REAL ESTATE PURCHASE AND SALE AGREEMENT

THIS REAL ESTATE PURCHASE AND SALE AGI ZEEMENT (this "Agreement") is made and entered into as of this j 5 day of ` A 2014 (the "Effective Date"), by and between the Port of Seattle, a municip corporation of the State of Washington ("Port"), and Snohomish County, a political subdivision of the State of Washington ("County"), acting in its governmental capacity. The Port and the County are hereinafter sometimes referred to jointly as the "Parties."

I 7 Big V 11 R►y

A. On or about December 18, 2009, the Port acquired from BNSF Railway Company ("BNSF") pursuant to a Quit Claim Deed (the `BNSF Deed") recorded under Snohomish County Auditor's File No. 200912210438, real property developed as a rail corridor and commonly known as the Woodinville Subdivision.

B. Sections of the Woodinville Subdivision are improved with rail tracks and certain commercial and industrial structures and fixtures associated with rail operations (the "Improvements"). The Improvements were acquired by the Port from BNSF pursuant to a Bill of Sale (the `BNSF Bill of Sale") executed on or about December 18, 2009. The Improvements include that certain bridge structure over the Snohomish River connecting portions of the Woodinville Subdivision (the "Snohomish River Bridge").

C. In addition to crossing the Snohomish River, the Snohomish River Bridge crosses certain real property owned or controlled by BNSF (the `BNSF Mainline"). Concurrent with the execution of the BNSF Deed and the BNSF Bill of Sale, the Port acquired by Easement Agreement a non-exclusive perpetual easement across and above the BNSF Mainline (the "Bridge Easement").

D. The BNSF Deed, among other things, obligates BNSF to pay the Port and/or King County the costs to investigate, remediate, respond to or otherwise cure any hazardous substance releases or violations of environmental law to the extent such hazardous substance releases or violations of environmental law (i) occurred as a result of the operations of BNSF, its agents, employees, invitees or contractors, or its corporate predecessors and their agents, employees, invitees or contractors, and (ii) have been ordered to be cured by an applicable regulatory agency; provided however, that BNSF need only pay for such costs as are necessary to bring the Woodinville Subdivision up to the standards for a freight railway or the standards that the regulatory agency would apply for other affected properties (the `BNSF Remediation Obligation").

E. In the BNSF Deed, BNSF reserved for itself an exclusive easement for freight rail purposes over a portion of the Woodinville Subdivision (the "Freight Easement"). BNSF thereafter conveyed the Freight Easement to GNP Rly, Inc., a Washington corporation ("GNP"), by Quit Claim Deed executed on or about December 18, 2009, and recorded under Snohomish County Auditor's File No. 200912210439.

REAL ESTATE PURCHASE AND SALE AGREEMENT F. On or about December 18, 2009, the Port entered into an Operations and Maintenance Agreement between Port of Seattle and GNP Rly, Inc. (the "O&M Agreement"). The O&M Agreement sets forth the rights, obligations, terms and conditions as between the Port and GNP with respect to GNP's use of the Woodinville Subdivision for freight rail operations. Concurrent with the execution of the O&M Agreement, pursuant to an Assignment of Easement Agreement for Snohomish Bridge, the Port also assigned all of its right, title and interest in the Bridge Easement to GNP.

G. On or about December 8, 2012, through an involuntary bankruptcy proceeding, the assets of GNP, including the right to operate under the Freight Easement, the O&M Agreement, and the assigned Bridge Easement, were conveyed to Eastside Community Rail, LLC, a Washington limited liability company ("Eastside Community Rail"). Eastside Community Rail assumed all rights and obligations of GNP under the O&M Agreement with the Port and the assigned Bridge Easement.

H. The Woodinville Subdivision is subject to an easement recorded on December 21, 2010, under Snohomish County Auditor's File No. 201012211039 in favor of Puget Sound Energy (the "PSE Easement"), as amended by amendment recorded on February 12, 2013, under Snohomish County Auditor's File No. 201302120664.

I. By Real Estate Purchase and Sale Agreement dated February 8, 2013, King County, a political subdivision of the State of Washington, contracted to purchase from the Port (i) a fee interest over a portion of the Woodinville Subdivision located in King County, and (ii) a trail easement over a portion of the Woodinville Subdivision located partially in King County and partially in Snohomish County, which easement was recorded on February 13, 2013, under Snohomish County Auditor's No. 201302130771 (the "King County Easement").

J. The Woodinville Subdivision is further subject to other rights and interests granted to third parties pursuant to unrecorded third party leases, licenses, contracts, permits or other agreements for the use and/or occupancy of portions of the Woodinville Subdivision as further defined in Section 9.1 ("Third Party Leases, Licenses and Contracts").

K. The County desires to acquire from the Port, and the Port desires to sell to the County, pursuant to Chapter 39.33 of the Revised Code of Washington (Intergovernmental Property Disposition Act) and the terms and conditions described below, that portion of the Woodinville Subdivision located within Snohomish County, along with the Snohomish River Bridge and other Improvements located along that portion of the Woodinville Subdivision lying within Snohomish County, (collectively referred to hereafter as the "Property") for the purposes of developing a regional trail and other public uses and transportation uses. The Property is legally described on Exhibit A to this Agreement. A diagram map showing the approximate location of the Property is attached to this Agreement as Exhibit B. The County also desires to acquire assignment of the Port's rights under the Bridge Easement.

REAL ESTATE PURCHASE AND SALE AGREEMENT 2 AGREEMENT

NOW, THEREFORE, in consideration of the respective agreements set forth below and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Purchase and Sale of the Property. The Port shall sell and convey to the County, and the County shall purchase from the Port, subject to the terms and conditions set forth below: (i) all of the Port's right, title and interest in and to the Property, as defined in Recital K above and including the real property, all Improvements, the Snohomish River Bridge, and the Bridge Easement, and all other rights, privileges and easements appurtenant to the Property; and (ii) all of the Port's right, title and interest in and to all Third Party Leases, Licenses and Contracts, as defined in Section 9.1 below, associated with the Property as of the date of closing.

2. Purchase Price. The purchase price for the Property shall be Five Million and 00/100 Dollars ($5,000,000.00) (the "Purchase Price"). The Purchase Price shall be paid in cash at closing, by wire transfer or other immediately available funds.

3. Earnest Money. No earnest money deposit shall be made or required.

4. Title Insurance.

4.1 Preliminary Commitment. Within ten (10) days from the Effective Date, the Port, at its sole cost, shall provide the County with a preliminary commitment for an ALTA owner's standard coverage policy of title insurance covering the Property (the "Preliminary Commitment"), issued by Chicago Title insurance Company (the "Title Company"), together with complete legible copies of all documents referenced in the Preliminary Commitment.

4.2 Permitted Exceptions. At the closing of the transaction contemplated by this Agreement, title to the Property is to be free of encumbrances or defects, except for the following (each, a "Permitted Exception," and, collectively, the "Permitted Exceptions"): (i) the general exceptions contained in the title policy; (ii) the Freight Easement; (iii) the PSE Easement; (iv) the King County Easement; (v) any special exceptions shown on the Preliminary Commitment that are accepted by the County pursuant to Section 4.3 below; and (vi) any Third Party Leases, Licenses and Contracts, as defined in Section 9.1 below, which are accepted by the County pursuant to Section 4.3 below. Should any new or additional encumbrances on title to the Property be discovered prior to closing, the County shall have the right to object to the same, using the procedures specified in Section 4.3 below.

4.3 Title Review. The County shall, within thirty (30) days after receiving the Preliminary Commitment, deliver written notice to the Port regarding any objections the County may have to matters shown on or referenced in the Preliminary Commitment or identified in Exhibit C relating to Third Party Leases, Licenses and

REAL ESTATE PURCHASE AND SALE AGREEMENT 3 Contracts, as defined in Section 9.1 below (the "Title Objection Notice"). Any exception, encumbrance or other matter to which the County does not timely object shall be a "Permitted Exception." The Port shall have ten (10) days from the date on which the Port receives the County's Title Objection Notice to deliver written notice to the County stating whether or not the Port will, prior to closing, remove or otherwise cure some or all of the matters described in the County's Title Objection Notice. Should the Port fail to timely respond to the County's Title Objection Notice, the Port shall be deemed to have refused to remove or cure all of the matters described in the County's Title Objection Notice. Should the Port refuse to remove or cure any of the matters objected to in the County's Title Objection Notice, the County must elect one of the following: (i) to accept the defects or encumbrances on title that the Port refuses to remove or cure, in which case such defects or encumbrances shall become Permitted Exceptions, and proceed with the transaction contemplated by this Agreement; or (ii) to terminate this Agreement. The County shall provide the Port with written notice of its decision within thirty (30) days of receiving the Port's response to the County's Title Objection Notice, or, in the event the Port failed to timely respond to the County's Title Objection Notice, within thirty (30) days of the date on which the Port's response to the County's Title Objection Notice was due. Should the County fail to deliver written notice of the County's decision to the Port within the time period specified above, the County shall be deemed to have elected to accept this Agreement. In the event the County elects to terminate this Agreement pursuant to this Section 4.3, all rights and obligations of the Port and the County under this Agreement shall terminate and be of no further force or effect.

4.4 Title Insurance Policy. The Port shall deliver to the County, as soon as reasonably possible after the Closing Date or Outside Closing Date, at the Port's sole cost and expense, an ALTA owner's standard coverage form title insurance policy in favor of the County, insuring the County's title in and to the Property in the amount of the full Purchase Price, subject only to the standard form printed exceptions and the Permitted Exceptions (the "Title Policy"). The County may, at its own expense, obtain endorsements to the Title Policy.

5. Due Diligence.

5.1 County's Due Diligence. The County shall have one hundred twenty (120) days from the Effective Date in which it may, but need not, perform due diligence investigations (the "Due Diligence Period"). During the Due Diligence Period, the County and its employees, agents and/or contractors may enter onto the Property and undertake such surveys, studies and tests of the soils, air and water on, in or under the Property as the County may deem desirable all subject, however, to the rights of Eastside Community Rail to operate trains pursuant to the Freight Easement. In exercising the rights provided by this Section 5.1, the County shall reasonably coordinate its entries onto the Property with the Port and with Eastside Community Rail, should such coordination be needed for any of the activities the County desires to undertake. Upon completion of any testing, the County shall restore the Property to substantially the same condition as existed prior to the test. The County shall defend, indemnify and hold harmless the Port from and against all liability, cost, damage and

REAL ESTATE PURCHASE AND SALE AGREEMENT 4 expense (including, but not limited to, attorneys' fees) in connection with all claims, suits and actions of any kind made or brought against the Port, its officers, agents or employees by any person or entity as a result of or on account of actual or alleged injuries or damages to persons, entities or property received or sustained, in any way arising out of, in connection with, or as a result of the acts or omissions of the County, its officers, agents or employees, in exercising its rights under the right of entry granted herein. The County's obligations under this Section 5.1 shall survive the termination of this Agreement.

5.2 Reports, Studies and Other Materials. Within thirty (30) days of the Effective Date, the Port shall, at its expense, deliver to the County copies of all material information in the Port's possession concerning the physical condition of the Property, including: soil, air or groundwater tests; engineering inspections, studies or reports; environmental studies, records, audits or reports; notices from and/or correspondence with government entities; court orders and/or consent decrees; maps; plans; permits; as-builts operating agreements and records; leases; contract; surveys; and any other documents or materials relevant to the County's proposed acquisition of the Property (collectively, the "Reports"). The Port makes no representations or warranties with respect to the accuracy or completeness, methodology of preparation or otherwise concerning the contents of such reports.

5.3 Right to Terminate. At any time during the Due Diligence Period, the County may elect to terminate this Agreement if, in its sole discretion, the County determines from the results of its due diligence investigations and/or any of the Reports produced by the Port that (i) a condition exists on the Property that materially impairs the County's ability to develop and/or maintain a regional trail and other public uses and transportation uses, or (ii) environmental conditions exist on the Property that create a level of risk unacceptable to the County. Alternatively, and subject to approval of the Parties' respective legislative bodies, the Parties may renegotiate this Agreement based on the results of the due diligence investigation and as provided in Section 22.7. If the County elects to terminate this Agreement pursuant to this Section 5.3, the County must deliver written notice to the Port prior to the expiration of the Due Diligence Period and provide the Port with copies of all reports obtained by the County during its due diligence efforts. Upon the Port's receipt of such notice, this Agreement shall immediately terminate and be of no further force or effect.

6. Conveyance of Title.

Upon the closing of the transaction contemplated by this Agreement, the Port shall deliver to the County a Quit Claim Deed for the Property, in the form attached to this Agreement as Exhibit D (the "Deed"), subject only to the following: (i) the Permitted Exceptions; and (ii) the lien of any real estate taxes for the current year that are not yet due and payable. In addition, upon the closing of the transaction contemplated by this Agreement, the Port shall deliver to the County (a) a Bill of Sale for the Improvements, including the Snohomish River Bridge, in the form attached to this Agreement as Exhibit E, and (b) an Easement Transfer and Bill of Sale for the Bridge Easement, in the form attached to this

REAL ESTATE PURCHASE AND SALE AGREEMENT 5 Agreement as Exhibit F .

7. Condition of the Property.

7.1 Disclaimer of Warranties. Subject to the Port's express representations, warranties, covenants and obligations under this Agreement, THE COUNTY IS NOT RELYING ON, AND HEREBY WAIVES WARRANTY OF MERCHANTABILITY, HABITABILITY, FITNESS FOR A PARTICULAR PURPOSE AND ANY OTHER REPRESENTATION OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND WHATSOEVER FROM THE PORT WITH RESPECT TO ANY MATTERS CONCERNING THE PROPERTY including, but not limited to the physical condition of the Property; zoning status; tax consequences of this transaction; utilities; operating history or projections or valuation; compliance by the Property with Environmental Laws, as defined in Section 14 below, or other laws, statutes, ordinances, decrees, regulations and other requirements applicable to the Property; the presence of any Hazardous Substances, as defined in Section 14 below, wetlands, asbestos, lead, lead-based paint or other lead containing structures, urea formaldehyde, or other environmentally sensitive building materials in, on, or under the Property; the condition or existence of any of the above ground or underground structures or improvements, including tanks and transformers in, on or under the Property; the condition of title to the Property, and the Third Party Leases, Licenses, Contracts, permits, orders, or other agreements, affecting the Property.

7.2 No Reliance by County. The County represents and warrants to the Port that except for the Port's express representations, warranties, covenants and obligations under this Agreement, the exhibits hereto and the BNSF Remediation Obligation, the County has not relied and will not rely on, and the Port is not liable for or bound by, any warranties, guaranties, statements, representations or information pertaining to the Property or relating thereto made or furnished by the Port, any agent or contractor of the Port, or any real estate broker or agent representing or purporting to represent the Port, to whomever made or give, directly or indirectly, orally or in writing.

7.3 Survival. Notwithstanding any provision of this Agreement to the contrary, the provisions of this Section 7 shall survive the closing of the transaction contemplated herein and the delivery of the Deed to the County. The County and the Port acknowledge that their willingness to enter into this Agreement reflects that the Property is being conveyed subject to the provisions of this Section 7.

8. Partial Assignment and Assumption of O &M Agreement.

8.1 Active Rail Service. The County acknowledges that as of the Effective Date of this Agreement, the Property is not "railbanked" (as defined and described in Section 8(d) of the National Trails System Act, also known as the "Rails to Trails Act," 16 USC § 1247(d) and 49 CFR § 1152.29) and is presently subject to active freight rail operations pursuant to the O&M Agreement as described in Recital F. The County further

REAL ESTATE PURCHASE AND SALE AGREEMENT 6 acknowledges that as of the Effective Date of this Agreement, excursion rail operations on the Property are not an active use and require Port consent under the terms of the O&M Agreement.

8.2 Partial Assignment of O&M Agreement. Upon the closing of the transaction contemplated by this Agreement, the Port shall assign to the County, by means of an assignment agreement substantially in the form attached to this Agreement as Exhibit G (the "Partial Assignment and Assumption of Operations and Maintenance Agreement"), the Port's right, title and interest in the O&M Agreement to the extent the O&M Agreement affects the Property. The Port shall retain all its right, title and interest in the O&M Agreement to the extent the O&M Agreement affects other areas of the Woodinville Subdivision that do not include the Property.

9. Assignment and Assumption of Third Party Leases, Licenses and Contracts.

9.1 Existence of Third Party Leases, Licenses and Contracts. The Property is currently encumbered by multiple unrecorded third party leases, licenses, contracts, permits or other agreements as more specifically identified in Exhibit C (the "Third Party Leases, Licenses and Contracts").

9.2 Assignment of Third Party Leases, Licenses and Contracts. Upon the closing of the transaction contemplated by this Agreement, the Port shall assign all of its right, title and interest in the Third Party Leases, Licenses and Contracts affecting the Property to the County by means of an assignment agreement substantially in the form attached to this Agreement as Exhibit H (the "Assignment and Assumption of Third Party Leases, Licenses and Contracts").

10. Transfer of Bridge Easement.

10.1 Existence and Necessity of Bridge Easement. The Port acknowledges that in order to develop, operate and maintain a regional trail and other public uses and transportation uses along the Property, the County must acquire a right, title or interest in the Bridge Easement that was previously assigned to GNP and is now held by Eastside Community Rail.

10.2 Partial Rescission of Assignment. Upon the closing of the transaction contemplated by this Agreement, the Port shall deliver to the County a copy of a duly executed and acknowledged Partial Rescission of Assignment of Easement Agreement for Snohomish Bridge (the "Rescission Agreement"), in a form to be negotiated between the Port, the County, and Eastside Community Rail, and executed by the Port and Eastside Community Rail.

10.3 Transfer of Bridge Easement. Upon the closing of the transaction contemplated by this Agreement, the Port shall transfer to the County all of its remaining

REAL ESTATE PURCHASE AND SALE AGREEMENT 7 right, title and interest in the Bridge Easement by means of easement transfer and bill of sale in the form attached to this Agreement as Exhibit F (the `Basement Transfer and Bill of Sale").

11. Surface Transportation Board. The County shall apply for an exemption or seek a ruling of non jurisdiction from the Surface Transportation Board as may be necessary to complete the transaction contemplated by this Agreement. The Port shall reasonably cooperate with the County in connection with any hearings or filings necessary to obtain the exemption or jurisdictional ruling. In the event that the Surface Transportation Board does not approve the exemption or issue a ruling of non jurisdiction prior to the Closing Date or Outside Closing Date, either party may extend the Closing Date for an additional six months by delivering notice to the other party prior to or on the Closing Date or Outside Closing Date, provided, however, that in no case shall the Closing Date be extended beyond December 31, 2014, absent written agreement of the parties to a further extension. Upon termination of this Agreement pursuant to this Section 11, this Agreement shall immediately terminate and be of no further force or effect.

12. Covenants, Representations and Warranties of the Port. The Port hereby makes the following covenants, representations and warranties to the County, which covenants, representations and warranties shall be deemed made by the Port to the County as of the Effective Date and again as of the Closing Date:

(i) The Port 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;

(ii) From the Effective Date to the Closing Date, the Port will notify the County of each event of which the Port becomes aware is affecting the Property or any part thereof, promptly upon learning of the occurrence of such event;

(iii) There is no litigation, action, proceeding or investigation pending or threatened which pertains to the Property or the Port's ownership thereof, other than a lawsuit filed in King County Superior Court under Cause No. 10-2-25591-5 SEA challenging the authority of the Port to purchase portions of the Woodinville Subdivision in that certain case captioned Lane, et al v. the Port of Seattle et. al. , currently on appeal to the Supreme Court of the State of Washington. If, at any time subsequent to closing, a final judicial decree in Lane nullifies, changes or alters all or any portion of the Port's acquisition of interests in the Property (1) such action shall not be a breach of the covenants, representations and warranties of the Port, and (2) upon thirty (30) days written notice from the County, the Port shall deliver to the County the amount of the Purchase Price paid by the County to the Port at the time of the County's notice (the "Full Reimbursement"), PROVIDED, HOWEVER, that if the Lane action nullifies only a portion of the Port's acquisition of interests in the Property, the County shall employ an appraiser to value the portion of the property rights affected by such action as of the date of closing, which value

REAL ESTATE PURCHASE AND SALE AGREEMENT 8 shall be used to reduce the Full Reimbursement to the County (the "Adjusted Reimbursement"). Upon thirty (30) days written notice from the County, the Port shall deliver the Adjusted Reimbursement amount to the County. The Port and the County shall share equally in the cost of the appraisal. These obligations under this Subsection 12(iii) shall survive closing.

(iv) To the best of the Port's knowledge, neither the whole nor any portion of the Property is subject to temporary requisition or use by any governmental authority or has been condemned or taken in any proceeding similar to a condemnation proceeding, nor is any such proceeding contemplated;

(v) The Port has not received any written notice of, and the Port has no knowledge of, any written notice from any governmental authority alleging any uncured existing violation of any applicable governmental laws, statutes, ordinances, rules, codes, regulations or orders, including Environmental Laws, affecting the Property;

(vi) The Port has no knowledge, nor has the Port received written notice, of any default or breach by the Port under any covenants, conditions, restrictions, rights of way, easements, leases, licenses or contracts affecting the Property or any portion thereof,

(vii) From the Effective Date to the Closing Date, the Port will not grant or create any easement, right-of-way, encumbrance, restriction, covenant, lease, license, option to purchase or other right which would affect the Property prior to or after closing without the County's written consent first having been obtained;

In the event any of the covenants, representations or warranties contained in this Section 12 become untrue prior to the date of closing as a result of occurrences or information received by the Port subsequent to the Effective Date of this Agreement, the Port shall promptly notify the County, in writing, and, within ten (10) days after receiving such notice, the County may elect to (i) waive any objections and proceed with Closing, or (ii) terminate this Agreement by delivering written notice of termination to the Port. The covenants and representations made by the Port in this Section 12 shall survive the closing of the transaction contemplated by this Agreement and shall not merge into the Deed.

13. Covenants, Representations and Warranties of the County. The County hereby makes the following covenants, representations and warranties to the Port, which covenants, representations and warranties shall be deemed made by the County to the Port as of the Effective Date and again as of the Closing Date:

(i) The County is a political subdivision 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;

(ii) From the Effective Date to the Closing Date, the County will timely perform

REAL ESTATE PURCHASE AND SALE AGREEMENT 9 all of its monetary and non-monetary obligations required by the terms of this Agreement to be performed by the County; and

(iii) There is no litigation, action, proceeding or investigation pending or threatened against the County that could prevent or impair the County's obligations hereunder.

In the event any of the covenants, representations or warranties contained in this Section 13 become untrue prior to the date of closing as a result of occurrences or information received by the County subsequent to the Effective Date of this Agreement, the County shall promptly notify the Port, in writing, and, within ten (10) days after receiving such notice, the Port may elect to (i) waive any objections and proceed with Closing, or (ii) terminate this Agreement by delivering written notice of termination to the County. The covenants and representations made by the County in this Section 13 shall survive the closing of the transaction contemplated by this Agreement and shall not merge into the Deed.

14. Hazardous Substances.

14.1 Definition of Environmental Law. The term "Environmental Law" means any federal, state or local statute, regulation, code, rule, ordinance, order, judgment, decree, injunction or common law pertaining in any way to the protection of human health or the environment, including without limitation the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Toxic Substances Control Act, the Model Toxics Control Act, the Water Pollution Control Act, laws concerning above ground or underground storage tanks, and any similar or comparable state or local law.

14.2 Definition of Hazardous Substance. The term "Hazardous Substance" means any hazardous, toxic, radioactive or infectious substance, material or waste as defined, listed or regulated under any Environmental Law, and includes without limitation petroleum oil and any of its fractions.

14.3 Release from Liability. The County acknowledges that the Property may contain Hazardous Substances, and that Hazardous Substances released onto the Property may have migrated onto neighboring properties at times prior to the Effective Date. The Port acknowledges that the County is not in possession or control of the Property as of the Effective Date. Except as otherwise provided in this Section 14 and Section 7, the County waives, releases and discharges forever the Port from any and all present or future claims or demands and any and all damages, losses, injuries, liabilities, causes of action (including without limitation, causes of action in tort), costs and expenses (including without limitation fines, penalties and judgments and attorney's fees) of any and every kind or character, known or unknown (collectively "Losses") that the County might have asserted against the Port arising from or in any way related to environmental conditions in, at, on, under or originating from the Property or the alleged presence, use, storage, generation, manufacture, transport, release, leak, spill, disposal or other handling of any Hazardous Substances in, on or under

REAL ESTATE PURCHASE AND SALE AGREEMENT 10 the Property. Losses shall include without limitation (a) the cost of any investigation, removal, remedial or other response 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 the Effective Date. Nothing in this Agreement shall be construed to waive or discharge any rights or claims the County may hold under the Environmental Laws, agreements or deeds, including the BNSF Remediation Obligation, to seek indemnity or contribution from BNSF or other parties other than the Port for Losses arising from or in any way related to environmental conditions on the Property.

