with respect to this Lease, and in the further event that one party shall
substantially prevail in such action, the losing party shall, in addition to all other payments
required therein, pay all of the prevailing party's actual costs in connection with such action,
including such sums as the court or courts may adjudge reasonable as attorneys' fees in the trial
court and in any appellate courts.
20.16 Invalidity of Particular Provisions. If any term or provision of this Lease or the
application thereof to any person or circumstance shall, to any extent, be invalid or enforceable,
the remainder of this Lease or the application of such term or provision to persons or
circumstances other than those as to which it is held invalid or unenforceable shall not be
affected thereby and shall continue in full force and effect.
20.17 Survival of Indemnities. All indemnities provided in this Lease shall survive the
expiration or any earlier termination of this Lease. In any litigation or proceeding within the
scope of any indemnity provided in this Lease, Lessee shall, at the Port's option, defend the Port
at Lessee's expense by counsel satisfactory to the Port.
20.18 Entire Agreement; Amendments. This Lease, together with any and all exhibits
attached hereto, shall constitute the whole agreement between the parties. There are no terms,
obligations, covenants or conditions other than those contained herein. No modification or
amendment of this agreement shall be valid or effective unless evidenced by an agreement in
writing signed by both parties.
20.19 Parking. Parking is available at the Bell Street Pier Garage at prevailing monthly
rates on an unassigned, self-park basis. Twelve (12) parking spaces will be available to Lessee
in the Bell Street Pier Garage, however Lessee shall be responsible for arranging the terms and
conditions for such parking directly with the third-party operator of the Bell Street Pier Garage.
Additional unassigned parking spaces will be available to Lessee and Lessee's visitors on a space
available basis pursuant to the terms and conditions established by the third-party operator of the
Bell Street Garage. Lessee's use of the parking in the Bell Street Pier Garage is subject to all
rules and regulations of the Port or the parking garage operator, and the ordinances, rules,
regulations and permit conditions of the City of Seattle, Washington, which may be published
from time to time.
20.20 Exhibits. Exhibits A, B, C and D are attached to this Lease after the signatures
and by this reference incorporated herein.


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SECTION 21: SIGNATURES
IN WITNESS WHEREOF the parties hereto have signed this Lease as of the day and
year first above written.
PORT OF SEATTLE              WOUNDED WARRIOR PROJECT, INC.

By:                           By:
Its:                                         Its:














Wounded Warrior Project, Inc.        28
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SECTION 22: ACKNOWLEDGMENTS

STATE OF WASHINGTON )
) ss
COUNTY OF KING )
On this ___ day of ___________________, 2012 before me personally appeared           , to me
known to be the                        of the PORT OF SEATTLE, the municipal corporation that
executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act
and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that s/he was
authorized to execute said instrument.
In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above
written.

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

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

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


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Lep! Description of Real Property

PIERS 64,65,66 HARBOR AREA
All.HARBOR AREA. LYJNO IN FRONT or BLOClCS 171 AND 172, SEATI'LETlDB
LANDS TOOB'11IEIl WlTII11IAT PORTION OP BLANCHARD STUBT VACATED BY
CD'YOPSBA1TLB ORDJNANCB NO. 317.9. LOCATED IN nIB SOUI'HWEST
QUAIlTEll OF SECTION 31, TOWNSHJP 25 NORm:. IlANOB 4 BAST, W.Me IN ICING
COtJNTY. WASHINGrON. DESClUBBDAS POUDWS:
BEOINNJNO AT THB NOR11IWBST CORNEl. OPLOT 1, BLOClt 171, SBATI1.B TlDB
LANDS; 'J'HBNCBSOU11l5:z-56'53"BAST ALONG THB INNER HARBOR L1NB A
DISTANCB OP 60.84 PDT;'DIENCBCONTINtJINO ALONG SAID INNBIl HARBOR
LINB sours""'9'51-1L\STA DJSTANCB OP 1496.41 PBB'1 TO 1118 NOR.11I MARQIN'
OP VU,GINIA STUBT; 11D!NCB NOR1H 9QIOO'00" WEST ALONG SAID NORm
MAIlCDN A DISTANCB OP455.13 PDTTO 1118 Ot1l'BRHARBOR. UNB;THBNCB
NORmW49'51-WEST ALONG SAID OUl'BR.HARBOR LINB A DISTANCB OF 1142.62
FBBI';1'HBNCBCONTlNtJlNO ALONG SAID OurEllHAIUIOR L1NB NORTH 5:ze56'St"
WEST A DISTANCB OF 447.42 PBlB'I'TO 11IB SOUI'RMARGIN OF BA111!Il.Y STRBBTi
11IBNCB N01l11I9CJIOO'ocrBAST ALONG SAID 5011111 MAROlN A DISTANCE OP
4979 PEBT TO THE POINT OP Bl!OINNING. .

Mezzanine                                                                     Exhibit B
Main Level

PORT MANAGEMENT AGREEM
22-08
TABLE OF CONTE, .
,,
PAGE



ent of tb      tvManagement ........................-
.............
I.    standard of-Mana~ement-

1s Substr

......
:e Secur
I
and Pel


..    -on~lrl~uDis~osalof Contaminated S ~ ~ ~ I I I G I ~ ~
. .............
. .

asement

.....................................11
lo. 22-08C                                                        Port Management Agreemer

