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Date of Meeting             February 9, 2021 
REAL PROPERTY PURCHASE AND SALE AGREEMENT 
This Real Property Purchase and Sale Agreement (the "Agreement") made and entered into
as of this ____ day of ____________, 20___, by and between the STATE OF WASHINGTON,
acting by and through its DEPARTMENT OF TRANSPORTATION (hereinafter "Seller") and the
PORT OF SEATTLE, a municipal corporation of the State of Washington (hereinafter "Buyer").
Seller and Buyer shall each be referred to individually as a "Party" and, collectively, as the
"Parties." 
RECITALS 
WHEREAS, Seller is the owner of certain real property located in King  County,
Washington, more particularly described in Exhibit A, attached hereto and by this reference
incorporated herein; and 
WHEREAS, Seller wishes to sell to Buyer and Buyer wishes to acquire from Seller the real
property referenced in the foregoing recital, in accordance with the terms and conditions of this
Agreement. 
NOW THEREFORE, in consideration of the mutual covenants and agreements hereinafter
set forth and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows: 
ARTICLE I  PROPERTY 
1.1.     Purchase and Sale.  Seller hereby agrees to sell and convey to Buyer, and Buyer
hereby agrees to purchase from Seller, subject to the terms and conditions set forth herein, that 
certain real property located in King County, Washington, and more particularly described on
Exhibit A, together with all rights, privileges, and easements appurtenant to said real property,
including, but without limitation, all minerals, oil, gas, and other hydrocarbon substances on and
under the real property, all improvements on or associated with the Property, and all development
rights, air rights, water, water  rights and any  and all easements, rights-of-way, and other
appurtenances used in connection with the beneficial use and enjoyment of the real property
(collectively, the "Property"). 
ARTICLE II PURCHASE PRICE; ESCROW 
2.1.    Purchase Price. The purchase price for the Property shall be  TWO MILLION
NINE HUNDRED THOUSAND and 00/100 Dollars ($2,900.000.00), paid in cash or immediately 
available funds upon Closing (as defined below). 
2.2.     Escrow.  First American Title Insurance Company, through its offices in Seattle,
Washington ("Escrow Holder" in its capacity as escrow holder and "Title Company" in its capacity
as title insurer) has been designated as Escrow Holder hereunder by mutual agreement of Buyer
and Seller.  Upon the date that this Agreement has been executed by both the Parties (the
"Agreement Date"), the Parties shall deliver a copy of the mutually executed Agreement to Escrow
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Holder instructing Escrow Holder to open a closing escrow in accordance with the terms of this
Agreement. 
ARTICLE III  TITLE TO PROPERTY 
3.1.     Title to Property. Seller shall convey to Buyer at the Closing, as hereinafter
defined, marketable fee simple title to the Property, by execution and delivery of a Bargain and
Sale Deed to the Property in the form attached hereto as Exhibit B (the "Deed") free and clear of
any and all claims, liens, encumbrances or defects other than the "Permitted Exceptions" as defined
herein. 
3.2.     Title Commitment.  Following the Agreement Date, Seller shall be at no expense
or obligation to provide Buyer with a preliminary title commitment. Buyer shall be responsible for
obtaining a preliminary commitment for an ALTA owner's standard coverage title insurance
policy issued by a Title Company describing the Property, showing all matters pertaining to the
Property and identifying Buyer as the prospective named insured. Such preliminary commitment,
Supplemental Reports (as defined below) and true, correct and legible copies of all documents
referred to in such preliminary commitment and Supplemental Reports as conditions or exceptions
to title to the Property are collectively referred to herein as the "Title Commitment." Buyer may
elect to obtain extended coverage owner's title insurance, or endorsements to the Title Policy, and
Buyer shall pay the increased cost of such endorsements and/or any excess premium over the
premium charged for a standard coverage owner's policy and the cost of any ALTA survey
required by the Title Company in connection therewith. At no expense Seller agrees to execute
any customary affidavits, agreements, forms which the Title Company customarily requires of
sellers in order to issue extended title insurance or to otherwise remove standard exceptions in the
Title Policy. 
3.3.     Review of Title Commitment. Buyer shall give written notice to Seller of any
disapproved exceptions in the Title Commitment.  If Buyer so objects to any exceptions in the
Title Commitment, Seller shall, within fifteen (15) days after receiving Buyer's written notice of 
objections, deliver to Buyer written notice that either (a) Seller will, at Seller's expense, cause
some or all of the exception(s) to which Buyer has objected to be removed at or prior to Closing,
or (b) Seller is unable to eliminate such exception(s). If Seller so fails to notify Buyer or is unable
to remove any such exception at or prior to Closing, Buyer may elect to terminate this Agreement
by written notice to Seller delivered no later than ten (10) days after the deadline for Seller's 15-
day notice as described in the immediately preceding sentence, in which event Buyer and Seller
shall have no further obligations under this Agreement.   If Buyer does not terminate this
Agreement pursuant to the immediately preceding sentence, then Buyer shall be deemed to have
waived, and at Closing shall receive and accept title to the Property subject to, any objectionable
exceptions that Seller is unable to remove, all of which exceptions shall be included as Permitted
Exceptions. 
If any new title matters are disclosed in a supplemental title report issued by the Title
Company (a "Supplemental Report") or related document, the proceeding objection, Seller response
and termination / waiver provisions shall apply to the new title matters, except that Buyer's written 
notice of objections must be delivered within seven (7) days of delivery of the Supplemental Report
or document and Seller's response must be delivered within five (5) days of Buyer's written notice
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of objections.  The Closing Date (as defined below) shall be extended to the extent necessary to
permit time for the foregoing notices. 
If Seller gives written notice that it will cause one or more objectionable non-monetary