14.4 Indemnification by the County. The BNSF Remediation Obligation obligates BNSF, in specified situations, to investigate, remediate, respond to or otherwise cure (collectively, "Remediate" or "Remediation") certain environmental conditions related to releases of Hazardous Substances or the violation of any Environmental Law. Effective upon the closing of the transaction contemplated by this Agreement, and pursuant to the BNSF Deed and the Clarification to Assignment of BNSF Remediation Obligation described in Section 14.5 below, the Port assigns to the County all rights and obligations it holds to the BNSF Remediation Obligation in so far as those rights and obligations pertain to the Property. Thereafter, as between the County and the Port, the County will be responsible for all costs of Remediation of Hazardous Substances released on or from the Property or violations of any Environmental Law relating to the Property except to the extent (i) caused by or resulting from the acts of Port or its officers, employees, agents or contractors, or (ii) materially exacerbated by the acts of the Port or its officers, employees, agents or contractors so as to release BNSF from or reduce its liability under the BNSF Remediation Obligation. The County further agrees to indemnify and defend the Port against any and all Losses, as defined in Section 14.3 above, that the Port sustains as a result of claims by third parties, including but not limited to BNSF and federal, state and local regulatory agencies for damages or remediation costs related to environmental conditions in, at, on, under or originating from the Property, except that the County shall have no duty to indemnify or defend the Port for Losses sustained as a result of claims (i) attributable to the operations of GNP and/or Eastside Community Rail, and (ii) that arose during any period of time in which there was a lapse in the insurance required of GNP, Eastside Community Rail and/or Ballard Terminal Railroad Company LLC (subcontractor to Eastside Community Rail) by the O&M Agreement. The Port agrees that in the event the County is required to Remediate Hazardous Substances released on or from the Property, the Port shall cooperate with the County to obtain reimbursement of costs of Remediation from BNSF as provided in the BNSF Remediation Obligation found in the BNSF Deed.

14.5 Clarification to Assignment of BNSF Remediation Obligation. Upon the closing of the transaction contemplated by this Agreement, the Port shall deliver to the County a copy of a letter executed by the Port and King County clarifying the intent of the Port and King County regarding the allocation of rights and obligations as to BNSF Remediation Obligation (the Clarification to Assignment Agreement"), in a form negotiated between the Port, the County, and King County. The Clarification to Assignment Agreement

REAL ESTATE PURCHASE AND SALE AGREEMENT 11 shall clarify that the BNSF Remediation Obligation was allocated to King County only insofar as such obligations and rights apply to the section of the Woodinville Subdivision purchased by King County in fee, as described in Recital I, and not to the King County Easement.

14.6 Survival. The provisions of this Section 14 shall survive the closing of the transaction contemplated by this Agreement and shall not merge into the Deed. The County and the Port acknowledge that their willingness to enter into this Agreement reflects that the Property is being conveyed subject to the provisions of this Section 14.

15. Indemnification,

15.1 Immunity Under Applicable Law. Nothing in this Section 15 shall limit the ability of the Port, the County or both of them to avail themselves of the protection offered by any applicable law affording immunity to the Port or the County, including, to the extent applicable, RCW 4.24.210, or any successor statute.

15.2 Indemnification by Port. Subject to and without in any way limiting the provisions of Section 7 and Section 14 of this Agreement, the Port shall indemnify, defend and hold the County, its successors and assigns, harmless from and against all liabilities, suits, losses, costs, damages, claims, expenses, penalties and/or charges, including, without limitation, reasonable attorneys' fees and disbursements, suffered or incurred by reason of (i) the breach of any representation, warranty or agreement of the Port set forth in this Agreement; (ii) the failure of the Port to perform any obligation required to be performed by it under this Agreement; (iii) any liabilities arising out of the ownership, maintenance and/or operation of the Property by the Port prior to closing; or (iv) any accidents, damages or injuries to persons or property from any cause occasioned in whole or in part by any acts or omissions of the Port, its agents and employees, that occur prior to closing. The Port upon notice from the County shall defend any such claim at its expense and with counsel reasonably satisfactory to the County. This indemnification is intended for the sole benefit of the County and shall not inure to the benefit of any third party.

15.3 Indemnification by County. Subject to and without in any way limiting the provisions of Section 7 and Section 14 of this Agreement, the County shall indemnify, defend and hold the Port, its successors and assigns, harmless from and against all liabilities, suits, losses, costs, damages, claims, expenses, penalties and/or charges, including, without limitation, reasonable attorneys' fees and disbursements, suffered or incurred by reason of (i) the breach of any representation, warranty or agreement of the County set forth in this Agreement; (ii) the failure of the County to perform any obligation required to be performed by it under this Agreement; (iii) any liabilities arising out of the ownership, maintenance and/or operation of the Property by the County after closing; or (iv) any injuries to persons or property from any cause occasioned in whole or in part by any acts or omissions of the County, its agents and employees, that occur after closing. The County upon notice from the Port shall defend any such claim at its expense and with counsel reasonably satisfactory to the Port. This indemnification is intended for the sole benefit of

REAL ESTATE PURCHASE AND SALE AGREEMENT 12 the Port and shall not inure to the benefit of any third party.

15.4 Waiver of Immunity. Solely to give full force and effect to the indemnities contained herein and not for the benefit of any third party, each Party specifically and expressly waives any immunity it may have under Washington State Industrial Act, RCW Title 51, and acknowledges that this waiver was mutually negotiated by the parties herein. This provision shall not be interpreted or construed as a waiver of any party's right to assert such immunity, defense or protection directly against any of its own employees. In no event shall either party's indemnification obligations under this Agreement be limited to the extent of any insurance available to or provided by the obligated party.

15.5 Survival. The provisions of this Section 15 shall survive the closing of the transaction contemplated by this Agreement and shall not merge into the Deed.

16. Closing.

16.1 Closing Date. The closing of the transaction contemplated by this Agreement (the "Closing") shall occur through the escrow department of the Title Company (the "Escrow Agent") on or about May 30, 2014 (the "Closing Date"); provided that in no event shall the Closing occur later than June 27, 2014 (the "Outside Closing Date"). Except as provided in Section 11, if the transaction fails to close by the Outside Closing Date, either party may terminate this Agreement by delivering written notice of termination to the other party. Alternatively, the Parties may further extend the Closing Date by amending this Agreement as provided in Section 22.7 below.

16.2 Escrow Deposits by Port. On or before the Closing Date, the Port shall deliver the following to the Escrow Agent:

(i) The duly executed and acknowledged Deed, in the form attached to this Agreement as Exhibit D;

(ii) An executed real estate excise tax affidavit for the Property, in the form required by Washington law;

(iii) The duly executed and acknowledged Bill of Sale, in the form attached to this Agreement as Exhibit E;

(iv) The duly executed and acknowledged Easement Transfer and Bill of Sale, in the form attached to this Agreement as Exhibit F;

(v) Two (2) executed and acknowledged counterpart originals of a Partial Assignment and Assumption of Operations and Maintenance Agreement, in the form attached to this Agreement as Exhibit G;

(vi) Two (2) executed and acknowledged counterpart originals of an Assignment and Assumption of Third Party Leases, Licenses and Contracts Agreement, in

REAL ESTATE PURCHASE AND SALE AGREEMENT 13 the form attached to this Agreement as Exhibit H and including an updated schedule of any Third Party Leases, Licenses and Contracts of which the Port has become aware or has entered into since the Effective Date pursuant to Section 17 below;

(vii) An original affidavit pursuant to Section 1445(b)(2) of the Federal Internal Revenue Code (the "Federal Code"), certifying that the Port is not a foreign person under the meaning of the Federal Code, in the form attached to this Agreement as Exhibit I;

(viii) A copy of a duly executed and acknowledged Partial Rescission of Assignment of Easement Agreement for Snohomish Bridge as described in Section 10.2 above;

(ix) A copy of a duly executed and acknowledged Clarification to Assignment of Rights and Obligations as to BNSF Remediation Obligation as described in Section 14.5 above;

(x) The Port's approved estimated settlement statement; and

(xi) Any other documents, instruments, records or correspondence reasonably required by the Escrow Agent to consummate the purchase of the Property in accordance with the terms of this Agreement.

16.3 Escrow Deposits by County. On or before the Closing Date, the County shall deliver the following to the Escrow Agent:

(i) The Purchase Price, in cash (United States funds);

(ii) One duly executed and acknowledged counterpart original of the Deed, in the form attached to this Agreement as Exhibit D ;

(iii) An executed real estate excise tax affidavit for the Property, in the form required by Washington law;

(iv) One duly executed and acknowledged counterpart original of the Bill of Sale, in the form attached to this Agreement as Exhibit E;

(v) One duly executed and acknowledged counterpart original of the Easement Transfer and Bill of Sale, in the form attached to this Agreement as Exhibit F;

(vi) Two (2) executed and acknowledged counterpart originals of a Partial Assignment and Assumption of Operations and Maintenance Agreement, in the form attached to this Agreement as Exhibit G ;

(vii) Two (2) executed and acknowledged counterpart originals of an Assignment and Assumption of Third Party Leases, Licenses and Contracts Agreement, in

REAL ESTATE PURCHASE AND SALE AGREEMENT 14 the form attached to this Agreement as Exhibit H ;

(viii) The County's approved estimated settlement statement; and

(ix) Any other documents, instruments, records or correspondence reasonably required by the Escrow Agent to consummate the purchase of the Property in accordance with the terms of this Agreement.

16.4 Closing Costs. Through escrow at Closing, the Port shall pay (i) the premium for the Title Policy described in Section 4 of this Agreement and (ii) one half of the Escrow Agent's escrow fee. Through escrow at Closing, the County shall pay (a) the cost of recording the Deed, (b) one half of the Escrow Agent's escrow fee, (c) the cost of any endorsements to the Title Policy requested by County. Each party shall bear its own legal fees. Property taxes for the current year, if any, will be prorated as of Closing. Water and other utilities shall be prorated as of Closing. Rents under any Third Party Leases, Licenses or Contracts burdening the Property shall be pro-rated as of closing, provided, that the requirement for proration of rents shall apply only to Third Party Leases, Licenses or Contracts with cumulative annual payments exceeding Five Hundred Dollars ($500.00). All other costs of Closing, if any, shall be borne by the Port and the County in a manner consistent with local practice for the county in which the Property is located. Upon the request of either party, adjustments shall be made between the parties after the date of closing for the actual amount of any prorations made on the basis of estimates as of the date of closing.

17. Leases, Licenses and Contracts Affecting the Property. During the period of time between the Effective Date of this Agreement and the date of closing, the Port shall not enter into any leases, sub-leases, licenses or other contracts affecting all or any portion of the Property without the prior approval of the County. The County shall give written notice to the Port of its approval or disapproval of any such proposed contract within thirty (30) days of receiving same from the Port. Should the County fail to respond to a request for approval of a proposed contract within the specified time period, the County's approval of such contract shall be deemed given.

18. Risk of Loss. In the event of material loss of or damage to the Property prior to closing, the County may terminate this Agreement by giving written notice of termination to the Port.

19. Eminent Domain. If prior to the date for closing, title to all or any part of the Property is taken by eminent domain, the County may, by written notice to the Port, elect to cancel this Agreement prior to the date set for closing by delivering written notice of its election to the Port. In the event the County elects to terminate this Agreement pursuant to this Section 19, all rights or obligations of the Port and the County under this Agreement shall immediately terminate and be of no further force or effect. Unless this Agreement is so canceled, it shall remain in full force and effect and the Port shall assign, transfer and set over to the County all the Port's right, title and interest in and to any awards that may be

REAL ESTATE PURCHASE AND SALE AGREEMENT 15 made for such taking.

20. Default and Remedies. If there is an event of default under this Agreement by either Party, the non-defaulting Party will be entitled (i) to seek specific performance of the defaulting Party's obligations under this Agreement or (ii) to terminate this Agreement by written notice to the defaulting Party and Escrow Agent. If the non-defaulting Party elects to terminate this Agreement, all documents will be immediately returned to the Party who deposited them, and neither Party will have any further rights or obligations under this Agreement, except as otherwise provided in this Agreement, other than that the defaulting Party shall pay any costs of terminating the escrow and any cancellation fee for the Preliminary Commitment.

21. Notices. All notices to be given by each Party to the other pursuant to this Agreement shall be delivered in person, by facsimile or deposited in the United States mail, properly addressed, postage fully prepaid, for delivery by certified or registered mail, return receipt requested. Notices given by personal delivery or facsimile shall be deemed effective upon receipt (provided notice by facsimile is on a business day and receipt is acknowledged); notices given by mail shall be deemed effective on the third business day after deposit. Notices may be given at the following addresses and facsimile numbers, until further notice by either party:

If to Port: Port of Seattle Real Estate Division PO Box 1209 Seattle, WA 98111 Attn: Managing Director Real Estate Division Facsimile: (206) 787-3280

With a copy to: Port of Seattle Legal Department PO Box 1209 Seattle, WA 98111 Attn: General Counsel Facsimile: (206) 787-3205

If to the County: Snohomish County 3000 Rockefeller Avenue Administration Building West, 6t" Floor M/S 407 Everett, WA 98201 Attn: Peter Camp Facsimile: (425) 388-6333

With a copy to: Snohomish County Prosecuting Attorney's Office 3000 Rockefeller Avenue Robert Drewel Building, 8 ti' Floor

REAL ESTATE PURCHASE AND SALE AGREEMENT 16 M/S 504 Everett, WA 98201 Attn: Civil Division Facsimile: (425) 388-6333

22. Miscellaneous.

22.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and any and all prior agreements, understandings or representations with respect to its subject matter are hereby canceled in their entirety and are of no further force or effect.

22.2 Governing Law. This Agreement shall be governed by and enforced in accordance with the laws of the State of Washington. The venue of any action arising out of this Agreement shall be in the Superior Court of the State of Washington, in and for Snohomish County.

22.3 Interpretation. This Agreement and each of the terms and provisions of it are deemed to have been explicitly negotiated by the parties, and the language in all parts of this Agreement shall, in all cases, be construed according to its fair meaning and not strictly for or against either of the parties hereto. The captions and headings in this Agreement are used only for convenience and are not intended to affect the interpretation of the provisions of this Agreement. This Agreement shall be construed so that wherever applicable the use of the singular number shall include the plural number, and vice versa, and the use of any gender shall be applicable to all genders.

22.4 Severability. If any provision of this Agreement or the application thereof to any person or circumstance shall, for any reason and to any extent, be found invalid or unenforceable, the remainder of this Agreement and the application of that provision to other persons or circumstances shall not be affected thereby, but shall instead continue in full force and effect, to the extent permitted by law.

22.5 Legislative Approval. The parties' performances under this Agreement are contingent on approval of thisAgreement by each party's respective legislative body and in accordance with applicable law.

22.6 Warranty of Authority. Each of the signatories hereto warrants and represents that he or she is competent and authorized to enter into this Agreement on behalf of the Party for whom he or she purports to sign this Agreement. Each person signing this Agreement also represents and warrants that no other person's signature is needed in order (i) for this Agreement to be binding on such Party, or (ii) to release the claims, demands, actions and causes of action that such Party is purporting to release.

22.7 Modification or Amendment. No amendment, change or modification of this Agreement shall be valid, unless in writing and signed by all of the

REAL ESTATE PURCHASE AND SALE AGREEMENT 17 Parties hereto.

22.8 No Waiver. No term or condition of this Agreement will be deemed to have been waived or amended unless expressed in writing, and the waiver of any condition or the breach of any term will not be a waiver of any subsequent breach of the same or any other term or condition.

22.9 No Third Party Beneficiaries. This Agreement is made for the exclusive benefit of the Parties hereto. There are no third party beneficiaries to this Agreement.

22.10 No Joint Venture. Nothing contained in this Agreement shall be construed as creating any type or manner of partnership, joint venture or other joint enterprise between the parties.

22.11 No Brokers. The Port and the County each hereby represents, warrants to and agrees with the other that it has not had any contact or dealings regarding the Property, or any communication in connection with the subject matter of this transaction, through any licensed real estate broker or other person who can claim a right to a commission or finder's fee as a procuring cause of the purchase and sale contemplated by this Agreement. If any broker or finder perfects a claim for a commission or finder's fee based on any other contract, dealings or communication, the party through whom the broker or finder makes his or her claim will be responsible for that commission or fee and shall indemnify, defend and hold harmless the other party from and against any liability, cost or damages (including attorneys' fees and costs) arising out of that claim. The provisions of this Section 22.11 shall survive the Closing or earlier termination of this Agreement.

22.12 No Merger. The terms and provisions of this Agreement shall not merge into, but shall survive, the Closing of the transaction contemplated by this Agreement and the Deed to be delivered pursuant hereto.

22.13 Time of the Essence. Time is of the essence of each and every provision of this Agreement. The Parties agree that strict compliance by both of them is required with respect to any date set forth in this Agreement.

22.14 Exhibits. The following Exhibits, which are attached to this Agreement, are incorporated herein and by this reference made a part of this Agreement:

EXHIBIT A - Legal Description of the Property

EXHIBIT B - Diagram Map Showing Property

EXHIBIT C - Schedule of Third Party Leases, Licenses and Contracts

EXHIBIT D - Form of Quit Claim Deed

EXHIBIT E - Form of Bill of Sale

EXHIBIT F - Form of Easement Transfer and Bill of Sale

EXHIBIT G - Form of Partial Assignment and Assumption of Operations and

REAL ESTATE PURCHASE AND SALE AGREEMENT 18 Maintenance Agreement EXHIBIT H - Form of Assignment and Assumption of Third Party Leases, Licenses and Contracts EXHIBIT I - Non-Foreign Person Affidavit

22.15 Computation of Time. Except where expressly provided to the contrary, as used in this Agreement, the word "day" shall mean "calendar day," and the computation of time shall include all Saturdays, Sundays and holidays for purposes of determining time periods specified in this Agreement. If the final date of any period of time set out in any provision of this Agreement falls upon a Saturday or a Sunday or a legal holiday, then in such event, the time of such period shall be extended to the next day that is not a Saturday, Sunday or legal holiday. As used in this Agreement, the term "Business Day" shall mean a day that is not a Saturday, Sunday or a legal holiday.

22.16 Execution in Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original and all of which shall constitute one and the same agreement.

[The remainder of this page is intentionally left blank.]

REAL ESTATE PURCHASE AND SALE AGREEMENT 19 IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written.

S. COUNTY:

The Port of Seattle, a municipal Snohomish County, a political subdivision of corporation of the State of Washington the State of Washington

Name: Title:

Approved as to Form:

Deputy Prose ut g Attorney

[The remainder of this page is intentionally left blank.]

REAL ESTATE PURCHASE AND SALE AGREEMENT 20 EXHIBIT A Legal Description of Property

[See attached.]

REAL ESTATE PURCHASE AND SALE AGREEMENT A-1 Exhibit A - Legal Description of Property r

, , iii

GRANTOR: PORT OF SEATTLE

GRANTEE: SNOHOMISH COUNTY

ABBREVIATED LEGAL DESCRIPTION: Snohomish County: Ptn BNSF Railway Company's Snohomish to Woodinville, Washington Branch Line right-of-way lying within the following:

SW ^/ Sec.18,T28N,R.6E; Lts. 4 & 5, Blk. 2, Snohomish City Eastern Part, Vol. 1, Pg. 7; Govt. Lts. 1 & 2 & NW i/, Sec. 1 9,T28N,R6E; NE 1/ & SE 1/, Sec.24,T28N,R5E; NE'/ Sec.25,T28N,R5E; Govt. Lts. 1, 2, 3, 5 & 6 Sec.30, T28N,R6E; Govt. Lts. 3, 4 & 8, SW '/ & NW % Sec.31,T28N,R6E; Lt. 139 Cathcart; Govt. Lts. 4, 5, 6 & 7 Sec.6,T27N,R6E; Govt. Lts. 1, 2, 3, & 4 & SW %, Sec.7,T27N,R6E; Govt. Lts. 2, 3 & 4 & NW '/, Sec.18,T27N,R6E; Govt. Lts. I & 2 Sec.19,T27N,R6E; NE 1/, Sec.12,T27N,R5E; NE %, SW 1/, & SE 1/, Sec.24,T27N,R5E; NW ¼ & SW %, Sec.25,T27N,R5E; Sec.26,T27N.R5E; and SW '/, SE %, & NE %, Sec 34,T27N,R5E.

SNOHOMISH COUNTY AUDITOR'S TAX PARCEL NUMBER: 00000000000 100 (No Tax Parcel assigned)

Page 1 of 9 [oio7 1 i f i1u►i&i

All that portion of BNSF Railway Company's (formerly Northern Pacific Railway Company) City of Snohomish (MP 38.3) to (MP 26.384), Washington Branch Line right of way, varying in width on each side of said Railway Company's Main Track centerline, as now located and constructed upon, over and across Snohomish County, Washington, more particularly described as follows, to-wit

That portion of that certain 60.0 foot wide Branch Line right of way being 30 0 feet on each side of said Main Track centerline, as originally located and constructed, upon, over and across State Street, as said street is shown on plat of Snohomish City Eastern Part, recorded as Instrument No. 187204125001 in Book 1, Page 7, records of the Snohomish County, Washington Auditor, lying southerly of the Easterly prolongation of the centerline of vacated Commercial Street, as said Commercial Street is shown on said plat; also

That portion of the Southerly half of vacated Commercial Street as said street is shown on the plat of Snohomish City Eastern Part, recorded as Instrument No 187204125001 in Book 1, Page 7, records of the Snohomish County, Washington Auditor, vacated by ordinance No. 354 of the City of Snohomish, State of Washington, passed May 16, 1911, described as follows:

Beginning at the northeast corner of Lot 5, Block 2 of said plat of Snohomish City Eastern Part, thence Westerly, along the northerly line of said Lot 5, a distance of 20 feet, more or less, to a point 50 feet distant westerly, when measured at right angles from the centerline of State Street, as said State Street is shown on said plat. thence Northerly, along a line 50 feet westerly from the center line of said State Street, 30 feet, more or less to the centerline of said Commercial Street, thence Easterly, along said centerline of Commercial Street, 20 feet, more or less to the northerly prolongation of the east line of said Lot 5, thence Southerly, along said northerly prolongation, 30 feet, more or less, to Point of Beginning, also,

Lots 4 and 5, of Block 2 as shown on plat of Snohomish City Eastern Part, recorded as Instrument No 187204125001 in Book 1, Page 7, records of the Snohomish County, Washington Auditor, also,

That portion of that certain 50.0 foot wide Branch Line right of way being 25.0 feet on each side of said Main Track centerline, as originally located and constructed, upon, over and across Government Lot 4, Section 18, Township 28 North, Range 6 East, W M, bounded Northeasterly by the Southwesterly Bank of the Snohomish River, and bounded Southwesterly by a line parallel with and distant 50 0 feet Northeasterly from, measured at right angles to said Railway Company's (formerly Great Northern Railway Company) Everett to Spokane Main Track centerline as originally located and constructed, together with all right, title and interest if any, to accommodate said railway company's facilities and operations over and across the Snohomish River, also

Continued on next page

Page 2 of 9 That portion of that certain 50.0 foot wide Branch Line right of way being 25.0 feet on each side of said Main Track centerline, as originally located and constructed, upon, over and across Government Lot 4, Section 18, Township 28 North, Range 6 East, W M, bounded Northeasterly by a line parallel with and distant 150.0 feet Southwesterly from, measured at right angles to said Railway Company's (formerly Great Northern Railway Company) Everett to Spokane Main Track centerline as originally located and constructed, and bounded Southerly by the Southerly line of said Government Lot 4, also

A triangular shaped tract of land being that portion of Government Lot 4, Section 18, Township 28 North, Range 6 East, W M., bounded Northeasterly by a line parallel with and distant 150 0 feet Southwesterly from, measured at right angles to said Railway Company's (formerly Great Northern Railway Company) Everett to Spokane Main Track centerline as originally located and constructed, bounded Northwesterly by a line parallel with and distant 25 feet Easterly from, measured at right angles to said Railway Company's Branch Line right of way Main Track centerline as originally located and constructed and bounded Southerly by the Southerly line of said Government Lot 4, also

That certain 0.11 acre strip of land described in deed dated September 9, 1903 from J H Shadinger and Hattie E Shadinger to Northern Pacific Railway Company recorded September 19 in Book 80, Page 296, records of Snohomish County, Washington, said 0.11 acre strip of land being described in said deed for reference as follows:

"A strip of land eighty (80) feet in width across that certain thirty-three (33) foot strip of land in Lot four (4), Section eighteen (18), Township twenty-eight (28) north, Range six (6) east, W.M, which lies immediately south of, parallel with and contiguous to the right of way of the Great Northern Railway Company across said subdivision, said eighty (80) foot strip of land having for its east and west boundaries two lines that are parallel with and respectively distant twenty-six (26) feet on the northeasterly side and fifty-four (54) feet on the southwesterly side of the center line of the proposed track which is to connect the Great Northern Railway with the Northern Pacific Railway as the same is located, staked and constructed over and across said subdivision, containing 0.11 acres, more or less", also,

That certain 1.94 acre strip of land described in deed dated September 9, 1903 from Kate G Ford, D. A. Ford, Ruth S. Ford and D. A. Ford as sole executor to Northern Pacific Railway Company recorded September 19 in Book 80, Page 298, records of Snohomish County, Washington, said 1.94 acre strip of land being described in said deed for reference as follows:

