Item #Item # 6a Attach 1 REVISED6a Attach 1 REVISED 
Date of MeetingDate of Meeting June 10, 2014June 10, 2014______ 
FINAL DRAFT - 06/09/14
OPTION TO GROUND LEASE AGREEMENT
THIS OPTION TO GROUND LEASE AGREEMENT (herein "Option Agreement"), dated as of
May __, 2014 ("Effective Date") is made by and between PORT OF SEATTLE, a Washington
municipal corporation ("Port"), and DES MOINES CREEK BUSINESS PARK, LLC, a
Delaware limited liability company ("Developer"). 
RECITALS 
A.    Port owns approximately eighty-seven (87) acres of land known as the "Des
Moines Creek Business Park" located along 24th Avenue South between South 208th and South
216th Streets in the City of Des Moines, King County, Washington, described on Exhibit A 
attached hereto (the "Optioned Property").
B.    Port desires to have the Optioned Property developed into a high-quality business
park with a mix of commercial and light industrial uses totaling approximately 1.6 million square
feet (the "Project").
C.    Developer's principals have the experience needed to develop the Project.
D.    Developer intends to complete the Project consistent with a master plan to be
prepared by Developer and to be approved by the City of Des Moines ("City") as part of
Developer's entitlement work.
E.   Developer has requested and Port has agreed to provide Developer with the right
to enter into ground leases of portions of the Optioned Property (each portion a "Phase") 
pursuant to the terms and conditions set forth below.
F.    This Option Agreement is intended to address the parties' mutual interest in
accomplishing the Project.  It is also intended to address the Port's interest in being paid
consideration for Developer's exclusive control of the Optioned Property during the Option
Term, and in establishing deadlines for take-down of the Optioned Property while providing
some flexibility for Developer with regard to when and whether, within the deadlines, the takedown
and construction of each Phase will actually happen.
G.   This Option Agreement contemplates that before the start of construction of each
Phase of the Project, Developer will exercise its option hereunder and the Optioned Property
comprising that Phase will become part of the leased premises subject to the terms and
conditions of the Ground Lease (as hereinafter defined) and will be removed from the Optioned
Property subject to the Option Payments.
NOW, THEREFORE, for and in consideration of the above Recitals, the agreements,
covenants and conditions herein contained, and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, Port and Developer ("the parties
hereto") agree as follows. 
{00165766.DOCX; 1 / 13166 / OPT }Page 1 of 33

Item #      6a Attach 1 REVISED 
Date of Meeting June 10, 2014______ 
FINAL DRAFT - 06/09/14
AGREEMENT 
1.     Option to Ground Lease 
Subject to all of the provisions set forth below, Port hereby grants to Developer, or its
permitted assignees, the exclusive and irrevocable right to enter into ground leases of portions of
the Optioned Property in accordance with the terms and conditions of this Option Agreement 
(the "Option").
2.     Option Term 
Developer shall have the Option to lease the Optioned Property to complete the Project
pursuant to the Master Plan (as defined below) beginning on the Effective Date and continuing
for seven (7) years from the Effective Date to  June__, 2021, at 12:00 p.m. (Pacific Time) (the
"Expiration Date"). The period during which the Option may be exercised by Developer is 
referred to below as the "Option Term." 
3.     Master Plan; Phasing 
3.1    The Project will be developed on the Optioned Property consistent with the
Amended and Restated Second Development Agreement between the Port and the City as
approved by that certain Resolution No. 1252 dated February 20, 2014 ("Second Development
Agreement") and the City's other applicable development regulations. The parties anticipate
that the Project will be developed in three (3) Phases as dictated by leasing demand, market
forces and tenant requirements in play at the time a Phase Development Plan (as defined below)
is prepared. 
3.2    Attached as Exhibit B is the proposed master plan that depicts the intended
development of Phase 1 and Phase 2 of the Project ("Master Plan"). The parties expect that
Developer will prepare a separate but related Master Plan for Phase 3 of the Project as described
in the Second Development Agreement. 
4.     Exercise of Option; Designation of Phase Parcels 
4.1    Developer may identify and designate (by giving written notice to Port in
accordance with Section 22 below) portions of the Optioned Property as individual phases (each
a "Phase Parcel") for the construction of improvements to a specific portion of the Project
consistent with the Master Plan and with the provisions of this Section 4.
4.2    Developer shall prepare a "Phase Development Plan" for each Phase of the
Project. The term " Phase Development Plan" shall mean a development plan which contains all
of the elements and complies with all of the requirements of this Section 4. 
4.2.1  Each Phase Development Plan shall be prepared by Developer so that the
total acreage of the Phase Parcel is in compliance with the requirements of the Second
Development Agreement, Master Plan and the take-down schedule in Section 5.

{00165766.DOCX; 1 / 13166 / OPT }Page 2 of 33

Item #      6a Attach 1 REVISED 
Date of Meeting June 10, 2014______ 
FINAL DRAFT - 06/09/14
4.2.2  Each Phase Development Plan must include the following elements all
sufficient to enable the Port to make an informed judgment about the design and construction of
each Phase of the Project: 
(a)    The legal description and survey map of the proposed Phase Parcel; 
(b)    The building square footage, number of parking spaces, building height,
show building setbacks in relation to the proposed Phase Parcel, and site
layout, all consistent with the Master Plan;
(c)    The proposed utilities, sewer and service connections, locations of ingress
and egress to and from public thoroughfares, curbs, gutters, parkways,
street lighting, designs and locations for outdoor signs, storage areas,
canopies and landscaping; and 
(d)    An anticipated construction schedule.
4.3    Delivery of a proposed written Phase Development Plan to Port for its approval
pursuant to Sections 4.1 and 4.2 above shall constitute a notice of Developer's exercise of the
Option to lease the Phase Parcel described in the Phase Development Plan. 
4.4    The Phase Development Plan for each Phase Parcel shall be submitted to Port for
its approval or disapproval. The Port shall review and comment on Developer's submittal as
soon as reasonably possible, but in no event later than ten (10) business days following its receipt
of the Phase Development Plan, unless such review and comment are delayed for reasons caused
by Developer. In the event that Port requires submission of any revised plans and specifications,
Port shall either approve or disapprove the Phase Development Plan in writing by notice to
Developer within five (5) business days following its receipt of Developer's revised submittal.
Should the Port disapprove the Phase Development Plan, Port shall specify the reason(s) for its
disapproval and suggest the change or manner in which its approval can be obtained.  In
addition, if Port disapproves the Phase Development Plan, the parties hereto shall attempt to
resolve the matter using all diligence and good faith negotiations and, if necessary, shall resort to
arbitration of the dispute pursuant to Section 23  below.  If Developer proposes a Phase
Development Plan that is not consistent with the Master Plan and such Phase Development Plan
is approved by Port, such approval shall be deemed a modification to or amendment of the
Master Plan, so that the approved Phase Development Plan then conforms to the Master Plan, as
so amended. A disapproval of the Phase Development Plan by the Port automatically without
further action by the parties reinstates this Option and the right of the Developer to re-submit a
new or revised Phase Development Pan and to exercise its option on the same Phase. 
4.5    Within thirty (30) days of notice from Port to Developer that the Phase
Development Plan for the applicable Phase Parcel has been approved (whether or not such
approval was the result of an arbitration proceeding conducted pursuant to Section 23 below), the
proposed ground lessee (as defined in Section 4.7 below) and Port shall complete a Closing (as
defined in Section 8.1 below) for leasing such Phase Parcel in accordance with Section 8.1 
below. If Developer fails to close the transaction as provided in Section 8.1, the exercise of the
{00165766.DOCX; 1 / 13166 / OPT }Page 3 of 33