exceptions to be removed but is unable to remove any of them on or before the Closing Date, Buyer
will have the right in its sole discretion to either (A) proceed with the purchase and take the Property
subject to those non-monetary exceptions not approved by Buyer, or (B) terminate this Agreement
in which case Buyer shall have no further liability hereunder. 
3.4.     As used in this Agreement, "Permitted Exceptions" means (1) liens for real property
taxes for the year of Closing to the extent not due and payable as of the Closing, (2) those matters
affecting title to the Property which are created by or with the written consent of Buyer, and (3) such
exceptions or other matters reflected on the Title Commitment, any Supplemental Report(s) thereto 
and/or an ALTA survey which Buyer does not object to or waives pursuant to Section 3.3 above. 
However, the following shall be removed at Closing and shall in no case be included as Permitted
Exceptions: any deeds of trust or other monetary liens shown in the Title Commitment or
Supplemental Report(s) thereto (other than real property taxes and assessments not delinquent and
liens created by or at the request of Buyer). 
ARTICLE IV CONDITIONS TO BUYER'S OBLIGATIONS 
4.1.     Documents and Reports. Within fifteen (15) days after the Agreement Date, Seller
shall deliver to Buyer copies of any leases, occupancy agreements, service agreements, licenses,
easements, option agreements or other contracts, pertaining to the Property and/or its use or
occupancy, other than those transmitted  by Title Company in connection with the Title
Commitment. 
4.2.    Inspection of the Property. Buyer and its employees, representatives, consultants
and agents shall have the right and permission during the Contingency Period (as defined below) 
to enter upon the Property or any part thereof at all reasonable times and after reasonable prior
notice, and from time to time, for the purpose, at Buyer's own risk, cost and expense, of making
all tests and/or studies of the Property that the Buyer may wish to undertake, including, without
limitation, surveys, structural studies and review of zoning, fire, safety, environmental, and other
compliance matters; provided, however, that Buyer shall defend, indemnify and hold harmless
Seller from and against all liability, cost, damage and expense (including, but not limited to,
attorneys' fees) in connection with all claims, suits and actions of every name, kind and description
made or brought against Seller, its officers, agents or employees by any person or entity as a result
of or on account of actual or alleged bodily injury or property damage received or sustained,
resulting from or caused by the negligent acts or omissions of Buyer, its officers, agents or
employees, in exercising its rights under the right of entry granted herein.
Seller shall permit Buyer and its agents, at Buyer's sole expense, to enter the Property at
reasonable times to conduct inspections concerning the Property and improvements, including,
without limitation, the structural condition of improvements, Hazardous Substances (including
Phase I and Phase II assessments), soils conditions, sensitive areas, and/or other matters affecting
the feasibility of the Property for Buyer's intended use. Buyer shall advise Seller of any entry on
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to the Property in advance. Buyer may take or have taken materials, soil, and water samples from
the Property and test and analyze those samples to determine the extent of any presence of
Hazardous Substances or other contamination in, on, or under the Property.  Such testing and
sampling shall be performed in a manner not disruptive to any tenants or to the operation of the
Property.  Buyer shall indemnify and hold harmless Seller from and against any construction or
other liens or encumbrances arising out of or in connection with its exercise of this right of entry
and shall cause any such liens or encumbrances to be promptly released. 
4.3.     Approval of the Property. Buyer's obligation to purchase the Property shall be
subject to and contingent upon Buyer's approval, in its sole and absolute discretion, of all aspects
of the Property, including, without limitation, the physical condition of the Property, and all of the
information delivered by Seller pursuant to this Article IV or otherwise obtained by Buyer
regarding the Property. Such contingency shall be satisfied or waived on or before the expiration
of the Contingency Period. 
4.4.     Contingency Period Defined. As used in this Agreement, the term "Contingency
Period" means the period commencing on the Agreement Date and ending at 5:00 p.m. on the day
that is ninety (90) days after the Agreement Date. 
4.5.     Buyer's Right to Terminate. If Buyer's conditions, set forth in  this Article IV, are
not satisfied in Buyer's sole and absolute discretion, Buyer shall have the right to terminate this
Agreement by sending written notice to Seller and to the Escrow Holder on or before expiration
of the Contingency Period. If Buyer gives a termination notice to Seller under this Section 4.5,
this Agreement shall terminate and neither party shall have any further liability to the other under
this Agreement. If Buyer does not give a termination notice to Seller on or before the expiration
of the Contingency Period, Buyer shall be deemed to have satisfied or otherwise waived the
condition set forth in this Article IV. 
ARTICLE V ADDITIONAL CLOSING CONDITIONS 
5.1.    Buyer's Conditions. Buyer's obligation to purchase the Property shall be subject
to, in addition to the contingency set forth in Article IV above, the following conditions that must
be satisfied as of Closing or such earlier date as specified below:
5.1.1    Lot Boundary Adjustment. As a condition to Buyer's obligation to Close,
Buyer shall be entitled to obtain, at its sole cost and expense, an approved boundary line adjustment
from the City of Des Moines (the "City") for the Property and Buyer' separate and adjacent
property.  Seller agrees to cooperate, without cost to Seller, with Buyer in its application and
submittal of the boundary line adjustment application, including, signing any necessary application
documents reasonably required by Buyer or the City, provided, that the boundary line adjustment,
even if approved, will not be finalized, nor any related instruments recorded, except at the Closing. 
5.1.2   At Closing, title to the Property shall be in the condition required by this
Agreement and Escrow Holder shall deliver the Title Policy, or Title Company's irrevocable
commitment to issue the Title Policy, to Buyer, at Buyer's expense. 