Audits ................................................................10
.I 1      Liens and Encumbrances ................................................. 10
EminentDomain, .......................................................10
'aiver-. .
Dispute:Resolu
.
Te-:..clllllllati~nfor Default ....................................................
Notices
y Fees ,
28.   AssigIll
29.   Several
~~~
30.   Amend          :ntal Prc

Entire ~greement....................................................... 13







No. 224                                        Port Management Agreement

Port Management Agrsemerrt
- -?-080031
P(     SEATTLE

This Port Management Agreement ("Agreement"), effective as of the 1st day of
November, 1997("the Effective Date"), by and between the state of Washington ("the State"),
through the Department of Natural Resources ("DNR"), and the PORT OF SEATTLE, a
Washington municipal corporation ("the Port"),
WITNESSETH:
Wherea:s, DNR is directed by law to manage aquatic lands owned by the state of
gton; an~d
Whereas, RCW 79.90.475 authorizesDNR and the port district, upon request of a port
district, to enter into an agreement to manage state-owned aquatic lands as set forth in said law;
and
Whereas, this ag      t is in the form of the Mc ~delPort Management Agreement
approve:d by the Washington Board of Natural Resources pursui     2W 79.90.475 and the
implemlenting regulations; and
Wherea;, the Port has requested such an agreement; and
-%
.- . . .
Whereas, UNK nas aetermined that it is in the best interest of the state of Washington toI
enter in1      magreement with the Port,
.
. ..
NOW, tnerefore, me parries hereto hereby agree as follow^.
rem.
3.       Term. This Agreement shall commence on the e:ffective date, inclusive, and sha
continut:in full forceand effect until the 31stday of Oc.tober, 2(127, (Errpiration Date), inclusive
. .
a ~erl0dof thirty (30) years referred to as the "Term."
Jew Port Management Agreeme
1)   If either party desires to e     >anew1Port Ma     nt Agree
.. .
following the bxpiration Date, the parties will meet (as ofien as necessary) amngme two years-.
prior to the Expiration Date to determine the feasibility of entering into ;a new Pc ort Management
Agreement. The parties may at that time, based on the laws ofthe state.    of Was1.lington and in th
- . . . .
form of-the Model Port Management Agreement in effect as of tnat aate, negotiate a new
manage]ment agreement.

Port Management Agreeme

I         f either party decides it is not in its best interest to enter into a nc
agreement, the parties shall decide on the fair and reasonable allocation of the leasehold revenues
for those Port leases that are in existence on the Property as of the Expiration Date.
Consideration will be given to the Port'sneed to receive a fair return on capital invested by the
Port on the Property. If the parties are unable to agree on a reasonable allocation of leasehold
revenues as stated above, then either party may invoke the dispute resolution procedures under
Section 24(b) below. In this event this agreement will be extended until such time as the dispute
resolution regarding allocation has been concluded.
2.     Delegatioq. DNR hereby delegates management to the Port, and the Port hereby accepts
this delegation and agrees to manage the parcels of state-owned aquatic lands listed on Exhibit A,
which are attached hereto and incorporated by reference, (hereinafter referred to as the
"Property"), as of the Effective Date of this Agreement in accordance with the provisions hereof.
The parties intend that this Agreement encompass all authority required for the Port to
effectively manage the Property as contemplated by RCW 79.90.475. The parties acknowledge
that the delegation by DNR and the management by the Port contemplated by this Agreement is
subject to and in accordance with State Law and regulations, including but not limited to
applicableprovisions of the Washington Administrative Code, the State Environmental Policy
Act, the Aquatic Lands Act, the ShorelineManagement Act, and the Growth Management Act.
DNR retains the authority to set state-wide aquatic lands policy through administrative code
provisions or adoption of policy by the Board of Natural Resources, as provided by law. The
Port is responsible for implementation of that policy.
e  If future circumstances indicate that additional authority is required to effectively manage
the Property, the Port may request such authority from DNR, which approval shall not be
unreasonably withheld.
The Port is hereby granted exclusive authority to enter into leases or other use
authorizations, including leases or use authorizations to itself, for the Property or portion
thereof, except as otherwise provided herein. All such leases and use authorizations shal
subject to this Agreement and shall have a copy of the Agreement attached thereto and
incorporated by reference. Said leases and use authorizations shall survive this Agreemc
such lease by the Port shall contain a clause which states that upon termination of this A
(or successors thereof), or removal of the leased property therefrom, the lessor of said le
become DNR. The Port shall furnish to DNR copies of new leases, lease renewals, leas
modifications, and surrender of leaseholds on parcels included in this Agreement upon
of said lease documents.
The Port may not execute a lease or use authorization with itself for the Property to the
extent the term of the lease or use authorization extends beyond the term of this Agreement.
DNR's delegationto the Port does not include the authority to bind the State or DNR to
any financial obligations, to any environmental remediation of the Property, orto any habitat
mitigation involving the Property without DNR's writtenconsent.


Port Management Agreement

3.    Property.
Exhibit A contains a common description, legal description, planned use (if known, or ij
stated), and map identifying each parcel of the Property. The Port may request
management of any additional parcel of state-owned aquatic lands which meets the criteria
established by law. Additional parcels approved by DNR for Port management shall be added to
this Agreement by amending Exhibit A. DNR's approval for such requests shall be timely made
and shall not be unreasonably withheld; however, DNR may consider whether the Port is meeting
its current management obligations; whether DNR has invested in, planned for, or is legally
committed to, a specific use which is inconsistent with the Port's proposeduse for the requested
parcel; whether Port acquisition would operate to release prior lessees or users to the detriment of
the State; or whether litigation is pending or threatened concerning the parcel.
DNR shall respond to the Port in writing within forty-five (45) days of request either (i)
approving or denying the request or (ii) identifying that additional information is needed for a
decision. Once that additional information has been provided DNR shall respond to the Port in
writing within forty-five (45) days, either approving or denying the request. If the DNR denies a
request, DNR shall submit in writing its reasons for denial of the request. If DNR fails to submit
such written responses as provided herein, the Port shall have the right to appeal to the
Supervisor of the Department of Natural Resources for a decision. If DNR fails to submit a
written response within ten (10) days (excluding weekends and state holidays) of receipt of
appeal, then request shall be deemed approved and Exhibit A shall be amended.
Any parcel which no longer meets the criteria established by law shall cease to be covered
by this Agreement and the management thereof shall return to DNR. Any parcel may be deleted
from this Agreement at any time by mutual agreement. The Port shall promptly notify DNR of
such parcel no longer meeting the criteria and such notice shall be deemed to amend Exhibit A.
If all subject property is deleted this Agreement shall terminate. If any parcel is no longer
included in this Agreement for any reason, upon cessation the Port shall promptly remit to DNR
its pro rata share of any prepaid rent received for that pstrcel.
4.    Access. It is not the intent that any parcel ownea oyI 1 me State which is not covered by11 ~
this Agreement, or any property owned by the Port should be left without access as a result of tl
Port's management of the Property. Provisions for access to such parcels shall be listed on
Exhibit A or its amendments.
Acce~tance/Relinauishmentof the Property Management. Except as otherwise agreed in
writing the Port hereby accepts management of the Property listed on Exhibit A in its condition
existing as of the Effective Date of this Agreement, or with respect to parcels added to Exhibit i
in the future, the date such ~arcel(s)becomes listed on Exhibit A, and agrees, at its sole expense
to conform to federal, sitate, andI local laws and regulations governing and regulating the use of
the Property. DNR has disclost,... -:d to the Port all conditions known to DNR which would
adversely affect the use or the Property and the Port acknowledges that neither DNR nor DNR's
agent has made any warranty as to the suitability of the      y for conduct of the Port's
business.
At the termination of this Agreement the Port shall relinquish management of the
Property which shall be in its condition existing as of the date identified in the paragraph above
Port Management Agreement

or in a reasonable condition which would result from prudent management, except nornla1 wear
and tear as to improvements; provided, this section is not intended to address damages caused by
contamination which shall be addressed under Section 8, Hazardous Substances, below.
6.    Standard of Management. Management of the Property shall be consistent with
Chapters 79.90 through 79.96 RCW, as amended, which state in pertinent part that: "[tlhe
manager of state-owned aquatic lands shall strive to provide a balance of public benefits for all
citizens of the state." Management shall also be consistent with the implementing regulations
adopted by the DNR or the Board of Natural Resources, and policies adopted by the Board of
Natural Resources. Adoption of such policies shall be preceded by ninety (90) days notice to the
Washington Public Ports Association, or its successor, with adequate opportunity for comment
before the Board of Natural Resources. The DNR and the Washington Public Ports Association,
or its successor, shall meet annually to review statutes, regulations and policies.
The administrativeprocedures for management of the Property shall be those of
Title 53 RCW.
7.    UseIPlanning. The Port may use the Property for port purposes as authorized in
Title 53 RCW so long as said use is consistent with the Washington State Constitution and laws
of the state of Washington. In the event the parties develop and agree in writing upon a
long-range plan for aquatic land use for the Property, the Port may enter into leases for
nonwater-dependent uses consistent with that plan without DNR approval. In the absence of a
long-range plan for aquatic use of a portion of the Property, if the Port contemplates the possible
a lease or use of that portion of the Property for nonwater-dependent uses, it shall give DNR notice
of its intentionsI at the earliest practicable time. DNR shall promptly meet with the Port      :w
the proposal foi:its con!sistency with the aquatic land policies of Chapters 79.90 through
79.96 RCW, as arncnued, and the implementing regulations adopted by----a"                               DNR.
I