"All that portion of Lot four (4), Section eighteen (18) and of Lot one (1) (or the northwest quarter of the northwest quarter) of Section nineteen (19), Township twenty-eight (28) north, Range six (6) east, W M, lying westerly of the Northern Pacific Railway Company's right of way and southerly of a line drawn parallel with and thirty-three (33) feet distant southerly from the south line of the Great Northern Railway Company's right of way and between lines drawn parallel with and respectively distant twenty-six (26) feet easterly from and fifty-four (54) feet westerly from the center

Continued on next page

Page 3 of 9 line of the proposed track which is to connect the Northern Pacific Railway with the Great Northern Railway as the same is now located, staked out and to be constructed over and across said premises, said strip of land containing 1.94 acres, more or less", also,

That certain 0.08 acre strip of land described in deed dated April 25, 1908 from Robert Henry and Margaret R Henry to Northern Pacific Railway Company recorded June 1, 1908 in Book 110 of Deeds, Page 509, records of the County Auditor, Snohomish County, Washington, said 0.08 acre strip of land being described in said deed for reference as follows:

"A strip of land thirty (30) feet wide described as follows Beginning at a point on the section line between Sections 18 and 19, Township 28 North, Range 6 East, Willamette Meridian, fifty-five (55) feet distant measured at right angles from the center line of the main track of the said Railway Company as the same is now located, constructed, maintained and operated through said sections; thence northeasterly on a line parallel with and fifty-five (55) feet distant from said center line one hundred ten (110) feet, more or less, to the south line of the Tacoma Power Company's right of way, thence southeasterly along the south line of said Tacoma Power Company's right of way thirty (30) feet to the westerly line of the present right of way of said Northern Pacific Railway Company, which line at that point is twenty-five (25) feet from the center line of the main track of said Railway Company, thence southwesterly along said westerly line of the right of way one hundred ten (110) feet, more or less, to the point where said right of way widens to fifty (50) feet on each side of said center line; thence westerly twenty-five (25) feet to point of intersection with the above described section line, thence west along said section line five (5) feet, more or less, to place of beginning, said strip being situated in Lot four (4) Section eighteen (18) and Lot one (1) Section nineteen (19) all in Township twenty-eight (28) North, Range six (6) East, Willamette Meridian and containing eight hundredths (0.08) of an acre, more or less.", also,

That portion of said Railway Company's property in Government Lot 4, Section 18, Township 28 North, Range 6 East, W M, Snohomish County, Washington, bounded Northeasterly and Southwesterly by two lines drawn parallel with and distant Southwesterly 150.0 feet and 183.0 feet, respectively, from, measured at right angles to said Railway Company's (formerly Great Northern Railway Company) Everett to Spokane Main Track centerline as originally located and constructed and bounded Southeasterly and Northwesterly by two lines drawn parallel with and distant Northwesterly 25.0 feet and 50.0 feet, respectively, from, measured at right angles to said Railway Company's Branch Line Main Track centerline as now located and constructed; also, That portion of that certain 100.0 foot wide Branch Line right of way, in the Town of Bromart, Snohomish County. Washington, being 50.0 feet on each side of said Main Track centerline, as originally located and constructed, upon, over and across Lots 1 and 2, Section 19, Township 28 North, Range 6 East, W M, Snohomish County, Washington, bounded Northerly by the North line of said Section 19, and bounded Westerly by the West line of said Section 19, also,

That portion of said Railway Company's property in Lots I and 2, Section 19, Township 28 North, Range 6 East, W M, Snohomish County, Washington, bounded as follows Westerly by a line parallel with and distant 50.0 feet Easterly from, measured at right angles to said Railway Company's Branch Line Main Track centerline as now located and constructed; Northerly by the North line of said Section 19 and Easterly by the following described line:

Continued on next page

Page 4 of 9 Beginning at a point on a line parallel with and distant 50.0 feet Southerly from, measured at right angles to said Railway Company's (formerly Great Northern Railway Company) Everett to Spokane Main Track centerline, as originally located and constructed, opposite Station 512+68.45, said point of beginning being the point of a curve to the left having a radius of 621.20 feet, thence westerly, along the are of said curve to the left and consuming a central angle of 90°57'06", an arc distance of 986.10 feet to the point of tangency of said curve, said point of tangency being 125 feet easterly, when measured at right angles from Station 1963+97.51 on said Railway Company's Branch Line Main Track centerline; thence southerly, along a line drawn parallel and/or concentric with and 125 feet easterly, when measured at right angles and/or radially, from said Branch Line Main Track centerline, to a point opposite Station 1956+00 on said Railway Company's Branch Line Main Track centerline, thence westerly, along a line drawn radially with the centerline of said Railway Company's Branch Line Main Track centerline, a distance of 25 feet, thence southerly, along a line drawn concentric with and 100 feet easterly, when measured radially, from the centerline of said Railway Company's Branch Line Main Track centerline, to a point opposite Station 1953+00 on the centerline of said Railway Company's Branch Line Main Track centerline, thence westerly along a line drawn radially with the centerline of said Railway Company's Branch Line Main Track centerline, a distance of 25 feet, thence southerly, along a line drawn concentric with and 75 feet easterly, when measured radially from said Railway Company's Branch Line Main Track centerline to the west line of said Section 19, also being the terminus of the herein described line

EXCEPTING THEREFROM, a strip of land 30 feet wide, the center line of which is 435 feet north from and parallel with the East and West centerline of said Section 19, extending from the west line of said Section 19 to the East boundary of said hereinabove described tract; ALSO EXCEPTING THEREFROM, that portion of said hereinabove described tract lying northerly of a line parallel with and distant 150.0 feet Southerly from, measured at right angles to said Railway Company's (formerly Great Northern Railway Company) Everett to Spokane Main Track centerline, as originally located and constructed; also,

That portion of that certain 100.0 foot wide Branch Line right of way, in the Town of Bromart, Snohomish County, Washington, being 50.0 feet on each side of said Main Track centerline, as originally located and constructed, upon, over and across the El/2, E1/2, Section 24, the El/2, NE1/4, Section 25, all in Township 28 North, Range 5 East, W. M., bounded Northerly by the East line of said El/2, El/2, Section 24, and bounded Southerly by the East line of said E1/2, NE1/4, Section 25, also,

That portion of that certain 100.0 foot wide Branch Line right of way, being 50.0 feet on each side of said Main Track centerline, as originally located and constructed, upon, over and across Government Lots 1, 2, 3, 5, 6, of Section 30, Township 28 North, Range 6 East, W M., bounded Westerly by the West lines of said Lots 1 and 2 and bounded Southerly by the South line of said Lot 5, also,

That portion of that certain 110.0 foot wide Branch Line right of way, being 60.0 feet Westerly and 50.0 feet Easterly of said Main Track centerline, as originally located and constructed, upon, over and across Government Lot 8 of Section 31, Township 28 North, Range 6 East, W M , bounded Northerly and Southerly by the North and South lines of said Lot 8, also,

Continued on next page

Page 5 of 9 That portion of that certain 200.0 foot wide Branch Line right of way, being 100.0 feet on each side of said Main Track centerline, as originally located and constructed, upon, over and across Government Lot 3, the NE%SW'/ and the SE%NW'4, Section 31, Township 28 North, Range 6 East, W M, bounded Northerly by the North line of said SE 1/NW % Section 31, and bounded Southerly by the South line of said Government Lot 3 and its easterly prolongation, also,

That certain 2.0 acre tract of land described in deed dated April 13, 1918 from John S. Eby to the Northern Pacific Railway Company, recorded April 20, 1918 in Volume 180 of Deeds, Page 451, records of Snohomish County, Washington, said tract being described in said deed for reference as follows:

"That property of the grantor (being the north nine hundred forty-five and five tenths (945.5) feet, more or less, of the south eleven hundred forty-three and five tenths (1143.5) feet of the north- half of the southwest quarter (N Y2 of SW %) of section thirty-one (31) in Township twenty-eight (28) North, Range six (6) East of the Willamette Meridian, west of the present right of way of said Railway Company lying between lines parallel with and distant respectively one hundred (100) and one hundred fifty (150) feet westerly from the center line of the present main track of said Railway Company, as the same is now constructed and operated over and across said section, also that portion of said N %2 of SW 1/ lying between lines parallel with and distant respectively one hundred fifty (150) and two hundred (200) feet westerly from said above named main track center line and between a line parallel with and distant one hundred ninety-eight (198) feet northerly from the south line of said government subdivision and a line drawn at right angles to said main track center line at a point distant twenty-one hundred thirty-four and eight tenths (2134.8) feet northerly from its point intersection with the south line of said section 31, containing in all two (2) acres, more or less", also,

That certain 0.35 acre tract of land described in deed dated March 25, 1918 from John Grinier and Alice Griner to the Northern Pacific Railway Company, recorded April 10, 1918 in Volume 180 of Deeds, Page 401, records of Snohomish County, Washington, said tract being described in said deed for reference as follows:

"A strip of land of the Westerly side of and adjacent to the present two hundred (200) foot right of way of said Railway Company in the south six (6) acres (or the south one hundred ninety-eight (198) feet more or less, of the north-half of the southwest quarter (N ^/2 of SW'/) of section thirty-one (31) in Township twenty-eight (28) North, Range six (6) East of the Willamette Meridian, said strip of land being more particularly described as follows:

"Beginning at a point on the south line of said N 1/2 of SW '/4, one hundred (100) feet distant westerly, measured at right angles, from the present main track of said Railway Company, as the same is now, constructed and operated over and across said section, thence northerly on a line parallel with and one hundred (100) feet distant westerly from said center line to the north line of the property of said grantors (being the north line of the south 198 feet, more or less of the above named government subdivision), thence west along said north line to a point two hundred (200) feet distant westerly, measured at right angles, from said main track center line, thence southeasterly in a straight line to a point on the south line of said above named government subdivision fifty-five (55) feet west of the point of beginning, thence east to the point of beginning, containing thirty-five hundredths (35/100) acres, more or less", also,

Continued on next page Page 6 of 9 That certain tract of land described in deed dated December 15, 1937 from Ella L Moulton to the Northern Pacific Railway Company recorded February 19, 1938 in Volume 238 of Deeds, Page 102, records of Snohomish County, Washington, said tract of land being described in said deed for reference as follows:

"That portion of Tract No 139 as shown on the official plat of CATHCART on file and of record in the office of the Auditor of said County situate within the south half of southwest quarter (S 1/z of SW') of Section thirty-one (31) in Township twenty-eight (28) North, Range six (6) East of the Willamette Meridian, lying easterly of a line parallel with and distant fifty (50) feet westerly measured at right angles, from the center line of the present main track of the Northern Pacific Railway Company as the same is now constructed and operated over and across said section thirty- one", also,

That portion of that certain 100.0 foot wide Branch Line right of way, being 50.0 feet on each side of said Main Track centerline, as originally located and constructed, upon, over and across Government Lot 4 in Section 31, Township 28 North, Range 6 East, W M, Government Lots 4, 5, 6 and 7 in Section 6, Government Lots 1, 2, 3, 4 and the SE%a, SW '% Section 7, Government Lots 2, 3, 4

and the E ^/2, NW'/ Section 18, Government Lots I and 2 Section 19, all in Township 27 North, Range

6 East, W. M , the E%z, E ^/2, NE'/ Section 12, and the SE%,NE% and the NE', SEA/ Section 24, all in Township 27 North, Range 5 East, W. M., bounded Northerly by the North line of said Government Lot 4 in Section 31, and bounded Southerly the West line of said NE%, SE '% Section 24, also

That portion of that certain 200.0 foot wide Maltby Station Ground property, being 100.0 feet on each side of said Main Track centerline, as originally located and constructed, upon, over and across the Wl/2SEI/ Section 24, Township 27 North, Range 5 East, W M, bounded Easterly and Westerly by the East and West lines of said W%z, SE% Section 24, EXCEPTING THEREFROM, that portion of said 200.0 foot wide Station Ground property lying Northwesterly of a line concentric with and distant 25.0 feet Northwesterly from, measured radially to said Railway Company's Main Track centerline as now located and constructed, also

That portion of that certain 100.0 foot wide Maltby Station Ground property, being 50.0 feet on each side of said Main Track centerline, as originally located and constructed, upon, over and across the E%ASW 1/ Section 24, Township 27 North, Range 5 East, W. M, bounded Northerly by the East line of said SW'/4 Section 24 and bounded Southerly by the South Line of said SWl/ Section 24, EXCEPTING THEREFROM, that portion lying Northwesterly of a line concentric with and distant 25.0 feet Northwesterly from, measured radially to said Railway Company's Main Track centerline as originally located and constructed, bounded Northeasterly by the East line of said SW Section 24, and bounded Southwesterly by the Easterly edge of the travelway of the Street connecting 91" Avenue SE with Yew Way in the City of Maltby, Washington, as now located and constructed in a generally Southerly direction from 91" Avenue SE, and about 100 feet Southwesterly of the North- South quarter line of said Section 24, as measured along said Main Track centerline, also,

That portion of that certain 200.0 foot wide Maltby Station Ground property, being 100.0 feet on each side of said Main Track centerline, as originally located and constructed, upon, over and across the NW 1/ Section 25, Township 27 North, Range 5 East, W M, bounded Northerly and

Continued on next page

Page 7 of 9 Southerly by the North and South lines of said NW 1/ Section 25, also

That portion of that certain 100.0 foot wide Branch Line right of way, being 50.0 feet on each side of said Main Track centerline, as originally located and constructed, upon, over and across the NWI/, NE'/, SW'/ Section 25, Township 27 North, Range 5 East, W M, bounded Northerly and Westerly by the North and West lines of said NW I/, NE 1/, SW'/ Section 25, also,

That portion of that certain 200.0 foot wide Branch Line right of way, being 100.0 feet on each side of said Main Track centerline, as originally located and constructed, upon, over and across

the NW'/ SW ^/ Section 25, the NE%, SE Y4 and the NE % Section 26, all in Township 27 North, Range 5 East, WM,, bounded on the East by the East line of said NW 1/,SW 1/ Section 25, and bounded on the West by the West line of said NEB/ Section 26, also

That portion of that certain 100.0 foot wide Branch Line right of way, being 50.0 feet on each side of said Main Track centerline, as originally located and constructed, upon, over and across the SE'/4, NWT% and the NEB/, SW'/ Section 26, Township 27 North, Range 5 East, W. M, bounded Easterly by the East line of said SE'/4, NW I/ Section 26, and bounded Westerly by the South line of

said SE'/, NWT/ Section 26, and bounded by the West Line of said NE ^/4, SW % Section 26, also

That portion of that certain 200.0 foot wide Branch Line right of way, being 100.0 feet on each side of said Main Track centerline, as originally located and constructed, upon, over and across

the W ^/2, SW % Section 26, and the NW %NW % Section 35, all in Township 27 North, Range 5 East, W.M.; bounded on the East by the East line of said W%z, SW'/ Section 26, and bounded on the South by the South line of said NWi/, NW'/ Section 35; EXCEPTING THEREFROM, that portion lying Westerly of a line parallel and/or concentric with and distant 50.0 feet Westerly from, measured at right angles and/or radially to said Railway Company's Main Track centerline as originally located and constructed, bounded on the North by the North line of said Section 35, and bounded on the South by a line radial to said Main Track centerline at a point 530.0 feet South of the North line of said Section 35, as measured along said Main Track centerline, also,

That portion of that certain 100.0 foot wide Branch Line right of way, being 50.0 feet on each side of said Main Track centerline, as originally located and constructed, upon, over and across the SW'/4, NW'/ Section 35, the SEA/, SE%, NE% and the NEB/, SE'/ Section 34, all in Township 27 North, Range 5 East, W.M., bounded on the North by the North line of said SW ¼, NW % Section 35, and bounded on the South by the South line of said NEB/, SEA/ Section 34, also,

That portion of that certain 50.0 foot wide Branch Line right of way being 25.0 feet on each side of said Main Track centerline, as originally located and constructed, upon, over and across the SE'/, SE'/ Section 34, Township 27 North, Range 5 East, W.M., bounded on the North by the North line of said SE'/, SE'/ Section 34, and bounded on the South by a line radial to said Railway Company's Main Track centerline, as originally located and constructed, at a point distant 600 feet Southwesterly of said North line of said SE%, SE% Section 34, as measured along said Main Track centerline, also,

Continued on next page

Page 8 of 9 That portion of that certain 100.0 foot wide Branch Line right of way, being 50.0 feet on each side of said Main Track centerline as originally located and constructed, upon, over and across the S'h,SE'/ and the SE'/, SW'/ Section 34, Township 27 North, Range 5 East, W.M., bounded on the North by a line radial to said Railway Company's Main Track centerline, as originally located and constructed, at a point distant 600 feet Southwesterly of said North line of said SE', SEA/ Section 34, as measured along said Main Track centerline, and bounded on the South by the South line of said Section 34, said line also being the South line of Snohomish County Washington.

Easement Agreement for Snohomish Bridge (BNSF to Port of Easement Agreement for Snohomish Seattle), December 17, 2009. That portion of BNSF Railway Company's (formerly Northern Pacific Railway Company) 50.0 foot wide Snohomish to Kennydale, Washington Branch Line right of way, being 25.0 feet wide on each side of said Railway Company's Main Track centerline, as originally located and constructed, upon, over and across Government Lot 4, Section 18, Township 28 North, Range 6 East, W.M., bounded Northeasterly by a line parallel with and distant 50.0 feet Northeasterly from, measured at right angles to said Railway Company's (formerly Great Northern Railway Company) Everett to Spokane Main Track centerline as originally located and constructed and bounded Southwesterly by a line parallel with and distant 150.0 feet Southwesterly from, measured at right angles to said Railway Company's Everett to Spokane Main Track centerline.

L^ 7

Page 9 of 9 EXHIBIT B Diagram Map Showing Property

[See attached.]

REAL ESTATE PURCHASE AND SALE AGREEMENT B-1 Exhibit B - Diagram Map Showing Property South End rf Eastside / ' Rail Corridor ends at emn.ce'I{ing-Snoliornish ;• County Lizzc ("^ t Y

City of Woodmvilleto ^'u rt Snohomish `^ County inn T.jJ s w..dwm . Poriioa of J 0 Eastside Rail

BNSF RAIL CORRIDOR PRESERVATION STUDY . , (^ gptao ^zruNmES 7. TR JL CONNECTIONS, T5141 HEADS LEtEt D 2. CENTRAL BUSINESS DI5TRCT ACCESS, CONNECTIVITY TO RETNL RHHLROAD TRACK 3. TRANEST CENTER / PNRK-N-RIDE TRAIL NET-WORK 4. CDV PARK / COMMUNrr CENTER 5. SCHOOLS K. FAVORABLE TERRNN PRELIMINARY DRAFT 5/`T/2006 EXHIBIT C Schedule of Third Party Leases, Licenses and Contracts

[See attached.]

REAL ESTATE PURCHASE AND SALE AGREEMENT C-1 Exhibit C - Schedule of Third Party Leases, Licenses and Contracts Type Contract No. Contractor(s) Description Location Date LS/MP MP DOT No. ELECTRIC WIRE LINE NEAR MP. 36, PRPL NP-00038159 BAILEY, AM SNOHOMISH COUNTY WA-BROMART 1/15/1921 36 PRIVATE CROSSING NEAR MP. 36, PRPC NP-00055087 STOCKER, WR SNOHOMISH COUNTY WA-BROMART 6/16/1937 36 PUGET SOUND POWER & LIGHT CO.; SNOHOMISH COUNTY PUBLIC OHD ELECTRIC WIRE LINE NEAR MP. PRPW NP-00064325 UTILITY DISTRICT NO. 1 36; SNOHOMISH COUNTY WA-BROMART 6/9/1945 36 WEST COAST TELEPHONE CO. NKA GENERAL TELEPHONE CO. OF THE OHD ELECTRIC WIRE LINE NEAR MP. PRPW NP-00081568 NORTHWEST INC. 36; SNOHOMISH COUNTY WA-BROMART 11/20/1956 36 18 INCH DRAIN WATER PIPELINE, SS. PRPL LC-00221744 BUELER, FRANK J 1911+53, SNOHOMISH COUNTY WA-BROMART 5/16/1976 MP. 36.86 36.86 5/5 ELECTRIC WIRE LINE NEAR MP. 37, PRPW NP-00038176 FORD, GW SNOHOMISH COUNTY WA-BROMART 12/1/1921 37 ELECTRIC WIRE LINE NEAR MP. 36, PRPW NP-00038199 STOCKER, GEORGE SNOHOMISH COUNTY WA-BROMART 12/5/1921 37 OHD ELECTRIC WIRE LINE NEAR MP. PRPW NP-00043713 PUGET SOUND POWER & LIGHT CO 38; SNOHOMISH COUNTY WA-BROMART 9/20/1925 37 1 INCH WATER PIPELINE NEAR MP. PRPL NP-00044872 FORD, GW 37, SNOHOMISH COUNTY WA-BROMART 8/25/1927 37 PUBLIC UTILITY DISTRICT NO. 1 FO OHD ELECTRIC WIRE LINE NEAR MP. PRPW NP-00074518 SNOHOMISH COUNTY 37; SNOHOMISH COUNTY WA-BROMART 2/15/1952 37 WEST COAST TELEPHONE CO. NKA GENERAL TELEPHONE CO. OF THE OHD TELEPHONE CABLE NEAR MP. PRPW NP-00082224 NORTHWEST INC. 38, SNOHOMISH COUNTY WA-BROMART 4/15/1957 MP. 37.62 37.92 2 INCH WATER PIPELINE NEAR MP. PRPL NP-00068081 HOUCK, BERNARD J 38; SNOHOMISH COUNTY WA-BROMART 2/19/1948 38 2 INCH WATER PIPELINE, SNOHOMISH COUNTY, CANCELS PRPL LC-00214400 CROSS VALLEY WATER ASSOC INC. NP97803 WA-BROMART 6/16/1974 WOODEN WATER PIPLINE INSTALLATION TO SUPPLY WATER TO LOCOMOTIVES ; SNOHOMISH PRPL NP-00011233 SNOHOMISH, CITY OF COUNTY WA-BROMART 2/9/1944 WEST COAST TELEPHONE CO. NKA GENERAL TELEPHONE CO. OF THE ONE GUY STUB & TWO ANCHORS, PRPW NP-00046157 NORTHWEST SNOHOMISH COUNTY WA-BROMART 9/15/1928 6 INCH UNTREATED WOOD WATER PRPL NP-00062962 SNOHOMISH, CITY OF PIPELINE, SNOHOMISH COUNTY WA-BROMART 8/1/1944 2 INCH WATER PIPELINE; SNOHOMISH COUNTY; CANCELS PRPL NP-00082027 DUBUQUE, GEORGE; HANSEN, AO CONTRACT NP 64192 WA-BROMART 12/26/1956 PMLO NP-00084528 MCCOLM, AM PASTURE WA-BROMART 6/17/1958 Stamped Cancelled PMLO NP-00084594 HOUCK BERNARD WA-BROMART 5/31/94

PRPW UNK2986 PUGET SOUND POWER & LIGHT CO. WIRELINES WA-BROMART 11/29/1948 GENERAL TELEPHONE CO. OF THE UGD TELEPHONE WIRE LINE, SS LS. 0403, PRPW LC-00233834 NORTHWEST, INC. 83+72, SNOHOMISH COUNTY WA-CATHCART 2/16/1980 MP. 32.54 32.54 m UGD TELEVISION WIRE LINE INSIDE A 2 INCH CASING, SS. 1683+70, LS. 0403, PRPW PX-900161 11 VIACOM CABLEVISION INC SNOHOMISH COUNTY WA-CATHCART 6/1/1 990 MP. 32.54 32.54

CROSS VALLEY WATER 6 INCH POTABLE WATER PIPELINE, LS. 0403, PRPL LC-00229579 ASSOCIATION INC. SS. 40+32, SNOHOMISH COUNTY WA-CATHCART 9/16/1978 MP. 33.61 33.61 10/10 2 INCH WATER PIPELINE NEAR MP. PRPL NP-00045260 MALCOLM, JAMES T. 34; WA-CATHCART 11/15/1927 34

8 INCH POTABLE WATER PIEPLINE, LS. 0403, PRPL PX-91016124 CROSS VALLEY WATER DISTRICT SS. 1797+85, SNOHOMISH COUNTY WA-CATHCART 7/1/1991 MP. 34.71 34.71

12 INCH SEWAGE WATER PIPELINE, LS. 0403, PRPL BF-00000848 CROSS VALLEY WATER DISTRICT SNOHOMISH COUNTY WA-MALTBY 4/1/1 997 MP. 26.38 26.38

UGD TELEPHONE CABLE, LS. 0403, PRPW BF-00006989 GTE NORTHWEST INC. SNOHOMISH COUNTY WA-MALTBY 7/30/1998 MP. 26.61 26.61

OHD ELECTRIC WIRE LINE, LS. 0403, PRPW PX-93016281 SNOHOMISH COUNTY PUD NO. 1 SNOHOMISH COUNTY WA-MALTBY MP. 27.95 27.95

8 INCH SEWAGE PIPELINE, LS. 0403, PRPL BF-00000850 CROSS VALLEY WATER DISTRICT SNOHOMISH COUNTY WA-MALTBY 4/1/1997 MP. 27.96 27.96