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If the conditions set forth in this Section 5.1 are not satisfied as of Closing (or such earlier
date as specified above) and Buyer does not waive the same, Buyer may terminate this Agreement
by giving written notice to Seller and the Escrow Holder, and thereafter neither party shall have
any further liability to the other under this Agreement. 
5.2.     Seller's Conditions. Seller's obligation to sell the Property shall be subject to the
following conditions that must be satisfied as of Closing: 
5.2.1   All representations and warranties of Buyer contained herein shall be true,
accurate and complete in all material respects at the time of Closing as if made again at such time;
and 
5.2.2   Buyer shall have performed all obligations to be performed by it hereunder
on or before Closing (or, if earlier, on or before the date set forth in this Agreement for such
performance). 
If the conditions set forth in this Section 5.2 are not satisfied as of Closing and Seller does
not waive the same, Seller may terminate this Agreement by giving written notice to Buyer and
the Escrow Holder, and thereafter neither party shall have any further liability to the other under
this Agreement. 
ARTICLE VI  REPRESENTATIONS AND WARRANTIES OF THE PARTIES AND 
CONDITION OF PROPERTY 
6.1.     Warranties, Representations and Covenants of Seller. As of the date hereof and
as of the Closing Date, Seller represents and warrants as follows: 
6.1.1   Seller is an agency of the State of Washington, duly organized, validly
existing and in good standing under the laws of the State of Washington, has all requisite power
and authority to execute and deliver this Agreement and to carry out its obligations under this
Agreement and the transactions contemplated hereby. 
6.1.2   There is no pending, or to Seller's knowledge, threatened claim, lawsuit,
litigation, arbitration, investigation or other proceeding pertaining to the Property or any part
thereof.  There is no pending or, to the best of Seller's knowledge, threatened condemnation or
similar proceeding pertaining to the Property or any part thereof. 
6.1.3   No governmental entity with jurisdiction or other person or entity has
asserted, or to Seller's knowledge, has threatened to assert that the Property or any part thereof is
in violation of any applicable legal requirement. Seller has consents necessary to own and operate
the Property for its current use. 
6.1.4   Except for the Permitted Exceptions, there are no contracts, agreements or
other arrangements under which Seller is obligated to sell, exchange, transfer, lease, rent or allow
the use of the Property or any part thereof now or in the future, or under which any person or entity
has the right to possess or occupy the Property or any part thereof now or in the future. 
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6.1.5   Seller warrants and represents that there are no existing leases, tenancies,
options, purchase rights, or rights of persons in possession of the Property. 
6.1.6   From and after the Agreement Date unless this Agreement is terminated in
accordance with its terms, Seller shall not without the prior written consent of Buyer: (a) grant,
create, amend or enter into any easement, right-of-way, encumbrance, restriction, covenant, lease,
license, permit, option to purchase or other right or transaction which would affect the Property in
any way prior to or after Closing; or (b) sell, dispose of or encumber any portion of the Property. 
6.1.7.  Seller shall continue to maintain the Property in its current condition,
normal wear and tear excepted, and in compliance with all applicable laws and to pay all costs of
the Property between the Agreement Date and Closing. 
6.2.     Representations, Warranties and Covenants of Buyer. As of the date hereof and, as
of the Closing Date, Buyer represents and warrants as follows: 
6.2.1   Buyer  is  a  municipal  corporation  of  the  State  of  Washington,  duly
organized, validly existing and in good standing under the laws of the State of Washington, has all
requisite power and authority to execute and deliver this Agreement and to carry out its obligations
under this Agreement and the transactions contemplated hereby. 
ARTICLE VII HAZARDOUS SUBSTANCES 
7.1.     Definitions.  The term "Hazardous Substances" means any substance, waste or
material (including without limitation petroleum products, asbestos or asbestos-containing
material, and polychlorinated biphenyls) regulated, defined or designated as dangerous, hazardous
toxic or radioactive, by any federal, state or local law, statute, ordinance rule or regulation relating
to the protection of human health or the environment now or hereafter in effect (collectively
"Environmental Laws").
7.2.     Environmental Documents.  Seller represents and warrants that it has delivered (or
in accordance with Section 4.1 will deliver) to Buyer all documents, if any, within its possession
or control pertaining to the environmental quality of the Property. The Environmental Checklist
for Surplus Property Disposals represents the entirety of all documentation in the possession or
control of Seller with regard to or relating to any Hazardous Substances on the Property or in any
improvement thereon, and is referred to herein as the "Environmental Documents." 
7.3.     Underground Storage Tank and Water Well Decommissioning.  Seller warrants
that the structures remaining on the property at time of acquisition by the Seller in the 1970s were
demolished pursuant to the Laws and Administrative Code in place at that time. Buyer
acknowledges that the Environmental Checklist indicates Seller found no evidence of USTs or
water wells remaining on the vacant property at the time it was approved for surplus in 2017. 
7.4.     Environmental Indemnification.   Seller agrees to indemnify, defend, and hold
harmless Buyer, its Commissioners, officers, employees and agents (the "Buyer Indemnified
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Parties") from and against any and all present or future claims or demands and any and all damages,
losses, injuries, liabilities, causes of action, costs and expenses (including without limitation fines,
penalties, judgments and attorneys' fees) of any and every kind or character, known or unknown
(collectively "Losses") that any Buyer or any other Buyer Indemnified Party sustains as a result
of claims by third parties, including but not limited to federal, state and local regulatory agencies,
for damages or remediation costs related to or arising out of the presence of Hazardous Substances 
in, at, on, under or originating from the Property that was caused during the Seller's ownership.
Losses shall include without limitation (a) the cost of any investigation, removal, remedial or other
response or action that is required by any Environmental Law, that is required by judicial order or
by order of or agreement with any governmental authority, or that is necessary or otherwise is
reasonable under the circumstances, (b) Losses for injury or death of any person; and (c) Losses
arising under any Environmental Law enacted after transfer. This indemnification shall survive
the Closing Date and recording of the Deed. 
7.5.     Survival. Notwithstanding any provision of this Agreement to the contrary, the
provisions of this Article VII shall survive the Closing of the transaction contemplated herein
and the delivery of the Deed. 
ARTICLE VIII CLOSING 
8.1.     Closing. 