8.    Hazardous Substances.
a.     Definitions.
(1)   Hazardous Substances. For purposes of this Agreement, a Hazardous
Substance is any substance that is or may be in the future:
(a)   Designated as, or that contains components designated as,
hazardous, dangerous, toxic, or harmful by applicablefederal, state, or local law, regulation,
statute or ordinance; and/or
(b)   Subject to regulation by such laws.
(2)    A~dicationDate. For purposes of this Agreement, the Application Date
the date on which application was first made by the Port for entry into this Agreement, unless the
parties agree in writing that control of properties subject to this Agreement is assumed by the
Port at a later date.
(3)   Liability. As used in this Section 8, "Liability" means any obligation or
cost of any kind arising from the release or threatened release of Hazardous Substances, or fion
any alleged violation of or failure to comply with any law referenced in Subsection 8(b), where
the release, threatened release, alleged violation, or failure to comply is related to or arises out of
the use or control of the Property. Liability includes damages (including natural resource
Port Management Agreern

damages), claims, governmental investigations, procee~dings or require]nents, tittorney jFees in a
4B      investigation, administrativeproceeding, trial or appeal, or witness or consultant costs.
b.     Compliance. During the term of this Agreement, the Port shall comply, at its ov
expense, with all applicablegovernmental laws, regulations, permits, orders or requirements
regarding the proper and lawfbl use, sale, transportation, generation, treatment, and disposal of
Hazardous Substances related to or arising out of the Port's useor control of the Property. The
- .
Port, the lessees, and sublessees shall correct and remediate, if necessary, in accordance with
applicable laws at their own expense any failure of compliance which occurs during the term of
this Agreement.
c.    Notice of Environmental Action.
(1)   The Port shall promptly notify DNR, upon discovery of all spills,
discharges or releases of any Hazardous Substances affecting the Property which are required to
rted to any federal, state, or local regulatory agency.
(2)   DNR and Port shall promptly notify each other, upon discovery of any
lallut; to comply with federal, state, or local laws or regulationswith respect to the Property.
Each shall promptly notify the other, upon discovery of any inspections on the Property by any
regulatory entity, any fines, any regulatory orders for response or interim cleanup actions (actual
or proposed), or any negotiations with any regulatory entity for a consent decree under any herein
mentioned authority, or concerning any plans for any independent cleanup or mitigation and
restoration of natural resources on the Property. This provision shall apply to orders issued to
DNR or the Port or any third party concerning the Property.
d.    Indemnity. To the extent permitted by law, the Port agrees to defend, indemnifq
and hold the State, as the owner of aquatic lands, and DNR, as manager of aquatic lands,
w harmless from any imposition or attempted imposition of Liability upon the State or DNR related
to or arising out of the use and control of the Property by the Port or anyone acting under
authority of the Port from the Application Date through the end of the Term. This indemnity
shall not apply to any i~mposition or attempted imposition of Liability that is related to or arises
out of the use and.contr- -01 of the Property by the State or anyone acting under the authority of the
State, other than the Port or anyone acting under the authority of the Port. This indemnity applz-0
to the State sole:ly in its capacity as the owner of aquatic lands and to DNR in its capacity as thc
manage:rof aquatic lands and does not extend to other units of state government or to the State
any capacity other than as owner of aquatic lands. Notwithstanding this provision or any other
provision of this Agreement, the Port shall not be precluded from seeking relief from any other
agency of state government other than DNR under the State Model Toxics Control Act, CH.
70.105D RCW ("MTCA"), the Comprehensive Environmental Response, Compensation,and
Liability Act, 42 U.S.C. Section 9601 et. sea. ("CERCLA"), other similar statutes, or common
law, for contribution, cost recovery, damages or other reimbursement for remediation of
Hazardous Substance releases.

w
No. 22-08003 1                           5                  Port Management Agreement
I

e.    Pre-existing Contamina      le parties intend
LIML   LIUS
Agreement not alter or
affect whatever Liability or responsibility either party may havce for Hzzardous Substance
releases, or threatened releases, that occurred prior to the Application Cbate ("Pre-existing
Contamination")under CERCLA, MTCA, or other laws that crct~eGlcanup obligations..--A- -1-.           In order
to effectuate this intent, the parties agree that this Agreement will not be construed to be an
indemnification or assignment of liability for any Pre-existing Contamination. Any
determination of liability or responsibility for addressing Pre-existing Contamination shall be
undertaken without regard to this Agreement.
9.    Port Reeulations. The Port may adopt written policies and regulations to implement this
Agreement and to direct the management of the Property. All such policies and regulations shall
be submitted to DNR.forreview and comment prior to becoming effective. Any such policies or
regulations must.be consistent with this Agreer
in -Rent. The following shall apply:
1V.
a.     Port Use. The Port shall pay to DNR no rent for use of any portion of the
Properlty or any state-owned improvements. In the event the Port engages in a
nonwater-dependent use of any portion of the Property or any state-owned improvements, the- 2
Port shall establish the full fair market rental in dollars according to WAC 332-30-125 and shall
remit, in dollars, to DNR eighty-five percent (85%) of that amount.
b.    Third Party Uses. If the use of any portion of the Property involves a lease or
other use authorization to a third party, rent for such portion shall be collected and distributed
according to law. In the event the use is nonwater-dependent, the Port shall establish the fair
market rental in dollars and shall remit, in dollars, to D:NR that portion :required by law.
11.   Insurance and Performance Security. When the ruri uses ur leases any portion of the
A
Property (including sttite-owned improvements) to a third party, the Port shall require the
following:
a.
1113U1ade.
(1)    Liability. Bodily injury liability, including death, and property damage
liability in an amount of not less than one million dollars ($1,000,000) or such lesser amo---A
approved by DNR, which approval shall not be unreasonably withheld. If the Port makes
written request for a lower insurance amount, DNR has forty-five (45) days following rec   [1j~h
the request to respond in writing either approving or rejecting the request. If DNR fails tc
fi
respond within forty-five (45) day period, the Port shall have the right to appeal to the Su   rO !*  7:
of the Department of Natural Resources for a decision. If DNR fails to submit a written I
\,\.!    ,
fJ2
within ten (10) business days (excluding weekends and state holidays) of receipt of appe;  2'
5 '
.,i p ~
i,u
request shall be deemed approved. p'
u3
(2)   Casualty. Fire a~     lded coverage for the insurable rc eplaceme   jsi,?>
or any state-ownedimprovements identified in Exhibit B.-,? -.--..                                   DNR shall provide the rort v,I.- n- ~
replacement cost value within sixty (60) days of the Port's request.

No. 22-0                                                Port Management Agreemc

In each of the cases above the State shalI1 be nan      n additic
insure
Performance Security.
(1)   Rent Security. For those portions of the Property leased to third parties the
Port shall require the third party to provide to the Port a bond, rent insurance,
(3r other security
accordance with the requirements of RCW 53.08.085; provided, the Port comrnission Ishall not
waive the rent security requirement or lower the amount of such requirement.
(2)    Other Security. In addition, as is appropriate for the use occurring on the
Property, the Port may require security for the performance of other lease terms including
removal of improvemc:nts, trade fixtures, personal property, and hazardous substances.
c.    InterimUse. When the Port leases any portion of the Property (including
state-owned improvements) to a third party for a period of ninety (90) days or less, the third party.- .-.--- .-.-
shall not be required to provide insurance and performance sec     stated in this Section 11
the Port has its own insurance in the same amounts on the Pro1     i the State is named as a
additional insvpd
12.   Remoc     lluable E     i. Except as permitted by RCW 79.90.150 no valuable
materials as rererrea to in Chap~ersI 7.90 - 79.96 RCW shall be removed from any parcel subj,- --- --.
to this Agreement without the prior written approval of DNR. If any approved removal requirc
payment to DNR for the value of the valuable materials removed, such payment shall be made
within ninety ( s of the removal.
13.   Fills.
a.    "Fill" defined. For the purposes of this Agreement, the term "Fill" means any
material which has been added to increase the elevation of State-owned aquatic lands and
includes rip rap, bulkheads, drainage systems or paving. "Fill" does not include confined
disposal of contaminat:ed sedirnents which is addressed under Section 14.
b.    Adding or Removine Fill. If the Port or any of the Port's tenants proposes addii
P I *-.-removing fill fro111suly
.- ---.portion of the Property, the Port shall give DNR notice of such
"
Ill1 or :
intention at the earliest practical time. DNR shall promptly meet with the Port to review the
prop02;al. If the proposed fill is consistent with Chapters 79.90 through 79.96 RCW, as amended,
,and in:lplementing regulations, DNR shall issu     1approval, which approval shall not be
unreasonably withheld.
c. -Rent. Except as provided for below in au~secnon13(d), rent for state-ownedn..7. -.-L*
aquatic2 lands underlying the fill will be determined by the use occurrir!~gon tht:fill anc
distribution of rent will be in accordance with Section 10 of this agree1nent.
d.    Fills with Upland Characteristics. The Port and DNR d~sagreeas to wnerner III--- - -*    I
I"..
state-owned aquatic lands with the characteristics of uplands are a nonwater-dependent use of the
underlying aquatic lands. Until and unless the legislature or a court of competentjurisdiction
interprets RCW 79.90.480(6) to indicate the contrary, the Port and DNR agree that the following
principles control the establishment and distribution of rent bettween thle Port and DNR for filled
state-owned aquatic lands:
(1)   The aquatic lands policies of RCW 79.90 contrc the establishmentand
distrib.ution of rent for filled state-owned lands.
Port lanagerne

4s provi     tatute, rt :nt for sl
IGU ayuil~lr;liulus that haw oeen
filled to the point of having the characteristic of uplands will be the full fair market rental value
of the filled land pursuant to WAC 332-30-125, or as amended, if the State o wis the fill and ha,
a right to charge for the fill.
(3)   Rents for filled state-owned aqueltic land:s which have thc:characteristicsof
uplands will be distributed according to the use of the filled staite-ownecd aquaticc lands. Rents for