12 INCHWATER PIPELINE, LS. 0403, PRPL BF-00000851 CROSS VALLEY WATER DISTRICT SNOHOMISH COUNTY WA-MALTBY 4/1/1 997 MP. 28.13 28.13

12 INCH SEWAGE PIPELINE LS. 0403, PRPL BF-00000845 CROSS VALLEY WATER DISTRICT CROSSING, SNOHOMISH COUNTY WA-MALTBY 4/1/1 997 MP. 28.15 28.15 PUGET SOUND POWER & LIGHT OHD ELECTRIC WIRE LINE, SS. CO.; SNOHOMISH COUNTY PUD NO. 1457+12 TO SS. 1457+93, LS. 0403, PRPW NP-00048911 1 SNOHOMISH COUNTY WA-MALTBY 2/16/1931 MP. 28.27 28.27

8 INCH WATER PIPELINE, SS. LS. 0403, PRPL LC-00224571 CROSS VALLEY WATER ASSN. INC. 1498+50, SNOHOMISH COUNTY WA-MALTBY 3/1/1977 MP. 29.03 29.03 PUGET SOUND POWER & LIGHT CO.; SNOHOMISH COUNTY PUD NO. OHD ELECTRIC WIRE LINE NEAR MP. LS. 0403, PRPW NP-00052542 1 29, SNOHOMISH COUNTY WA-MALTBY 7/3/1934 MP.29.15 29.15

12 INCH SEWAGE PIPELINE, LS. 0403, PRPL BF-00000849 CROSS VALLEY WATER DISTRICT SNOHOMISH COUNTY WA-MALTBY 4/1/1997 MP. 29.23 29.23

18 INCH WATER LS. 0403, PRPL BF-00000852 CROSS VALLEY WATER DISTRICT PIPELINE,SNOHOMISH COUNTY WA-MALTBY 4/1/1997 MP. 29.45 29.45 WEST COAST TELEPHONE CO. NKA GENERAL TELEPHONE CO. OF THE OHD TELEPHONE WIRE LINE NEAR LS. 0403, PRPW NP-00078871 NORTHWEST, INC. MP. 29; SNOHOMISH COUNTY WA-MALTBY 1/3/1 955 M P. 29.45 29.45 UGD TELEPHONE CABLE AT SS. 1496+67 & SS. 1520+87, SNOHOMISH LS. 0403, PRPW NP-00094568 GTE NORTHWEST INC. COUNTY WA-MALTBY 8/1/1964 MP. 29.46 29.46 16 FOOT PLANK PRIVATE ROAD BURTENSHAW, DEVERE JERRY & CROSSING, LS. 403, MP. 29.49; PRPC BF-00009720 ANGELINA D. CANCELS NP LD #82093; WA-MALTBY 4/22/1999 29.49

12 INCH SEWAGE PIPELINE, LS. 0403, PRPL BF-00000853 CROSS VALLEY WATER DISTRICT SNOHOMISH COUNTY WA-MALTBY 4/1/1997 MP. 29.51 29.51

OHD ELECTRIC WIRE LINE NEAR SH- LS. 0403, PRPW PX-95020535 SNOHOMISH COUNTY PUD NO. 1 522; SNOHOMISH COUNTY WA-MALTBY 4/28/1995 MP. 29.60 29.6

BNSF OWNS & MAINTAINS POINT OF SWITCH TO RIGHT OF WAY OF TRACK NO. 1; INDUSTRY OWNS & MAINTAINS 887 FEET OF TRACK NO. 1; RIGHT OF WAY TO END OF TRACK; INDUSTRIAL FINISHINGS, LLC DBA 860 FEET OF TRACK NO. 2 POINT OF LS. 0403, IDIT BF-00035689 CALVERT INDUSTRIES SWITCH TO END OF TRACK; WA-MALTBY 2/11/2005 MP. 29.72 29.72

26 INCH STORM WATER PIPELINE, LS. 403, PRPL BF-00035313 PSM PROPERTIES, LLC SNOHOMISH COUNTY WA-MALTBY 5/24/2005 MP. 29.98 29.98

PRIVATE CROSSING NEAR MP, 30, PRPC NP-00082093 TSCHERNICH, ANTON SS. 1522+08.5, SNOHOMISH COUNTY WA-MALTBY 1/29/1957 LS. 0403 30 PAVING ALONG SR-524 AT SR-522 IN THE VICINITY OF MALTBY ROAD.; LS. 0403, GVXS BN-00040422 WASHINGTON, STATE OF KING COUNTY; WA-MALTBY 8/16/1996 MP. 30.04 30.04 091814T

16 INCH WATER PIPELINE; SS. LS. 0403, PRPL PX-88016014 CROSS VALLEY WATER ASSN. INC. 1551+62, SNOHOMISH COUNTY WA-MALTBY 3/1/1988 MP. 30.04 30.04

8 INCH WATER PIPELINE, LS. 0403, PRPL BF-00001834 CROSS VALLEY WATER DISTRICT SNOHOMISH COUNTY WA-MALTBY 5/12/1997 MP. 30.20 30.2

12 INCH WATER PIPELINE, LS. 0403, PRPL BF-00000846 CROSS VALLEY WATER DISTRICT SNOHOMISH COUNTY WA-MALTBY 4/1/1997 MP. 30.29 30.29 INSTALL AFLS/GATES AT 91ST AVENUE GRADE CROSSING; LS. 403, GVXS BF-00011784 SNOHOMISH, COUNTY OF SNOHOMISH COUNTY; WA-MALTBY 10/22/1999 MP. 30.31 30.31 091814T PUGET SOUND POWER & LIGHT CO.; SNOHOMISH COUNTY PUD NO. OHD ELECTRIC WIRE LINE NEAR MP. PRPW NP-00051946 1 31, SNOHOMISH COUNTY WA-MALTBY 1/5/1934 LS. 0403 31 OHD ELECTRIC WIRE LINE NEAR MP. PRPW NP-00076780 SNOHOMISH COUNTY PUD NO. 1 31, SNOHOMISH COUNTY WA-MALTBY 10/1/1953 LS, 0403 31 GENERAL TELEPHONE CO. OF THE OHD TELEPHONE WIRE LINE NEAR PRPW NP-00081392 NORTHWEST INC. MP. 31, SNOHOMISH COUNTY WA-MALTBY 4/1 5/1 968 LS. 0403 31 GENERAL TELEPHONE CO. OF THE UGD TELEPHONE CABLE, SS. 51+14, LS. 0403, PRPW LC-00201164 NORTHWEST INC. SNOHOMISH COUNTY WA-MALTBY 8/16/1970 MP. 31.04 31.04 GENERAL TELEPHONE CO. OF THE UGD TELEPHONE CABLE NEAR MP. PRPW NP-00100373 NORTHWEST INC. 32, SNOHOMISH COUNTY WA-MALTBY 9/15/1968 LS. 0403 32 TELEPHONE CABLE INSIDE A 12 INCH CASING, SS. 1681+41, SNOHOMISH LS. 0403, PRPW PX-90016005 GTE NORTHWEST INC. COUNTY WA-MALTBY 1/2/1 990 M P. 32.50 32.5

8 INCH NATURAL GAS PIPELINE, SS. LS. 0403, PRPL NP-00081338 NORTHWEST PIPELINE CORP. 105+82, SNOHOMISH COUNTY WA-MALTBY 7/25/1956 MP. 32.52 32.52 INSTALL AUTOMATIC FLASHING LIGHT SIGNALS AT 180TH STREET SE.; SS. 1683+59; SNOHOMISH LS. 0403, GVXS BN-00032132 SNOHOMISH, COUNTY OF COUNTY WA-MALTBY 11/7/1990 MP. 32.54 32.54 091816G PUGET SOUND POWER & LIGHT CO.; SNOHOMISH COUNTY PUD NO. OHD ELECTRIC WIRE LINE NEAR MP. LS. 0403, PRPW NP-00064134 1 32, SNOHOMISH COUNTY WA-MALTBY 12/1/1944 MP. 32.54 32.54

LS. 0403, MP. 29.69 12 INCH SEWER PIPELINE, LS. 403, TO MP, 29.69- PRPL BF-00001082 CROSS VALLEY WATER DISTRICT MP. 29.69 TO MP, 29.72; WA-MALTBY 4/1/1997 29.72 29.72

LS. 0403, MP. 30.04 NON.-ENVIRONMENTAL SOIL & TO MP. 30.04- PRGN BF-00022168 WASHINGTON, STATE OF BORING TESTING; WA-MALTBY 6/3/2002 30.26 30.26

LS. 0403, TWO 6 INCH WATER PIPELINES, SS. MP. 1655+00, & SS. 1549+40.50; 32.54, & 32.29, PRPL NP-00096039 CROSS VALLEY WATER ASSN. INC. SNOHOMISH COUNTY WA-MALTBY 8/4/1965 MP. 32.29 32.54

LS. 0403, POWER CABLE CROSSING, SS. 80+29 MP. 32.49 32.49- PRPW PX-89016006 SNOHOMISH COUNTY PUD NO. 1 TO SS. 83+29, SNOHOMISH COUNTY; WA-MALTBY 1/15/1989 TO 32.54 32.54 CM&O SPUR TRACK; RR TO MAINTAIN INDUSTRY OWNED TRACK IDIT BN-00005090 MAUK LUMBER PRODUCTS, INC. AT INDUSTRY EXPENSE; WA-MALTBY 2/5/1975 LS. 0403 LEASE: OF PREMISES FOR PMLO LC-00200278 WASHINGTON, STATE OF SIGNBOARD WA-MALTBY 9/30/1970 LS. 0403 GENERAL TELEPHONE CO. OF THE 1 POLE ON RIGHT OF WAY, SS. PRPW LC-00202968 NORTHWEST INC. 1566+03; SNOHOMISH COUNTY WA-MALTBY 3/16/1971 LS.0403 OHD POWER CABLE, SS. 1566+57; SNOHOMISH COUNTY; CANCELS PRPW LC-00227665 SNOHOMISH COUNTY PUD NO. 1 NP97225; WA-MALTBY 2/1 /1978 WASHINGTON STEEL INDUSTRIES LOADING DOCKS & STORAGE OF PMLO LC-00247618 INC STEEL WA-MALTBY 12/16/1984 LS. 0403

ACCESS TO LOTS FOR ROAD, WATER CLEARVIEW ESTATES ROAD & POWER, CANCELS LC249521 & PMLO LC-00500029 MAINTENANCE ASSN. LC247116 WA-MALTBY 5/1/1 989 LS. 0403 EASEMENT FOR PUBLIC ROADWAY PMLO NP-00027681 SNOHOMISH, COUNTY OF PURPOSES WA-MALTBY 5/25/1914 LS. 0403 MAINTAIN LEVEES, ETC., & MARSHLAND FLOOD CONTROL INCIDENTAL WORK ALONG SUMAS GVGN NP-00091876 DISTRICT OF SNOHOMISH COUNTY BRANCH WA-MALTBY 10/1/1962 LS. 0403 0.0/1

PRPW NP-53040 PUGET SOUND POWER & LIGHT CO. OHD ELECTRIC WIRE LINE, MP. 27 WA-SNOHOMISH 12/28/1934 LS.403 27 OVERHEAD TELEPHONE CABLE PRPL PX-95020213 GTE NORTHWEST, INC. CROSSING, MP. 31.01 WA-SNOHOMISH 11/20/1995 LS.403 31.01

PRIVATE AT-GRADE CROSSING, LS. 403, PRPC BF-00040700 HARVEY, LANCE & JODELL SNOHOMISH COUNTY WA-SNOHOMISH 6/12/2006 MP. 37.58 37.58 091822K IDIT GN-00050609 SEATTLE SNOHOMISH MILL CO. CM&O INDUSTRIAL TRACK; WA-SNOHOMISH 9/11/1958 LS.403 Stamped Cancelled PMLO LC-00250649 HOUCK, BERNARD & HAZEL PROPERTY FOR ACCESS ROAD; WA-SNOHOMISH 1/19/1987 LS. 403 4/1/89 16 INCH HIGH PRESSURE SEWER MAIN CROSSING, SNOHOMISH PRPL NP-00085920 SNOHOMISH, OF CITY COUNTY WA-SNOHOMISH 1/21/1959 LS.403 OHD ELECTRIC WIRE LINE PRPW NP-00092407 PUBLIC UTILITY DISTRICT NO. 1 CROSSING, SNOHOMISH COUNTY WA-SNOHOMISH 8/15/1963 LS. 403 LONGITUDINAL OHD ELECTRIC WIRELINES BOMART AND PRPW NP-76645 SNOHOMISH COUNTY PUD NO, 1 SNOHOMISH, WA WA-VARIOUS 7/1/1953 PRPW LC-00207998 PUGET SOUND POWER & LIGHT CO POWER WIRE XING AT MP 26+1616 WA-WOODINVILLE 8/1 6/1 972 26.31 8.0/5 Agreement on the Snohomish/Ki TEMPORARY OCCUPANCY FOR RE- LS. 403, ng County PRGN BF-00041211 UNDERWOOD GARTLAND 9 LI-C GRADING, SNOHOMISH COUNTY WA-WOODINVILLE 7/14/2006 MP. 26.36 26.36 Line

PRIVATE AT-GRADE CROSSING, LS. 403, PRPC BF-00036944 UNDERWOOD GARTLAND 9, LLC SNOHOMISH COUNTY WA-WOODINVILLE 10/12/2005 MP. 26.58 26.58 091810R UGD POWER WIRE LINE, SS. PRPW LC-00229730 SPECTRUM GLASS CO., INC. 1370+23, MP. 26+3147 FT.; WA-WOODINVILLE 10/1/1978 26.59 10.0/10 GENERAL TELEPHONE CO. OF THE PRPW LC-00230493 NORTHWEST, INC. TELEPHONE CABLE, NIP. 26+3147; WA-WOODINVILLE 1/1/1979 26.59 10.0/10 GENERAL TELEPHONE COMPANY OF THE NO PRPW LC-00203612 UNDERGROUND TELEPHONE CABLE WA-WOODINVILLE 9/1 6/1 971 26.61 0.0/5 PRPW LC-00215883 SNOHOMISH COUNTY PUD 1 POWER WIRE XING MP 26+3427 FT WA-WOODINVILLE 9/24/1974 26.65 PRIVATE 32 FOOT PLANK ROAD, MP. PRPC LC-233714 SATHER & NELSON 26.67 WA-WOODINVILLE 10/1/1979 LS. 403 26.67 LS. 0403, PRPC BF-00025551 BARKER REAL ESTATE LLC 32 FOOT CROSSING WA-WOODINVILLE 5/13/2003 MP. 26.68 26.68 CX-94020577 PETROCARD SYSTEMS, INC. LS. 403, MP. 26.68 WA-WOODINVILLE 6/3/1994 26.68 KING COUNTY WATER DISTRICT 9 INCH WATER PIPELINE, SS. PRPL LC-00228504 NO. 104 1374+72; MP. 26+3596 FT.; WA-WOODINVILLE 6/1/1978 26.68

24 INCH STORM WATER PIPELINE, LS. 403, PRPL BF-00035162 SNOHOMISH COUNTY SNOHOMISH COUNTY WA-WOODINVILLE 3/24/2005 MP. 26.70 26.7

2 UGD TELEPHONE WIRE LINES, LS. 403, PRPW PX-93016041 GTE NORTHWEST, INC. SNOHOMISH COUNTY WA-WOODINVILLE 4/1/1993 MP. 26.72 26.72

OHD ELECTRIC WIRE LINE, LS. 403, PRPW BF-00037798 SNOHOMISH COUNTY PUD NO. 1 SNOHOMISH COUNTY WA-WOODINVILLE 12/21/2005 MP. 26.81 26.81

LS. 0405, GVXS BN-00032131 SNOHOMISH, COUNTY OF INSTALL AFLS AT 240TH STREET; WA-WOODINVILLE 11/7/1990 MP. 26.82 26.82 091811X GENERAL TELEPHONE COMPANY PRPW LC-00236083 OF THE NO PHONE CABLE XING MP 26.82 WA-WOODINVILLE 12/1/1980 26.82 0/10 INSTALL FLASHING LIGHT SIGNALS WITH GATES & CONSTANT WARNING CIRCUITRY AT 240TH STREET; LS. 0403, GVXS BF-00039320 SNOHOMISH, COUNTY OF SNOHOMISH COUNTY; WA-WOODINVILLE 10/7/2005 MP. 26.83 26.83 091811X

UGD ELECTRIC WIRE LINE, LS. 403, PRPW BF-00037796 SNOHOMISH COUNTY PUD NO. 1 SNOHOMISH COUNTY WA-WOODINVILLE 12/21/2005 MP. 26.95 26.95

PRPW NP-76781 WEST COAST TELEPHONE CO. UGD TELEPHONE WIRELINE, MP. 27 WA-WOODINVILLE 10/1/1953 27 IDIT BN-000101 14 SPECTRUM GLASS CO., INC. CM&O SPUR TRACK; WA-WOODINVILLE 1/25/1979 27 CONSTRUCTION OF MP. GVHB NP-00016163 WASHINGTON, STATE OF UNDERCROSSING; WA-WOODINVILLE 3/1 3/1 959 27+353 27.07

KING COUNTY DEPT. OF NATURAL 12 INCH STORM WATER PIPELINE, LS. 403, PRPL BF-00040685 RESOURCES & PARKS SNOHOMISH COUNTY WA-WOODINVILLE 6/16/2006 MP. 27.27 27.27

KING COUNTY DEPT. OF NATURAL 12 INCH STORM WATER PIPELINE, LS. 403, PRPL BF-00040686 RESOURCES & PARKS SNOHOMISH COUNTY WA-WOODINVILLE 6/16/2006 MP. 27.31 27.31

KING COUNTY DEPT. OF NATURAL 12 INCH STORM WATER PIPELINE, LS. 403, PRPL BF-00040687 RESOURCES & PARKS SNOHOMISH COUNTY WA-WOODINVILLE 6/16/2006 MP. 27.31 27.31

KING COUNTY DEPT. OF NATURAL 12 INCH STORM WATER PIPELINE, LS. 403, PRPL BF-00040682 RESOURCES & PARKS SNOHOMISH COUNTY WA-WOODINVILLE 6/16/2006 MP. 27.47 27.47 3 PIPELINES, TWO 12-INCH AND ONE 18-INCH PIPELINE CROSSING FOR STORM WATER DRAINAGE; KING LS. 0403, PRPL BF-00027569 SCANDIA BUSINESS PARK, LLC COUNTY; WA-WOODINVILLE 10/22/2003 MP. 28.16 28.16 03-24936 MP. 27+425 C&M PUBLIC ROADWAY NEAR MP. 27; TO MP. 26.41- GVXS NR-00069045 WASHINGTON, STATE OF SNOHOMISH & KING COUNTIES; WA-WOODINVILLE 7/1 5/1 948 26+2148 27.08 HDR -92404 SNOHOMISH COUNTY PUD NO. 1 ELECTRIC LINE 11/27/1962 26.55 HDR CX-95-23533 Wellington Hills Assoc. Private Road Crossing 8/8/1995 26.57 Floyd M. Kerb dba U-Fix-It Auto HDR IX-9C-23r39 Wrecking Private Road Crossing 8/2/1995 26.57 FIBER OPTIC TRANSMISSION PMLO i-00039138 STARCOM SERVICE CORP. SYSTEM WA-VARIOUS 12/10/1992 FIBER OPTIC TRANSMISSION 37.22- PORT 2472 WDH BLACK ROCK, LLC SYSTEM WA-SNOHOMISH 8/29/2013 37.35 PORT 2311 NORTHWEST PIPELINE GP NATURAL GAS PIPELINE WA-MALTBY 7/17/2012 32.27 FREIGHT RAIL OPERATIONS AND WA-SNOHOMISH, PORT 2470 EASTSIDE COMMUNITY RAIL, LLC MAINTENANCE WA-WOODINVILLE 12/18/2009 OHD ELECTRIC WIRE LINE NEAR MP. PRPW NP-00083656 SNOHOMISH COUNTY PUD NO. 1 26, SNOHOMISH COUNTY WA-MALTBY 12/24/1957 LS. 0403 26.43

NOT ASSIGNED by BNSF FILE NOT FOUND LOCATION UNKNOWN PARTIAL

EXHIBIT D Form of Quit Claim Deed

Return Address:

Snohomish County Property Manager 3000 Rockefeller Avenue Mail Stop 404 Everett, WA 98201 -4046

Document Title(s) (or transactions contained therein): 1. Quit Claim Deed

Reference Number(s) of Documents assigned or released: N/A (on page _ of documents(s))

Grantor(s) (Last name first, then first name and initials): 1. The Port of Seattle, a municipal corporation of the State of Washington

Grantee(s) (Last name first, then first name and initials): 1. Snohomish County, a political subdivision of the State of Washington

Legal description (abbreviated: i.e. lot, block, plat or section, township, range)

Snohomish County: Ptn BNSF Railway Company's Snohomish to Woodinville, Washington Branch Line right-of-way lying within the following: SW ¼ See.18,T28N,R.6E; Lts. 4 & 5, Blk. 2, Snohomish City Eastern Part, Vol. 1, Pg. 7; Govt. Lts. 1 & 2 & NW '/, Sec.19,T28N,R6E; NE '/ & SE 1/, Sec.24,T28N,R5E; NE'/ Sec.25,T28N,R5E; Govt. Lts. 1, 2, 3, 5 & 6 Sec.30, T28N,R6E; Govt. Lts. 3, 4 & 8, SW % & NW '/a Sec.31,T28N,R6E; Lt. 139 Cathcart; Govt. Lts. 4, 5, 6 & 7 Sec.6,T27N,R6E; Govt. Lts. 1, 2, 3, & 4 & SW %, Sec.7,T27N,R6E; Govt. Lts. 2, 3 & 4 & NW %, See.18,T27N,R6E; Govt. Lts. I & 2 See.19,T27N,R6E; NE '/, Sec.12,T27N,R5E; NE '/, SW 1/, & SE 1/, Sec.24,T27N,R5E; NW % & SW ¼, Sec.25,T27N,R5E; Sec.26,T27N.R5E; and SW i/, SE 1/, & NE 1/, Sec 34,T27N,R5E. Assessor's Property Tax Parcel/Account Number N/A

REAL ESTATE PURCHASE AND SALE AGREEMENT D-1 Exhibit D — Form of Quit Claim Deed QUIT CLAIM DEED The Grantor, THE PORT OF SEATTLE, a municipal corporation of the State of Washington, for and in consideration of Ten and 00/100 Dollars ($10.00) and other good and valuable consideration paid in hand, hereby conveys and quitclaims to the Grantee, SNOHOMISH COUNTY, a political subdivision of the State of Washington, certain real property located in Snohomish County, Washington, as more fully described on Exhibit A (the "Property"), subject to matters of record, and together with any interest therein which the Grantor may hereafter acquire.

DATED , 2014.

THE PORT OF SEATTLE, a municipal corporation of the State of Washington

Name: Title:

[The remainder of this page is intentionally left blank.]

REAL ESTATE PURCHASE AND SALE AGREEMENT D-2 Exhibit D — Form of Quit Claim Deed STATE OF WASHINGTON ) ) ss. COUNTY OF KING )

On this day of , 2014, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared , to me known to be the person who signed as of THE PORT OF SEATTLE, a municipal corporation of the State of Washington, that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said municipal corporation for the uses and purposes therein mentioned, and on oath stated that was duly elected, qualified and acting as said officer or member of the municipal corporation, and that was authorized to execute said instrument on behalf of said municipal corporation.

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

(Signature of Notary)

(Print or stamp name of Notary)

NOTARY PUBLIC in and for the State of Washington, residing at My appointment expires:

REAL ESTATE PURCHASE AND SALE AGREEMENT D-3 Exhibit D — Form of Quit Claim Deed Exhibit A to Quit Claim Deed

Legal Description of the Property

[See attached.]

REAL ESTATE PURCHASE AND SALE AGREEMENT D-4 Exhibit D Form of Quit Claim Deed M I I &

GRANTOR: PORT OF SEATTLE

GRANTEE: SNOHOMISH COUNTY

ACC: ^ t ^ : ' • Snohomish County: Ptn BNSF Railway Company's Snohomish to Woodinville, Washington Branch Line right-of-way lying within the following: SW 1/4 Sec.18,T28N,R.6E; Lts. 4 & 5, Blk. 2, Snohomish City Eastern Part, Vol. 1, Pg. 7; Govt. Lts. 1 & 2 & NW %4, Sec. 19,T28N,R6E;

NE '/4 & SE ^/4, Sec.24,T28N,R5E; NE '/4 Sec.25,T28N,R5E; Govt. Lts. 1, 2, 3, 5 & 6 Sec.30, T28N,R6E; Govt. Lts. 3,4 & 8, SW 1/4 &NW I/4 Sec.31,T28N,R6E; Lt. 139 Cathcart; Govt. Lts. 4, 5, 6 & 7 Sec.6,T27N,R6E; Govt. Lts. 1, 2, 3, & 4 & SW ¼, Sec.7,T27N,R6E; Govt. Lts. 2, 3 & 4 & NW '/4, Sec.18,T27N,R6E; Govt. Lts. 1 & 2 Sec.19,T27N,R6E; NE ¼, Sec.12,T27N,R5E; NE ¼, SW 1/4, & SE I/4, Sec.24,T27N,R5E; NW ¼ & SW ¼, Sec.25,T27N,R5E; Sec.26,T27N.R5E; and SW 1/4, SE ¼, & NE 1/4, Sec 34,T27N,R5E.