8.1.1   Time and Place. The closing of this sale ("Closing") shall take place at the
offices of Escrow Holder's office in Seattle, Washington, on the date that is thirty (30) days after
(i) the end of the Contingency Period or (ii) such earlier date as Buyer may waive all contingencies
in writing prior to expiration of the Contingency Period ("Closing Date"); provided, however that
either party may extend the Closing Date for up to thirty (30) days by giving written notice of such
extension to the other party at least fifteen (15) days in advance of the Closing Date. The Closing
Date may also be accelerated by Agreement of the parties. All documents shall be deemed
delivered on the date the Deed is recorded. 
8.1.2   In the event the Closing does not occur on or before the Closing Date, Seller
shall, unless it is notified by both parties to the contrary within ten (10) days after the Closing Date,
return to the depositor thereof items which may have been deposited hereunder. Any such return
shall not, however, relieve either party hereto of any liability it may have for its wrongful failure
to close. 
8.2.     Delivery by Seller. On or prior to the Closing Date, Seller shall provide: 
(a)      The Deed duly executed and acknowledged by Seller and accepted by
Buyer, together with a duly signed real estate excise tax affidavit; 
(b)     Any  other  documents,  instruments,  data,  records,  correspondence  or
agreements called for hereunder which have not previously been delivered. 
8.3.     Delivery by Buyer. On or before the  Closing Date, Buyer shall deposit with the
Seller and/or Escrow Holder the Purchase Price. 
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8.4.     Other Instruments. Seller and Buyer shall each deposit such other instruments as
are reasonably required to close the escrow and consummate the purchase of the Property in
accordance with the terms hereof. 
8.5.     Closing Costs.  Buyer shall pay the real estate excise tax ("REET") assessed in
connection with Closing, if any, any REET affidavit fees, the premium and all associated charges
for the standard owner's coverage title insurance, and the fees and charges (including recording
fees) of the Escrow Holder in connection with the Closing ("Escrow Fees"). Buyer shall pay the
Escrow Fees and any excess premium for extended owner's coverage title insurance. Real and
personal property taxes and assessments, if any, payable in the year of Closing, utilities and other
operating expenses shall be prorated as of the Closing Date. 
Escrow Holder is instructed to prepare certification that Seller is not a "foreign person"
with the meaning of the Foreign Investment in Real Property Tax Act ("FIRPTA Certification").
Seller agrees to sign this FIRPTA Certification. If Seller is a foreign person, and this transaction
is not otherwise exempt from FIRPTA, Escrow Holder is instructed to withhold and pay the
required amount to the Internal Revenue Services. 
ARTICLE IX POSSESSION 
9.1.     Possession of the Property shall be delivered to Buyer on the Closing Date. 
ARTICLE X COVENANTS OF SELLER PENDING CLOSING 
10.1.   Conduct, Notice of Change. Seller covenants that between the  Agreement Date 
and the Closing Seller shall take all such actions as may be necessary to assure that the
representations and warranties set forth in Section 6.1 hereof will be true and complete as of the
Closing (except such representations, warranties and matters which relate solely to an earlier date),
and all covenants of Seller set forth in this Agreement which are required to be performed by it at
or prior to the Closing shall have been performed at or prior to the Closing as provided for in this
Agreement. Seller shall give Buyer prompt written notice of any material change in any of the
information contained in the representations and warranties made in Section 6.1 or elsewhere in
this Agreement which occurs prior to the Closing. 
10.2   Exclusivity. Between the  Agreement Date and Closing or earlier termination of
this Agreement, Seller shall not market the Property, make or accept any offers to sell, exchange,
lease or otherwise transfer or in any way encumber, or otherwise solicit any offers to purchase, or
enter into any agreement for the sale, exchange, lease or other transfer or encumbrance of the
Property. 
ARTICLE XI DEFAULT, REMEDIES 
11.1.   Specific Performance. In the event of a material breach or default in or of this
Agreement or any of the representations, warranties, terms, covenants, conditions, or provisions
hereof by Seller, Buyer shall have, in addition to a claim for damages for such breach or default,
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and in addition to and without prejudice to any other right or remedy available under this
Agreement or at law or equity, the right to (a) demand and have specific performance of this
Agreement; or (b) terminate this Agreement upon written notice without liability to Seller. 
11.2.   Attorneys' Fees. In the event either party hereto finds it necessary to bring an action
against the other party to enforce any of the terms, covenants or conditions hereof or any
instrument executed pursuant to this Agreement, or by reason of any breach or default hereunder
or thereunder, the party prevailing in any such action or proceeding shall be paid all costs and
reasonable attorneys' fees by the other party and in the event any judgment is secured by such
prevailing party all such costs and attorneys' fees shall be included in any such judgment.  The
reasonableness of such costs and attorneys' fees shall be determined by the court and not a jury. 
ARTICLE XII  MISCELLANEOUS 
12.1.   Risk of Loss; Condemnation. Seller assumes all risk and liability until Closing for
damage or injury occurring to the Property by fire, storm, accident or any other casualty or cause,
and for condemnation or a similar taking by any governmental agency of all or any portion of the
Property; after Closing Buyer bears and assumes all such risks and liability. If, prior to Closing,
(a) the Property, or any portion thereof, suffers any damage from fire or other casualty, or (b) an
action is initiated or threatened to take the Property or any portion thereof, by eminent domain or
condemnation proceedings or by deed in lieu thereof, then Seller shall promptly give written notice 
to Buyer of such event and Buyer may elect to either: (1) terminate this Agreement, or (2)
consummate this Agreement, in which event Seller shall deliver to Buyer, on the Closing Date,
any proceeds actually received by Seller in connection with such casualty or condemnation, or
assign to Buyer, on the Closing, all of Seller's right, title and interest in any claim to proceeds of
any insurance covering such damage, if any, or in the award of the condemning authority (provided
that in no event shall Buyer be entitled to receive payment or assignment of such proceeds in an
amount greater than the Purchase Price). Buyer shall make such election by sending written notice
to Seller within twenty (20) days after Seller provides written notice to Buyer of the casualty or
condemnation, as applicable; provided that, if Buyer fails to timely deliver written notice to Seller
within said 20 days, Buyer shall be deemed to have elected to terminate this Agreement. 
12.2.   General Indemnity. Seller shall indemnify, defend, protect and hold  the Buyer 
Indemnified Parties harmless from and against any and all liabilities, obligations, damages,
penalties, fees, commissions, costs, expenses and other charges, including without limitation