Item #      6a Attach 1 REVISED 
Date of Meeting June 10, 2014______ 
FINAL DRAFT - 06/09/14
Option shall be deemed withdrawn by Developer, subject to Developer's right to re-exercise its
Option to lease the withdrawn Phase Parcel at a later date so long as the Option remains in full
force and effect. 
The approved Phase Development Plan shall be incorporated into the Ground Lease (as
defined below) and shall govern the development, construction and leasing of the applicable
Phase Parcel such that, on matters already covered by the Phase Development Plan, Port and
ground lessee shall not need to re-obtain the approval of the other under the Ground Lease.
4.6    The term "Affiliate" as used in this Agreement shall be as defined in Exhibit C 
(Form of Ground Lease).
4.7    Developer shall be entitled to create a separate legal entity for each Ground Lease
(which shall not constitute an assignment hereof) so long as such legal entity is an Affiliate of
Developer. Developer, if it is the entity entering into a Ground Lease, or Developer's Affiliate,
shall be the "Ground Lessee" for purposes of this Agreement. Developer shall execute (or
cause the Ground Lessee to execute) a separate Ground Lease for each Phase Parcel with a Phase
Development Plan. In addition, if a Phase Parcel is to be developed with more than one building,
Developer (or its designated Affiliate) and Port may, at Developer's discretion, enter into a
separate Ground Lease for each sub-parcel of the Phase Parcel on which a separate building is
constructed, so long as each sub-parcel complies with all of the requirements of Section 4 of this
Agreement relating to an individual Phase Parcel, including compliance with all applicable laws
and the Phase Development Plan. 
5.     Property Take-Down Schedule 
5.1    Upon each Ground Lease Closing (as defined below) of each Phase Parcel, the
portion of Optioned Property comprising that Phase Parcel will become part of the leased
premises subject to the ground lease  associated with that Closing ("Leased Premises").
"Ground Lease" shall mean a ground lease of the portion of Optioned Property for which a
Phase Development Plan has been approved substantially in the form attached as Exhibit C. 
Upon execution of the Ground Lease for each Phase, the portion of Optioned Property
comprising that Phase will no longer be considered Optioned Property and will not be subject to
Option Payments.
5.2    If not sooner leased by Developer, the Optioned Property shall become part of the
Leased Premises subject to payment of applicable Base Rent (as defined below), in accordance
with the deadlines in the following take-down schedule: 
Phase   Start/Lease Date      Leased Acreage by Phase*       Total Leased
*All acreage estimates are subject to confirmation by survey     Premises 
as part of preparation of each Phase Development Plan. 
1      June 30, 2015     Usable                    25.89            35.68 
South 208th Street             1.62 
South 211th Street             1.04 
Phase 1 Stormwater Pond       4.15 
{00165766.DOCX; 1 / 13166 / OPT }Page 4 of 33

Item #      6a Attach 1 REVISED 
Date of Meeting June 10, 2014______ 
FINAL DRAFT - 06/09/14
Sensitive Area               2.98 
Total                 35.68 
2      June 30, 2016     Usable                    22.67            64.95 
South 214th/20th Avenue       1.62 
South (first segment) 
Phase 2 Stormwater Pond       2.00 
Sensitive Area               2.98 
Total                 29.27 
3      June 30, 2018     Usable                    15.96              87 
South 214th/20th Avenue       0.65 
South (second segment) 
Phase 3 Stormwater Pond       2.46 
Sensitive Area               2.98 
Total                 22.05 
6.     Option Fee 
6.1    During the Option Term, as consideration for exclusive control of the Optioned
Property, Developer shall pay to Port monthly payments equal to eight and a half percent (8.5%)
of the then current Base Rent (as defined below) for any portion of the Optioned Property that
has not yet become part of the Leased Premises ("Option Payment"). The Option Payment
shall be calculated by taking the total square feet of the Optioned Property minus the total square
feet of the Leased Premises and multiplying the difference by 8.5% of the then current Base Rent
then dividing the product by twelve. 
6.2    The initial monthly Option Payment due in connection with the Effective Date of
this Option Agreement is Fourteen Thousand Two Hundred Twenty-Seven Dollars (which
represents Three Million Seven Hundred Eighty-Nine Thousand Seven Hundred Twenty square
feet (equivalent to 87 acres) multiplied by $0.53 multiplied by 8.5%, with the product divided by
twelve). 
6.3    The Option Payments shall be paid in advance of the first day of each month,
beginning in the first month of the Option Term and continuing every month of the Option Term
until the Expiration Date; provided, however, if the Optioned Property is fully leased prior to the
Expiration Date, no Option Payment will be due from the Ground Lease Closing for the
remainder of the Optioned Property included in the last Phase of the Project. 
7.     Base Rent, Increased Option Fee 
7.1    Base Rent for purposes of calculating the Option Payment due under this Option
Agreement shall be Fifty-Three Cents ($0.53) per square foot per year triple net, the same as the
Base Rent due for the Phase 1 Ground Lease.
7.2    The initial Base Rent for the Phase 1 Ground Lease will be Fifty-Three Cents
($0.53) per square foot per year of Usable Property (as defined in the Ground Lease). The
{00165766.DOCX; 1 / 13166 / OPT }Page 5 of 33

Item #      6a Attach 1 REVISED 
Date of Meeting June 10, 2014______ 
FINAL DRAFT - 06/09/14
initial Base Rent will increase by Two Cents ($0.02) per square foot per year for each subsequent
Phase of the Project such that initial Base Rent for the Phase 2 Ground Lease will be Fifty-Five 
Cents ($0.55) per square foot of Usable Property per year triple net and Fifty-Seven Cents
($0.57) per square foot of Usable Property per year triple net for the Phase 3 Ground Lease. All
rent payable during the Ground Lease term will be set forth in the Ground Lease. In connection
with that certain revised Letter of Intent between the parties fully executed as of November 15,
2013 ("Letter of Intent"), Developer has put up Fifty Thousand Dollars ($50,000.00) as a good
faith deposit ("Good Faith Deposit"). Developer's Good Faith Deposit will be applied to the
Base Rent due under the Phase 1 Ground Lease. 
7.3    Not later than twelve (12) months after the Effective Date of this Option
Agreement, if Developer and Port have not executed the Phase 1 Ground Lease, the Option
Payment due will increase such that Developer shall pay the applicable Base Rent for at least
thirty-five (35) acres, consistent with the deadlines in the take-down schedule set forth in Section
5.2, until the Ground Lease is exercised or the Option terminated. 
7.4    Not later than June 30, 2016, if Developer and Port have not executed a Ground
Lease for Phase 2 of the Project, the Option Payment due will increase such that Developer shall
pay the applicable Base Rent for at least sixty-four (64) acres, consistent with the take-down
schedule set forth in Section 5.2, until the Ground Lease is exercised or the Option terminated. 
7.5    Not later than June 30, 2018, if Developer and Port have not executed a Ground
Lease for Phase 3 of the Project, the Option Payment due will increase such that Developer shall
pay the applicable Base Rent for at least eighty-seven (87) acres, consistent with the take-down
schedule set forth in Section 5.2, until the Ground Lease is exercised or the Option terminated. 
8.     Ground Lease; Closing 
8.1    Execution and delivery of a Ground Lease (a "Ground Lease Closing") shall
take place within the time provided in Section 4.5 above. At Ground Lease Closing: 
(a)    Ground Lease. Port shall execute, and Developer shall cause Ground Lessee to
execute, a Ground Lease consistent with Exhibit C and complete the Ground Lease Closing as
specified in this Section 8.1. At Developer's request, a Ground Lease may be executed for each
sub-parcel of a Phase Parcel meeting the requirements of Sections 4.1 and 4.7 above if
Developer provides separate legal descriptions and surveys for each such Ground Lease and a
separate Phase Development Plan is approved for each such sub-parcel of a Phase Parcel. 
(b)    Memorandum of Ground Lease.  Port shall execute and Developer shall cause
Ground Lessee to execute a Memorandum of Ground Lease (in the form attached as an exhibit to
the Ground Lease), in recordable form, for recordation in the Official Records of King County,
Washington. 
(c)    Title Insurance. Port will obtain directly from the title insurance company and
deliver at each Closing a "dated down" title commitment prepared by First American Title
Insurance Company for the issuance of a policy of title insurance (subject only to execution of
{00165766.DOCX; 1 / 13166 / OPT }Page 6 of 33