SNOHOMISH COUNTY AUDITOR'S TAX PARCEL NUMBER: 00000000000 100 (No Tax Parcel assigned)

Page 1 of 9 SNOHOMISH COUNTY

DESCRIPTION OF PROPERTY

All that portion of BNSF Railway Company's (formerly Northern Pacific Railway Company) City of Snohomish (MP 38.3) to (MP 26.384), Washington Branch Line right of way, varying in width on each side of said Railway Company's Main Track centerline, as now located and constructed upon, over and across Snohomish County, Washington, more particularly described as follows, to-wit

That portion of that certain 60.0 foot wide Branch Line right of way being 30 0 feet on each side of said Main Track centerline, as originally located and constructed, upon, over and across State Street, as said street is shown on plat of Snohomish City Eastern Part, recorded as Instrument No. 187204125001 in Book 1, Page 7, records of the Snohomish County, Washington Auditor, lying southerly of the Easterly prolongation of the centerline of vacated Commercial Street, as said Commercial Street is shown on said plat; also

That portion of the Southerly half of vacated Commercial Street as said street is shown on the plat of Snohomish City Eastern Part, recorded as Instrument No 187204125001 in Book 1, Page 7, records of the Snohomish County, Washington Auditor, vacated by ordinance No. 354 of the City of Snohomish, State of Washington, passed May 16, 1911, described as follows:

Beginning at the northeast corner of Lot 5, Block 2 of said plat of Snohomish City Eastern Part, thence Westerly, along the northerly line of said Lot 5, a distance of 20 feet, more or less, to a point 50 feet distant westerly, when measured at right angles from the centerline of State Street, as said State Street is shown on said plat. thence Northerly, along a line 50 feet westerly from the center line of said State Street, 30 feet, more or less to the centerline of said Commercial Street, thence Easterly, along said centerline of Commercial Street, 20 feet, more or less to the northerly prolongation of the east line of said Lot 5, thence Southerly, along said northerly prolongation, 30 feet, more or less, to Point of Beginning, also,

Lots 4 and 5, of Block 2 as shown on plat of Snohomish City Eastern Part, recorded as Instrument No 187204125001 in Book 1, Page 7, records of the Snohomish County, Washington Auditor, also,

That portion of that certain 50.0 foot wide Branch Line right of way being 25.0 feet on each side of said Main Track centerline, as originally located and constructed, upon, over and across Government Lot 4, Section 18, Township 28 North, Range 6 East, W M, bounded Northeasterly by the Southwesterly Bank of the Snohomish River, and bounded Southwesterly by a line parallel with and distant 50 0 feet Northeasterly from, measured at right angles to said Railway Company's (formerly Great Northern Railway Company) Everett to Spokane Main Track centerline as originally located and constructed, together with all right, title and interest if any, to accommodate said railway company's facilities and operations over and across the Snohomish River, also

Continued on next page

Page 2 of 9 That portion of that certain 50.0 foot wide Branch Line right of way being 25.0 feet on each side of said Main Track centerline, as originally located and constructed, upon, over and across Government Lot 4, Section 18, Township 28 North, Range 6 East, W M, bounded Northeasterly by a line parallel with and distant 150.0 feet Southwesterly from, measured at right angles to said Railway Company's (formerly Great Northern Railway Company) Everett to Spokane Main Track centerline as originally located and constructed, and bounded Southerly by the Southerly line of said Government Lot 4, also

A triangular shaped tract of land being that portion of Government Lot 4, Section 18, Township 28 North, Range 6 East, W M., bounded Northeasterly by a line parallel with and distant 150 0 feet Southwesterly from, measured at right angles to said Railway Company's (formerly Great Northern Railway Company) Everett to Spokane Main Track centerline as originally located and constructed, bounded Northwesterly by a line parallel with and distant 25 feet Easterly from, measured at right angles to said Railway Company's Branch Line right of way Main Track centerline as originally located and constructed and bounded Southerly by the Southerly line of said Government Lot 4, also

That certain 0.11 acre strip of land described in deed dated September 9, 1903 from J H Shadinger and Hattie E Shadinger to Northern Pacific Railway Company recorded September 19 in Book 80, Page 296, records of Snohomish County, Washington, said 0.11 acre strip of land being described in said deed for reference as follows:

"A strip of land eighty (80) feet in width across that certain thirty-three (33) foot strip of land in Lot four (4), Section eighteen (18), Township twenty-eight (28) north, Range six (6) east, W.M, which lies immediately south of, parallel with and contiguous to the right of way of the Great Northern Railway Company across said subdivision, said eighty (80) foot strip of land having for its east and west boundaries two lines that are parallel with and respectively distant twenty-six (26) feet on the northeasterly side and fifty-four (54) feet on the southwesterly side of the center line of the proposed track which is to connect the Great Northern Railway with the Northern Pacific Railway as the same is located, staked and constructed over and across said subdivision, containing 011 acres, more or less", also,

That certain 1.94 acre strip of land described in deed dated September 9, 1903 from Kate G Ford, D. A. Ford, Ruth S. Ford and D. A. Ford as sole executor to Northern Pacific Railway Company recorded September 19 in Book 80, Page 298, records of Snohomish County, Washington, said 1.94 acre strip of land being described in said deed for reference as follows:

"All that portion of Lot four (4), Section eighteen (18) and of Lot one (I) (or the northwest quarter of the northwest quarter) of Section nineteen (19), Township twenty-eight (28) north, Range six (6) east, W M, lying westerly of the Northern Pacific Railway Company's right of way and southerly of a line drawn parallel with and thirty-three (33) feet distant southerly from the south line of the Great Northern Railway Company's right of way and between lines drawn parallel with and respectively distant twenty-six (26) feet easterly from and fifty-four (54) feet westerly from the center

Continued on next page

Page 3 of 9 line of the proposed track which is to connect the Northern Pacific Railway with the Great Northern Railway as the same is now located, staked out and to be constructed over and across said premises, said strip of land containing 1.94 acres, more or less", also,

That certain 0.08 acre strip of land described in deed dated April 25, 1908 from Robert Henry and Margaret R Henry to Northern Pacific Railway Company recorded June 1, 1908 in Book 110 of Deeds, Page 509, records of the County Auditor, Snohomish County, Washington, said 0.08 acre strip of land being described in said deed for reference as follows:

"A strip of land thirty (30) feet wide described as follows Beginning at a point on the section line between Sections 18 and 19, Township 28 North, Range 6 East, Willamette Meridian, fifty-five (55) feet distant measured at right angles from the center line of the main track of the said Railway Company as the same is now located, constructed, maintained and operated through said sections; thence northeasterly on a line parallel with and fifty-five (55) feet distant from said center line one hundred ten (110) feet, more or less, to the south line of the Tacoma Power Company's right of way, thence southeasterly along the south line of said Tacoma Power Company's right of way thirty (30) feet to the westerly line of the present right of way of said Northern Pacific Railway Company, which line at that point is twenty-five (25) feet from the center line of the main track of said Railway Company, thence southwesterly along said westerly line of the right of way one hundred ten (110) feet, more or less, to the point where said right of way widens to fifty (50) feet on each side of said center line; thence westerly twenty-five (25) feet to point of intersection with the above described section line, thence west along said section line five (5) feet, more or less, to place of beginning, said strip being situated in Lot four (4) Section eighteen (18) and Lot one (1) Section nineteen (19) all in Township twenty-eight (28) North, Range six (6) East, Willamette Meridian and containing eight hundredths (0.08) of an acre, more or less.", also,

That portion of said Railway Company's property in Government Lot 4, Section 18, Township 28 North, Range 6 East, W M, Snohomish County, Washington, bounded Northeasterly and Southwesterly by two lines drawn parallel with and distant Southwesterly 150.0 feet and 183.0 feet, respectively, from, measured at right angles to said Railway Company's (formerly Great Northern Railway Company) Everett to Spokane Main Track centerline as originally located and constructed and bounded Southeasterly and Northwesterly by two lines drawn parallel with and distant Northwesterly 25.0 feet and 50.0 feet, respectively, from, measured at right angles to said Railway Company's Branch Line Main Track centerline as now located and constructed; also, That portion of that certain 100.0 foot wide Branch Line right of way, in the Town of Bromart, Snohomish County. Washington, being 50.0 feet on each side of said Main Track centerline, as originally located and constructed, upon, over and across Lots 1 and 2, Section 19, Township 28 North, Range 6 East, W M, Snohomish County, Washington, bounded Northerly by the North line of said Section 19, and bounded Westerly by the West line of said Section 19, also,

That portion of said Railway Company's property in Lots 1 and 2, Section 19, Township 28 North, Range 6 East, W M, Snohomish County, Washington, bounded as follows Westerly by a line parallel with and distant 50.0 feet Easterly from, measured at right angles to said Railway Company's Branch Line Main Track centerline as now located and constructed; Northerly by the North line of said Section 19 and Easterly by the following described line:

Continued on next page

Page 4 of 9 Beginning at a point on a line parallel with and distant 50.0 feet Southerly from, measured at right angles to said Railway Company's (formerly Great Northern Railway Company) Everett to Spokane Main Track centerline, as originally located and constructed, opposite Station 512+68.45, said point of beginning being the point of a curve to the left having a radius of 621.20 feet, thence westerly, along the arc of said curve to the left and consuming a central angle of 90°57'06", an arc distance of 986.10 feet to the point of tangency of said curve, said point of tangency being 125 feet easterly, when measured at right angles from Station 1963+97.51 on said Railway Company's Branch Line Main Track centerline; thence southerly, along a line drawn parallel and/or concentric with and 125 feet easterly, when measured at right angles and/or radially, from said Branch Line Main Track centerline, to a point opposite Station 1956+00 on said Railway Company's Branch Line Main Track centerline, thence westerly, along a line drawn radially with the centerline of said Railway Company's Branch Line Main Track centerline, a distance of 25 feet, thence southerly, along a line drawn concentric with and 100 feet easterly, when measured radially, from the centerline of said Railway Company's Branch Line Main Track centerline, to a point opposite Station 1953+00 on the centerline of said Railway Company's Branch Line Main Track centerline, thence westerly along a line drawn radially with the centerline of said Railway Company's Branch Line Main Track centerline, a distance of 25 feet, thence southerly, along a line drawn concentric with and 75 feet easterly, when measured radially from said Railway Company's Branch Line Main Track centerline to the west line of said Section 19, also being the terminus of the herein described line

EXCEPTING THEREFROM, a strip of land 30 feet wide, the center line of which is 435 feet north from and parallel with the East and West centerline of said Section 19, extending from the west line of said Section 19 to the East boundary of said hereinabove described tract; ALSO EXCEPTING THEREFROM, that portion of said hereinabove described tract lying northerly of a line parallel with and distant 150.0 feet Southerly from, measured at right angles to said Railway Company's (formerly Great Northern Railway Company) Everett to Spokane Main Track centerline, as originally located and constructed; also,

That portion of that certain 100.0 foot wide Branch Line right of way, in the Town of Bromart, Snohomish County, Washington, being 50.0 feet on each side of said Main Track centerline, as originally located and constructed, upon, over and across the El/2, E1/2, Section 24, the El/2, NE1/4, Section 25, all in Township 28 North, Range 5 East, W. M., bounded Northerly by the East line of said E 1/2, E 1/2, Section 24, and bounded Southerly by the East line of said E1/2, NE 1/4, Section 25, also,

That portion of that certain 100.0 foot wide Branch Line right of way, being 50.0 feet on each side of said Main Track centerline, as originally located and constructed, upon, over and across Government Lots 1, 2, 3, 5, 6, of Section 30, Township 28 North, Range 6 East, W M., bounded Westerly by the West lines of said Lots 1 and 2 and bounded Southerly by the South line of said Lot 5, also,

That portion of that certain 110.0 foot wide Branch Line right of way, being 60.0 feet Westerly and 50.0 feet Easterly of said Main Track centerline, as originally located and constructed, upon, over and across Government Lot 8 of Section 31, Township 28 North, Range 6 East, W M, bounded Northerly and Southerly by the North and South lines of said Lot 8, also,

Continued on next page

Page 5 of 9 That portion of that certain 200.0 foot wide Branch Line right of way, being 100.0 feet on each side of said Main Track centerline, as originally located and constructed, upon, over and across Government Lot 3, the NE'/4SW'/a and the SE'/4NW'/4, Section 31, Township 28 North, Range 6 East, W M, bounded Northerly by the North line of said SEA/4NW¼ Section 31, and bounded Southerly by the South line of said Government Lot 3 and its easterly prolongation, also,

That certain 2.0 acre tract of land described in deed dated April 13, 1918 from John S. Eby to the Northern Pacific Railway Company, recorded April 20, 1918 in Volume 180 of Deeds, Page 451, records of Snohomish County, Washington, said tract being described in said deed for reference as follows:

"That property of the grantor (being the north nine hundred forty-five and five tenths (945.5) feet, more or less, of the south eleven hundred forty-three and five tenths (1143.5) feet of the north- half of the southwest quarter (N V2 of SW /a) of section thirty-one (31) in Township twenty-eight (28) North, Range six (6) East of the Willamette Meridian, west of the present right of way of said Railway Company lying between lines parallel with and distant respectively one hundred (100) and one hundred fifty (150) feet westerly from the center line of the present main track of said Railway Company, as the same is now constructed and operated over and across said section, also that portion of said N V2 of SW '/4 lying between lines parallel with and distant respectively one hundred fifty (150) and two hundred (200) feet westerly from said above named main track center line and between a line parallel with and distant one hundred ninety-eight (198) feet northerly from the south line of said government subdivision and a line drawn at right angles to said main track center line at a point distant twenty-one hundred thirty-four and eight tenths (2134.8) feet northerly from its point intersection with the south line of said section 31, containing in all two (2) acres, more or less", also,

That certain 0.35 acre tract of land described in deed dated March 25, 1918 from John Grinier and Alice Grinier to the Northern Pacific Railway Company, recorded April 10, 1918 in Volume 180 of Deeds, Page 401, records of Snohomish County, Washington, said tract being described in said deed for reference as follows:

"A strip of land of the Westerly side of and adjacent to the present two hundred (200) foot right of way of said Railway Company in the south six (6) acres (or the south one hundred ninety-eight (198) feet more or less, of the north-half of the southwest quarter (N ^/2 of SW¼) of section thirty-one (31) in Township twenty-eight (28) North, Range six (6) East of the Willamette Meridian, said strip of land being more particularly described as follows:

"Beginning at a point on the south line of said N'/2 of SW '/4, one hundred (100) feet distant westerly, measured at right angles, from the present main track of said Railway Company, as the same is now, constructed and operated over and across said section, thence northerly on a line parallel with and one hundred (100) feet distant westerly from said center line to the north line of the property of said grantors (being the north line of the south 198 feet, more or less of the above named government subdivision), thence west along said north line to a point two hundred (200) feet distant westerly, measured at right angles, from said main track center line, thence southeasterly in a straight line to a point on the south line of said above named government subdivision fifty-five (55) feet west of the point of beginning, thence east to the point of beginning, containing thirty-five hundredths (35/100) acres, more or less", also,

Continued on next page Page 6 of 9 That certain tract of land described in deed dated December 15, 1937 from Ella L Moulton to the Northern Pacific Railway Company recorded February 19, 1938 in Volume 238 of Deeds, Page 102, records of Snohomish County, Washington, said tract of land being described in said deed for reference as follows:

"That portion of Tract No 139 as shown on the official plat of CATHCART on file and of record in the office of the Auditor of said County situate within the south half of southwest quarter (S'/2 of SW'/4) of Section thirty-one (31) in Township twenty-eight (28) North, Range six (6) East of the Willamette Meridian, lying easterly of a line parallel with and distant fifty (50) feet westerly measured at right angles, from the center line of the present main track of the Northern Pacific Railway Company as the same is now constructed and operated over and across said section thirty- one", also,

That portion of that certain 100.0 foot wide Branch Line right of way, being 50.0 feet on each side of said Main Track centerline, as originally located and constructed, upon, over and across Government Lot 4 in Section 31, Township 28 North, Range 6 East, W M, Government Lots 4, 5, 6 and 7 in Section 6, Government Lots 1, 2, 3, 4 and the SE' , SW¼ Section 7, Government Lots 2, 3, 4 and the E'/2, NW'/4 Section 18, Government Lots I and 2 Section 19, all in Township 27 North, Range

6 East, W. M, the EV2, E ^/2, NEB/a Section 12, and the SE'/4,NE'/a and the NE'/4, 5E¼ Section 24, all in Township 27 North, Range 5 East, W. M., bounded Northerly by the North line of said Government Lot 4 in Section 31, and bounded Southerly the West line of said NE'/4, SE'/4 Section 24, also

That portion of that certain 200.0 foot wide Maltby Station Ground property, being 100.0 feet on each side of said Main Track centerline, as originally located and constructed, upon, over and across the W'/ 5E'/4 Section 24, Township 27 North, Range 5 East, W M, bounded Easterly and Westerly by the East and West lines of said W'/z, SE'/4 Section 24, EXCEPTING THEREFROM, that portion of said 200.0 foot wide Station Ground property lying Northwesterly of a line concentric with and distant 25.0 feet Northwesterly from, measured radially to said Railway Company's Main Track centerline as now located and constructed, also

That portion of that certain 100.0 foot wide Maltby Station Ground property, being 50.0 feet on each side of said Main Track centerline, as originally located and constructed, upon, over and across the E1/2SW'/4 Section 24, Township 27 North, Range 5 East, W. M, bounded Northerly by the East line of said SW'/a Section 24 and bounded Southerly by the South Line of said SW'/4 Section 24, EXCEPTING THEREFROM, that portion lying Northwesterly of a line concentric with and distant 25.0 feet Northwesterly from, measured radially to said Railway Company's Main Track centerline as originally located and constructed, bounded Northeasterly by the East line of said SW'/4 Section 24, and bounded Southwesterly by the Easterly edge of the travelway of the Street connecting 91 st Avenue SE with Yew Way in the City of Maltby, Washington, as now located and constructed in a generally Southerly direction from 91s t Avenue SE, and about 100 feet Southwesterly of the North- South quarter line of said Section 24, as measured along said Main Track centerline, also,

That portion of that certain 200.0 foot wide Maltby Station Ground property, being 100.0 feet on each side of said Main Track centerline, as originally located and constructed, upon, over and across the NW'/4 Section 25, Township 27 North, Range 5 East, W M, bounded Northerly and

Continued on next page

Page 7 of 9 Southerly by the North and South lines of said NW/4 Section 25, also

That portion of that certain 100.0 foot wide Branch Line right of way, being 50.0 feet on each side of said Main Track centerline, as originally located and constructed, upon, over and across the NW'/4, NE'/4, SW/4 Section 25, Township 27 North, Range 5 East, W M, bounded Northerly and Westerly by the North and West lines of said NW'/4, NE'/4, SW/4 Section 25, also,

That portion of that certain 200.0 foot wide Branch Line right of way, being 100.0 feet on each side of said Main Track centerline, as originally located and constructed, upon, over and across the NW/4SW'/4 Section 25, the NE'/4, SE¼ and the NE 1/4 Section 26, all in Township 27 North, Range 5 East, WM,, bounded on the East by the East line of said NW'/4,SW'/ Section 25, and bounded on the West by the West line of said NE'/ Section 26, also

That portion of that certain 100.0 foot wide Branch Line right of way, being 50.0 feet on each side of said Main Track centerline, as originally located and constructed, upon, over and across the SE'/4, NW'/4 and the NE' , SW'/4 Section 26, Township 27 North, Range 5 East, W. M, bounded Easterly by the East lime of said SE'/4, NW'/ Section 26, and bounded Westerly by the South line of said SE'/4, NW'/4 Section 26, and bounded by the West Line of said NE 'A, SW 'A Section 26, also

That portion of that certain 200.0 foot wide Branch Line right of way, being 100.0 feet on each side of said Main Track centerline, as originally located and constructed, upon, over and across the W14, SW'/4 Section 26, and the NW'/4NW'/4 Section 35, all in Township 27 North, Range 5 East, W.M.; bounded on the East by the East line of said W'/z, SW'/ Section 26, and bounded on the South by the South line of said NW'/, NW'/4 Section 35; EXCEPTING THEREFROM, that portion lying Westerly of a line parallel and/or concentric with and distant 50.0 feet Westerly from, measured at right angles and/or radially to said Railway Company's Main Track centerline as originally located and constructed, bounded on the North by the North line of said Section 35, and bounded on the South by a line radial to said Main Track centerline at a point 530.0 feet South of the North line of said Section 35, as measured along said Main Track centerline, also,

That portion of that certain 100.0 foot wide Branch Line right of way, being 50.0 feet on each side of said Main Track centerline, as originally located and constructed, upon, over and across the SW' , NW¼ Section 35, the SE'/4, SE'/, NE¼ and the NE' , SE¼ Section 34, all in Township 27 North, Range 5 East, W.M., bounded on the North by the North line of said SW' , NW¼ Section 35, and bounded on the South by the South line of said NE' , SE¼ Section 34, also,

That portion of that certain 50.0 foot wide Branch Line right of way being 25.0 feet on each side of said Main Track centerline, as originally located and constructed, upon, over and across the SE' , SE¼ Section 34, Township 27 North, Range 5 East, W.M., bounded on the North by the North line of said SE'/4, SE'/ Section 34, and bounded on the South by a line radial to said Railway Company's Main Track centerline, as originally located and constructed, at a point distant 600 feet Southwesterly of said North line of said SE' , SE¼ Section 34, as measured along said Main Track centerline, also,

Continued on next page

Page 8 of 9 That portion of that certain 100.0 foot wide Branch Line right of way, being 50.0 feet on each side of said Main Track centerline as originally located and constructed, upon, over and across the S 1/2,SE'/4 and the SE¼, SW¼ Section 34, Township 27 North, Range 5 East, W.M., bounded on the North by a line radial to said Railway Company's Main Track centerline, as originally located and constructed, at a point distant 600 feet Southwesterly of said North line of said SEA /4, SE'/4 Section 34, as measured along said Main Track centerline, and bounded on the South by the South line of said Section 34, said line also being the South line of Snohomish County Washington.

Easement Agreement for Snohomish Bridge (BNSF to Port of Easement Agreement for Snohomish Seattle). December 17. 2009. That portion of BNSF Railway Company's (formerly Northern Pacific Railway Company) 50.0 foot wide Snohomish to Kennydale, Washington Branch Line right of way, being 25.0 feet wide on each side of said Railway Company's Main Track centerline, as originally located and constructed, upon, over and across Government Lot 4, Section 18, Township 28 North, Range 6 East, W.M., bounded Northeasterly by a line parallel with and distant 50.0 feet Northeasterly from, measured at right angles to said Railway Company's (formerly Great Northern Railway Company) Everett to Spokane Main Track centerline as originally located and constructed and bounded Southwesterly by a line parallel with and distant 150.0 feet Southwesterly from, measured at right angles to said Railway Company's Everett to Spokane Main Track centerline.

.0

Page 9 of 9 EXHIBIT E Form of Bill of Sale

BILL OF SALE

THIS BILL OF SALE is made this day of , 2014, by and between the Port of Seattle, a municipal corporation of the State of Washington (the "Port") and Snohomish County, a political subdivision of the State of Washington (the "County").

A. The Port and the County have entered into that certain Real Estate and Purchase and Sale Agreement dated , 2014 (the "Agreement"), pursuant to which the Port has agreed to convey and quitclaim to the County and the County has agreed to accept certain real property located in Snohomish County, Washington, as more particularly described in the Agreement (the "Property").

B. The Property is improved with rail tracks and certain commercial and industrial structures and fixtures associated with rail operations, including that certain bridge structure over the Snohomish River connecting portions of the Property (the "Improvements").

C. Pursuant to the terms of the Agreement, the Port has executed and the County has acknowledged that certain Quit Claim Deed dated of even date herewith pursuant to which the Port has conveyed and quitclaimed and the County has accepted the Property.

D. In accordance with the terms of the Agreement, the Parties are entering into this Bill of Sale for the transfer and conveyance of the Improvements.

NOW, THEREFORE, for and in consideration of the above recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Port does by these presents convey, quitclaim and deliver unto the County all of its right, title, and interest, if any, in and to any personal property located on the Property together with that certain bridge structure over the Snohomish River connecting portions of the Property (the "Improvements").

TO HAVE AND TO HOLD the Improvements unto the County, its successors and assigns, forever.

[The remainder of this page is intentionally left blank.]

REAL ESTATE PURCHASE AND SALE AGREEMENT E-1 Exhibit E — Form of Bill of Sale IN WITNESS WHEREOF, the Port and the County have executed this Bill of Sale as of the day and year first above written.