water-dependent uses shall be paid to the Port. Rents for ~lunwater-dependentuses shall be--------.
divided between the Port and DINR. TI:lese understandings are set forth in detail in Section 10 o
this Agreement.
e.    -d.                Fills placed on the Property prior to the Effective Date
of this agreement and during the term of this Agreement shall be listed on Exhibit C. The owne
of any fill which remains severed from the aquatic land shall be identified. Otherwise the fill
shall be: conside:red part: of the Elquatic 1ands, and shall t,e so identified.
.-. .
c-
.
14.   conrinea uisvosa~01 ont tam in area aeaimenrs.3 n - -I r .
a.    Definitic,n. Confined Diisposal a~fContaminated Sediments mewns conta.inrnent c
n of contaminate:d sedirrlents. This inch~desnearshore confined  disposa:I, multi-iuser
_ _.._L1- .
conr~neddisposal, deep water confined aquatic disposal, and capping of contaminarea sedimentt
b.     Exclusion from Agreement. Confined Disposal of Contaminated Sediments is nc
covered! under this Agreement, and is not considered a Fill for the purposes of Section 13.
c.    Agreement with DNR. A separate written agreement addressing Confined
Disposal of Contaminated Sediments may be negotiated between the Port and DNR.
15.   Imvrovements.
a.     State-Owned Imvrovements. A1       wned improvements located on the
Property are listed on Exhibit B. Improvements mat Decome the property of the State during thcterm
of this Agx.cement shall be listed on Exhibit B. These improvements shall remain the
property of the !State an(1 shall be maintained at the Port's sole expense in a good condition and
state of repair. Upon the cessation or termination of this Agreement as to any portion of tne*
Property, the Port shall return said portion, together with the sta      :d improvements, to DNI
in a condition as good as when received, normal wear and tear e     I.
b.     Non-State Owned Im~rovements.A management agreement or lease shall be
deemed continuous from one term to the next (even after the expiration date) so long as the Port
or the third party controls physical possession of the improvements and is diligently pursuing
issuance:of a new Agreement or lease.
(1)   At any time during the cc      s term o~fthis, or any se- ccessor,
..
~greement(s),the Port shall determine whether improvemenrs placed on tne rroperty during thc
term of any lease are to be remo)wed,an( no compensation.sha11be due to the State for any such
removal. DNR shall make such determiination as to then existing improvementson final
" ..
.
expiration or termination or tnis Agreement. The Port or the third party owner shall bear all cos
of removal and ( ~freturnling the parcel to the condition existing prior to placement of the
improvements.

Port Management Agreeme

(2)   Title to Im~rovements.
I                        (a)   Title to Port-constructed improvements shall remain with the Port
so long as the parcel upon which they are located is continuously subject to a managennent
agreement or lease with the State. Thereafter, title shall pass to the State.
(b)   Title to third party-constructed improvements shall remain with the
third party so long as the parcel upon which they are located is subject to a continuous lease.
Thereafter, title shall pass to the State; provided, the Port may purchase the improvements from
the third party for value; and further provided, the Port shall give notice to DNR if said
improvements are being purchased from a bankruptcy trustee.
16.   Easements.
a.     Easements Granted bv DNR.
(1)    DNR may grant permanent easements across any portion of the Property.
For purposes of this Agreement, outfalls of any type and sediment impact zones are considered
--went   easements. DNR shall obtain the Port's written approvalprior to making such grants,
yVIIIIc..
which approval shall not be unreasonably withheld. The Port has forty-five (45) days following
receipl,. .,   t of the request to respond in writing either approving or rejecting the request. If the Port
.
rals ro respond within the forty-five (45) day period, the State shall have the right to appeal to
the Port Commission for a decision. If the Port fails to submit a written response within ten (10)
business days (excluding weekends and state holidays) of receipt of appeal, the request shall be
deemed approved.
(2)   Any request to DNR by the Port and its Lessee fbr a permanent easement
across any portion of the Property shall be promptly considerea ana approval shall not beI 'I
unreasonably withheld or delayed.
(3)   If DNR grants any easements, DNR shall require the grantee to indemnify
the Port to the same extent that the grantee indemnifies the State.
b.    Easements Granted bv Port. The Port nlay grant non-permanent easements
without DNR approval so long as the term of each grarit does nlot exceed the maximum term
allowed by statute for leases of the burdened portion oi ult: n-arruperty. Under no condition shall
the term of any non-permanent easement exceed the Term of this Agreement unless approved by
DNR.
17.   Local Improvement Districts. Pursuant to RCW 79.44.040, the Commissioner of Public
Lands (Commissioner)shall have the exclusive authority to consent or withhold consent to the
inclusion of any portion of the Property in any local improvement district (LID). The
Commissioner shall not withhold consent if the Port agrees to pay any assessment against the
Property by such LID, regardlessof when levied. The Port shall be responsible, during the,term
of this Agreement, for installmentsdue on pre-existing LID as:     ts.
18.   Taxes. Except for taxes and other governmental charges imposed by law on third parties,
the Port shall be responsible for, and shall pay when due, all taxes, fees, licenses, and other
governmental charges of whatever character or arising out of, or attributable to, the Property or to
the Pol?Is mansigement, use andlor leasing thereof during the term of this Agreement.
I   No. 22-08003 1               9          Port Management Agreement

Entry. Upon re     e notice DNR shall have: right 01 entry tc
)
the Prc
reasonable times for any lawful purposes. Such entry, however, will be subject to reasonable
security and safety regulations and shall not unreasonably interfere with the use of the Property
20.   Audits. DNR may periodically review the management of the 1'roperty by the 1'ort for
consistency with the Agreement, all applicable laws, chapters 79.90 thrsough 7s1.96 RC1v,
policies adopted by the Board of Natural Resources, and,administrativeGuue yrovisions.- n \ T n
U I ~ K
will promptly notify the Port if it believes the Port is not complying.
The Port shall make all records concerning the management of iany Portion of the
Property available to D1NR upon request.
21.   Liens and Encumbrances. The Port shall keep the Property free from liens and other
encumbrances (other than leases and other use authorizations authorized in
Sections2 Delegation, 16Easements, and 17Local Improvement Districts). Nothing ii
r l
. LI this,-
Agreement shall be construed as authorizing the Port to obligate the State, directly or inalrecrly. I
to any costs, expenses, or financial liability on account of the nianagemlent, use, lease,
()r other
actions taken by the Port with respect to the Property.
22.   Eminent Domain. If at any timf:during the ternn of the Agreement the I     or any
part the:reofis taken or condemned by amy authlority having the power c)f emine     in, the
Port, DNR, and any other person having a legal interest shall have the right to appear iri such
proceedings and be represented by their respective counsel, and each may claim just
compensation for its respective loss or damage sustained by the taking or condemnatio~,.n
.Anlr
,,,
award, compensation, clamages,or Pay1nent by reason (3f such t;aking3la11 be a     led with:
such proceedin,g and ea  P W, shall take such amount, if any, as may 'be awarc
Non-Wi    he failure of either party to insis;t upon the strict: perfornlance of 'any oft
nts or cc      3 of this Agreement in any one oIr more i!nstance:s shall not be construed .
be a waiver thereor. In the event that a default is for otner tnan the payment 01money,I  ~1          L -P~- -
~     rne1
acceptance by either party of payments required under the Agreement shall not be deenned as a
waiver of such default.
Dis~uteResolution.
a.    Diswute. Means that whenever the Port and DNK cannot agree on the tz
circumstances,r     y to interpret this Agree:ment, 01:whene~ver the E'ort and DNR cannot a@ree
on the applicati     ly operative sections of 1his Agrleement, either party may declare that a
dis~uteexists concemng the Agreemet,.>t
Dis~uteResolution.
[I)   If either party declares tk le existe. ..      . dispute. . .. concen..ling this
Agreement, the declaring party shall so notify the other party and shall provide a writte
statement of the facts, its interpretation of the Agreement, and its position concerning s
dispute. Within fifteen (15)days the other party shall provide to the declaring party a WrnLen
statement addresingthose same three e ;. Withi         iys after the dec:laring

Port Management Agreen:lent

as recei-ved the (     V'swritten statement, the parties shall rrleet and try to're
!f the parties fail to resolve the dispute as provided in Subsection24(1)
above,
LllCll
=,herparty may request further review within fifteen (15) days by giving notice to
the other party. Thereafter, the Supervisorof the Department of Natural Resources and the Port's
Chief Administrative Officer (in the event the Port has no Chief Administrative Officer, then
such person shall be designated by the Port Commission) shall meet within thirty (30) days of the
request and try to resolve the dispute.
(3)   In the event the dispute is not resolved within sixty (60) days after their
first meeting as provided by Subsection 24(2) above, either party may request a meeting between
the Commissioner of Public Lands and a member of the Port Commission empowered to
represent the Port. Within sixty (60) days after such request, said two individuals shall meet and
attempt to resolIve such dispute. In the event they are unable to resolve the dispute within said
sixty (60) day I~eriod,either party may petition the Superior Court for resolution of the dispute.
(4).    Juring dispute resolution arising under Section 1(b)(2), the parties agreeT
to exterid the elcisting Agreement, as provided for in Section 1(b)(2).
25.   w----:-.
1emmation for Default. DNR may cancel this Agreement or
~ ~ I I I U V GW Ipuluurl~  UL Lne
Property therefrom for any failure by the Port to perform its obligations under this Agreement o
six (6)months written notice to the Port, unless, within that time, the Port cures such default.
DNR'sdecision whether to cancel the Agreement or to remove any portion of the Property shall
be reasonably exercised. If the default is of a character which cannot be remedied within six (6:
months, the Port shall notifl DNR and the parties shall agree on a reasonable period to remedy
the default. In the event the parties cannot agree on a period, that shall be referred to resolution
as provided in Section 24, Dispute Resolution. Failure to cure the default within such period
may result in cancellation or removal of any portion of the Property upon notice. The decision 1
DNR to give notice of its intention to cancel this Agreement, or to remove a portion of the
Property for default after expiration of the period for cure, shall constitute a dispute and shall be
appropriate for resolution under Section 24, Dispute Resolution, herein.






No.22-01                        1 1              Port Management Agreement