Item #      6a Attach 1 REVISED 
Date of Meeting June 10, 2014______ 
FINAL DRAFT - 06/09/14
the Ground Lease and recordation of a Memorandum of Ground Lease) insuring Developer's (or
Ground Lessee's, as applicable) leasehold interest in the Phase Parcel, subject only to the
exceptions to title (relating only to the specific Phase Parcel) approved in accordance with the
procedures set forth in Section 10 below. The costs for such policy of title insurance shall be
paid for by Developer or Ground Lessee, as applicable. 
(d)    Reimbursement of Prepaid Frontage Improvement In-Lieu Fees.  Developer
acknowledges that, pursuant to the terms of the Second Development Agreement, Port has
prepaid Nine Million One Hundred Eleven Thousand Eight Hundred Eighty-Nine Dollars
($9,111,889) in frontage improvements in-lieu fees ("Frontage Improvement In-Lieu Fees") 
that Developer would otherwise incur as a condition of the City's issuance of building permits
for the Project. Developer agrees to reimburse Port in the following manner: 
(i)     In connection with each Ground Lease Closing, Developer agrees
to reimburse Port for that portion of the Phase Parcel that fronts South 216th Street and/or 24th 
Avenue South that is the basis for calculating the Frontage Improvement In-Lieu Fees that are
due. Each Phase Parcel will have a measureable lineal foot frontage calculated along South 216th 
Street and/or 24th Ave South.  The reimbursement per lineal foot for South 216th Street is
approximately $3,537.50 ("Lineal Foot Factor") based on the prepayment made by the Port of
$4,326,894 and the reimbursement per lineal foot for 24th Ave South is approximately $1,824.91
("Lineal Foot Factor") based on the prepayment made by the Port of $4,784,995. All lineal foot
frontage will be calculated and verified by a licensed surveyor or engineer and included as part
of the Phase Development Plan submittal to Port. The lineal foot factors for both South 216th 
Street and 24th Avenue South are subject to change based upon the verified actual lineal frontage
by such surveyor or engineer. The reimbursement amount will for each Phase Parcel will be
calculated as follows: Phase Lineal Foot Frontage multiplied by the Lineal Foot Factor (for the
applicable street) = the total reimbursement owed by Developer.
(ii)    Port agrees to finance the reimbursement owed by Developer for
each Phase over a term of seven (7) years at eight percent (8%) per annum with the payments of
principal and interest fully amortized over the 7-year term. The first reimbursement payment for
each Phase will be due thirty (30) days after the Effective Date of the Ground Lease or on the
first day of the following month, whichever is later. 
(iii)    Developer may elect to finance reimbursement of the Frontage
Improvement In-Lieu Fees. 
(e)    South 208th Street Rent Credit. Developer will prior to the scheduled occupancy
date for Phase 1 of the Project design and construct to City specifications an extension of S. 208th 
Street from 24th Ave. South. Upon completion and submission of the required documentation as
detailed in the Phase 1 Ground Lease, Port will provide a rent credit to Developer for forty-nine
percent (49%) of the actual costs for the design and construction of the extension not to exceed a
total of Four Hundred Fifty Thousand Dollars ($450,000.00). The rent credit to Developer will
take the form of a credit against the Base Rent for Phase 1 next coming due after completion of
the street. 

{00165766.DOCX; 1 / 13166 / OPT }Page 7 of 33

Item #      6a Attach 1 REVISED 
Date of Meeting June 10, 2014______ 
FINAL DRAFT - 06/09/14
(f)     Other Documents.   Port shall execute, and Developer shall cause the Ground
Lessee to promptly execute, any and all further customary instructions or documents which may
be reasonably required to facilitate a Ground Lease Closing within the time period herein
provided. Port's obligations under this Section 8.1 shall include, but not be limited to, the
execution and delivery of an estoppel certificate in favor of Ground Lessee's lender or
prospective lender, so long as the terms of such estoppel certificate are commercially reasonable. 
8.2    In connection with the Ground Lease Closing for each Phase Development Plan,
Ground Lessee shall deliver Security to the Port within two (2) business days of the Ground
Lease Closing Date to secure Ground Lessee's performance of the Ground Lease. "Security"
shall mean an amount or obligation sufficient to cover the sum of the Base Rent for one year of
the lease term. The obligation to deliver Security can be fulfilled by one of the following means:
(i) delivery of an irrevocable stand-by letter of credit issued by a bank in a form reasonably
approved by the Port; (ii) establishment of a custodial deposit account; (iii) delivery to the Port
of a cash deposit; (iv) delivery of rental insurance in a form and from a company reasonably
approved by the Port, or (v) delivery of a bond issued by an approved bonding company. 
8.3    In connection with each Ground Lease Closing, Developer shall provide the Port
with the name of the Ground Lessee's general contractor.
9.     Termination or Expiration of Option Agreement 
9.1    Either party may terminate this Option Agreement for any material breach.
Failure of Developer to comply with Sections 3, 4, 5, 6, and 7 shall be deemed the only material
breach that will allow the Port to terminate this Option Agreement. The Port's only remedy for
Developer's material breach of this Option Agreement is the ability to terminate the Option
Agreement. At Developer's sole election, Developer may rescind the exercise of an option under
the Option Agreement as to a particular Phase of the Property if it determines in its sole and
absolute discretion that the development of the terminated Phase is economically unfeasible.
Material breach that will allow the Developer to terminate this Option Agreement includes Port
failure to approve a Phase Development Plan. Additional causes for Developer termination of
this Option Agreement shall include circumstances outlined in Section 12.3.
9.2    Unless this Option Agreement has been earlier terminated pursuant to Section 9.1,
this Option Agreement shall terminate upon the earlier of: (i) execution of the last Ground Lease
for any portion of the Optioned Property that is not yet part of the Leased Premises, it being the
express intent of the parties hereto that the Ground Lease terms as substantially set forth in
Exhibit C  shall govern their ongoing relationship, liabilities and obligations, or (ii) the
Expiration Date of this Option Agreement. 
10.    Approval of Title 
Prior to execution of this Option Agreement, the parties hereto have obtained a current
title commitment (herein the "Preliminary Title Report") for the Optioned Property together
with copies of all instruments listed as exceptions therein and an ALTA/ACSM Land Title
Survey showing the location of all easements or similar encumbrances listed as exceptions.
{00165766.DOCX; 1 / 13166 / OPT }Page 8 of 33