reasonable attorneys' fees, which any Buyer Indemnified Party may suffer or incur in connection
with (i) its ownership of the Property resulting from any action or inaction of Seller, its agents or
employees occurring before the Closing; (ii) the falsity or breach of any representation or warranty
set forth in Article VI hereof; (iii) any misrepresentation in or omission of any material documents,
items or information to be submitted by Seller to Buyer relating to the Property or its operations;
or (iv) any failure of Seller to perform any of its obligations hereunder. The foregoing indemnity
shall survive the Closing and shall be in addition to, and not in derogation of any other rights Buyer
may enjoy under this Agreement or under law for breach of any representation or warranty set
forth in this Agreement.  Promptly after the receipt by Buyer of notice of any claim or the
commencement of any action or proceeding for which Seller has agreed to indemnify the Buyer 
Indemnified Parties, Buyer shall give Seller written notice of such claim or the commencement of
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such action or proceeding and Seller shall thereafter vigorously defend on behalf of Buyer, but at
Seller's sole cost and expense, any such action or proceeding for which indemnification is sought
utilizing counsel satisfactory to buyer.  No settlement of any such action or proceeding shall be
made without Buyer's prior written approval (unless buyer has previously been discharged from
all liability in connection with such action or proceeding); provided that this provision is subject
to the limitations of RCW 4.24.115 to the extent applicable. 
12.3.   Brokers and Finders. Each party represents to the other that no broker or finder has
been involved in this transaction. In the event of a claim for broker's fee, finder's fee, commission
or other similar compensation in connection herewith, Buyer, if such claim is based upon any
agreement alleged to have been made by Buyer, hereby agrees to indemnify and hold Seller
harmless from any and all damages, liabilities, costs, expenses and losses (including, without
limitation, reasonable attorneys' fees and costs) which Seller may sustain or incur by reason of
such claim, and Seller, if such claim is based upon any agreement alleged to have been made by 
Seller, hereby agrees to indemnify and hold the Buyer Indemnified Parties harmless from any and
all damages, liabilities, costs, expenses and losses (including, without limitation, reasonable
attorneys' fees and costs) which any Buyer Indemnified Party may sustain or incur by reason of
such claim. The provisions of this Section 12.3 shall survive the termination of this Agreement or
the Closing. 
12.4.   Notices. All notices, demands, requests, consents and approvals which may, or are
required to be given by any party to any other party hereunder shall be in writing and shall be
deemed to have been duly given if delivered personally, sent by fax, sent by a nationally recognized
overnight delivery service, or if mailed or deposited in the United States mail and sent by registered
or certified mail return receipt requested, postage prepaid to: 
Seller at                Department of Transportation 
Attn: Headquarters Real Estate Services 
Property Management Program Manager 
P.O. Box 47338 
Olympia, WA 98504-7338 
Buyer at:              Port of Seattle 
Attn: Director, Real Estate & Economic Development 
2711 Alaskan Way 
Seattle, WA 98121 
or to such other address as either party hereto may from time to time designate in writing and
deliver in a like manner. All notices shall be deemed complete upon actual receipt or refusal to
accept delivery.  Facsimile transmission of any signed original document, and retransmission of
any signed facsimile transmission shall be the same as delivery of an original document. At the
request of either party or the Escrow Holder, the parties will confirm facsimile transmitted
signatures by signing an original document.
12.5.   Calculation of Time Periods. Unless otherwise specified, in computing any period
of time described in this Agreement, "days" means calendar days, and the day of the act or event
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after which the designated period of time begins to run is not to be included and the last day of the
period so computed is to be included, unless such last day is a Saturday, Sunday or legal holiday,
in which case the specified period of time shall expire on the next day that is not a Saturday,
Sunday or legal holiday. Any specified period of five (5) days or less shall not include Saturdays,
Sundays or holidays. The final day of any such period shall be deemed to end at 5 p.m., Pacific
Standard or Daylight time, as applicable. 
12.6.   Amendment,  Waiver. No  modification,  termination  or  amendment  of  this
Agreement may be made except by written agreement signed by all parties. No failure by Seller
or Buyer to insist upon the strict performance of any covenant, duty agreement, or condition of
this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute
a waiver of any such breach or any other covenant, agreement, term or condition. Any party hereto,
by notice and only by notice as provided in Section 12.4 hereof, may, but shall be under no
obligation to, waive any of its rights or any conditions to its obligations hereunder, or any duty,
obligation or covenant of any other party hereto. No waiver shall affect or alter this Agreement,
and each and every covenant, agreement, term and condition of this Agreement shall continue in
full force and effect with respect to any other then existing or subsequent breach thereof. All the
terms, provisions, and conditions of this Agreement shall inure to the benefit of and be enforceable
by Seller's or Buyer's respective successors and assigns.  Buyer reserves the right to assign its
rights under this Agreement. 
12.7.   No Merger; Survival. The terms of this Agreement shall not merge with any deed
or other conveyance instrument transferring the Property to Buyer at Closing. All provisions of
this Agreement which involve obligations, duties or rights which have not been determined or
ascertained as of the Closing Date or the recording of the Deed and all representations, warranties 
and indemnifications made in or to be made pursuant to this Agreement shall survive the Closing
Date and/or the recording of the Deed. 
12.8.   Captions. The captions of this Agreement are for convenience and reference only
and in no way define, limit, or describe the scope or intent of this Agreement. 
12.9.   Severability. In case any one or more of the provisions contained in this Agreement
shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall
be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 
12.10. Counterparts. This Agreement may be executed in any numb er of counterparts,
and each such counterpart hereof shall be deemed to be an original instrument, but all such
counterparts together shall constitute but one agreement. 
12.11. Additional Acts. Except as otherwise provided herein, in addition to the act s and
deeds recited herein and contemplated to be performed, executed and/or delivered by Seller or
Buyer, Seller and Buyer hereby agree to perform, execute and/or deliver, or cause to be performed,
executed and/or delivered, at the Closing any and all such further acts, deeds and assurances as
Buyer or Seller, as the case may be, may reasonably require to (a) evidence and vest in the Buyer