Notice's. All nc ~ticesrequired by law or this Agreement shall be     ng and may be
personally served or sent by first class mail. If such notice is served personally, service shall be
conclusively deemed made at the time of service. If service is by first class mail, service shall be
conclusively deemed made three (3) days after the deposit thereof in the United States mail,
postage prepaid, addressed to the parties to whom such notice is to be given. Any notice may 
given at the following address (or such other address as either party may noti@the other, in
writing):
DNR:    DEPARTMENT OF NATURAL RESOURCES
Aquatic Resources Division
1111 Washington Street SE
PO Box 47027
Olympia, WA 98504-70
PORT:    PORT OF SEATTLE
P.O. Box 1209
Seattle, WA 98111
27.   Attorne:v Fees. In the event either party shall be required to bring any action to enforce
any of the protrisions of this Agreement or shall be required to defend any action brought by thl
other with respect to this Agreement the prevailing party in such action shall be
reasonable attorney'sfees in addition to costs and necessary disbursements.
lo part of this Agreement may be assigne                ed.
29.   Severab~nq.Ifany provision of this Agreement or its application LV any persor,,1 nr,,
circumstance i:s held invalid, the remainder ofthe Agreement o:r the a p ~  1 of the provisiol
to other persons or circumstancesis not affecteld.
30.   Amendments/Supplemental Provisions.
a.    If, during the term of this Agreement, the Board of Natural Resc)urcesapproves
.amendmentsto the Model Port Management Agreement pursuant to RCW 79.90.475,- - - -   DNR shr
give notice of that fact to the Port. Either party may request that this Agreement be amended tc
conform to the newly approved Model Port Management Agreement.
b.    If unique conditions relating to management of the Property arise during the term
of this .Agreement, either party may request that a supplemental provision be added to this
Agreement to accommodate those unique conditions. Such supplemental provisions shall not
address issues of general port industry interest or interest to any other Washington port district,
determined by the Washington Public Ports Association (WPPA), or its successor organization
WPPA shall be given sixty (60) days to review the terms of any supplemental provision. WPP
- -
shall give notice to DNR if WPPA determines the proposed terms are c)fgeneral port district
interest or of interest to any other Washington port district.
c.    Acceptance of a subsequent Model Port Management Agreement or inclusion
herein
(3fa sup]
dement;31 provision must be by mutual agreement of the parties.
No.22-0                        12              Port Management Agreement

Survit
& A .         d.All obligations of the parties to be performedunder ill=
tGl11,a illlu C;UIIU~LIV~Sn~
this Agreement, including but not limited to, obligations occurring after the termination of this
Agreement or removal of any portion of the Property from this Agreement shall not cease up01
termination or removal, and shall continue as obligations until fully performed.
Entire Agreement. This is the entire agreement between the parties. There are no other
agreements, either oral or written, that have not been incorporated into this Agreement. No
amendments to this Agreement shall be binding unless the amendment is in writing and signed
by the parties.
Signed this .&         day of
rf?b~b  ,19%.
STATE:
STATE OF WASHINGTON
DEPARTMENT OF NATURPLL
RESOURCES

CHARLE   vl, Supervisor
Signed this h W d a y o f       ,199f1.
PORT:
I                                                                 PORT OF SEATTLE








Port Management Agreement

a    CERTIFICATE OF ACKNOWLEDGMEN'
STATE OF WASHINGTON )
) ss.
County of Thurston      1
On this   rn'9ay  of *%@oh,199.k ,personally appeared before
me CHARLES BAUM, to me known to have signature authorizationdelegated to him to sign for
JENNIFER M. BELCHER, the Commissioner of Public Lands, and ex officio administrator of
the Department of Natural Resources of the state of Washington, the department that executed
the within and foregoing instrument on behalf of the state of Washington, and acknowledged said
instrument to be the free and voluntary act and deed of the state of Washington for the uses and
purposes therein mentioned, and on oath stated that he was authorized to execute said instrument
and that the seal affixed is the official seal of the Commissioner of Public Lands for the state of
Washington.
IN WITNESS WHEREOF,I have hereunto set my hand and affixed my official seal the
day and year first above written.
SEAL
- -
[ Ntctlerle L+m~hj         .I
(TypePrint Name)
Notary Put     id forthe State of Washington
residing at    -4 rvlp I ci
My Commission gpires 9I I I 0 I






Port Management Agreement

STATE OF WASHINGTON)
) ss.
COUNTY OF ( King )
Linda J. Strout
I certify that I I       have satisfacto  evidence hat K4(              is the person
who appeared before rne, and iis theI!k&%dh%%ro f k o ? t e ~ f f a & ~ ~ ~ ~I huther
certify that said person acknowledged the foregoing instrument to be the free and voluntary acl
the Port for the uses and purposes mentioned in the instrument, and on oath state thatSle is dull
authorized to execute and acknowledge said instrument.
DATED: [  September 17, 1998      1

r  Ann  DeKos.                               I
Notary Public in ana ror the State of Washington
residing at    ea  le
My Commission Expires 11/
'"




No.22-08003 1                     IS              Port Management Agreement

TABLE OF EXHIBITS
PMA 22-08003 1
Port of Seattle

1.     Exhibit A, including:
Seattle Harbor Vicinity Plan
No. 1 ShilsholeBay Marina
No. 2 Fisherman's Terminal
No. 3 Pier 2
No. 4 Terminal 3
No. 5 Terminal 5
No. 6 Terminal 18 - South
No. 7 Terminal 18 - North
No. 8 Terminal 25
No. 9 Terminal 30
No. 10Terminal 37 - Pier 48
No. 1 1 Terminal 64/65 & Pier 66
No. 11.1 Pier 64/65 & Pier 66
No. 12Pier 69
No. 13 Pier 86
No. 14Tenninal91
e  No. 15Terminal 2 - East
No. 16Pier 27
No. 17Terminal 30 -North
Each of the individual parts of the Exhibit includes:
(a)   Legal Description and maps showing ports management boundaries
(b)   Fill locations
(c)   Improvement locations
(d)   Upland ownership information
2.    Exhibit A-1 Cwent and Planned Uses
3.    Exhibit B List of Improvements
4.    Exhibit C List of Fill
5.    List of environmental reports pertaining to specific pro~erties

No. 22-08003 1 Table of Exhibits

Exhibit A-1 Current and Planned Uses
PMA 22-08003 1
Port of Seattle
1.    ShilsholeBay Marina:  The facility is a public marina used
primarily for pleasure craft, but with some fishing and commercial
vessel moorage. There are no Port facilities on any portion of the
harbor area in front of the marina. All water-dependent uses.
Previous lease: 22-001669.
2.    Fishermen's Terminal:  This is a public marina reserved
primarily for commercial fishing vessels. The harbor area subject to
the Port'sPMA application contains a pier which is used by fishing
vessels. All water-dependent uses.
Previous lease: Waterway Permit # 215.
3.     Pier 2:   The harbor area contains no facilities. The abutting
upland is part of a Port of Seattle marine facility. The upland
facility is currently leased to Crowley Marine Services, Inc., for use
as a barge loadinglunloading site. All water-dependent uses.
Prey -
-
ase: 22-002359.
4.     Ter :  Area commonly known as the Lockheed properties.
The harbor area contains fill-created uplands and some
improvements left by the previous site owner. The Port is
developing the site for a future marina container facility and expects
to construct a 100' berth extension on the existing docklocated on
the south end of the waterway.  Port shall pay $1 18,662.23 in back
rent owed under the leases prior to the Port's amending the PMA
application to include the Lockheed leases. All water-dependent
uses.
Previous Leases: 22-090033,22-090032,22-09003 1.
5.    Terminal 5:  The terminal is the site of an existing marine
container terminal. The abutting harbor area is used by ships
mooring at the terminal. The area is part of the ongoing Southwest
arbor Project. All water-dependent uses.
Previous Lease: Waterway Permit # 2 12.
6.    Terminal 18-South: The terminal is the site of an existing marine
container terminal. The harbor area contains some upland fill
which is used as a container yard. Terminal 18-South abuts
Terminal 18-North. All water-dependent uses.
Previous Leases: 22-00 1689,22-002012,22-002022,22-002023,
22-002267.
22-08003 1 Exhibit A-1 Planned Uses       1

0  7. Terminal 18-North: The area is used by ships moorlng at the
terminal. See # 6 above. All water-dependent uses.
Previous Lease: Waterway Permit # 212.
8.    Terminal 25:  The terminal is the site of an existing marine
container terminal. The abutting waterway area is used by ships
mooring at the terminal. All water-dependent'uses.
Previous Lease: Waterway Permit # 2 12. .
9.    Terminal 30:  The terminal is the site of an existing marine
container terminal. The abutting waterway area is used by ships
mooring at the terminal. All water-dependent uses.
Previous Lease: Waterway Permit # 2 12.
10.   Terminal 37/42/46 & Pier 48:  These terminals are the site of
existing marine container terminals. The abutting waterway area
and harbor area contain portions of docks used as container yards
and for moorage of ships calling at the terminals. Pier 48 is the site
for 1passenger vessel activity, including the Victoria Line service.
API)roximatelyone-half of the westerly portion of the facility lies
witf )in the harbor area. From May through October of each year,
Victoria Lines occupies the north side of the Pier. The west and
south sides are used by barges and fishing vessels. From October
throughApril of each year beginning in 1994, the Port has been
renting out the terminal building to various nonwater-dependent
events. Currently, the Port is charging aflatfee of approximately
$3,000per day. The improvements within the harbor area include
the dock and terminal building used to support the vessel activity.
All water-dependent uses EXCEPT for the renting out of the
terminal building from October through April of each year, which is
classified as nonwater-dependent. The agreement with the Port is
for payment of ten (10) percent over the normal water-dependent
rate for special nonwater-dependent events. The rent formula is:
(Upland Value) x (Land Area) x (Aquatic Value @30%) x (Rate of
Return @7%) x (1.10). This rental rate shall be subject to annual
adjustment and provision as provided for in RCW79.90.480 (for
water-dependent rental calculation and supporting WACS). For
calendar year 1997, the rent amount is $60.59 per day ($55.09 plus
$5.50) to the extent nonwater-dependent uses take place on this
parcel.
Previous Leases: For Terminal 37/42     ,002443.
For Terminal 48: 22-002075.


22-080031 Exhibit A-1 Planned Uses

11.   Pie     & Pier 66:  Pier 64/65 is comrr only ref
CIICU LU
as the
"Be1'1 Harbor Marina. This harbor area will be the site of a public
short-stay marina which is part of the Port's Central Waterfront
Project. Pier 66 is the site of the main portion of the Port's Central
Waterfront Project. The Port is currently developing the site by
building a facility which will hold two fish processing plants (Elliott
~                                 Bay Seafoods aka Bell Street Fish Market and the Fishin'Place), an
international conference center (Bell Harbor International
I
Conference Center), a maritime (Odyssey) museum, a restaurant
(Anthony's HomePort Restaurant, the Bell Street Diner and the Fish