Item #      6a Attach 1 REVISED 
Date of Meeting June 10, 2014______ 
FINAL DRAFT - 06/09/14
Developer agrees that those exceptions to title set forth on Exhibit D attached hereto are
approved by Developer and will not need to be removed (the "Listed Title Exceptions"). Prior
to the applicable Closing, Port shall be obligated to remove, at Port's sole cost and expense,
exceptions to title which adversely affect title (as reasonably determined by Developer) that were
created by the acts or omissions of Port after the date of the Preliminary Title Report and not
approved by Developer. As used in this Option Agreement the term Approved Title Exception
shall mean (i) the Listed Title Exceptions, (ii) exceptions existing as of the date of the
Preliminary Title Report but not otherwise included in the Listed Title Exceptions, (iii)
exceptions to title created or caused by Developer or agreed to in writing by Developer, and (iv)
exceptions in the nature of easements granted to governmental agencies or quasi-governmental
agencies for the purpose of providing utilities or drainage to the Optioned Property or abutting
properties and the locations of such utilities have been approved in advance in writing by
Developer and do not unreasonably interfere with use or development of the Optioned Property.
Developer shall not be entitled to encumber with a monetary lien any portion of the Optioned
Property, provided however, Developer may create such encumbrances on its leasehold interest
in any portion of the Optioned Property that is subject to a Ground Lease.
Port further agrees to cooperate with Developer as requested by Developer in order to
relocate any other easement burdening the Optioned Property that Developer reasonably
determines may have a materially adverse effect on the Project. 
11.    Right to Enter Property; Indemnification; Insurance 
11.1   Inspection and Testing. Developer and its officers, employ ees, consultants,
contractors or agents ("Developer parties") shall have adequate access at reasonable hours to
the Optioned Property to physically inspect the Optioned Property, survey the Optioned
Property, obtain land use, economic feasibility and engineering information, develop preconstruction
architectural information, take photographs, conduct tests and studies that
Developer deems appropriate, including invasive testing such as borings and excavating test
holes and test pits, and otherwise examine the Optioned Property in preparation for development
of the Project (the "Inspection Rights"). 
11.1.1. Developer parties shall keep  Port reasonably informed of all such
activities and shall give at least forty-eight (48) hours' prior written notice to Port, Attention:
Director of Real Estate Development, Mark Griffin. Port may elect to have one or more
representatives present during the exercise of Inspection Rights. 
11.1.2. Notwithstanding the foregoing, Developer parties shall not conduct any
invasive and/or destructive testing on or about the Optioned Property without Port's prior written
approval of a detailed scope of work/work plan, which approval shall not be unreasonably
withheld, conditioned or delayed. Before conducting any invasive or intrusive testing such as
borings or test holes, Developer parties shall give Port at least forty-eight (48) hours' prior
written notice, and shall exercise commercially reasonable efforts to coordinate the date and time
of such testing to enable Port's representatives and/or consultants to be present to take duplicate
samples and record the methods used by Developer parties; provided that Port's representatives
and/or consultants shall not materially interfere with the work of Developer parties. Developer
{00165766.DOCX; 1 / 13166 / OPT }Page 9 of 33

Item #      6a Attach 1 REVISED 
Date of Meeting June 10, 2014______ 
FINAL DRAFT - 06/09/14
shall be solely responsible for the cost of all work conducted by or on behalf of Developer
pursuant to these Inspection Rights or otherwise, except for the cost of any of Port's
representatives or consultants. Developer shall promptly share, upon receipt and at its cost, upon
request, all data and any additional information obtained from its Inspection Rights.
11.2   Restoration of Optioned Property. Developer shall, upon completion of activities
permitted in Section 11.1, restore the Optioned Property to its reasonably similar condition prior
to such activities. Developer shall effect such restoration either: (a) within ten (10) business days
after the completion of the work requiring the restoration, or (b) immediately, if failure to effect
such restoration could reasonably be expected to create a dangerous condition for any person
while on the Optioned Property. 
11.3   Indemnification. Developer shall defend, indemnify and hold harmless Port (and
the agents and representatives of Port), from any and all mechanic's liens, claims, liabilities,
costs, expenses, including attorneys' fees, and damages arising out of or in any way related to
entry upon or use (pursuant to this Section 11) of the Optioned Property by Developer parties, or
by any other person or entity on behalf of, or at the request of, Developer. Except with respect to
any Pre-Lease Environmental Condition (as defined below), Developer shall indemnify, hold
harmless and defend Port from claims or damages arising in connection with Developer's
exercise of its Inspection Rights or any other activities of Developer parties or their invitees on
or about the Optioned Property. Upon termination of this Option Agreement for any reason
whatsoever, Developer's indemnity obligations to Port under this Section 11 shall survive and
shall continue in full force and effect. 
11.4   Insurance. Prior to the commencement of any work or other activities on the
Property, Developer shall, at Developer's initial cost and expense, obtain and thereafter maintain
or cause to be maintained during the period of such work or activities the insurance specified
below. Commercially acceptable certificates of insurance which evidence proof of insurance
shall be submitted by Developer to Port prior to commencement of any work. 
(a)     Workers' Compensation and Employers' Liability Insurance.  This insurance
shall include workers' compensation and employers' liability as required by any applicable law
or regulation. 
(b)    General Liability Insurance. Commercial general liability insurance with respect
to or arising out of any use of or work to be performed by, for or at the request of Developer on
the Optioned Property that protects Developer and Port, as an additional insured using ISO form
2026 or equivalent, against claims for bodily injury, personal injury and property damage based
upon, involving or arising out of Developer's use and/or occupancy of the Optioned Property and
all areas appurtenant thereto.  Such insurance shall be on an occurrence basis providing single
limit coverage in an amount not less than Two Million Dollars ($2,000,000) per occurrence.
The limits of said insurance required by this Option Agreement or as carried by Developer shall
not, however, limit the liability of Developer nor relieve Developer of any obligation hereunder. 
The insurance to be carried by Developer shall be: (i) primary to and not contributory with any
similar insurance carried by Port, whose insurance shall be considered excess insurance only,
and (ii) shall not be cancelable or subject to modification except after thirty (30) days prior
{00165766.DOCX; 1 / 13166 / OPT }Page 10 of 33

Item #      6a Attach 1 REVISED 
Date of Meeting June 10, 2014______ 
FINAL DRAFT - 06/09/14
written notice to Port. Developer shall cause to be delivered to Port certified copies of policies
of such insurance or certificates evidencing the existence and amounts of such insurance with the
insured clauses and/or endorsements as required by this Option Agreement. Developer shall not
do or permit anything to be done that may invalidate the insurance policies referred to in this
paragraph. 
(c)    Automobile Liability Insurance.  Commercial automobile liability insurance
written on ISO Form CA 00 01 07 97 (or equivalent), that protects Developer and Port against
claims for bodily injury and property damage based upon, involving or arising out of motor
vehicle operations on or about the Optioned Property and all areas appurtenant thereto.
Developer shall provide a Waiver of Subrogation on this policy in favor of Port. Such insurance
shall cover any "Auto" (i.e. owned, hired and non-owned) 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 intra-insured exclusions as between insured persons
or organizations. 
11.4.1 Commercial general liability and commercial automobile liability
insurance, as required above, shall be written for not less than the limits of liability set forth
above or as required by law, whichever is greater.
11.4.2 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." No such policy shall be cancelable or subject to
non-renewal or modification except after thirty (30) days prior written notice to Port. Developer
shall at least ten (10) days prior to the expiration of such policies, furnish Port with evidence of
renewals or "insurance binders" evidencing renewal thereof, or Port may order such insurance
and charge the cost thereof to Developer, which amount shall be payable by Developer to Port
upon demand.
12.    Entitlements 
12.1   The parties hereto acknowledge that, in order for the Project to be constructed, it
will be necessary to make applications to the appropriate governmental agencies to verify
compliance of the Project (as described in the Master Plan and Phase Development Plan) with
local zoning, obtain environmental permits and approvals, and obtain building permits for
construction of the proposed improvements outlined in a Phase Development Plan. Accordingly,
Developer shall engage the services of professional and technical consultants and otherwise incur
such costs and expenses as may be reasonably necessary for the preparation of a Phase
Development Plan, geological reports and such other tests, studies, and reports as may be
necessary for obtaining such governmental approvals, permits and authorizations for the
development of a Phase Parcel (collectively, "Government Approvals"). Developer will secure
all the Governmental Approvals needed for construction and operation of the Project at its sole
cost and expense. 