RES 410                                         11                           IC#1-17-07992 
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Item No.                8h_attach2 
Date of Meeting             February 9, 2021 
the ownership of and title to the Property, and (b) consummate the transactions contemplated
hereunder. 
12.12. No Joint Venture. It is not intended by this agreement to, and nothing contained in
this Agreement shall, create any partnership, joint venture or other arrangement between Buyer
and Seller. No term or provision of this Agreement is intended to be, or shall be, for the benefit
of any person, firm, organization or corporation not a party hereto, and no such other person, firm,
organization or corporation shall have any right or cause of action hereunder. 
12.13. Neutral Authorship. Each of the provisions of this Agreement has been reviewed
and negotiated, and represents the combined work product of both parties hereto. No presumption
or other rules of construction which would interpret the provisions of this Agreement in favor of
or against the party preparing the same shall be applicable in connection with the construction or
interpretation of any of the provisions of this Agreement. 
12.14. Governing Law, Time. This Agreement and the right of the parties hereto shall be
governed by and construed in accordance with the laws of the State of Washington and the parties
agree that in any such action venue shall lie exclusively in Thurston County, Washington. Time
is of the essence of this Agreement. 
12.15. Costs and Expenses.  Each party hereto will bear its own costs and expenses in
connection with the negotiation, preparation, and execution of this Agreement and other
documentation related hereto and in the performance of its duties hereunder. 
12.16. Entire Agreement. This Agreement and the  exhibits hereto constitute the entire
agreement between the parties with respect to the purchase and sale of the Property and supersedes
all prior and contemporaneous agreements and understandings between the parties hereto relating
to the subject matter hereof. 
[Signature Page Follows] 