I a Al 14 I

The Port of Seattle, Snohomish County, a municipal corporation of the State of a political subdivision of the State of Washington Washington

By Name: Name: Title: Title:

[The remainder of this page is intentionally left blank.]

REAL ESTATE PURCHASE AND SALE AGREEMENT E-2 Exhibit E - Form of Bill of Sale

EXHIBIT F Form of Easement Transfer and Bill of Sale

Return Address:

Snohomish County Property Manager 3000 Rockefeller Avenue Mail Stop 404 Everett, WA 98201-4046

Document Title(s) (or transactions contained therein): 1. Easement Transfer and Bill of Sale

Reference Number(s) of Documents assigned or released: N/A (on page — of documents(s))

Grantor(s) (Last name first, then first name and initials): 1. The Port of Seattle, a municipal corporation of the State of Washington

Grantee(s) (Last name first, then first name and initials): 1. Snohomish County, a political subdivision of the State of Washington

Legal description (abbreviated: i.e. lot, block, plat or section, township, range)

Ptn BNSF Railway Company's Snohomish to Woodinville, Washington Branch Line right-of-way lying within Govt. Lt. 4, Sec. I 8,T28N,R6E. Assessor's Property Tax Parcel/Account Number N/A

REAL ESTATE PURCHASE AND SALE AGREEMENT F-I Exhibit F — Form of Easement Transfer Bill of Sale THIS EASEMENT TRANSFER AND BILL OF SALE (this "Transfer Document") is made this day of , 2014, by and between the Port of Seattle, a municipal corporation of the State of Washington (the "Port"), and Snohomish County, a political subdivision of the State of Washington (the "County"), acting in its governmental capacity.

A. The Port and the County have entered into that certain Real Estate and Purchase and Sale Agreement dated , 2014 (the "Agreement"), pursuant to which the Port has agreed to convey and quitclaim to the County and the County has agreed to accept certain real property located in Snohomish County, Washington, as more particularly described in the Agreement (the "Property").

B. The Property is improved with rail tracks and certain commercial and industrial structures and fixtures associated with rail operations, including that certain bridge structure over the Snohomish River connecting portions of the Property (the "Snohomish River Bridge").

C. In addition to crossing the Snohomish River, the Snohomish River Bridge crosses certain real property owned or controlled by BNSF (the "BNSF Mainline"). On or about December 18, 2009, the Port acquired by Easement Agreement a non-exclusive perpetual easement across and above the BNSF Mainline (the "Bridge Easement").

D. Pursuant to the terms of the Agreement, the Port has executed and the County has acknowledged that certain Quit Claim Deed dated of even date herewith pursuant to which the Port has conveyed and quitclaimed and the County has accepted the Property.

E. Pursuant to the terms of the Agreement, the Port has executed and the County has acknowledged that certain Bill of Sale dated of even date herewith pursuant to which the Port has conveyed and quitclaimed and the County has accepted the Snohomish River Bridge.

F. In accordance with the terms of the Agreement, the Parties are entering into this Bill of Sale for the transfer and conveyance of the Bridge Easement.

NOW, THEREFORE, for and in consideration of the above recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Port conveys and quitclaims to the County all of its right, title and interest in and to that certain Bridge Easement crossing the BNSF Mainline as legally described in the attached Exhibit A, and the County assumes all of the Port's responsibilities and obligations under the Bridge Easement.

REAL ESTATE PURCHASE AND SALE AGREEMENT F-2 Exhibit F — Form of Easement Transfer Bill of Sale IN WITNESS WHEREOF, the Port and the County have executed this Transfer Document as of the day and year first above written.

The Port of Seattle Snohomish County, a municipal corporation of the State of a political subdivision of the State of Washington Washington

M Name: Title: Title:

[The remainder of this page is intentionally left blank.]

REAL ESTATE PURCHASE AND SALE AGREEMENT F-3 Exhibit F — Form of Easement Transfer Bill of Sale STATE OF WASHINGTON ) ss. COUNTY OF KING )

On this day of , 2014, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared , to me known to be the person who signed as the of THE PORT OF SEATTLE, a municipal corporation of the State of Washington, that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said municipal corporation for the uses and purposes therein mentioned, and on oath stated that was duly elected, qualified and acting as said official of the municipal corporation and that was authorized to execute said instrument.

GIVEN UNDER my hand and official seal hereto affixed the day and year in this certificate first above written.

(Signature of Notary)

(Print or stamp name of Notary)

NOTARY PUBLIC in and for the State of Washington, residing at My appointment expires:

REAL ESTATE PURCHASE AND SALE AGREEMENT F-4 Exhibit F — Form of Easement Transfer Bill of Sale STATE OF WASHINGTON ) ss. COUNTY OF SNOHOMISH )

On this day of , 2014, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared , to me known to be the person who signed as the of SNOHOMISH COUNTY, a political subdivision of the State of Washington, that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said county for the uses and purposes therein mentioned, and on oath stated that was duly elected, qualified and acting as said official of the county and that was authorized to execute said instrument.

GIVEN UNDER my hand and official seal hereto affixed the day and year in this certificate first above written.

(Signature of Notary)

(Print or stamp name of Notary)

NOTARY PUBLIC in and for the State of Washington, residing at My appointment expires:

REAL ESTATE PURCHASE AND SALE AGREEMENT F-5 Exhibit F — Form of Easement Transfer Bill of Sale Exhibit A Legal Description of Bridge Easement

That portion of BNSF Railway Company's (formerly Northern Pacific Railway Company) 50.0 foot wide Snohomish to Kennydale, Washington Branch Line right of way, being 25.0 feet wide on each side of said Railway Company's Main Track centerline, as originally located and constructed, upon, over and across Government Lot 4, Section 18, Township 28 North, Range 6 East, W.M., bounded Northeasterly by a line parallel with and distant 50.0 feet Northeasterly from, measured at right angles to said Railway Company's (formerly Great Northern Railway Company) Everett to Spokane Main Track centerline as originally located and constructed and bounded Southwesterly by a line parallel with and distant 150.0 feet Southwesterly from, measured at right angles to said Railway Company's Everett to Spokane Main Track centerline.

REAL ESTATE PURCHASE AND SALE AGREEMENT F-6 Exhibit F — Form of Easement Transfer Bill of Sale I^.^ :1i13Y1[! Form of Partial Assignment and Assumption of Operations and Maintenance Agreement

THIS PARTIAL ASSIGNMENT AND ASSUMPTION OF OPERATIONS AND MAINTENANCE AGREEMENT (this "Assignment") is executed on this day of , 2014, by and between the Port of Seattle, a municipal corporation of the State of Washington ("Assignor"), and Snohomish County, a political subdivision of the State of Washington ("Assignee").

RECITALS

A. Assignor and Assignee are parties to that certain Real Estate Purchase and Sale Agreement dated as of , 2014 (the "Agreement"), pursuant to which Assignor has agreed to sell and Assignee has agreed to buy the real property legally described in Exhibit A of this Assignment (the "Property").

B. Assignor is a party to the Operations and Maintenance Agreement Between Port of Seattle and GNP Rly, Inc. (the "O&M Agreement"), which sets forth the rights, obligations, terms and conditions for freight rail operations over the Woodinville Subdivision. Attached hereto as Schedule 1 and incorporated herein by this reference is a true and correct copy of the O&M Agreement.

C. Pursuant to the Agreement, Assignee wishes to succeed Assignor to all right, title and interest in and to the O&M Agreement so far as it applies to the Property, and Assignor wishes to retain all right, title and interest in and to the O&M Agreement so far as it applies to the remainder of the Woodinville Subdivision.

hl7:I9lDk LIDS I11

NOW, THEREFORE, in consideration of the promises and conditions contained in this Assignment, the parties agree as follows:

1. Partial Assignment of O&M Agreement. Assignor hereby assigns and transfers to Assignee all of Assignor's right, title and interest in and to the O&M Agreement to the extent that the O&M Agreement affects and applies to rail operations over the Property. The Assignor shall retain all right, title and interest in the O&M Agreement to the extent it affects and applies to other real property and improvements outside the Property.

2. Partial Assumption of O&M Agreement. To the extent assigned as set forth above, Assignee hereby assumes all of Assignor's duties and obligations under the

REAL ESTATE PURCHASE AND SALE AGREEMENT G-1 Exhibit G — Form of Partial Assignment and Assumption of Operations and Maintenance Agreement O&M Agreement arising and accruing from and after the date of this Assignment, and Assignee further succeeds to the interests of Assignor under the O&M Agreement.

3. Indemnification.

3.1 Indemnification by Assignor. Assignor agrees to fully, completely and unconditionally indemnify and hold Assignee harmless from and against all claims, losses, expenses, liabilities, damages, including without limitation, interest and penalties, attorneys' fees, and all amounts paid in settlement of any claim, that may be asserted against Assignee, or which Assignee may incur or suffer and that arise under the O&M Agreement (i) prior to the date of closing of the transaction contemplated in the Agreement, or (ii) to the extent the O&M Agreement affects and applies to real property and improvements outside the Property.

3.2 Indemnification by Assignee. Assignee agrees to fully, completely and unconditionally indemnify and hold Assignor harmless from and against all claims, losses, expenses, liabilities, damages, including without limitation, interest and penalties, attorneys' fees, and all amounts paid in settlement of any claim, that may be asserted against Assignor, or which Assignor may incur or suffer and that arise under the O&M Agreement (i) after the date of closing of the transaction contemplated in the Agreement, and (ii) to the extent the O&M Agreement affects and applies to the Property.

4. Binding Effect. This Assignment shall be binding on and inure to the benefit of the Assignor, Assignee and their respective successors in interest and assigns.

5. Governing Law. This Assignment shall be construed and enforced in accordance with the laws of the State of Washington. Venue for any action regarding this Assignment shall be the Superior Court in and for Snohomish County.

[The remainder of this page is intentionally left blank.]

REAL ESTATE PURCHASE AND SALE AGREEMENT G-2 Exhibit G — Form of Partial Assignment and Assumption of Operations and Maintenance Agreement IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment the day and year first above written.

The Port of Seattle, municipal corporation of the State of Washington

C Name: Title:

SNOHOMISH COUNTY, a political subdivision of the State of Washington

II Name: Title:

[The remainder of this page is intentionally left blank.]

REAL ESTATE PURCHASE AND SALE AGREEMENT G-3 Exhibit G — Form of Partial Assignment and Assumption of Operations and Maintenance Agreement STATE OF WASHINGTON ) ) ss. COUNTY OF KING )

On this day of , 2014, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared , to me known to be the person who signed as of THE PORT OF SEATTLE, a municipal corporation of the State of Washington, that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said company for the uses and purposes therein mentioned, and on oath stated that was duly elected, qualified and acting as said officer or member of the municipal corporation, and that was authorized to execute said instrument on behalf of said municipal corporation.

IN WITNESS WHEREOF I have hereunto set my hard and official seal the day and year first above written.

(Signature of Notary)

(Print or stamp name of Notary)

NOTARY PUBLIC in and for the State of Washington, residing at My appointment expires:

REAL ESTATE PURCHASE AND SALE AGREEMENT G-4 Exhibit G — Form of Partial Assignment and Assumption of Operations and Maintenance Agreement STATE OF WASHINGTON ) ) ss. COUNTY OF SNOHOMISH )

On this day of , 2014, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared , to me known to be the person who signed as of SNOHOMISH COUNTY, the political subdivision of the State of Washington that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said company for the uses and purposes therein mentioned, and on oath stated that was duly elected, qualified and acting as said officer or member of the county, and that was authorized to execute said instrument on behalf of said county.

IN WITNESS WHEREOF I have hereunto set my hand and official seal the day and year lust above written.

(Signature of Notary)

(Print or stamp name of Notary)

NOTARY PUBLIC in and for the State of Washington, residing at My appointment expires:

REAL ESTATE PURCHASE AND SALE AGREEMENT G-5 Exhibit G — Form of Partial Assignment and Assumption of Operations and Maintenance Agreement Exhibit A Legal Description of the Property

[See attached.]

REAL ESTATE PURCHASE AND SALE AGREEMENT G-6 Exhibit G — Form of Partial Assignment and Assumption of Operations and Maintenance Agreement GIONAL i103 RE

GRANTOR: PORT OF SEATTLE

GRANTEE: SNOHOMISH COUNTY

ABBREVIATED LEGAL DESCRIPTION: Snohomish County: Ptn BNSF Railway Company's Snohomish to Woodinville, Washington Branch Line right-of-way lying within the following: SW 1/4 See. 18,T28N,R.6E; Lts. 4 & 5, Blk. 2, Snohomish City Eastern Part, Vol. 1, Pg. 7; Govt. Lts. 1 & 2 & NW ¼, Sec. 1 9,T28N,R6E; NE V4& SE ¼, Sec.24,T28N,R5E; NE ¼ Sec.25,T28N,R5E; Govt. Lts. 1, 2, 3, 5 & 6 Sec.30, T28N,R6E; Govt. Lts. 3, 4 & 8, SW ¼ & NW ¼ Sec.31,T28N,R6E; Lt. 139 Cathcart; Govt. Lts. 4, 5, 6 & 7 Sec.6,T27N,R6E; Govt. Lts. 1, 2, 3, & 4 & SW ¼, Sec.7,T27N,R6E; Govt. Lts. 2, 3 & 4 & NW ¼, Sec.18,T27N,R6E; Govt. Lts. 1 & 2 Sec.19,T27N,R6E; NE ¼, Sec.12,T27N,RSE; NE ¼, SW ¼, & SE ¼, Sec.24,T27N,R5E; NW ¼ & SW ¼, Sec.25,T27N,R5E; Sec.26,T27N.R5E; and SW ¼, SE ¼, & NE ¼, Sec 34,T27N,R5E.

SNOHOMISH COUNTY AUDITOR'S TAX PARCEL NUMBER: 00000000000100 (No Tax Parcel assigned)

Page 1 of 9 tE•1IJ1 'd

All that portion of BNSF Railway Company's (formerly Northern Pacific Railway Company) City of Snohomish (MP 38.3) to (MP 26.384), Washington Branch Line right of way, varying in width on each side of said Railway Company's Main Track centerline, as now located and constructed upon, over and across Snohomish County, Washington, more particularly described as follows, to-wit

That portion of that certain 60.0 foot wide Branch Line right of way being 30 0 feet on each side of said Main Track centerline, as originally located and constructed, upon, over and across State Street, as said street is shown on plat of Snohomish City Eastern Part, recorded as Instrument No. 187204125001 in Book 1, Page 7, records of the Snohomish County, Washington Auditor, lying southerly of the Easterly prolongation of the centerline of vacated Commercial Street, as said Commercial Street is shown on said plat; also

That portion of the Southerly half of vacated Commercial Street as said street is shown on the plat of Snohomish City Eastern Part, recorded as Instrument No 187204125001 in Book 1, Page 7, records of the Snohomish County, Washington Auditor, vacated by ordinance No. 354 of the City of Snohomish, State of Washington, passed May 16, 1911, described as follows:

Beginning at the northeast corner of Lot 5, Block 2 of said plat of Snohomish City Eastern Part, thence Westerly, along the northerly line of said Lot 5, a distance of 20 feet, more or less, to a point 50 feet distant westerly, when measured at right angles from the centerline of State Street, as said State Street is shown on said plat. thence Northerly, along a line 50 feet westerly from the center line of said State Street, 30 feet, more or less to the centerline of said Commercial Street, thence Easterly, along said centerline of Commercial Street, 20 feet, more or less to the northerly prolongation of the east line of said Lot 5, thence Southerly, along said northerly prolongation, 30 feet, more or less, to Point of Beginning, also,

Lots 4 and 5, of Block 2 as shown on plat of Snohomish City Eastern Part, recorded as Instrument No 187204125001 in Book 1, Page 7, records of the Snohomish County, Washington Auditor, also,

That portion of that certain 50.0 foot wide Branch Line right of way being 25.0 feet on each side of said Main Track centerline, as originally located and constructed, upon, over and across Government Lot 4, Section 18, Township 28 North, Range 6 East, W M, bounded Northeasterly by the Southwesterly Bank of the Snohomish River, and bounded Southwesterly by a line parallel with and distant 50 0 feet Northeasterly from, measured at right angles to said Railway Company's (formerly Great Northern Railway Company) Everett to Spokane Main Track centerline as originally located and constructed, together with all right, title and interest if any, to accommodate said railway company's facilities and operations over and across the Snohomish River, also

Continued on next page

Page 2 of 9 That portion of that certain 50.0 foot wide Branch Line right of way being 25.0 feet on each side of said Main Track centerline, as originally located and constructed, upon, over and across Government Lot 4, Section 18, Township 28 North, Range 6 East, W M, bounded Northeasterly by a line parallel with and distant 150.0 feet Southwesterly from, measured at right angles to said Railway Company's (formerly Great Northern Railway Company) Everett to Spokane Main Track centerline as originally located and constructed, and bounded Southerly by the Southerly line of said Government Lot 4, also

A triangular shaped tract of land being that portion of Government Lot 4, Section 18, Township 28 North, Range 6 East, W M., bounded Northeasterly by a line parallel with and distant 150 0 feet Southwesterly from, measured at right angles to said Railway Company's (formerly Great Northern Railway Company) Everett to Spokane Main Track centerline as originally located and constructed, bounded Northwesterly by a line parallel with and distant 25 feet Easterly from, measured at right angles to said Railway Company's Branch Line right of way Main Track centerline as originally located and constructed and bounded Southerly by the Southerly line of said Government Lot 4, also

That certain 0.11 acre strip of land described in deed dated September 9, 1903 from J H Shadinger and Hattie E Shadinger to Northern Pacific Railway Company recorded September 19 in Book 80, Page 296, records of Snohomish County, Washington, said 0.11 acre strip of land being described in said deed for reference as follows:

"A strip of land eighty (80) feet in width across that certain thirty-three (33) foot strip of land in Lot four (4), Section eighteen (18), Township twenty-eight (28) north, Range six (6) east, W.M, which lies immediately south of, parallel with and contiguous to the right of way of the Great Northern Railway Company across said subdivision, said eighty (80) foot strip of land having for its east and west boundaries two lines that are parallel with and respectively distant twenty-six (26) feet on the northeasterly side and fifty-four (54) feet on the southwesterly side of the center line of the proposed track which is to connect the Great Northern Railway with the Northern Pacific Railway as the same is located, staked and constructed over and across said subdivision, containing 0.11 acres, more or less", also,

That certain 1.94 acre strip of land described in deed dated September 9, 1903 from Kate G Ford, D. A. Ford, Ruth S. Ford and D. A. Ford as sole executor to Northern Pacific Railway Company recorded September 19 in Book 80, Page 298, records of Snohomish County, Washington, said 1.94 acre strip of land being described in said deed for reference as follows:

"All that portion of Lot four (4), Section eighteen (18) and of Lot one (1) (or the northwest quarter of the northwest quarter) of Section nineteen (19), Township twenty-eight (28) north, Range six (6) east, W M, lying westerly of the Northern Pacific Railway Company's right of way and southerly of a line drawn parallel with and thirty-three (33) feet distant southerly from the south line of the Great Northern Railway Company's right of way and between lines drawn parallel with and respectively distant twenty-six (26) feet easterly from and fifty-four (54) feet westerly from the center

Continued on next page

Page 3 of 9 line of the proposed track which is to connect the Northern Pacific Railway with the Great Northern Railway as the same is now located, staked out and to be constructed over and across said premises, said strip of land containing 1.94 acres, more or less", also,

That certain 0.08 acre strip of land described in deed dated April 25, 1908 from Robert Henry and Margaret R Henry to Northern Pacific Railway Company recorded June 1, 1908 in Book 110 of Deeds, Page 509, records of the County Auditor, Snohomish County, Washington, said 0.08 acre strip of land being described in said deed for reference as follows:

"A strip of land thirty (30) feet wide described as follows Beginning at a point on the section line between Sections 18 and 19, Township 28 North, Range 6 East, Willamette Meridian, fifty-five (55) feet distant measured at right angles from the center line of the main track of the said Railway Company as the same is now located, constructed, maintained and operated through said sections; thence northeasterly on a line parallel with and fifty-five (55) feet distant from said center line one hundred ten (110) feet, more or less, to the south line of the Tacoma Power Company's right of way, thence southeasterly along the south line of said Tacoma Power Company's right of way thirty (30) feet to the westerly line of the present right of way of said Northern Pacific Railway Company, which line at that point is twenty-five (25) feet from the center line of the main track of said Railway Company, thence southwesterly along said westerly line of the right of way one hundred ten (110) feet, more or less, to the point where said right of way widens to fifty (50) feet on each side of said center line; thence westerly twenty-five (25) feet to point of intersection with the above described section line, thence west along said section line five (5) feet, more or less, to place of beginning, said strip being situated in Lot four (4) Section eighteen (18) and Lot one (1) Section nineteen (19) all in Township twenty-eight (28) North, Range six (6) East, Willamette Meridian and containing eight hundredths (0.08) of an acre, more or less.", also,

That portion of said Railway Company's property in Government Lot 4, Section 18, Township 28 North, Range 6 East, W M, Snohomish County, Washington, bounded Northeasterly and Southwesterly by two lines drawn parallel with and distant Southwesterly 150.0 feet and 183.0 feet, respectively, from, measured at right angles to said Railway Company's (formerly Great Northern Railway Company) Everett to Spokane Main Track centerline as originally located and constructed and bounded Southeasterly and Northwesterly by two lines drawn parallel with and distant Northwesterly 25.0 feet and 50.0 feet, respectively, from, measured at right angles to said Railway Company's Branch Line Main Track centerline as now located and constructed; also, That portion of that certain 100.0 foot wide Branch Line right of way, in the Town of Bromart, Snohomish County. Washington, being 50.0 feet on each side of said Main Track centerline, as originally located and constructed, upon, over and across Lots 1 and 2, Section 19, Township 28 North, Range 6 East, W M, Snohomish County, Washington, bounded Northerly by the North line of said Section 19, and bounded Westerly by the West line of said Section 19, also,

That portion of said Railway Company's property in Lots 1 and 2, Section 19, Township 28 North, Range 6 East, W M, Snohomish County, Washington, bounded as follows Westerly by a line parallel with and distant 50.0 feet Easterly from, measured at right angles to said Railway Company's Branch Line Main Track centerline as now located and constructed; Northerly by the North line of said Section 19 and Easterly by the following described line:

Continued on next page

Page 4 of 9 Beginning at a point on a line parallel with and distant 50.0 feet Southerly from, measured at right angles to said Railway Company's (formerly Great Northern Railway Company) Everett to Spokane Main Track centerline, as originally located and constructed, opposite Station 512+68.45, said point of beginning being the point of a curve to the left having a radius of 621.20 feet, thence westerly, along the arc of said curve to the left and consuming a central angle of 90°57'06", an are distance of 986.10 feet to the point of tangency of said curve, said point of tangency being 125 feet easterly, when measured at right angles from Station 1963+97.51 on said Railway Company's Branch Line Main Track centerline; thence southerly, along a line drawn parallel and/or concentric with and 125 feet easterly, when measured at right angles and/or radially, from said Branch Line Main Track centerline, to a point opposite Station 1956+00 on said Railway Company's Branch Line Main Track centerline, thence westerly, along a line drawn radially with the centerline of said Railway Company's Branch Line Main Track centerline, a distance of 25 feet, thence southerly, along a line drawn concentric with and 100 feet easterly, when measured radially, from the centerline of said Railway Company's Branch Line Main Track centerline, to a point opposite Station 1953+00 on the centerline of said Railway Company's Branch Line Main Track centerline, thence westerly along a line drawn radially with the centerline of said Railway Company's Branch Line Main Track centerline, a distance of 25 feet, thence southerly, along a line drawn concentric with and 75 feet easterly, when measured radially from said Railway Company's Branch Line Main Track centerline to the west line of said Section 19, also being the terminus of the herein described line

EXCEPTING THEREFROM, a strip of land 30 feet wide, the center line of which is 435 feet north from and parallel with the East and West centerline of said Section 19, extending from the west line of said Section 19 to the East boundary of said hereinabove described tract; ALSO EXCEPTING THEREFROM, that portion of said hereinabove described tract lying northerly of a line parallel with and distant 150.0 feet Southerly from, measured at right angles to said Railway Company's (formerly Great Northern Railway Company) Everett to Spokane Main Track centerline, as originally located and constructed; also,

That portion of that certain 100.0 foot wide Branch Line right of way, in the Town of Bromart, Snohomish County, Washington, being 50.0 feet on each side of said Main Track centerline, as originally located and constructed, upon, over and across the El/2, El/2, Section 24, the E1/2, NE1/4, Section 25, all in Township 28 North, Range 5 East, W. M., bounded Northerly by the East line of said E1/2, El/2, Section 24, and bounded Southerly by the East line of said E1/2, NE1/4, Section 25, also,

That portion of that certain 100.0 foot wide Branch Line right of way, being 50.0 feet on each side of said Main Track centerline, as originally located and constructed, upon, over and across Government Lots 1, 2, 3, 5, 6, of Section 30, Township 28 North, Range 6 East, W M., bounded Westerly by the West lines of said Lots 1 and 2 and bounded Southerly by the South line of said Lot 5, also,