'n Chip Bar), retail areas (Bell Street Grocery and Deli), office sites,
and public access areas. All are water-dependent or water-oriented
uses EXCEPT for: Bell Harbor International, Anthony'sHome Port
Restaurant, Bell Street Diner and the Fish 'n Chip Bar; Bell Street
Grocery and Deli; and the office sites are not water-dependent or
water-oriented uses, and are classified as nonwater-dependent.
The annual rent for these nonwater-dependent uses for 1997-1998 is
$8 1,231.00. The basis for calculating the rent was negotiated under
T -se  Agreement No. 22-002780. Future nonwater-dependent rent
YUU8
will be determined per exhibit A-1 1.1, areas I designated as public
use will not be charged rent. Areas clesignate:d as water-dependent
... . . ---..
:I1 be charged rent in accordance with WAC 332-30-123 and RCW
79.90.480. Areas designated as category two nonwat      dent
will be charged rent in accordance with WAC 332-3C     d RCW
In
30.500. Areas designated as category one n o n ~ a t ~ ~ - ~ ~ ~ ~ ~ ~ d e n t
17.3
use will be charged rent at a rate Ten Dollars ($10.00) per square
foot less then the category two nonwater-dependent rate. These
--*I~ncrhodsshall remain in effect until:
'he Port of Seattle makes;any chzinge in the uses on Pier
' A/c -..                   I _ _
14,03and 66 that affect the square footage assignment as_-___I
lepicted on Exhibit A-1 1.1. The Port sha11 immec      otify
INR when any such changes occur;
z.                             ,. . .
I'hePort of Seattle request additional areas or state-owned
aquatic land be added to this agreement;
3. The Port and DNR agree to modify the re1nt. calcul      :thods
s a result of DNR conducting a study to determlne the.
elationship of water-dependent, water-oriented, and nonv
!ependentuses on Pier 64/65 and 66.
4. Or upon Mutual Agreeme
Areas desigr     Public P     I Exhibit A-1 1.1 and
constructed in whole or in part with ALEA or IAC grant funds shall
display all signs required by the grant document. In addition, any
portion of these areas which are gated or restrict public access for
any purpose shall contain signage wtlich informs the public how
a   access may be obtained.
22-08003 1 Exhibit A- 1 Planned Uses

I-... ..,.I
Previous Leases: 22-00 1776 (terminated), 22-002500 (terminated),
22-002780.
Pier
B
69:  The harbor area is used as the headquarters for the Port
,,,,r.rn.4 for the site of two tenants (Victoria Clipper and Seafloor Survey
International). The two tenants are classified water-dependent. The
Port and DNR are currently in disagreement regarding whether the
Port offices are considered a non-water de~endentor water oriented
use. This issue is now subject to litig      King Cc      lpreme
Court, case number 97-2-22329-65Ei
Previous Lease: 22-002404.
13.   Pier      'he upland and harbor area portions are used as a public
park, a gram terminal, and a public fishing pier. The Happy
Hooker, a small concessionaire type business, is a tenant of the Port.
All uses are water-dependent EXCEPT for the Happy Hooker,
which is a nonwater-dependentuse. No rent is being charged for
this :small pu blic amenity.
Previous Leaae: 22-002479.
14.   Terminal 91:  This terminal is used for transshipment of fruit,
automobiles, and other products. Fishing and other commercial
vessels also moor at the facility. The abutting harbor area contains a
portion of the two piers. All water-dependent uses.
Previous Lease: None.
15.   Pier 27:  This is a newly acquired piece of property which is
curre:ntly not being used by the Port. The Port expects to develop
the area as part of a larger marine project involving container--- -- --
terminals to the north and south. The abutting waterway area
currently contains a moorage ramp.
Pr~viousLease: Nonc
Ternninal2 1     Commonly referred to as the WyckoffRSR
properties. Tne narbor area contains fill-created uplands and some
improvements left by the previous owner of the site. The Port is
currently in the midst of developingthe site for a container and
intennodal on-dock rail facility. The tenant for the site will be
Ameirican President I     he use is water-dependent.
Previous Lease: Nonf


)it A-1 Planned
'
Uses

17.   Termma1 a0 North: This parcel, previously occupied by G
Corporation, will be used as a moorage facility for large vess
while the area behind the sheetpile bulkhead will be used for
maritime commercial activities. All uses are water-dependen
Previous Leases: 22-090002 (GATX)















bit A-1 IPlanned Uses        5

Exhrb~tB - Improvement,
PMA 22-080C
Port of Seatt:
Shilsh~ole Bay-   Marina
(a)   BreaKwater - Ownea oy Federal uovernment1
(b)   Marina related improvements (docks, pi     ips) - Owned by Port
3   Fishermen's Terminal:
(a)   Marina related iimprove]ments (c:oncretepierlpilings) - Owned by Port
Pier 2:
(a)   None
ma1 3:
Concrelte dock 2md pilin     ned by E'ort
nal5:
Docks, pilings Emd apro:     ned by F'ort
Terminal 18 - South:
(a)   Docks, pilings, aprons and cranc      led by Port
7.    Terminal 18 - North:
(a)   Docks. ~ilin~s.aDron and cranes - Owned by PC
8.    Termir
(a)    u"Lm, pllllltja, aplVll
aidcranes - Owned bv Pa
9.   Terminal 30:
(a)   Docks, pilings, apron and cranes - Owned by Po
10.   Terminal 37/42/46:
Docks, 1pilings, Iapron an~dcranes - Ownr
'l'ermin1-1b n AQ.-ru.l
Docks, 1pilings, rapron, CIranes anc
12.   Pier 64/65:
(a)   Marina related i      nents (dock, slir)s, piling      ned by I

03 1Exh     Improvt

Pier 66
(a)   Various buildings -- conference center, restaurant, museum, diner, retail store, and
offices -- Owned by Port
Pier 69:
(a)   Office building - Owned by Port
(b)   Concrete apron - Owned by Port
(c)   Dock - Owned by Victoria Clipper
Pier 86
(a)   Concrete fishing pier - Owned by Port
(b)   Small concession building - Owned by P-"
(b)
,
Elevated conveyor belt structure - Owne     rgill
Terminal 91:
(a)   Tip ends of piers 90 & 91 - Owned by Port
Pier 27:
(a)   Wood ramp - Owned by Port
18.   Terminal 2 East:
(a)   None. However, Port has future plans to install rail lines (on filled aquatic lands)
which it will own.
19.   Terminal 30 North:
(a)     Sheetpile bulkhead -Owned by Port
(b)   Wooden dock - Owned by Port






22-080031Exhibit B - Improvements

Exhibit C -- Fills on State-Owned Aquatic Lands
PMA 22-080031
Port of Seattle
Please refer to Exhibit A -- Maps and Legal Description for information regarding fill location
with reference to the following properites:
1.    Terminal 2 East
2.    Tennin
3.    Termin

Termin
6.    Terminal 27
7.    Terminal 30
e 8.  als 37- I
9.    Pier 66
:
10.   Pier 86

EXHIBIT D 
TENANT IMPROVEMENTS WORK LETTER 

1.     The Lessee Work. Under the Lease, Lessee has agreed to accept the Premises in 
their current condition without any obligations for the performance of additional 
improvements or other work by Landlord. Notwithstanding the foregoing, Landlord has 
agreed that Lessee may perform certain Tenant Improvements, as reflected generally in the 
scope of work referenced on the Work Letter prepared by Burgess Design dated 3/10/2012 
attached as D1, the Demo Plan attached as D2 and the Space Plan attached as D3, 
including cabling, which Burgess Design work will be revised and presented to the Landlord 
for review and approval. The Tenant Improvements shall be in accordance with the 
provisions of this Work Agreement and, to the extent not inconsistent herewith, the 
provisions of the Lease. Performance of the Tenant Improvements shall not serve to abate 
the payment of Rent or otherwise extend the Rent Commencement Date under the Lease. 
2.     Cost of the Work. Except as provided hereinafter, Lessee shall pay all costs (the 
"Costs of the Work") associated with the Tenant Improvements whatsoever, including 
without limitation, all permits, inspection fees, fees of architects, engineers, and contractors, 
utility connections, the cost of all labor and materials, bonds, insurance, and any structural 
or mechanical work, additional HVAC equipment or sprinkler heads, or modifications to any 
building mechanical, electrical, plumbing or other systems and equipment or relocation of 
any existing sprinkler heads, either within or outside the Premises required as a result of the 
layout, design, or construction of the Tenant Improvements. 
3.     Review and Approval. 

3.1.   Working Drawings and Engineering Report. 
3.1.1. Submission. No later than thirty (30) days after mutual execution of 
this Lease, Lessee shall submit to Landlord for approval two (2) sets of "Working Drawings" 
(as defined in Section 12 herein), and a report (the "Engineering Report") from Lessee's
mechanical, structural and electrical engineers indicating any special heating, cooling, 
ventilation, electrical, heavy load or other special or unusual requirements of Tenant. 
3.1.2. Review. Landlord shall, within five (5) working days after receipt 
thereof, either approve the Working Drawings and Engineering Report, or disapprove the 
same advising Lessee of the reasons for disapproval. If necessary, Landlord shall also 

1

endeavor to obtain Landlord's insurers approval of any sprinkler drawings. If Landlord 
disapproves of the Working Drawings or Engineering Report, Lessee shall modify and submit 
revised Working Drawings, and a revised Engineering Report, taking into account the reasons 
given by Landlord for disapproval, within five (5) days after receipt of Landlord's initial 
disapproval. 
3.2.   Change Orders. No changes, modifications, alterations or additions to the 
attached exhibits or the approved Working Drawings may be made without the prior written 
consent of Landlord after written request therefore by Lessee (a "Change Order"). In the 
event that the Premises are not constructed in accordance with said exhibits and approved 
Working Drawings and any approved Change Order, then Lessee shall not be permitted to 
occupy and/or conduct business from the Premises until the Premises reasonably comply in 
all respects with said exhibits, approved Working Drawings and approved Change Orders; in 
such case, the Rent shall nevertheless commence to accrue and be playable as otherwise 
provided in the Lease. 
3.3.   Final Inspection. Landlord's acceptance of the Tenant Improvements as being 
complete in accordance with the attached exhibits, approved Working Drawings, and 
approved Change Orders shall be subject to Landlord's inspection and written approval.
Lessee shall give Landlord five (5) days prior written notification of the anticipated 
completion date of the Tenant Improvements. 
3.4.   Landlord's Approval. 
3.4.1. Landlord shall not unreasonably withhold approval of any Working 
Drawings, Engineering Report, or Change Order submitted hereunder if they provide for a 
customary layout, are compatible with the Building's shell and core construction, and will 
not require any structural modifications to the Building, whether required by heavy loads or 
otherwise. 
3.4.2. Landlord's approval of the attached exhibits and Lessee's Working 
Drawings, Engineering Report or Change Order, and Landlord's recommendations or 
approvals concerning contractors, subcontractors, engineers or architects (if any) shall not 
be deemed a warranty as to the quality or adequacy of the Tenant Improvements, or the 
design thereof, or of its compliance with Laws, codes and other legal requirements. 
4.     Compliance. The Tenant Improvements shall comply in all respects with the 
following: (a) the Building Code of the City and State in which the Building is located and 
State, County, City or other laws, codes, ordinances and regulations, as each may apply 