{00165766.DOCX; 1 / 13166 / OPT }Page 11 of 33

Item #      6a Attach 1 REVISED 
Date of Meeting June 10, 2014______ 
FINAL DRAFT - 06/09/14
12.2   All applications and other consents and documentation for the Phase Parcel
submitted in connection with this Option  Agreement shall be consistent with the Phase 
Development Plan. Subject to the foregoing, (a) all Governmental Approvals shall be obtained
in the name of the Ground Lessee or Developer (b) subject to the limitations in this Option
Agreement, Port shall execute any applications or other consents or documentation necessary to
permit Developer or the applicable Ground Lessee to process Governmental Approvals
consistent with the Master Plan and, if applicable, the Phase Development Plan, and (c)
Developer or the applicable Ground Lessee shall prepare, file and process all applications for
Governmental Approvals necessary for development of the Project consistent with the Master
Plan, and if applicable, for development of the Phase Parcel consistent with the Phase
Development Plan. Upon the expiration or termination of the Option, with respect to portions of
the Optioned Property not subject to a Ground Lease, Governmental Approvals shall revert to
Port, and Developer or Ground Lessee, as the case may be, shall execute an assignment. Upon
expiration or termination of a Ground Lease, all Governmental Approvals with respect to the
leased premises under a Ground Lease, shall revert to Port, and the Developer or the Ground
Lessee, as the case may be, shall execute an assignment thereof. 
12.3   Failure to obtain governmental approval of a Phase Development Plan or the
Master Plan upon terms and conditions acceptable to Developer in its sole and absolute
discretion is grounds for Developer to terminate upon written notice the Option as to the Phase
Parcel subject to the Phase Development Plan only.  If Port fails to approve a Phase
Development Plan or the terms and conditions of the government approvals or refuses to sign
any documents to allow the submittal of the Phase parcel Plan for approval to the City or any
applicable governmental agency, such will constitute a material breach of this Option Agreement
and Developer will have the right to terminate the Option Agreement as to such Phase Parcel. If
Developer terminates this Option Agreement as to a Phase Parcel, the Option Agreement shall
remain in full force and effect as to the balance of the Optioned Property. 
12.4   Subject to the provisions of Section 12.2  above, Developer will keep Port
reasonably informed as to the status of all applications for Governmental Approvals, and will
deliver to Port a copy of each application or request for approval as filed with the appropriate
governmental agencies. 
13.    Subdivision of Optioned Property 
13.1   Developer agrees to plat the Optioned Property to be included in the Ground
Leases.
13.2   The plat shall be consistent with the Master Plan, and each Phase Parcel that is the
subject of the proposed plat shall be designed to permit development of the planned commercial
facilities consistent with requirements of the applicable Phase Development Plan. Port agrees to
execute the proposed plat so long as the proposed plat is consistent with the Master Plan;
provided however, that Port may, in its reasonable discretion, withhold its execution of the
proposed plat if it provides for the dedication of land or the granting of utility or other easements
not provided for in the Master Plan, subject to Section 4.4 above, in which case this Option
Agreement shall be terminated.
{00165766.DOCX; 1 / 13166 / OPT }Page 12 of 33

Item #      6a Attach 1 REVISED 
Date of Meeting June 10, 2014______ 
FINAL DRAFT - 06/09/14
13.3   The Developer may consistent with the Master Plan construct infrastructure
improvements with the exercise of the Phase 1 Development Plan that will benefit future Phases
of the Option Property. The Port and Tenant under the Phase 1 Ground Lease will enter into an
agreement for the reimbursement of a proportionate share of the infrastructure improvements
constructed and installed by the Tenant which benefits the future Phase or Phases of the Option
Property. The terms and conditions of the reimbursement agreement shall be acceptable to each
party and will be entered into at the time this Option is exercised and the Ground Lease is
executed for Phase 1. 
14.    Property Condition and Document Delivery Acknowledgment 
14.1   Port will deliver the Optioned Property to Developer in its "as is" condition, with
all faults and defects, known and unknown, without warranty or representation of any kind or
character by Port, including, without limitation, the physical condition of the Optioned Property
or its adequacy for construction of the Project. Developer acknowledges the foregoing and
agrees that the inspection period provided in the Letter of Intent and the provisions of this Option
Agreement constitutes adequate opportunity to inspect the Optioned Property and review all
applicable legal requirements to satisfy itself regarding the condition of the Optioned Property
for construction of the Project. Port agrees not to make any changes to the Optioned Property
during the term of this Option. 
15.    Environmental Assessment 
15.1   Defined Terms. All capitalized and defined terms in this Section shall have the
meanings provided in Article I of the Ground Lease. 
15.2   Pre-Lease Environmental Evaluation.  Developer will begin the Pre-Lease
Environmental Evaluation for each Phase of the Project at least forty-five (45) days prior to the
Commencement Date for the Ground Lease. The intent of the parties is that, while Developer
will conduct the majority of the Pre-Lease Environmental Evaluation prior to the 
Commencement Date of the Ground Lease, Developer will not be obligated to complete the Pre-
Lease Environmental Evaluation (and finalize the Pre-Lease Environmental Evaluation
Report) until after the Commencement Date. The final Pre-Lease Environmental Evaluation
will incorporate the field observations of contaminated soil discovered during construction of the
Project as documented in the Environmental Construction Field Data Report. The Developer
shall submit the Environmental Construction Field Data Report to the Port for review approval
no later than forty-five (45) days after the Earthwork Construction End Date. The Pre-Lease
Environmental Evaluation Report will be submitted by Developer for review and approval by
Port at least fifteen (15) days before Substantial Completion of the Project, which approval shall
not be unreasonably withheld. The Pre-Lease Environmental Evaluation Report will be relied
upon by the parties to document the Pre-Lease Environmental Condition for the purposes of
determining the extent of Pre-existing Hazardous Substances, compliance with environmental
laws, liability, indemnity, and obligations with respect to post-occupancy remediation. 
15.3   Environmental Construction Support Work Plan.  Developer will prepare an 
Environmental Construction Support Work Plan (the "Work Plan").
{00165766.DOCX; 1 / 13166 / OPT }Page 13 of 33

Item #      6a Attach 1 REVISED 
Date of Meeting June 10, 2014______ 
FINAL DRAFT - 06/09/14
15.3.1. Purpose. The primary purpose of the Work Plan is to ensure the proper
management of Hazardous Substances and to ensure that the Port is paying only those
Incremental Environmental Costs for which it is responsible under Section 7.12 of the Ground
Lease. In addition, the Work Plan shall be designed to facilitate construction of each Phase of
the Project, regardless of the presence of contamination conditions, consistent with construction
plans and  specifications, the construction contract, and in compliance with all Legal
Requirements.  The Work Plan shall be designed to allow for collaboration and cooperation
among the contractor, Developer's construction management representatives, and Developer's 
and Port's  on-site environmental professionals with respect to Required Management of 
Hazardous Substances. 
15.3.2 Contents. The Work Plan shall include at least the following information,
delegation of responsibilities, and standard operating procedures: 
(a) Personnel roles and responsibilities, including contact information and
process for unanticipated condition call-out; 
(b) Environmental professional minimum qualifications; 
(c) Designation of known contaminated areas (if any) in construction documents; 
(d) Field inspection of construction project areas; and 
(e) Use of standardized procedures to obtain Port concurrence with respect to
Required Management of Pre-Existing Hazardous Substances, including but not
limited to: 
(i)     Field screening, sample collection and laboratory analysis; 
(ii)    Construction excavation of known contaminated areas (if any); 
(iii)    Construction excavation of unanticipated soil contamination; 
(iv)   Underground storage tank removal; 
(v)    Removal of soil containing free draining product; 
(vi)   Soil  handling   and  disposal,  including  identification  of
contamination action levels for offsite disposal, restricted onsite
reuse, and/or unrestricted onsite reuse, in coordination with
designed  excavation  limits  and  geotechnical  suitability
determinations; 
(vii)   Determination of whether suspected contaminated materials will
be managed by direct-haul or on-site stockpiling 
(viii)  Well decommissioning; 
{00165766.DOCX; 1 / 13166 / OPT }Page 14 of 33