That portion of that certain 110.0 foot wide Branch Line right of way, being 60.0 feet Westerly and 50.0 feet Easterly of said Main Track centerline, as originally located and constructed, upon, over and across Government Lot 8 of Section 31, Township 28 North, Range 6 East, W M , bounded Northerly and Southerly by the North and South lines of said Lot 8, also,

Continued on next page

Page 5 of 9 That portion of that certain 200.0 foot wide Branch Line right of way, being 100.0 feet on each side of said Main Track centerline, as originally located and constructed, upon, over and across Government Lot 3, the NE 1/SW'/ and the SE%NW%, Section 31, Township 28 North, Range 6 East, W M, bounded Northerly by the North line of said SE'/4NWV4 Section 31, and bounded Southerly by the South line of said Government Lot 3 and its easterly prolongation, also,

That certain 2.0 acre tract of land described in deed dated April 13, 1918 from John S. Eby to the Northern Pacific Railway Company, recorded April 20, 1918 in Volume 180 of Deeds, Page 451, records of Snohomish County, Washington, said tract being described in said deed for reference as follows:

"That property of the grantor (being the north nine hundred forty-five and five tenths (945.5) feet, more or less, of the south eleven hundred forty-three and five tenths (1143.5) feet of the north- half of the southwest quarter (N %2 of SW %) of section thirty-one (31) in Township twenty-eight (28) North, Range six (6) East of the Willamette Meridian, west of the present right of way of said Railway Company lying between lines parallel with and distant respectively one hundred (100) and one hundred fifty (150) feet westerly from the center line of the present main track of said Railway Company, as the same is now constructed and operated over and across said section, also that portion of said N'/2 of SW 1/ lying between lines parallel with and distant respectively one hundred fifty (150) and two hundred (200) feet westerly from said above named main track center line and between a line parallel with and distant one hundred ninety-eight (198) feet northerly from the south line of said government subdivision and a line drawn at right angles to said main track center line at a point distant twenty-one hundred thirty-four and eight tenths (2134.8) feet northerly from its point intersection with the south line of said section 31, containing in all two (2) acres, more or less", also,

That certain 0.35 acre tract of land described in deed dated March 25, 1918 from John Grinier and Alice Grinier to the Northern Pacific Railway Company, recorded April 10, 1918 in Volume 180 of Deeds, Page 401, records of Snohomish County, Washington, said tract being described in said deed for reference as follows:

"A strip of land of the Westerly side of and adjacent to the present two hundred (200) foot right of way of said Railway Company in the south six (6) acres (or the south one hundred ninety-eight (198) feet more or less, of the north-half of the southwest quarter (N%z of SW'/) of section thirty-one (31) in Township twenty-eight (28) North, Range six (6) East of the Willamette Meridian, said strip of land being more particularly described as follows:

"Beginning at a point on the south line of said. N'/2 of SW '/4, one hundred (100) feet distant westerly, measured at right angles, from the present main track of said Railway Company, as the same is now, constructed and operated over and across said section, thence northerly on a line parallel with and one hundred (100) feet distant westerly from said center line to the north line of the property of said grantors (being the north line of the south 198 feet, more or less of the above named government subdivision), thence west along said north line to a point two hundred (200) feet distant westerly, measured at right angles, from said main track center line, thence southeasterly in a straight line to a point on the south line of said above named government subdivision fifty-five (55) feet west of the point of beginning, thence east to the point of beginning, containing thirty-five hundredths (35/100) acres, more or less", also,

Continued on next page Page 6 of 9 That certain tract of land described in deed dated December 15, 1937 from Ella L Moulton to the Northern Pacific Railway Company recorded February 19, 1938 in Volume 238 of Deeds, Page 102, records of Snohomish County, Washington, said tract of land being described in said deed for reference as follows:

"That portion of Tract No 139 as shown on the official plat of CATHCART on file and of record in the office of the Auditor of said County situate within the south half of southwest quarter (S'/2 of SW'/) of Section thirty-one (31) in Township twenty-eight (28) North, Range six (6) East of the Willamette Meridian, lying easterly of a line parallel with and distant fifty (50) feet westerly measured at right angles, from the center line of the present main track of the Northern Pacific Railway Company as the same is now constructed and operated over and across said section thirty- one", also,

That portion of that certain 100.0 foot wide Branch Line right of way, being 50.0 feet on each side of said Main Track centerline, as originally located and constructed, upon, over and across Government Lot 4 in Section 31, Township 28 North, Range 6 East, W M, Government Lots 4, 5, 6 and 7 in Section 6 Government Lots 1 2 3 4 a nd th e SE. SW 1/ Section 7, Government Lots 2, 3, 4 and the E %2, NW1/ Section 18, Government Lots land 2 Section 19, all in Township 27 North, Range 6 East, W. M , the E'/2, E'/2, NE'/ Section 12, and the SE%,NE'/ and the NEB/, SEA/ Section 24, all in Township 27 North, Range 5 East, W. M., bounded Northerly by the North line of said Government Lot 4 in Section 31, and bounded Southerly the West line of said NE'/, SE '% Section 24, also

That portion of that certain 200.0 foot wide Maltby Station Ground property, being 100.0 feet on each side of said Main Track centerline, as originally located and constructed, upon, over and across the WihSE% Section 24, Township 27 North, Range 5 East, W M, bounded Easterly and Westerly by the East and West lines of said W'/, SE'/ Section 24, EXCEPTING THEREFROM, that portion of said 200.0 foot wide Station Ground property lying Northwesterly of a line concentric with and distant 25.0 feet Northwesterly from, measured radially to said Railway Company's Main Track centerline as now located and constructed, also

That portion of that certain 100.0 foot wide Maltby Station Ground property, being 50.0 feet on each side of said Main Track centerline, as originally located and constructed, upon, over and across the E %2SW 1/ Section 24, Township 27 North, Range 5 East, W. M, bounded Northerly by the East line of said SW 1/ Section 24 and bounded Southerly by the South Line of said SW'/ Section 24, EXCEPTING THEREFROM, that portion lying Northwesterly of a line concentric with and distant 25.0 feet Northwesterly from, measured radially to said Railway Company's Main Track centerline as originally located and constructed, bounded Northeasterly by the East line of said SW 1/ Section 24, and bounded Southwesterly by the Easterly edge of the travelway of the Street connecting 91 St Avenue SE with Yew Way in the City of Maltby, Washington, as now located and constructed in a generally Southerly direction from 91 ° Avenue SE, and about 100 feet Southwesterly of the North- South quarter line of said Section 24, as measured along said Main Track centerline, also,

That portion of that certain 200.0 foot wide Maltby Station Ground property, being 100.0 feet on each side of said Main Track centerline, as originally located and constructed, upon, over and across the NW'/ Section 25, Township 27 North, Range 5 East, W M, bounded Northerly and

Continued on next page

Page 7 of 9 Southerly by the North and South lines of said NW '/4 Section 25, also

That portion of that certain 100.0 foot wide Branch Line right of way, being 50.0 feet on each side of said Main Track centerline, as originally located and constructed, upon, over and across the NW 1/, NE'/4, SW'/4 Section 25, Township 27 North, Range 5 East, W M, bounded Northerly and Westerly by the North and West lines of said NW %, NE'/, SW % Section 25, also,

That portion of that certain 200.0 foot wide Branch Line right of way, being 100.0 feet on each side of said Main Track centerline, as originally located and constructed, upon, over and across the NW % SW'/ Section 25, the NEB/, SE'/ and the NE % Section 26, all in Township 27 North, Range 5 East, WM,, bounded on the East by the East line of said NW'/,SW % Section 25, and bounded on the West by the West line of said NEB/ Section 26, also

That portion of that certain 100.0 foot wide Branch Line right of way, being 50.0 feet on each side of said Main Track centerline, as originally located and constructed, upon, over and across the SE'/, NWT/ and the NEB/, SW'/ Section 26, Township 27 North, Range 5 East, W. M, bounded Easterly by the East line of said SEi4, IN VV / Section 26, and bounded VV'esterly by the South ime of said SE%, NW '% Section 26, and bounded by the West Line of said NE 1/, SW % Section 26, also

That portion of that certain 200.0 foot wide Branch Line right of way, being 100.0 feet on each side of said Main Track centerline, as originally located and constructed, upon, over and across the W%, SW¼ Section 26, and the NW¼NW'/ Section 35, all in Township 27 North, Range 5 East, W.M.; bounded on the East by the East line of said W%z, SW ¼ Section 26, and bounded on the South by the South line of said NW'/, NW I/ Section 35; EXCEPTING THEREFROM, that portion lying Westerly of a line parallel and/or concentric with and distant 50.0 feet Westerly from, measured at right angles and/or radially to said Railway Company's Main Track centerline as originally located and constructed, bounded on the North by the North line of said Section 35, and bounded on the South by a line radial to said Main Track centerline at a point 530.0 feet South of the North line of said Section 35, as measured along said Main Track centerline, also,

That portion of that certain 100.0 foot wide Branch Line right of way, being 50.0 feet on each side of said Main Track centerline, as originally located and constructed, upon, over and across the SW'/, NWT/ Section 35, the SEA/, SE'/, NE'/ and the NEB/, SEA/ Section 34, all in Township 27 North, Range 5 East, W.M., bounded on the North by the North line of said SW'/, NW'/ Section 35, and bounded on the South by the South line of said NEB/, SEA/ Section 34, also,

That portion of that certain 50.0 foot wide Branch Line right of way being 25.0 feet on each side of said Main Track centerline, as originally located and constructed, upon, over and across the SEi/, SEl/ Section 34, Township 27 North, Range 5 East, W.M., bounded on the North by the North line of said SE 1 , SE'/ Section 34, and bounded on the South by a line radial to said Railway Company's Main Track centerline, as originally located and constructed, at a point distant 600 feet Southwesterly of said North line of said SEA/, SE¼ Section 34, as measured along said Main Track centerline, also,

Continued on next page

Page 8 of 9 That portion of that certain 100.0 foot wide Branch Line right of way, being 50.0 feet on each side of said Main Track centerline as originally located and constructed, upon, over and across the S'h,SEi/. and the SE'/, SW'/4 Section 34, Township 27 North, Range 5 East, W.M., bounded on the North by a line radial to said Railway Company's Main Track centerline, as originally located and constructed, at a point distant 600 feet Southwesterly of said North line of said SEA/, SE '/4 Section 34, as measured along said Main Track centerline, and bounded on the South by the South line of said Section 34, said line also being the South line of Snohomish County Washington.

Easement Agreement for Snohomish Bridge (BNSF to Port of Easement Agreement for Snohomish. Seattle), December 17, 2009. That portion of BNSF Railway Company's (formerly Northern Pacific Railway Company) 50.0 foot wide Snohomish to Kennydale, Washington Branch Line right of way, being 25.0 feet wide on each side of said Railway Company's Main Track centerline, as originally located and constructed, upon, over and across Government Lot 4, Section 18, Township 28 North, Range 6 East, W.M., bounded Northeasterly by a line parallel with and distant 50.0 feet Northeasterly from, measured at right angles to said Railway Company's (formerly Great Northern Railway Company) Everett to Spokane Main Track centerline as originally located and constructed and bounded Southwesterly by a line parallel with and distant 150.0 feet Southwesterly from, measured at right angles to said Railway Company's Everett to Spokane Main Track centerline.

re o

4p' .-.

Page 9 of 9 Schedule 1 to Partial Assignment and Assumption of Operations and Maintenance Agreement

Operations and Maintenance Agreement Between Port of Seattle and GNP my, Inc.

[See attached.]

REAL ESTATE PURCHASE AND SALE AGREEMENT G-7 Exhibit G - Form of Partial Assignment and Assumption of Operations and Maintenance Agreement OPERATIONS AND MAINTENANCE AGREEMENT BETWEE N PORT OF SEATTLE AND GNP Y, IN .

• c — ^ nr--- ^-c' •_, -s-TTR;-max- te r--' °...,.,.... --7c- .--^. °^- s '^'^ .a-.. y.------,. r_...Y. ...^ ^ . _..^.c :._._ _•_ _,__... ;:s__...,r

SECTION 1. Definitions ...... _ ...... ...... , . 2

SECTION 2. Rail Service ...... . .. ...... , ...... _...... ,., 4

SECTION 3. Maintenance, Repair and Replacement Obligations ...... 6

SECTION 4. Construction of Additions and Altcratiox: ...... 7

SECTION 5. Operatiots ...... ...... 7

SECTION 6. Access ...... e...... ,...... ,....,...... ,...... ,...... _...... ,

ECTION 7. Liability ...... 9

r a

XHI IT

ExhibitA ...... ...... _...... ...... ,.. 27

_ ^-^-^ ----• _ OPERATIONS AND MAINTENANCE AGREEMENT BETWEEN PORT OF SEATTLE AND GNP ELY. INC.

This Operations and Maintenance Agreement (the "Agreement") is entered into as of the 9' day of b EzeMOe -k 200 If ("Execution Date"), between the PORT OF SEATTLE, a Washington Municipal Corporation ("Port"), and GNP RLY. INC., a Washington corporation

A. Pursuant to the Purchase and Sale Agreement between Port and BNSF Railway Company a Delaware, cornn inn ("RNSF"), dated May 12. 2008, as amended; Port acquired

& BNSF has conveyed its freight easement rights to TPO by quit claim deed dat of even date herewith ("Easement"). The Easement gives TPO the right to operate on a portil of the Port Property (as defined in Section 1.4 below, the "Corridor"), and

C. TPO intends to use, the Corridor to provide Freight Rail Service and Excursion Rail Service (defined below); and

D. Pursuant to a Railroad Right-of-Way License Agreement ("License") between Port dated of even date herewith, attached hereto and incorporated herein as Exhibit A, TPO intends to use the Excursion Spur (as defined in the License) to provide Excursion Rail Service on the Excursion Spur, which is "railbanked" as set forth more fully in Recital D of the License.

E. The parties desire to set forth in this Agreement their respective rights and obligations with respect to TPO's use of the Corridor and adjacent Port Property for Freight Rail Service and related activities.

F. The TPO has been qualified by the Surface Transportation Board ("STB") and is willing to provide railroad freight transportation service to the public upon the tcrins and conditionscontained herein,

G. The TPO intends to work in partnership with local govenu -nents, economic development authorities, shippers and Class 1 railroads to develop innovative and efficient operating and shipping methods and improvements in order to provide competitive rail service for the region's rail shippers, IL . 1.18 "Port Propertf'means the rights-of-way acquired by Port from BNSF under the Deed that are subject to TPO's rights under this Agreement; provided, that if Port transfers individual parcel(s) to third parties not affiliated with Port, and the transferred parcel(s) do not remain subject to this Agreement as provided in Section 12.12, such individual parcel(s) shall not be deemed "Port Property,"

1.19 "Track" means any and all main track, sidings, yards, spurs and other track constructed

TPO shall have the exclusive right and obligation (subject to TPO's unfettered light to

designated by TPO and approved by the Port, Freight Rail Service and/or Excursion Rail Service on and over the Corridor, TPO, and/or its designee, shall also have the right to:

a) Modify, construct, maintain, replace, remove and operate the prospective shippers and receivers of freighF,at the expense of entitiesem other than Port.

c) Use existing Tracks in the Corridor for switching cars to or from that TPO shall not transport or store on the Corridor or on Port Property any toxic inhalation hazards ("TIHs") or poison inhalation hazards ("Pll-ls").

d) In the event that construction of any Tracks or TPO's operations requires the construction of new Port Facilities, or modifications to, or relocations of Port's fmi-qing &.r.W-ti-nV&uhb construction, modifications and/or relocations shall be at th?—expms-e—ml entities other than Port. 2.2 Port's Rights and Obligations. SECTION 3. Nk and Rpia.

3.1

b) Notwithstanding the provisions of Section 3.1 above, any damage

c) The TPO shall allow the Port to conduct inspections of the Corridor as provided in Section 2.2 b).

b) In the event that TPO or Port discovers, or receive notice of, any malfunction of, or damage to, Automatic Warning Devices, the discovering party shall promptly at Vf' i Weil,

TPO Duty Officer Telephone No.:

between the tracks used by TPO and other tracks, TPO will be responsible for any such maintenance and reconstruction work of any such grade crossings. MM

TPO shall have exclusive authority to manage, direct and control all activities on the Corridor to provide Freight Rail Service, and Excursion Rail Service, including, without limitation, the operations of all trains, locomotives, rail cars and rail equipment, and the movement and speed of the same on the Corridor.

W

1L•" ^ ' provisions of this Section 6.1 h) are in addition to and not in limitation of the provisions of hereof, and shall survive the termination of this Agreement.

SECTION 7. Liability.

d) The provisions of Sections 7.2 through 7.6 shall in no way limit o reduce the application, enforceability or effect of this Section 7. 1. 1 a) Except as otherwise expressly provided in this , TPO will assume all Losses and will indemnify Port for all Losses which arise from TPO's presence on the Corridor or on Port Property without regard to fault, failure., negligence, misconduct, malfeasance,, or misfeasance of TPO or its employees, agents or servants

b) The allocation of responsibility for Losses under this applies onla to Losses proximately caused by incidents occurring on or adjacent to the Corridor or Port Property, and arising out of TP6's presence on the Corridor, or on Port Property,

i, If an invitee of Port is negligent and causes Losses to TPO or Port, Port will be responsible for such Losses and will indemnify TPO.

'LII exclude indemnification for such party's sole negligence but to permit full indemnification, as specified in this Section 7.3, if both parties were negligent.

b) TPO hereby waives any immunity TPO may have under applicable workers' compensation benefit or disability laws (including but not limited to Title 51 RCW) in connection with the foregoing indemnity. Such waiver shall not prevent TPO from asserting such immunity against any other person or entities. TPO AND PORT AGREE AND ACKNOWLEDGE THAT THIS PROVISION IS THE PRODUCT OF MUTUAL

a) If any claim or demand (short of a lawsuit) shall be made by any person against an indemnified party under this, the indemnified party shall, within thirty (3 0) days after actual notice of such claim or demand, cause written notice thereof to be given to the indemnifying party, provided that failure to notify the indemnifying party shall not relieve the

1 TIITT d) Any dispute between the patties as to the right to indemnification or the amount to which it is entitled pursuant to such right with respect to any matter shall be submitted to arbitration pursuant to of this Agreement.

EN

Z777 Port shall not be held liable for any delay or interruption to the trains, locomotives or cars of TPO unless due to Excluded Conduct or except as otherwise provided for in Section 7.3 i.

MIN

The provisions of this Section 7 shall apply notwithstanding the provisions of Section 8. In no event shall the indemnification provisions of this Section 7 be limited to the insurance coverage required under Section 8.

applicable to Port shall be retained by Port with I . be waived with respect to parties other than TPO by Port under this Agreement.

7.11 Survival.

The provisions of this Section 7 shall survive the termination or expiration of this Agreement.

IN

b) The policy required under this Section 8.1 shall also include pollution coverage whether incurred during operations or during maintenance or construction. If the general liability policy contains pollution exclusion, a separate pollution policy shall be purchased with minimum limits of Three Million Dollars ($3,000,000) per occurrence, and Five Million Dollars ($5,0001,000) in the aggregate.

c) The policy limits required under this Section 8.1 shall be adjusted by the parties every three (3) years to reflect industry standards, liability claim trends and market conditions.

b) The policy required under this Section 8.2 shall also include pollution coverage whether incurred during operations or during maintenance or construction. If the general liability policy contains pollution exclusion, a separate pollution policy shall be purchased with minimum limits of Three Million Dollars ($3,000,000) per occurrence, and Six Million Dollars ($6,000,000) in the aggregate.

c) The policy limits required under this Section 8.2 shall be adjust bp the rcarties everp three f )Lwars to reflect indusW standards liability claim trends and marki conditions.

C TPO shall maintain general automobile liability insurance of not less than One Million Dollars ($ 1,000,000) per occurrence, combined single limit for bodily injury and property damage using ISO Form CA 00 01 (or equivalent). Coverage shall extend to all owned, non- owned, hired, leased, rented, or borrowed vehicles, The policy shall contain a waiver of subrogation in favor of the Port.

No policies obtained by TPO for this Agreement shall contain a deductible obligation for the Port. If the policy is issued with a deductible option, the TPO shall be liable for all deductibles, as well as any applicable allocated loss adjustment expenses if applicable. All costs incurred by a program of self-insurance, including self-insurance as identified in Sections 8.1 and 8.2 are to be borne by TPO.

If self-insurance is utilized for a portion of the coverage permitted in Sections 8.1 and 8.2, evidence must be provided to the Port of the TPO's net worth, a copy of the most recent audited financials, and a written description of the self-insurance program. This must be submitted with the other documentation required in Section 8.4,

a) In the event Title 51 of the Revised Code of Washington applies to this Agreement, TPO shall submit a current employer liability certificate as issued by the Washington Department of Labor and Industries that shows the status of TPO worker compensation account prior to the Execution Date of this Agreement. TPO shall list here their UBI Number 602-672-764 and their State Worker Compensation Account Number

15 8.8 Primary Insurance

TPO's insurance shall be primary with respect to its obligations under this Agreement and non-contributory with respect to any coverage the Port may have,

TPO's insurance requirements shall be maintained for the full term of this Agreement and shall not be permitted to expire or be canceled or materially changed. Each such insurance policy shall be endorsed ,11 0 state +that coverage shall not be suspended, voided, canceled, or reduced in coverage or limits except after thirty (30) days' prior written notice has been given to each insured and additional insured, including the Port.

All statutory defenses and limitations applicable to TPO shall be retained by TPO with respect to parties other than the Port, and none are intended to be waived by TPO with respect to parties other than the Port by the acquisition of insurance by TPO or under this Agreement,

A failure of TPO to maintain the insurance required by this Section 8 shall not relieve TPO of any of its liabilities or obligations under this Agreement.

Every policy of insurance required under this Agreement to be held by TPO shall inclu a waiver of all rights of subrogation against the Port.

TPO shall require that all of its contractors and sub-subcontractors carry a railroad protective liability policy with minimum limits of Two Million Dollars ($ 2,000,000) per occurrence for bodily injury and property damage, and with an aggregate policy limit of no less than Six Million Dollars ($6,000,000). Said policy shall name the Port as an additional insured.

iii:: I?1 ± TITTiiT I T[R Upon request, a party disputing the accuracy of any Invoice shall be from the invoicing party copies of such supporting documentation and/or records the ordinary course of the invoicing party's business and which are reasonably ap' verify the accuracy of the Invoice as rendered.

of ' payable closing of the transaction between the and BNSF '14J1L. in and

M When i _ shall include a statement of its traffic tonnages in support of the amount of the fees. 0 f) All fees referenced in this Section 9.4 are the same and are not in ,2.ddition to the fees payable under Section 10.4 of the License.

10.1 Coordination Committee,

iE

.-...... 77 77 7 MRS

T7r: ITTTi ___ C) The expedited arbitration hearing shall commence no later than ten (10) days after service of a demand for expedited arbitration and shall be concl -uded on the same day, The arbitration decision shall be rendered by the arbitrator(s) in writing on or before the day following the arbitration hearing.

iI .liWT

11.5 Cost of bi ration, Each party solely shall bear the attorneys' fees, costs and expenses incurred ^b^y it in

attorneys' fees and costs to either party if the arbitrator determines in its reasonable discretion that the position of the other party to the arbitration was frivolous. I

In the event that TPO, or a permitted successor or assign, lawfully abandons, discontinues or otherwise lawfully ceases to provide Freight Rail Service on the Corridor by obtaining any necessary authority or exemption from the Surface Transportation Board ("STB" Port may choose to (1) terminate this Agreement upon ninety (90) days written notice to TPO; I

1i •7 • In the event TPO, or a permitted successor or assign, seeks STB authority (or an exemption therefrom) to abandon any portion or segment of the Corridor, if TPO receives an OFA with respect thereto, TPO shall promptly notify Port, Port (or its designee) shall submit its own OFA and TPO shall accept the OFA submitted by Port (or its designee) for the offer amount

- T - Port: Port of Seattle P. 0. Box 1209 Real Estate Division Seattle, WA 98111 Telephone No, 206-728-3722

If delivered: Port of Seattle I Alas an a

TPO: GNP Rly. Inc. 403 Garfield Street #20 Tacoma, WA 98444 Attention: Thomas Payne Telephone No. 253-459-'9702

The section and subsection headings in this Agreement are for convenience only and shall not be used in its interpretation or considered part of this Agreement.

This Agreement may be executed in any number of counterparts, and by different parties in separate counterparts, each of which, when executed and delivered, shall be deemed to be an original and all of which counterparts taken together shall constitute but one and the same instrument. Facsimile signatures shall be, deemed original for all purposes.

This Agreement shall be construed and interpreted in accordance with the laws of Washington State and/or federal law, where applicable.

IN

ITiTTI I1II1T 12.11 Time of Essence.

Time is of the essence of each and every provision of this Agreement.

This Agreement and each and every provision herein is for the exclusive benefit of the parties hereto and not for the benefit of any third party, except that the provisions related to railbanking in Section 12.4 are for the benefit of the County, Nothing herein shall be construed to create or increase any right in any third party to recover by way of damages or otherwise against either of the parties hereto, except for the rights of the County under Section 12.4.