according to the rulings of the controlling public official, agent or other such person, (b) 
applicable standards of the National Board of Fire Underwriters and National Electrical Code, 
and (c) building material manufacturer's specifications. If necessary, the Tenant 
Improvements shall also comply with the requirements of Landlord's insurer. 

2

5.     Architects, Engineers, and Contractors. 
5.1.   Qualified Professionals. The Working Drawings, Engineering Report and the 
Tenant Improvements, shall be prepared and performed by licensed, reputable and qualified 
architects, engineers and contractors. 
5.2.   Insurance Requirements. 
5.2.1. Professional Liability. All architects and engineers shall carry 
professional liability insurance with limits not less than one million dollars per claim 
($1,000,000). 
5.2.2. Worker's Compensation. All contractors and subcontractors shall 
carry Worker's Compensation Insurance covering all of their respective employees in the 
statutorily required amounts. 
5.2.3. General Liability. All contractors and subcontractors shall each 
separately obtain and keep in force a policy of general liability insurance consistent with the 
requirements of Sections 11.2.1.1 of the Lease; provided, however, (i) the limit for such 
insurance shall be at least three million dollars ($3,000,000) notwithstanding any other 
amount set forth in the Lease, and (ii) the policies therefore shall cover both Landlord and 
Lessee, as additional insureds. Evidence of such insurance shall be delivered to Landlord 
before the construction is commenced or contractor's equipment is moved onto the 
building.
6.     Performance. 
6.1.   The Tenant Improvements shall be commenced promptly following the 
Possession Date, and shall thereafter be diligently prosecuted to completion, subject only to 
delays for reasons beyond Lessee's control (except financial matters). All Tenant 
Improvements shall conform with the Working Drawings approved by Landlord in writing, 
and Landlord may periodically inspect the Tenant Improvements for such compliance. The 
Tenant Improvements shall be coordinated under Landlord's direction with other work being 
done or to be performed for or by other tenants in the building so that the Tenant 
Improvements will not interfere with or delay the completion of any other construction work 
in the building. 
6.2.   Lessee shall perform the Tenant Improvements in a thoroughly safe, firstclass 
and workmanlike manner in conformity with the attached exhibits, the approved Working 
Drawings, and any approved Change Orders, and shall be in good and usable condition at the 
date of completion. 

3

6.3.   Lessee shall be required to obtain and pay for all necessary permits and/or 
fees with respect to the Tenant Improvements, copies of which shall be provided to Landlord 
prior to commencement of the Tenant Improvements. 
6.4.   Each contractor and subcontractor shall be required to obtain prior written 
approval from Landlord for any space outside the Premises within the building, which such 
contractor or subcontractor desires to use for storage, handling, and moving of his materials 
and equipment, as well as for the location of any facilities or personnel. Nothing in the 
paragraph shall, however, give rise to any obligation on Landlord to provide such space. 
6.5.   The contractors and subcontractors shall be required to remove from the 
Premises and dispose of, at least once a week and more frequently as Landlord may direct, 
all debris and rubbish caused by or resulting from the construction. Upon completion of the 
Tenant Improvements, the contractors and subcontractors shall remove all surplus 
materials, debris and rubbish of whatever kind remaining within the building which has been 
brought in or created by the contractors and subcontractors in the performance of the 
Tenant Improvements. If any contractor or subcontractor shall neglect, refuse or fail to 
remove any such debris, rubbish, surplus material or temporary structures within two (2) 
days after notice to Lessee from Landlord with respect thereto, Landlord may cause the 
same to be removed by contract or otherwise as Landlord may determine expedient, and 
charge the cost thereof to Tenant as additional Rent under the Lease. 
6.6.   Lessee shall obtain utility service, including meter, from the utility company 
supplying service, unless Landlord elects to supply service and/or meters. Lessee shall 
obtain and furnish Landlord copies of all approvals with respect to electrical, water and 
telephone work as may be required by the respective company supplying the service. 
6.7.   Lessee shall, at its cost and expense construct, purchase, install and perform 
any and all work included within the Tenant Improvements so as to obtain any 
governmentally required certificate of occupancy and to occupy the Premises as soon as 
possible. 
6.8.   Copies of "as built" drawings shall be provided to Landlord no later than thirty 
(30) days after completion of the Tenant Improvements. 
6.9.   Landlord shall not be responsible for any disturbance or deficiency created in 
the air conditioning or other mechanical, electrical or structural facilities within the building 
or Premises as a result of the Tenant Improvements. If such disturbances or deficiencies 
result, Lessee shall correct the same and restore the services to Landlord's reasonable 
satisfaction, within a reasonable time. Lessee shall use Landlord's approved HVAC Service 
provider for any and all installations and adjustments required to the Premises in the course 
of the Lessee Improvements. Lessee's mechanical system (heating, ventilating, and air 

4

conditioning) shall tie into the central EMCS (emergency management control system) and 
the type of keys to such system shall match those specified in the Building plans. 
6.10.  If performance of the Tenant Improvements shall require that additional 
services or facilities (e.g., common area cleaning services) be provided, Lessee shall pay 
Landlord's reasonable charges therefore. 
6.11.  Lessee's contractors shall comply with the rules of the building and Landlord's 
requirements respecting allowable construction hours and manner of handling materials, 
equipment and debris. Construction activities, delivery of materials, equipment and removal 
of debris must be arranged to avoid any inconvenience or annoyance to other occupants.
The Tenant Improvements and all cleaning in the Premises must be controlled to prevent 
dirt, dust or other matter from infiltrating into adjacent Lessee or mechanical areas. 
6.12.  All construction activities shall be coordinated with the Port. Lessee 
acknowledges that the Port's Pier 66 facility is used for cruise ship operations during the 
period May through October and that such uses shall have priority during this period.
Accordingly, use of the parking lot in front of the Pier 66 property or access to the apron 
behind the Pier 66 property may be limited or prohibited during certain periods. 
6.13.  Landlord may impose reasonable additional requirements from time to time 
in order to ensure that the Tenant Improvements, and the construction thereof does not 
disturb or interfere with any other Lessees of the building, or their visitors, contractors or 
agents, nor interfere with the efficient, safe and secure operation of the building. Lessee's 
Contractor shall obtain a copy of, and comply at all times with, the then current contractor's 
rules and regulations for the Building. 
7.     Liens. Lessee shall keep the Premises, the building and surrounding areas free from 
any mechanic's, materialman's or similar liens or other such encumbrances in connection 
with the Tenant Improvements, and shall indemnify and hold Landlord harmless from an 
against any claims, liabilities, judgments, or costs (including attorneys' fees) arising in 
connection therewith. Lessee shall remove any such lien or encumbrance by bond or 
otherwise within thirty (30) days after written notice by Landlord, and if Lessee shall fail to 
do so, Landlord may pay the amount necessary to remove such lien or encumbrance , 
without being responsible for investigating the validity thereof. The amount paid shall be 
deemed additional rent under the Lease payable upon demand, without limitation as to 
other remedies available to Landlord under the Lease. Nothing contained herein shall 
authorize Lessee to do any act which shall subject Landlord's title to the building or Premises 
to any liens or encumbrances whether claimed by operation of law or express or implied 
contract. Any claim to a lien or encumbrance upon the building or Premises arising in 
connection with the Tenant Improvements shall be null and void, or at Landlord's option 
shall attach only against Lessee's interest in the Premises and shall in all respects be 
subordinate to Landlord's title to the building and Premises. 

5

8.     Certain Definitions. As used in this Work Agreement, the following terms shall have 
the meanings provided in this Section. 

8.1.   Working Drawings. "Working Drawings" shall mean and refer to fully 
dimensioned architectural construction drawings and specifications, and any required 
engineering drawings (including mechanical, electrical, plumbing, airconditioning, 
ventilation and heating), and shall include (1) demising walls, corridor doors, interior 
partition walls and interior doors (if any), (2) any restrooms, kitchens, computer rooms, file 
rooms and other special purpose rooms, and any sinks or other pluming facilities, or other 
special facilities or equipment, (3) all utility connections, (4) any communications system, 
indicating telephone and computer outlet location, (5) and other Lines (as defined in the 
Lease), (6) any other details or features required to reasonably delineate the Work to be 
performed and if applicable: (7) electrical outlet locations, circuits and anticipated usage 
therefore, (8) reflected ceiling plan, including lighting, switching, and any special ceiling 
specifications, (9) duct locations for heating, ventilating and airconditioning equipment, (10) 
dimensions of all equipment and cabinets to be built in, (11) location of all Lines (as defined 
in the Lease), (12) location of any equipment or systems (with brand names wherever 
possible) which require special consideration relative to airconditioning, ventilation, 
electrical, plumbing, structural, fire protection, lifefiresafety system, or mechanical 
systems, (13) weight and location of heavy equipment, and anticipated loads for special 
usage rooms, and (14) any other details or features required to completely delineate the 
Work to be performed. 
9.     Incorporation into Lease; Defaults. 
9.1.   Incorporation. The Parties agree that the provisions of this Work Agreement 
are hereby incorporated by this reference into the Lease fully as though set forth therein. In 
the event of any express inconsistencies between the Lease and this Work Agreement, the 
latter shall govern and control. 
9.2.   Defaults. If Lessee shall default under this Work Agreement, Landlord may 
order that all Tenant Improvements being performed in the Premises be stopped 
immediately, and that no further deliveries to the Premises be made, until such default is 
cured, without limitation as to Landlord's other remedies. Any amounts payable by Lessee 
to Landlord hereunder shall be paid as additional rent under the Lease. Any default by the 
other party hereunder shall constitute a default under the Lease and shall be subject to the 