Item #      6a Attach 1 REVISED 
Date of Meeting June 10, 2014______ 
FINAL DRAFT - 06/09/14
(ix)   Response to contractor spills or other releases, verification of
cleanup, and appropriate documentation; 
(x)    In-field dispute resolution; 
(xi)   Accounting and documenting of Incremental Environmental Costs;
and 
(xii)   Required construction support documentation. 
15.3.3 Schedule.  The first draft Work Plan,  along with Developer's thirty
percent (30%) design plan, shall be submitted for Port review when the Project design is at the
thirty percent (30%) stage. Developer shall incorporate comments provided by Port within ten
(10) days after Developer's submission to Port of its Work Plan. If the first draft Work Plan is
revised at any time during design, it will be re-submitted for Port review and incorporation of
comments. No later than ten (10) business days before the Earthwork Construction Start Date,
Tenant shall submit a final Work Plan to the Port. 
16.    Assignment 
Developer may not assign its rights or duties hereunder in whole or in part, except with
the prior written consent of Port, unless the transfer is a "Permitted Transfer" as defined in the
Ground Lease.
17.    Covenants, Conditions & Restrictions 
Developer shall be entitled, but not obligated, to prepare covenants, conditions and
restrictions (herein "CCRs") for maintenance of the infrastructure, regulation of the development
and use of the Optioned Property, consistent with existing covenants and restrictions imposed by
the FAA, and to meet the requirements of governmental authorities having jurisdiction over
development activities at the Optioned Property including but not limited to access roads, utility
easements, storm water detention ponds, and other necessary infrastructure to allow development
of the Project; provided, however, that such CCRs, (a) shall be consistent with the Master Plan
and all Phase Development Plans agreed to between the parties hereto, (b) shall expire upon the
date of the latest termination or expiration of the Option or any of the Ground Leases entered
into pursuant to this Agreement unless otherwise agreed by Port whichever is later, (c) shall
terminate, at Port's option, as to any lands within the Optioned Property that are not subject to
Ground Leases upon termination of the Option, and (d) shall not obligate any lands owned by the
Port which are not subject to Ground Leases for the payment of any expenses or the performance
of any maintenance duties. Notwithstanding the foregoing, such CCRs shall remain in full force
and effect to the extent reasonably necessary to ensure access to and maintenance of facilities
common to both the land subject to a Ground Lease and the land no longer subject to a Ground
Lease. Upon Port's approval of the CCRs, Developer may encumber its interest in the Optioned
Property with the CCRs. 

{00165766.DOCX; 1 / 13166 / OPT }Page 15 of 33

Item #      6a Attach 1 REVISED 
Date of Meeting June 10, 2014______ 
FINAL DRAFT - 06/09/14
18.    Developer's Representations and Warranties 
The representations and warranties of Developer to Port set forth below in this Section 19
are true and accurate as of the date of this Option Agreement. Developer hereby represents and
warrants as follows: 
(a)    Developer is a limited liability company duly organized and validly existing
under the laws of the State of Delaware. 
(b)    The execution and delivery of this Option Agreement (including all exhibits
attached hereto) and the performance hereof by Developer will not conflict with, or result in a
breach of, any of the terms, conditions, provisions of, or constitute a default (or constitute an
event which, with the giving of notice or the passage of time, or both, would constitute a default)
under any instrument or agreement to which Developer is a party or by which Developer is
bound. 
19.    Port's Representations and Warranties 
The representations and warranties of Port to Developer set forth below in this Section 20 
are true and accurate as of the date of this Option Agreement. Port hereby represents and
warrants as follows: 
(a)    Port is a municipal corporation duly organized and validly existing under the laws
of the State of Washington. 
(b)    The execution and delivery of this Option Agreement (including all exhibits
attached hereto) and the performance hereof by Port will not conflict with, or result in a breach
of, any of the terms, conditions, provisions of, or constitute a default (or constitute an event
which, with the giving of notice or the passage of time, or both, would constitute a default) under
any instrument or agreement to which Port is a party or by which Port is bound. 
(c)    Port is not a party to any pending action, suit, proceeding or investigation, at law
or equity or otherwise arising from or related to the Optioned Property or to the past or present
activities of Port relating to the Optioned Property. 
(d)    There are no pending or threatened condemnation proceedings affecting all or any
portion of the Optioned Property. 
(e)    Fee simple title to the Optioned Property is currently vested in Port, subject to the
approved title exceptions attached hereto as Exhibit D. During the Term of this Option
Agreement title to the Optioned Property will not be used as security for monetary obligation or
further encumbered by the Port, except as may be expressly authorized by this Option
Agreement  or by prior written approval of the Developer which approval shall not be
unreasonably withheld.

{00165766.DOCX; 1 / 13166 / OPT }Page 16 of 33

Item #      6a Attach 1 REVISED 
Date of Meeting June 10, 2014______ 
FINAL DRAFT - 06/09/14
20.    Third Party Owner's Representative Costs Reimbursement 
Developer acknowledges that the Port will engage a third party owner's representative to:
(i)  coordinate  with  Developer  throughout  the  design,  design  approval,  permitting  and
construction process of the Master Plan and each Phase Development Plan and (ii) interface with
Port's staff throughout planning, design and construction of the site utilities and infrastructure for
each Phase of the Project. Developer agrees to reimburse Port's owner's representative costs not
to exceed Two Hundred Thousand Dollars ($200,000) over the development of the entire
Project, payable upon Substantial Completion of each Phase within thirty (30) days' of
Developer's receipt of Port's invoice for such reimbursement.
21.    Notices 
21.1   Any notice or communication (herein collectively "Notices") to be given under
the terms of this Option Agreement shall be in writing and shall be personally delivered or sent
by facsimile, electronic mail, delivery by professional courier, or by registered or certified mail,
return receipt requested. 











{00165766.DOCX; 1 / 13166 / OPT }Page 17 of 33

Item #      6a Attach 1 REVISED 
Date of Meeting June 10, 2014______ 
FINAL DRAFT - 06/09/14
Notices shall be addressed as follows: 
Port:            Port of Seattle 
2711 Alaskan Way  Pier 69 
PO Box 1209 
Seattle, WA 98111 
Attention:______________________ 
Phone: 
Facsimile: __________________ 
Email: ________________________ 
Developer:       Des Moines Creek Business Park, LLC. 
6840 Fort Dent Way 
Suite 350 
Seattle, WA 98188 
Attention: Bart Brynestad 
Phone: (206) 248-0555 
Facsimile:    (206) 248-004 
Email:  bbrynestad@panattoni.com 
With a copy to:    CVM Law Group, LLP 
2485 Natomas Park Drive, Suite 450 
Sacramento, California 95831 
Attention: Robert D. Collins 
Phone: (916) 381-6171 
Facsimile:    (916) 381-1109 
Email:  bcollins@cvmlaw.com 