RES 410                                         12                           IC#1-17-07992 
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Item No.                8h_attach2 
Date of Meeting             February 9, 2021 
IN WITNESS WHEREOF, the parties have executed this agreement as of the day and year first
above written. 
Seller: 
State of Washington, Department of Transportation 

By: ________________________________________     Date: ________________ 
Its: _____________________________ 

Buyer: 
The Port of Seattle, a Washington municipal corporation 

By: _________________________________________ Date: __________________ 
Its: _____________________________ 









RES 410                                         13                           IC#1-17-07992 
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Item No.                8h_attach2 
Date of Meeting             February 9, 2021 
Exhibit A 
Legal Description 
ICN 1-17-07992 
A tract of land situate in the Northeast quarter of the Northeast quarter of Section 8, and the West half
of the Northwest quarter of Section 9, all in Township 22 North, Range 4 East, W.M., in King County,
Washington, described as follows: 
BEGINNING at a point opposite Highway Engineer's Station (hereinafter referred to as HES) 23+00
on the S 216TH line survey of SR 509, SR 516 TO DES MOINES WAY SOUTH and 60 feet Northerly
therefrom; thence Northeasterly to a point opposite HES 766+00 on the SR 509 line survey of said
plan and 220 feet Northwesterly therefrom; thence Northeasterly to a point opposite HES 772+05 on
said SR 509 line survey and 168 feet Westerly therefrom; thence Westerly perpendicular to said SR
509 line survey a distance of 90 feet to the most Westerly line of that property conveyed by Warranty
Deed recorded April 25, 1972, under recording number 7204250337, records of King County,
Washington; thence Northerly 80 feet, more or less, to a point opposite HES 10+28.42 on the F6 line
survey of said plan and 85.26 feet Westerly therefrom, said point being on the North line of the South
half of the Northwest quarter of the Southwest quarter of the Northwest quarter of said Section 9;
thence Easterly along said North line to a point opposite HES F6 10+27.45 on said F6 line survey and
30 feet Westerly therefrom; thence Northerly to a point opposite HES F6 P.O.C. 12+91.08 on said F6
line survey and 25.45 feet Westerly therefrom; thence Northwesterly to a point opposite HES F6
14+13.05 P.T. on said F6 line survey and 30 feet Southerly therefrom; thence Westerly parallel with
said F6 line survey to an intersection with the west line of said Section 9; thence Northerly along said
west line a distance of 30 feet, more or less, to HES F6 19+84.89 A.P. on said F6 line survey; thence
Westerly along said F6 line survey to HES F6 22+04.83 thereon; thence Northeasterly to a point
opposite HES F6 21+30 on said F6 line survey and 50 feet Northerly therefrom; thence Easterly parallel
with said F6 line survey to a point opposite HES 777+00 on said SR 509 line survey and 155.03 feet
Westerly therefrom; thence Southerly parallel with said SR 509 line survey to a point opposite HES
776+45 thereon, said point being on the north line of the north half of the north half of the northeast
quarter of the southwest quarter of the northwest quarter of said Section 9; thence Easterly along said
north line to the northeast corner of that property conveyed by Warranty Deed recorded May 6, 1971,
under recording number 7105060274, records of said county; said point being 110 feet Easterly when
measured at right angles or radially from said SR 509 line survey; thence Southerly to a point opposite
HES 775+00 on said SR 509 line survey and 110.85 feet Easterly therefrom; thence Southeasterly to a
point opposite HES 773+00 on said SR 509 line survey and 175 feet Easterly therefrom; thence
Southerly to a point opposite HES 766+00 on said SR 509 line survey and 295 feet Southeasterly
therefrom; thence Southeasterly to a point opposite HES 30+22.76 on said S 216TH line survey and
60 feet Northerly therefrom; thence Westerly parallel with said S 216TH line survey to the point of
BEGINNING. 
The specific details concerning all of which may be found on sheet 5 of 11 sheets of that certain plan
entitled SR 509, SR 516 TO DES MOINES WAY SOUTH, now of record and on file in the office of
the Secretary of Transportation at Olympia, bearing date of approval December 1, 1969, revised June
8, 2018. 

RES 410                                         14                           IC#1-17-07992 
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Item No.                8h_attach2 
Date of Meeting             February 9, 2021 






















RES 410                                         15                           IC#1-17-07992 
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Item No.                8h_attach2 
Date of Meeting             February 9, 2021 
Exhibit B 
Form of Deed 
AFTER RECORDING RETURN TO: 
ATTN: REAL ESTATE SERVICES 
DEPARTMENT OF TRANSPORTATION 
P.O. BOX 47338 
OLYMPIA, WA 98504-7338 

Document Title: Bargain and Sale Deed 
Reference Number of Related Document: N/A 
Grantor: State of Washington, Department of Transportation 
Grantee: Port of Seattle 
Legal Description: Ptn. NE 1/4 NE 1/4 Sec 8, W 1/2 NW 1/4 Sec 9, T 22 N, R 4 E, W. M. 
Additional Legal Description is on Page 4 of document 
Assessor's Tax Parcel Number: None  Existing State Highway Right of Way 
B A R G A I N AND S A L E D E E D 
SR 509, SR 516 To Des Moines Way South 
The Grantor, The STATE OF WASHINGTON acting by and through its DEPARTMENT OF
TRANSPORTATION, for and in consideration of the sum of TEN AND NO/100 ($10.00) Dollars,
and other valuable consideration in hand paid, grant, bargain, sell, convey, and confirm to the
PORT OF SEATTLE, a municipal corporation of the State of Washington, Grantee, the following
described real property situated in King County, in the State of Washington: 
For legal description and additional conditions 
See Exhibit A attached hereto and made a part hereof. 
Subject to the permitted exceptions on Exhibit B attached hereto
and by this reference incorporated herein. 
The Grantor, for itself and for its successors in interest do by these presents expressly limit
the covenants of the deed to those herein expressed, and exclude all covenants arising or to arise
by statutory or other implication, and does hereby covenant that against all persons whomsoever
lawfully claiming or to claim by, through or under said Grantor and not otherwise, and will forever
warrant and defend the said described real estate. 
The Grantee requests the Assessor and Treasurer of King County to set over to the

RES 410                                         16                           IC#1-17-07992 
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Item No.                8h_attach2 
Date of Meeting             February 9, 2021 
remainder of the hereinafter described Parcel "A" the lien of all unpaid taxes, if any, affecting the
real estate hereby conveyed, as provided by RCW 84.60.070. 
It is understood and agreed that delivery of this deed is hereby tendered and that the terms
and obligations hereof shall not become binding upon the State of Washington unless and until
accepted and approved hereon in writing for the State of Washington, by and through its
Department of Transportation, by its authorized agent. 
Subject to all existing encumbrances, including easements, restrictions, and
reservations, if any. 
The Grantee, on behalf of themselves and its successors or assigns, as part consideration
herein, do hereby agree to comply with all civil rights and anti-discrimination requirements of
chapter 49.60 RCW as to the lands herein conveyed. 
The lands herein described are not required for state highway purposes and are conveyed
pursuant to the provisions of RCW 47.12.063. 

Dated at Olympia, Washington, this ________ day of ______________________, 20____. 
S T A T E OF W A S H I N G T O N,
DEPARTMENT O F TRANSPORTATION  
GRANTOR 
_______________________________ 
Roger Millar, PE, FASCE, FAICP 
Secretary of Transportation 
APPROVED AS TO FORM: 
By: __________________________ 
Assistant Attorney General 

REVIEWED AS TO FORM-GRANTEE: 
By: __________________________ 


RES 410                                         17                           IC#1-17-07992 
Revised 1/2017

Item No.                8h_attach2 
Date of Meeting             February 9, 2021 

STATE OF WASHINGTON ) 
): ss 
COUNTY OF THURSTON  ) 
On this _______ day of _____________________, 20_____, before me personally appeared Roger
Millar, known to me as the Secretary of Transportation, State of Washington, Department of
Transportation, and executed the foregoing instrument, acknowledging 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. 
Given under my hand and official seal the day and year last above written. 