remedies and other provisions applicable thereto under the Lease. If Lessee shall default 
under the Lease or this Work Agreement and fail to cure the same within the time permitted 
for cure under the Lease, at Landlord's option, all amounts paid or incurred by Landlord 
towards the Improvement Allowance shall become immediately due and payable as 
additional Rent under the Lease. 

6

10.    Lessee Reimbursement. Landlord shall contribute a Tenant Improvement Allowance 
of up to $23.00 per rentable square foot for an amount of ONE HUNDRED TWELVE 
THOUSAND SEVEN HUNDRED SIXTYNINE AND NO/100 DOLLARS ($112,769) (the "Tenant 
Improvement Allowance") towards Lessee's hard and soft costs and expenses incurred by 
Lessee in designing, permitting, and constructing the Tenant Improvements. Landlord shall 
reimburse Lessee within ten (10) business days after Lessee has submitted to Landlord: (i) an 
invoice for the Tenant Improvement Allowance, (ii) the required "asbuilt" drawings, 
including mechanical, plumbing and electrical details, and (iii) a certificate from Lessee's 
architect or contractor setting forth the description of the work performed, materials 
furnished, and costs thereof incurred by or on behalf of Lessee. Lessee must request 
reimbursement within ninety (90) days of the substantial completion of the Tenant 
Improvements provided by the Lessee; provided, that Lessee shall be granted such 
additional time as may be reasonably necessary to allow Lessee to obtain third party 
documentation and information required to complete Lessee's reimbursement submission 
to Landlord. Landlord's obligation to pay the Tenant Improvement Allowance is expressly 
conditioned upon the Lessee's timely request for such Tenant Improvement Allowance and 
submission of all documentation required to make such request for the Tenant Improvement 
Allowance. Any unused/unclaimed portion of the Tenant Improvement Allowance shall be 
forfeited and not otherwise payable to Lessee. 










7

Work Letter

Project Name  Wounded Warriors
Project
Project No:    12-PT04-00
Date:       3-10-12
Revision Date:  3-21-12

TENANT IMPROVEMENT SCOPE OF WORK. The following area descriptions are given for intent only
and are to be used solely as placeholders for the purpose of generating R.O.M. (Rough Order of
Magnitude) budget numbers for further review and discussion. Please refer to the attached Space Plan 
dated 03.21.12 and contractor field verification for additional information. Shaded areas on plans are
assumed N.I.C. (not in contract) unless otherwise noted.
All reproduction & intellectual property rights reserved c 2012.
Entry:
Infill existing doors and relites to a consistent finish.
New paint throughout.
Retrofit existing door with an automated opener and push buttons on both sides.
Provide matching base as required.
No change to power, lights and ceiling.
Chillax (Chill and relax) Room:
Remove portion of wall and create soffit to match existing conditions. Wall and wall finish
requirements.
New paint throughout.
Provide matching base as required.
Provide power and cabling outlet box for tenant's new wall mounted TV.  Provide
blocking as needed. 
No change to power, lights and ceiling, uno.
Existing Conference Room:
Provide power and cabling outlet box for tenant's new wall mounted TV.  Provide
blocking as needed. 
New paint throughout.
Flex Space:
Infill existing doors and relites to a consistent finish.
Remove all floor tile base and replace with rubber base. Repair GWB as needed.
Remove all paper and prepare for paint finish.
New paint throughout. 
Provide power and cabling outlet box for tenant's new wall mounted TV.  Provide
blocking as needed. 
No change to power, lights and ceiling, uno.
Coffee / Break Room:
Infill existing doors and relites to a consistent finish.
New paint throughout.
Retrofit existing casework from location nearby.
Provide rubber base
Provide new VCT throughout space.
Adjust existing light fixtures and switching as needed for new layout.
Work Letter
Page 1 of 4

Provide new electrical and voice data for relocation of kitchen appliances and copier.

Open Office:
Provide new partitions as needed in space. Demising wall shall be insulated.
Paint through out.
Provide new carpet and rubber base.
This area has a majority of an existing two story space. When the office is demolished
contactor shall provide all necessary finish to make the newly ceilingless area look similar
to the majority of the space. This would include providing GWB above the eight foot line
of the space as needed and painting both new and existing gwb as needed. Assume that
the bottom level of paint will match the WWP main paint color and the upper portion to
match the existing paint color.
Provide power and voice data boxes for 10 workstations. Verify furniture and future
furniture requirements with tenant.
Provide new B/S hanging pendants lights and remove any wall mount fixtures. Provide
enough fixtures to cover .9 watts a foot of area.
Rework switching as required. .
Mezzanines (there are two and only one is shown on plan):
New paint throughout.
No work to be performed in mezzanines except power and voice data for 5 work stations
Un-shown mezzanine is approximately 200 square feet. Review site for painting.
Stairs:
Repair GWB and paint throughout. 
Special Note; contractor shall coordinate installation of a handicap stair lift that will be
done under a separate permit. All costs associated with this lift including the coordination
will be directed to the tenant under a separate permit. See tenant for information on
selected subcontractor. Work includes electrical but no additional structural.
All other Rooms:
Repair GWB and paint throughout. 
General Requirements: 
A. Guidelines for Proposed Tenant Improvement:
1.  Contractor to comply with the current "general conditions," and building requirements as
provided by the building owner.
2.  Contractor shall be responsible for providing all work and materials in accordance with
the latest local Building Codes and Ordinances.
3.  The Contractor shall immediately notify Architect of any discrepancies in the Space Plan
and of any field conditions, which may cause deviation from the Space Plan.
4.  All materials to be new unless noted otherwise.
5.  Contractor to provide all fire/emergency systems as required by all applicable codes.
Fire/emergency systems include, but are not limited to, sprinkler modifications, fire
extinguishers, audible alarms, sprinklers, smoke and heat detectors, strobes, and exit
signs.
6.  Mechanical, plumbing and electrical to be design build under separate permit.
7.  Remove all graphic, signage, artwork, etc. and temporarily store in protected area.
B. Demolition:
1.  Refer to attached Space Plan for extent of demolition.
2.  Remove all abandoned low voltage cabling in ceiling plenum.
3.  Remove and fill all abandoned floor mounted devices. Remove all associated cabling and
conduit on floor below, back to source.
Work Letter
Page 2 of 4

C. Doors, Sidelights and Frames:
1.  Any door to be used on this project will be relocated.  Clean and repair door and
hardware as needed.
2.  Automatic opener shall comply with SBC 1008.1.4.2
3.  Touch-up and clean existing doors, door frames and side light frames as needed.
4.  Finish Hardware: Reuse and/or new hardware to match Building Standard.
D. Woodwork and Casework:
1.  Retrofit existing casework as described.
E. Partition Construction:
1.  Framing: minimum 2-1/2" 25 gauge steel studs at 24" o.c. with 5/8" type "X" GWB to ACT
ceiling unless noted otherwise.
2.  In areas infilling existing conditions, match conditions.
3.  Sound insulation in demising walls only.
F. Ceilings:
1.  Existing suspended grid to remain. Provide seismic bracing as required by code.
2.  Provide new B/S ACT in areas currently without ceilings.
3.  Provide new GWB ceilings/soffits where noted.
4.  Clean HVAC grilles and other devices in ceiling.
G. Floor Finish:
1.  New Carpet, Standard direct glue/over pad: spec, color TBD. Match existing conditions
and quality for bidding purposes.
2.  Existing Carpet, repair at demolition and clean though out.
3.  Base: 4" rubber cove base.
4.  VCT: Two-color Armstrong Standard Excelon  turn in full tile pattern.
5.  Prepare floor with light weight concrete underlay where required to provide approved
substrate
H. Wall Finish:
1.  Paint all walls, column and GWB ceiling/soffit surfaces.
2.  Colors: Provide allowance for one (1) neutral field color and two (2) deep-color accent.
3.  Prime all wall surfaces, and unless otherwise noted, paint with minimum of two (2) finish
coats of Sherman Williams eggshell finish latex paint or approved equal at all GWB
surfaces. See plan for accent locations.
4.  Paint for the light surfaces to conform to the requirements of the "Architectural
Specifications Manual" (AWS) for paint systems. Latex paint: AWS System 3-B "custom"
(2-coat) grade deep tone paint finish on gypsum board surfaces.
I.   Miscellaneous Requirements:
1.  Provide ADA compliant sink and faucet as required.
2.  Retro fit sink base for ADA if not conforming.
3.  Relocate all appliances and necessary MEP infrastructure. See existing conditions.
J.  HVAC:
1.  Modify existing HVAC system with all materials, equipment, and labor for complete and
operable HVAC system. System shall be air balanced per building specifications.
2.  HVAC requirements for the following area shall be designed for, but not limited to:
a.  Typical office or work station: One (1) PC and monitor.
b.  Mail Room/Copy area: Typical BTU loads for full size photocopier(s), postage
machines, fax machine, etc.
K. Electrical:
Work Letter
Page 3 of 4

1.  Modify existing electrical system with all materials, equipment, and labor for complete
and operable electrical system.
2.  Verify appliance circuits and provide new dedicated power at server room for card reader
system.
3.  Separate electrical circuitry as necessary for new suite configuration.
4.  All voice/data cabling and equipment associated with voice/data service including work
from building/floor d-mark to server room shall be furnished and installed by Tenant.
Contractor shall install mud ring and pull string only, uno.
L. Lighting:
1.  Provide occupancy and daylight sensors as per the latest Washington State Energy Code
(WSEC) or Seattle Energy Code (SEC).
2.  Switching shall be integrated into the new suite configuration.
3.  Lighting shall be reused and reconfigured in a uniform pattern to match the new room
requirements uno. (Up to 20% per SEC.)
4.  Provide new B/S pendant lights in the two story open office area.
M. Fire-Life Safety:
1.  Fire protection system per building standard and Local Regulations and Ordinances.
2.  Provide all emergency lighting, exit signs, fire alarm speakers, strobes and bells as
required by code. Design and install the same in compliance with the Americans with
Disabilities Act.
3.  Provide sprinklers, fire rated doors and frames, fire extinguishers, etc. as required by
applicable local codes and laws.
4.  Fire extinguishers shall be by Underwriter's Laboratory 2A-10BC 5-lb, multi-purpose
extinguisher with squeeze-type handle and flexible discharge hose with visible pressure
gauge.
5.  Fire extinguishers shall be installed in Building Standard cabinets.

N. Tenant's Access Security System:
1. Provide wiring and dedicated circuit at server room for tenant installed security system.
Coordinate with tenant's security vendor on card reader locations. This will include card
readers at corridor doors

End of Work Letter-KK.








Work Letter
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EXHBIT D-2

EXHIBIT D-3