21.2   All such Notices shall be deemed to have been given:  (i) if personally
delivered, upon receipt, (ii) if by registered or certified mail, upon the date indicated on the
return receipt, and (iii) if by courier service, upon the date delivered as shown by the records of
the courier and if by facsimile or e-mail, the day sent. The parties hereto may, from time to time,
change their address for delivery of notice by sending notice of its new address to the other Party
in accordance with the terms of this Section 22. The phone numbers supplied above are only for
the purpose of facilitating written notice, and may not be used in lieu of written notice. 
22.    Approvals; Arbitration
22.1   It is understood and agreed that all provisions of this Agreement which require
approval by, or the consent of, Port will receive timely response and such approvals or consents
will not be unreasonably withheld, conditioned or delayed. If Port fails to respond in writing to
Developer's request for approval or consent (sent in accordance with the provisions of
Section 22 above) within ten (10) business days (or such other longer period as may be set forth

{00165766.DOCX; 1 / 13166 / OPT }Page 18 of 33

Item #      6a Attach 1 REVISED 
Date of Meeting June 10, 2014______ 
FINAL DRAFT - 06/09/14
in this Option Agreement with respect to a particular request), the approval or consent shall be
deemed given without any further action on the part of either party.
22.2   Any dispute between Port and Developer arising from Port's refusal to grant any
approval or consent (or unreasonably conditioning or delaying the same), except as to matters
that are within Port's sole discretion, shall be resolved using all diligence and good faith
negotiations in accordance with the following procedure. Any disapproval of an item or matter
by Port (other than matters that are subject to Port's sole discretion) shall describe with
specificity the disapproved items, actions, elements or other provisions and shall state the
reasons for such disapproval or requesting clarification thereof ("Disputed Items"). Developer
will respond within fourteen (14) days with either a modification or verification of the Disputed
Items or clarification of such Disputed Items, as the case may be. If the parties hereto cannot
agree upon the elements requiring such approval or consent or upon the interpretation of the
intent thereof, a neutral third-party arbitrator will be selected by Port to arbitrate the Disputed
Items. If, however, Developer does not accept the arbitrator selected by Port, Developer will be
allowed to select a second neutral third-party arbitrator, provided Developer makes such
selection within fourteen (14) days following Port's notice of its selected arbitrator. The two
selected arbitrators will then select a third neutral third-party arbitrator and the three together will
arbitrate the Disputed Items. All such arbitrator(s) shall be members in good standing of the
Washington Bar and shall have at least ten (10) years' experience in commercial real estate and
development law. The arbitration shall be conducted in King County, Washington, and the
arbitrator(s) shall apply the law of the State of Washington. The parties hereto will cause the
arbitrator(s) to make a determination within fourteen (14) days following submittal. The parties
hereto agree that each party will bear its own costs and expenses incurred for its selected
arbitrator, attorney's fees, preparation and presentation costs for the arbitration process. The
parties hereto will share the cost of any third party arbitrator and the administrative costs of the
arbitration. No party to the arbitration shall have the right to vacate, modify or correct the results
of the arbitration or pursue an appeal of the arbitration except as otherwise allowed by the laws
of the State of Washington. 
23.    Right to Cure 
If either party fails to perform any obligation hereof in a timely fashion, such default shall
not cause the termination of this Agreement unless such failure to perform continues beyond the
expiration of following cure periods: 
(a) The breaching party fails to perform monetary obligations required by this Option
Agreement when the same are due and the continuance of such failure for a period of fifteen (15)
days after written notice thereof from the other party; 
(b) The breaching party fails to fulfill any of the other non-monetary terms, covenants, or
conditions set forth in this Option Agreement if such failure continues for a period of more than
thirty (30) days after written notice thereof from the other party, except if the fulfillment of the
obligation requires activity over a period of time, and the breaching party has commenced in
good faith to perform whatever may be required for fulfillment within the specified thirty (30)-

{00165766.DOCX; 1 / 13166 / OPT }Page 19 of 33

Item #      6a Attach 1 REVISED 
Date of Meeting June 10, 2014______ 
FINAL DRAFT - 06/09/14
day period and continues such performance without interruption and with diligence, then the
breaching party shall no longer be in breach. 
With respect to any executed Ground Lease, the cure provisions of such Ground Lease
shall control, notwithstanding any conflict between such provisions and the provisions of this
Section 23. 
24.    Commissions 
24.1   The parties hereto hereby acknowledge that no real estate commission shall be
payable in connection with execution of this Option Agreement and/or the exercise of the Option 
or any Ground Lease. 
24.2   Developer hereby indemnifies and agrees to hold harmless Port of and from any
claim by any person or entity for a sales or brokerage commission or finder's fee by reason of
any listing or other agreement with Developer with respect to the transactions which are the
subject of this Option Agreement. 
24.3   Port hereby indemnifies and agrees to hold harmless Developer of and from any
claim by any person or entity for a sales or brokerage commission or finder's fee by reason of
any listing or other agreement with Port with respect to the transactions which are the subject of
this Agreement. 
25.    Condemnation of Property 
25.1   If any competent authority for any public or quasi-public use or purpose takes or
condemns the whole or materially all of the Optioned Property at any time during the Option
Term ("substantial taking"), this Option Agreement shall terminate and all Option Payments
shall be apportioned as of the earlier of either the date immediate possession and use is requested
by the condemning authority or the date of vesting of title in such taking. For the purposes of
this Section, a taking of "materially all" of the Optioned Property, as distinguished from a
taking of the whole of the Optioned Property, means a taking of such scope that the untaken
portion of the Optioned Property is insufficient to permit Developer to develop the Optioned
Property in accordance with the Master Plan.  Developer shall have no right to any award of just
compensation for a substantial taking of Optioned Property by a condemning authority. 
25.2   Section 25.1 shall not apply to any property that the Developer has already leased
from the Port under a Ground Lease. Such property shall be considered to be removed from
Optioned Property, and the Ground Lease shall govern rights to award of just compensation on
substantial taking and partial taking. 
25.3   In the event of a taking of less than materially all of the Optioned Property 
("partial taking"), this Option Agreement shall nevertheless continue. The minimum amount of
acreage to be included in each Phase pursuant to the take-down schedule in Section 5 may be
revised if the partial taking causes a material change in the Master Plan; in such event, the
Option Payments to be paid by Developer shall thereafter be reduced to be consistent with the
{00165766.DOCX; 1 / 13166 / OPT }Page 20 of 33

Item #      6a Attach 1 REVISED 
Date of Meeting June 10, 2014______ 
FINAL DRAFT - 06/09/14
revised take-down schedule. Developer shall have no right to any award of just compensation
for a partial taking of Optioned Property by a condemning authority. 
26.    Governing Law 
This Option Agreement shall be governed by the laws of the State of Washington and any
question arising hereunder shall be construed or determined according to such laws, without
regard to its principles of conflicts or choice of law. 
27.    Disputes 
Any state law actions or proceedings arising under, growing out of, or in any way related
to this Option Agreement shall be instituted and prosecuted only in courts located in King
County, Washington, and each party hereto expressly waives any right to cause any such actions
or proceedings to be instituted or prosecuted elsewhere. Questions of federal law shall be
instituted and prosecuted only in the United States District Court for the Western District of
Washington. 
28.    Attorneys' Fees 
If any of the parties hereto shall bring any action or proceeding against any other, the
prevailing party or parties in such action or proceeding shall be entitled to recover from the party
prevailed against all reasonable attorneys' fees and costs incurred in connection therewith. The
attorneys' fees which the prevailing party is entitled to recover shall include fees for any
judgment rendered on this Option Agreement, and this Section shall survive and not be deemed
merged with any judgment rendered on this Option Agreement. "Reasonableness" shall be
determined with reference to typical attorneys' fees paid in King County, Washington and
"prevailing party" shall be determined in accordance with Washington law.
29.    Entire Agreement 
29.1   This Agreement contains the entire agreement and understanding between the
parties hereto with respect to the Property.  There are no oral understandings, terms or
conditions, and neither party has relied upon any representations, express or implied, not
contained in this Option Agreement. All prior understandings, terms, or conditions are deemed
merged into this Option Agreement.
29.2   This Option Agreement may not be changed orally, but only by agreement in
writing and signed by the party against whom enforcement of any waiver, change, modification,
or discharge is sought. 
30.    Counterparts 
This Option Agreement may be executed in multiple counterparts, each of which shall be
deemed an original and together shall constitute one and the same agreement. 