________________________________________ 
Notary (print name) ________________________ 
Notary Public in and for the State of Washington, 
residing at _______________________________ 
My Appointment Expires ___________________ 








RES 410                                         18                           IC#1-17-07992 
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Item No.                8h_attach2 
Date of Meeting             February 9, 2021 

EXHIBIT A 
A tract of land situate in the Northeast quarter of the Northeast quarter of Section 8, and the
West half of the Northwest quarter of Section 9, all in Township 22 North, Range 4 East, W.M.,
in King County, Washington, described as follows: 
BEGINNING at a point opposite Highway Engineer's Station (hereinafter referred to as HES)
23+00 on the S 216TH line survey of SR 509, SR 516 TO DES MOINES WAY SOUTH and
60 feet Northerly therefrom; thence Northeasterly to a point opposite HES 766+00 on the SR
509 line survey of said plan and 220 feet Northwesterly therefrom; thence Northeasterly to a
point opposite HES 772+05 on said SR 509 line survey and 168 feet Westerly therefrom; thence
Westerly perpendicular to said SR 509 line survey a distance of 90 feet to the most Westerly
line of that property conveyed by Warranty Deed recorded April 25, 1972, under recording
number 7204250337, records of King County, Washington; thence Northerly 80 feet, more or
less, to a point opposite HES 10+28.42 on the F6 line survey of said plan and 85.26 feet
Westerly therefrom, said point being on the North line of the South half of the Northwest quarter
of the Southwest quarter of the Northwest quarter of said Section 9; thence Easterly along said
North line to a point opposite HES F6 10+27.45 on said F6 line survey and 30 feet Westerly
therefrom; thence Northerly to a point opposite HES F6 P.O.C. 12+91.08 on said F6 line survey
and 25.45 feet Westerly therefrom; thence Northwesterly to a point opposite HES F6 14+13.05
P.T. on said F6 line survey and 30 feet Southerly therefrom; thence Westerly parallel with said
F6 line survey to an intersection with the west line of said Section 9; thence Northerly along
said west line a distance of 30 feet, more or less, to HES F6 19+84.89 A.P. on said F6 line
survey; thence Westerly along said F6 line survey to HES F6 22+04.83 thereon; thence
Northeasterly to a point opposite HES F6 21+30 on said F6 line survey and 50 feet Northerly
therefrom; thence Easterly parallel with said F6 line survey to a point opposite HES 777+00 on
said SR 509 line survey and 155.03 feet Westerly therefrom; thence Southerly parallel with said
SR 509 line survey to a point opposite HES 776+45 thereon, said point being on the north line
of the north half of the north half of the northeast quarter of the southwest quarter of the
northwest quarter of said Section 9; thence Easterly along said north line to the northeast corner
of that property conveyed by Warranty Deed recorded May 6, 1971, under recording number
7105060274, records of said county; said point being 110 feet Easterly when measured at right
angles or radially from said SR 509 line survey; thence Southerly to a point opposite HES
775+00 on said SR 509 line survey and 110.85 feet Easterly therefrom; thence Southeasterly to
a point opposite HES 773+00 on said SR 509 line survey and 175 feet Easterly therefrom;
thence Southerly to a point opposite HES 766+00 on said SR 509 line survey and 295 feet
Southeasterly therefrom; thence Southeasterly to a point opposite HES 30+22.76 on said S
216TH line survey and 60 feet Northerly therefrom; thence Westerly parallel with said S 216TH
line survey to the point of BEGINNING. 
The specific details concerning all of which are to be found on sheet 5 of 11 sheets of that
certain plan entitled SR 509, SR 516 TO DES MOINES WAY SOUTH, now of record and on

RES 410                                         19                           IC#1-17-07992 
Revised 1/2017

Item No.                8h_attach2 
Date of Meeting             February 9, 2021 
file in the office of the Secretary of Transportation at Olympia, bearing date of approval
December 1, 1969 , revised June 8, 2018. 

EXHIBIT B 
1.     Taxes or assessments which are not shown as existing liens by the public records. 
2.     (i).Unpatented mining claims; (ii) reservations or exceptions in patents or in Acts
authorizing the issuance thereof; (iii) water rights, claims or title to water, whether or not the
matters described in (i), (ii) and (iii) are shown in the public records; (iv) tribal codes or
regulations, Indian treaty or aboriginal rights, including easements or equitable servitudes. 
3.     Rights or claims of parties in possession not shown by the public records. 
4.     Easements, claims of easements or encumbrances which are not shown by the public
records. 
5.     Encroachments, overlaps, boundary line disputes or other matters which would be
disclosed by an accurate survey and inspection of the premises and which are not shown by
the public records. 
6.     Any lien, or right to a lien, for services, labor or material heretofore or hereafter
furnished, imposed by law and not shown by the public records. 
7.     Any service, installation, connection, maintenance, tap, capacity, construction or
reimbursement charges for sewer, water, electricity or other utilities, or for garbage collection
and disposal. 
8.       Any titles or rights asserted by anyone, including, but not limited to persons corporations,
governments or other entities, to tidelands, or lands comprising the shores or bottoms of
navigable rivers, lakes, bays, ocean or gulf, or lands beyond the line of the harbor or bulkhead
lines as established or hanged by the United States Government, or riparian 






RES 410                                         20                           IC#1-17-07992 
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