{00165766.DOCX; 1 / 13166 / OPT }Page 21 of 33

Item #      6a Attach 1 REVISED 
Date of Meeting June 10, 2014______ 
FINAL DRAFT - 06/09/14
31.    Miscellaneous 
31.1   Time is of the essence in each and every term, condition, obligation and provision
of this Option Agreement. 
31.2   This Option Agreement shall be construed as a whole and in accordance with its
fair meaning, the captions being for the convenience of the parties hereto only and not intended
to describe or define the provisions in the portions of the Option Agreement to which they
pertain. 
31.3   All periods of time referred to in this Option Agreement shall include all
Saturdays, Sundays and state or national holidays, unless the period of time specifies business
days, provided that if the date or last date to perform any act or give any notice with respect to
this Option Agreement shall fall on a Saturday, Sunday or state or national holiday, such act or
notice may be timely performed or given on the next succeeding day which is not a Saturday,
Sunday or state or national holiday. 
31.4   The unenforceability, invalidity, or illegality of any provision of this Option
Agreement shall not render the other provisions hereof unenforceable, invalid or illegal. The
waiver or failure to enforce any provision of this Option Agreement shall not operate as a waiver 
of any future breach of any such provision or any other provision hereof. 
31.5   The warranties, covenants and obligations of each of the parties under the
provisions of this Option Agreement, including the Ground Leases contemplated by this Option
Agreement, to the extent the same have not been fully performed and excepting those covenants
and obligations which have been extinguished by the expiration of a specified period of time,
shall survive the exercise of the options and entry into the contemplated Ground Leases. 
31.6   A Memorandum of this Option Agreement will be recorded in the form attached
hereto as Exhibit E and incorporated herein. 
31.7   Developer acknowledges that Port is a public entity and all of its records (with
limited exceptions) are subject to public records requests.
31.8   The Recitals and each exhibit attached hereto are hereby incorporated herein by
reference. 
31.9   Except where a party hereto is specifically permitted to act in its sole discretion,
each party hereto agrees to act reasonably and in good faith with respect to the performance and
fulfillment of the terms of each and every covenant and condition contained in this Option
Agreement. Additionally, except as to consents and approvals which may be withheld or granted
in a party's sole discretion, all consents and approvals shall be reasonable and without condition
or delay. 
31.10  The language in all parts of this Option Agreement shall in all cases be construed
as a whole according to its fair meaning, and not strictly for or against either party. 
{00165766.DOCX; 1 / 13166 / OPT }Page 22 of 33

Item #      6a Attach 1 REVISED 
Date of Meeting June 10, 2014______ 
FINAL DRAFT - 06/09/14
[Intentionally left blank  signature page to follow] 
















{00165766.DOCX; 1 / 13166 / OPT }Page 23 of 33

Item #      6a Attach 1 REVISED 
Date of Meeting June 10, 2014______ 
FINAL DRAFT - 06/09/14
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
representatives to execute this Option Agreement as of the date set forth above. 

PORT: 
PORT OF SEATTLE, 
a Washington municipal corporation 
By: 
Name: 
Title: 

DEVELOPER: 
DES MOINES CREEK BUSINESS PARK, LLC 
a Delaware limited liability company 

By: 
Name: 
Title: 








{00165766.DOCX; 1 / 13166 / OPT }Page 24 of 33

LIST OF EXHIBITS 

Exhibit A -  Property Description 
Exhibit B -  Master Plan 
Exhibit C -  Form of Ground Lease 
Exhibit D -  Approved Title Exceptions 
Exhibit E -  Memorandum of Option Agreement 















{00165766.DOCX; 1 / 13166 / OPT }

EXHIBIT A 
Legal Description of Option Property 

















{00165766.DOCX; 1 / 13166 / OPT }

EXHIBIT B 
Master Plan 

















{00165766.DOCX; 1 / 13166 / OPT }

EXHIBIT C 
Form of Ground Lease 

















{00165766.DOCX; 1 / 13166 / OPT }

EXHIBIT D 
Approved Title Exceptions 

















{00165766.DOCX; 1 / 13166 / OPT }

EXHIBIT E 
Memorandum of Option Agreement 
RECORDED AT THE REQUEST OF 
WHEN RECORDED RETURN TO: 
CVM Law Group, LLC 
2485 Natomas Park Drive, Suite 450 
Sacramento, CA 95833 

MEMORANDUM OF OPTION TO GROUND LEASE 
This Memorandum of Option to Ground Lease ("Memorandum"), dated as of May __,
2014, is entered into by and between DES MOINES CREEK BUSINESS PARK, LLC, a
Delaware limited liability company, or its assigns ("Optionee"), PORT OF SEATTLE, a
Washington municipal corporation ("Optionor").
1     Optionor owns fee title in that certain real property located in the City of Des Moines,
King County, State of Washington, as is more particularly described in Exhibit A
attached hereto and incorporated herein ("Land"). 
2     On even date herewith, Optionor entered into that certain Option to Ground Lease
Agreement with Optionee (the "Option") wherein Optionor granted to Optionee the
option to ground lease Optionor's entire interest in the Land in phases. 
3     The option term commences on June__, 2014, and expires on June__, 2021. 
4     This Memorandum is solely for recording purposes and shall not be construed to
supplement, amend, or otherwise modify the terms and conditions contained in the
Option. 
5     This Memorandum and the Option shall bind and inure to the benefit of the parties and
their respective heirs, successors, and assigns, subject, however, to the provisions of the
Option regarding Assignment. 
6     This Memorandum and the Option are governed by the laws of the State of Washington. 

Signatures are on the next page. 


{00165766.DOCX; 1 / 13166 / OPT }

SIGNATURE PAGE 
to Memorandum of Option to Ground Lease 
IN WITNESS WHEREOF, the parties have executed this Memorandum as of the date set
forth above. 
[ALL SIGNATURES MUST BE NOTARIZED] 
OPTIONOR: 

PORT OF SEATTLE, 
a Washington municipal corporation 
By: 
Name: 
Title: 

OPTIONEE: 
DES MOINES CREEK BUSINESS PARK, LLC, 
a Delaware limited liability company 
By: 
Name: 
Title: 










{00165766.DOCX; 1 / 13166 / OPT }

Exhibit A to 
Memorandum of Option to Ground Lease 
LEGAL DESCRIPTION OF PROPERTY 

















{00165766.DOCX; 1 / 13166 / OPT }

ACKNOWLEDGMENT 

STATE OF ___________________ ) 
) 
COUNTY OF ) 

On              before me, ____________________, Notary Public, personally
appeared                       , personally known to me, or proved to me on the
basis of satisfactory evidence, to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s) acted, executed the instrument. 

WITNESS my hand and official seal. 

(SEAL) 
Notary Public Signature 
ACKNOWLEDGMENT 

STATE OF ___________________ ) 
) 
COUNTY OF ) 

On              before me, ____________________, Notary Public, personally
appeared                       , personally known to me, or proved to me on the
basis of satisfactory evidence, to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s) acted, executed the instrument. 

WITNESS my hand and official seal. 

(SEAL) 
Notary Public Signature 


{00165766.DOCX; 1 / 13166 / OPT }