R

..... ---.- - -..------.--.------ml TPO may pledge or otherwise encumber its rights under this Agreement to secure its obligations under any loan agreement or similar or related document; provided, such pledge or other encumbrance11 shall be subject to and subordinate . the rights of the Port and its assigns under this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the Execution Date.

PORT OF SEATTLE, a Washington municipal corporation

itic: - .

me

'C ' L

I

/ .. . . ... _ .... C.^n•< :( ^ ,. —' _. — - - ---- — rte (SEAL) % .:,..t, , 'P'1 pU3 I?C' n$u:; . is-the Stu;; c 1 ., ., ( r - _ _ y residing at ^. !^-^ / ...- -<... dShii1gt0.": ...:...... _.. — — ... My commission expires _.._. ' '

STATE F WASHINGTON) SS. COUNTYOF

WITNESS my hand and official seal.

Pratec same a STEPHANI A. OWENS , .:

\ 1!1i ^ I`^^ tj7Jt ..l wF1 A(] 1.t j,S ^' A 1 [ i PWB ,'S STATE OF WASHINGTON# .S ;. i: 1 zILi1.1. `. i,^_f ii , _ _ APRIL 29 2013 .

0 R 0 #1 rM a ., SIGNATURES ...... :...... 23

EXHIBITS Exhibit A ...... ,,_...... ,..._,.....,.,..... 25

_y._ ^,^:Sn+.._T.. T-ems.—.mss.. -._... ^.^,^-m. Fes...... ^ .._..s. ^;. ^^ ^ ^• ^...T^ ...._ _... L__ _.. ' ^ ^ . T`^^^tK .. i.-. ._. _ .v.. ^^.. ^.^__.. _ ^ . T ^ THIS RAILROAD RIGHT OF WAY LICENSE ("License") is entered into as of the day of _, 2009 ("Execution Date"), between the Port of Seattle, a Washington municipal corporation ("Port ") and GNP Rly. Inc., a Washington , I ,

REC7TLOJ

May 12, 2008 (together, the "Acquisition Agreements") Port acquired BNSF's right, title and interest in BNSFs railroad right of way (i) from milepost 5.0 in Renton, Washington to and including the railroad bridge at milepost 38.25 in Snohomish County, Washington, and (ii) from milepost 0.0 in Woodinville south to milepost 7.3 in Redmond (the "Redmond Spur") (together, 7 t 'Le no— Property""

Rail Service, Excursion Rail Service, and maintenance on portions of the Woodinville Subdivision from milepost 23.8 in Woodinville, King County, Washington north to milepost 38.25 in Snohomish, Snohomish County, Washington ("Corridor"), as described -in Exhibit A attached hereto and incorporated herein. consistent with rail or other transportation uses thereon. E, Port is willing to grant TPO the right to use and operate the Excursion Spur in the manner described in this License,

NOW, THEREFORE, in consideration of the mutual covenants in this License and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the yarties agree as follo ws:

Rig t - , I ' I Additions and Alterations - Means any improvements constructed by or on behalf of either party on the Excursion Spur after the Execution Date, including, without limitation, additions, alterations and betterments of any Facilities, and any construction, reconstruction, tit Facilities, but excluding maintenance items.

1.6 Excursion Rail Service - Means the deployment and operation of trains using the facilities for excursion,^,ssenger service and not for commuter rail other service, except for head and tail operations as referred to Section 1. 11. I .7 Excursion Spur - Means that portion of the Redmond Spur from milepost 0.0 in Woodinville south to milepost 2.5 in Woodinville, Washington.

1.8 Execution Date Means the date on which this License is executed and becomes effective.

1.9 Facilities - Means all rails, fastenings, switches, switch mechanisms and frogs with associated materials, ties, ballast, signals and communications devices (and associated equipment), drainage facilities, Automatic Warning Devices, traction power substations, overhead catenary systems, bumpers, roadbed, embankments, bridges, trestles, culverts, 0 if

11 MEMO I III I

-: 71 71, a

I WIN. IF

1.17 Port Property - Means the rights-of-way acquired by Port from BNSF under the Deed that are subject to TPO's rights under this Agreement; provided, that if Port transfers individual parcel(s) to third parties not affiliated with Port, and the transferred parcel(s) do not remain subject to this Agreement as provided in Section 13 .8, such individual parcel(s) shall not be deemed "Port

L18 Track - Means any and all main track, sidings, yards, spurs and other track constructed or to be constructed upon and across the Excursion Spur.

II Subject to transportation uses permittR or performed by the Port as provided in Se ention 3, TPO shall have the exclusive right and obligation to provide, by itself and/or by or through any entity designated by TPO, Excursion Rail Service on and over the Excursion Spur.

2.2 TPO shall have the exclusive authority to manage, direct and control all activities related to the provision of Excursion Rail Service on the'Excursion Spur, including, without limitation,

of the same on the Excursion Spur; provided, that TPO shall not transport or store on the Excursion Spur or on Port Property any toxic inhalation hazards ("TIHs") or poison inhalation hazards ("Pffls"), Notwithstanding the foregoing, TPO is prohibited from using the Excursion Spur at any time for the purpose of setting out or picking up rail cars.

2.3 TPO shall employ and discharge all personnel required to perform TPO's Service, shall comply with all governmental laws, rules, regulations and orders TPO's Excursion Rail Service, and shall pay all real property taxes separately levied on rights under this License and for all utilities consumed by TPO in carrying out TPO's [tail Service. All improvements, equipment and materials required for TPO's Excursion Service shall be provided by TPO at the sole cost and expense of entities other than Port 2s provided in this License. 'II 2.4 Subject to the rights of and coordination with the Port and those entities that the Port may authorize to provide transportation uses on the Excursion Spur pursuant to Section 3 and with County with regard to any then current or future trail use, and solely at the expense of entities *ther than the Port, TPO may modify, construct, maintain, replace and remove the Tracks upon and across the Excursion Spur as may be necessary in order to operate in accordance with this License, provided that TPO may not change the location of the Tracks.

2

-i- Y77 77- W create safety hazards S continuous S uninterrupted use , Excursion Spur I . the terms of

Port shall- have itself provide o granto or contract parties S - -I trans%ortation - on the Excursion I - co mmuter service or other public during the Termof this Licenseso long.uses do not unreasonably interfere create safety hazards for TPO's continuous • S uninterrupted use of - Excursionunder - ternis of this License,

Port,atelection,perform S theExcursionSpur by _S__ - S the Port upon advance notice S years, a annual joint - 5 thereafter, Appropriate representativesbothPort and the TPO shall participate • I cooperate with the joint S hi-rail or other railroadtrack - ' • perforin more a theExcursion Spur, at election,at any time S - S this Licensesolong as following conditions - met: Port provides I .in accordance with Section 7.5; (2) Port complies e safety requirements ' or as required applicable 5 the Excursion a Port obtainsappropriate ns from TPO on designated po a of the Excursion 'S will be allowed o participate in any inspection; and - inspections are planned . a a • .with TPO to minimize any interference TPO's operationson the Excursion Spur. 5 - S sole discretion, - inspectionsbe performed a an $ I FRA inspector, whose findings • binding o Port and the TPO.

R

-- - c) The TPO shall allow the Port to conduct inspections of the Excursion Spur as provided in Section 3.3,

4.2 Remedies, a) In the event that TPO, as the responsible party for maintenance, repair and replacement of any item, fails to perform its maintenance obligations under this License, and such failure results in an imminent and substantial danger to human health or safety or to property, Port shall promptly notify TPO and the FRA. If TPO fails to perforrn its maintenance obligations, Port may perform such obligations immediately upon notifying TPO by telephone at the number set forth below, Port shall be entitled to full reimbursement from TPO within thirty (30) days after submission of a written Invoice therefor. b) In the event that TPO or Port discovers, or receives notice of, any malfunction of, or dama e to Automatic Waminiii Devices;, the discoverin part?, shall ogom^*.^ I-Yyn ti^fj the other yarty bv telephone at the telephone number set forth below, and TPO shall follow its usual iresponse practices in the event of any malfunction of, or damage to, Automatic Warning

Port Duty Officer Telephone No.:

ATM ftom time to time, need to perform additional maintenance or reconstruction work in order to prevent unsafe elevation differentials between the tracks used by TPO and other tracks. TPO will be responsible for any such maintenance and reconstruction work of any such grade

W

set of plans, S suggestions plans,other party disapproves plans, theparties shall after disapproval negotiate good faith S develop plansacceptable to both. parties.. agree upon changes S theplans,either party a arbitration pursuant Section Upon a as offinal plans, constructing a. shall 55 S thefinal plans S

- a party forreview o ensure the incorporation S all agreed " -upon totheplans,

Grade Separation event of a publicgrade . 5 project, be solely a any costs - thereunder,O determines that proposedgrade separation project desirable a a is notfeasible a S . than the costs would be assessedto TPO under •_ agrees to consider faith the desirability I the proposed project I whether additional n should S reimbursed Port; however, a obligation to reimburse such additional S a a except S a a. faithas provided above.

Se.ctinn 6. Rxerution Date and Term of

- term of this License shall expire on - anniversary I the Execution So long as S is not default a term or 55 5 of • elect S continue this License for on - additional - - . - (10) years by givinp, Port written notice intent at least S year prior 5 theexpiration S the initial term. ("Term"). Notwithstanding the foregoing, this License shall terminate sixty (60) days after written notice Port to TPO that TPO i s indefault a - S a material term or condition ofthis License, default has not s as or prior 61 day, In the event O&M Agreement under ereof but Excursion Service 1 to continue on a a authorized in Section m ay, Port's with approval • a so long • • is not default under or •.: Agreement, continue S provideExcursion Service - Spur.

• .5 may terminate License a giving Po S less than sixty 5Ia notice S termination, Upon such tennination, a. shall • . under License

• ExcursionSpur.

-- 7.3 In the event the Port becomes aware of or is notified of an emergency of any kind, Port shall provide immediate notice of such events to TPO's duty officer at the contact number set forth in Section 4.2.(b).

7.4 Security personnel of either party in pursuit of a criminal suspect may enter upon the Excursion Spur for the purpose of apprehending the suspect.

existing or planned trail in the Excursion Spur, or emergencies when reasonable notice under th'* circumstances shall be given, be preceded by at least forty-eight (48) hours prior telephonic notice, and shall not enter upon the Excursion Spur until a valid work permit is issued by TPO and arrangements have been made for flagging.

T6 Hazardous Materials may be brought by TPO onto the Excursion Spur only to the extent necessary for the operation of trains or when TPO is performing head and tail operations as 2uthorized under Section 8 of this License, and in all events in compliance with all applicable Envirom-nental Laws, Notwithstanding the foregoing, TPO shall not transport, bring onto, or store on the Excursion Spur or Port Property any THIs or PHIs.

77 In the event of leakage, spillage, release, discharge or disposal of any Hazardous Materials by TPO (including, without limitation, by explosion) on the Excursion Spur, TPO shall give Port prompt notice of such event, and at its sole cost and expense, clean or remediate the Excursion Spur to the standards required by law or by any governmental agency or public body having jurisdiction in the matter. Should any such leakage, spillage, release, discharge or disposal result in a fine, penalty, cost, or charge, TPO shall promptly and fully pay such fine, penalty, cost or charge, TPO shall be responsible for any such leakage, spillage, release, discharge or disposal by any third party it admits to the Excursion Spur. TPO shall indemnify, )protect, defend, and hold harmless Port, its trustees, directors, officers, employees, agents, contractors-91WOrent co[iNorations and subsidiaries from and a'NainaLw2p and all liabilities or claims for all loss, damage, injury, and death arising as a result of any such leakage, spillage, release, discharge or disposal, The provisions of this Section are in addition to and not in limitation of the provisions of hereof, and shall survive the termination of this License,

Section 8. Liability.

Is

---..- -. -. -.------ '-...... '- ... ..------'-- H

• +-r5 (i) If an invitee of Port is negligent and causes Losses to TPO or Port, Port will be responsible for such Losses and will indemnify TPO.

M

--- F ^J

aTIIITTTT thereuponparty sonotified assume or join in the thereof theparty S notified is liabletherefor • License, S the extent of such liability, such party shall defend , indemnify • asave harmless party asued from Losses accordance - liab ility allocations - forth- - Neither sha lli_ bound by aga inst- other party unless shall been a aand shall have had reasonable, S S assume or join in the a of the . - snoti fied. opportunity assume o r join in the defense , action has been afforded ,e party so notifiedshall, - o f liability under - a - IS •by the final judgmentSthe co urt

Subj ect - a. of Section :. on • occasion - indemnified party is entitled to indemnificationor reimbursement under 4 I inde mnifying party shall, each tim such e, promptly pay the. of such indemnificationo r reimbursement, indemnifiedsentitled to indemnifica tion- under - indemnifying , . does not l egal proceeding connection - a - • I' Itho ,iwR,-rAYff&-d-PWM 211 • $ -, S - I reasonable legal f%ces and othe costs and expense arisi- - -9- n r sult of such proceedingi

d) Any dispute between the parties S the rig htS indemnificationo r the amount to which it is entitl ed p • tosuch right respect o any matter shall be . a a Giursuant to R ectionof - - exce-*t e if binding a - - no longer force as provi ded for in Section 12.1 of this License,

• Compliance parties comply all applicable federal state • a local l aws and regulations, • $all applicablerules, regulations promulgate d oourt^ agency, munici pality, board or a a a nyeither failure of party tocomp ly such laws, reg ulations, - or orders use of Excursio n in any penalty, or chargebeing assessed .' - other S pa rty which failed acomp ly agrees to reimburse promptlya indemnify, protect, defend counsel reasonably acceptable - indemnified a and hold harmless other such amo unt.

Delay/Interruption Service Port shall not b - 4 liable * any delay or - is - trains locomotives or cars o f TPOunless due to Excluded ConductOr - - S as othe rwise *rovidedfor S

M

'-:- T- ® i®I

m

are at to the . a .-a within this Section;provided ffirther, that sentence not - I I 'I successors a the reasonable written consent Port andCounty,

• policy required under Section liability property da • - and b coverage for operation of aService related operation, and construction, on about the ExcursionSpur and Port Property by 'S If the policy excludes maintenance a constructionon or about the Excursion a ur and Po ' , • arate railroad IS H't lie shallbe

• a a • IS, •. •' • a S III ••

• a -a a- - a • . a a a. S . -

- -a. _aI - . S •• - - . - s a S

a - S • a. 5 a •, • • • -• a Pa • II •a • a

• - a -, a - S • • • - , •• -

S • •. •, • a • - a a a

s 5 •- • a a a 5 5 - . S s P . I I a • a . - -- a,.

III I. •:- - a S a I .- I -. - - , - a a a - •- - - S S -

- a II., • • a - 'a • a a

• a -. - I - - a • . -, 'a . a -

•.a S • a a - -• . - -. a a . -

as - - II • - a I •. I -. I II .1 IS

a . - • 'a ' I I - I II I. i - a -

• S aS - . a- • a a • - s a,

a P. - a,. a, - S • - - . a

a. - I - a a a a -• a-a as a

'S , a, a-a , . - . 11 .a. • I -

-. a a - S a - • • a

a

T:: m

m

r •.--g--'zz , I, ,T.. T iz«^1 ._.o...... _^^ . ..--.. RITTT 11

TT

I _. :.. ^I ^Z ., .. mail, postage prepaid. Notices and other communications shall be directed to the parties at the addresses shown below. A party may change its person designated to receive notice, or its

- forth in this Section..

If delivered: Port of Seattle 2711 Alaskan Way Seattle, WA 9812i

TPO: GNP Rly, Inc. 403 Garfield Street #20 Tacoma, WA 98444 Attention: Thomas Payne Telephone No. 253 -459-9702

13.3 Headings - The section and subsection headings in this License are for convenience only and shall not be used in its interpretation or considered part of this License.

13.5 Counterparts - This License may be executed in any number of counterparts, and by different parties in separate counterparts, each of which, when executed and delivered, shall be deemed to be an original and all of which counterparts taken together shall constitute but one and the same instrument, Facsimile signatures shall be deemed original for all purposes.

IE

"=' MI

• ^ -m_UCVaeszia_v_ 13.14 Railbanking Conditions - As part of the approvals for railbanking the Excursion Spur, the STB conditioned its approval concerning salvage activities and archaeological remains, which conditions must be complied with by TPO. TPO agrees that:

0 -. -

13.15 Encumbrances - TPO may pledge or otherwise encumber its rights under this license to secure its obligations under any loan agreement or similar or related document; provided, however, that notice of such pledge is provided to Port, and that such pledge or other encumbrance shall be subject to and subordinate to the rights of the Port and its assigns as licensor hereunder.

IN WITNESS WHEREOF, the parties hereto have executed this License effective as of the Execution Date.

PORT OF SEATTLE a Washington municipal corporation

Name: Tay'y'oshitani

,

I

By: Name: Title: STATE OF WASHGT0N ) ) ss COUNTY OF

Printed Name

(SEAL) NOTARY PUBLIC in and for the State of Washington, residing at My commission expires

STATE OF WASHINGTON ) ) ss COUNTY OF

Em Lit all Washington, residing at My commission expires

El IJBII A

( ));•i, dI net

IN

: 'T EXHIBIT H Form of Assignment and Assumption of Third Party Leases, Licenses and Contracts • */ ► . 6 LwkiAr •

THIS ASSIGNMENT AND ASSUMPTION OF THIRD PARTY LEASES, LICENSES AND CONTRACTS (this "Assignment") is executed on this day of , 2014, by and between the Port of Seattle, a municipal corporation of the State of Washington ("Assignor"), and Snohomish County, a political subdivision of the State of Washington ("Assignee").

A. Assignor and Assignee are parties to that certain Real Estate Purchase and Sale Agreement dated as of , 2014 (the "Agreement"), pursuant to which Assignor has agreed to sell and Assignee has agreed to buy the real property legally described in Exhibit A of the Agreement (the "Property").

B. Assignor is a party to the Third Party Leases, Licenses and Contracts as defined and described in the Agreement and in the attached Schedule 1.

C. Pursuant to the Agreement, Assignor wishes to assign, and Assignee wishes to assume, all of Assignor's right, title and interest in and to the Third Party Leases, Licenses and Contracts.

NOW, THEREFORE, in consideration of the promises and conditions contained in this Assignment, the parties agree as follows:

1. Assignment of Third Party Leases, Licenses and Contracts. Assignor hereby assigns and transfers to Assignee all of Assignor's right, title and interest in and to the Third Party Leases, Licenses and Contracts identified in Schedule 1, attached hereto and incorporated herein by this reference. If after the date of this Assignment the Parties discover any additional Third Party Leases, Licenses and Contracts encumbering the Property, each shall reasonably cooperate with the other to assign such agreements consistent with the terms of the Agreement and this Assignment.

2. Assumption of Third Party Leases, Licenses and Contracts. To the extent assigned as set forth above, Assignee hereby assumes all of Assignor's duties and obligations under the Third Party Leases, Licenses and Contracts arising and accruing from and after the date of this Assignment, and Assignee further succeeds to the interests of Assignor under the

REAL ESTATE PURCHASE AND SALE AGREEMENT H-1 Exhibit H — Form of Assignment and Assumption of Third Party Leases, Licenses and Contracts Third Party Leases, Licenses and Contracts.

3. Indemnification.

3.1 Indemnification by Assignor. Assignor agrees to fully, completely and unconditionally indemnify and hold Assignee harmless from and against all claims, losses, expenses, liabilities, damages, including without limitation, interest and penalties, attorneys' fees, and all amounts paid in settlement of any claim, that may be asserted against Assignee, or which Assignee may incur or suffer and that arise under a Third Party Lease, License or Contract prior to the date of closing of the transaction contemplated in the Agreement.

3.2 Indemnification by Assignee. Assignee agrees to fully, completely and unconditionally indemnify and hold Assignor harmless from and against all claims, losses, expenses, liabilities, damages, including without limitation, interest and penalties, attorneys' fees and all amounts paid in settlement of any claim, that may be asserted against Assignor, or which Assignor may incur or suffer and that arise under a Third Party Lease, License or Contract after the date of closing of the transaction contemplated in the Agreement.

4. Binding Effect. This Assignment shall be binding on and inure to the benefit of the Assignor, Assignee and their respective successors in interest and assigns.

5. Governing Law. This Assignment shall be construed and enforced in accordance with the laws of the State of Washington. Venue for any action regarding this Assignment shall be the Superior Court in and for Snohomish County.

[The remainder of this page is intentionally left blank.]

REAL ESTATE PURCHASE AND SALE AGREEMENT H-2 Exhibit H — Form of Assignment and Assumption of Third Party Leases, Licenses and Contracts IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment the day and year first above written. ,M [t ►[i] The Port of Seattle, municipal corporation of the State of Washington

Name: Title:

ASSIGNEE:

SNOHOMISH COUNTY, a political subdivision of the State of Washington

IC Name: Title:

[The remainder of this page is intentionally left blank.]

REAL ESTATE PURCHASE AND SALE AGREEMENT H-3 Exhibit H — Form of Assignment and Assumption of Third Party Leases, Licenses and Contracts STATE OF WASHINGTON ) ) ss. COUNTY OF KING )

On this day of , 2014, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared , to me known to be the person who signed as of THE PORT OF SEATTLE, a municipal corporation of the State of Washington, that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said company for the uses and purposes therein mentioned, and on oath stated that was duly elected, qualified and acting as said officer or member of the municipal corporation, and that was authorized to execute said instrument on behalf of said municipal corporation.

IN WITNESS WHEREOF I have hereunto set my hand and official sea] the day and year first above written.

(Signature of Notary)

(Print or stamp name of Notary)

NOTARY PUBLIC in and for the State of Washington, residing at My appointment expires:

REAL ESTATE PURCHASE AND SALE AGREEMENT H-4 Exhibit H — Form of Assignment and Assumption of Third Party Leases, Licenses and Contracts STATE OF WASHINGTON ) ) ss. COUNTY OF SNOHOMISH )

On this day of , 2014, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared , to me known to be the person who signed as of SNOHOMISH COUNTY, the political subdivision of the State of Washington that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said company for the uses and purposes therein mentioned, and on oath stated that was duly elected, qualified and acting as said officer or member of the county, and that was authorized to execute said instrument on behalf of said county.

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

(Signature of Notary)

(Print or stamp name of Notary)

NOTARY PUBLIC in and for the State of Washington, residing at My appointment expires:

REAL ESTATE PURCHASE AND SALE AGREEMENT H-5 Exhibit H — Form of Assignment and Assumption of Third Party Leases, Licenses and Contracts Schedule It to Assignment and Assumption of Third Party Leases, Licenses and Contracts

Schedule of Third Party Leases, Licenses and Contracts

[See attached.]

REAL ESTATE PURCHASE AND SALE AGREEMENT H-6 Exhibit H — Form of Assignment and Assumption of Third Party Leases, Licenses and Contracts Type Contract No. Contractor(s) Description Location Date LSIMP MP DOT No. ELECTRIC WIRE LINE NEAR MP. 36, PRPL NP-00038159 BAILEY, AM SNOHOMISH COUNTY WA-BROMART 1/15/1921 36 PRIVATE CROSSING NEAR MP. 36, PRPC NP-00055087 STOCKER, WR SNOHOMISH COUNTY WA-BROMART 6/16/1937 36 PUGET SOUND POWER & LIGHT CO.; SNOHOMISH COUNTY PUBLIC OHD ELECTRIC WIRE LINE NEAR MP. PRPW NP-00064325 UTILITY DISTRICT NO. 1 36; SNOHOMISH COUNTY WA-BROMART 6/9/1945 36 WEST COAST TELEPHONE CO. NKA GENERAL TELEPHONE CO. OF THE OHD ELECTRIC WIRE LINE NEAR MP. PRPW NP-00081568 NORTHWEST INC. 36; SNOHOMISH COUNTY WA-BROMART 11/20/1956 36 18 INCH DRAIN WATER PIPELINE, SS. PRPL LC-00221744 BUELER, FRANK J 1911+53, SNOHOMISH COUNTY WA-BROMART 5/1 6/1 976 MP. 36.86 36.86 5/5 ELECTRIC WIRE LINE NEAR MP. 37, PRPW NP-00038176 FORD, GW SNOHOMISH COUNTY WA-BROMART 12/1/1921 37 ELECTRIC WIRE LINE NEAR MP. 36, PRPW NP-00038199 STOCKER, GEORGE SNOHOMISH COUNTY WA-BROMART 12/5/1921 37 OHD ELECTRIC WIRE LINE NEAR MP. PRPW NP-00043713 PUGET SOUND POWER & LIGHT CO 38; SNOHOMISH COUNTY WA-BROMART 9/20/1925 37 1 INCH WATER PIPELINE NEAR MP. PRPL NP-00044872 FORD, GW 37, SNOHOMISH COUNTY WA-BROMART 8/25/1927 37 PUBLIC UTILITY DISTRICT NO. 1 FO OHD ELECTRIC WIRE LINE NEAR MP. PRPW NP-00074518 SNOHOMISH COUNTY 37; SNOHOMISH COUNTY WA-BROMART 2/15/1952 37 WEST COAST TELEPHONE CO. NKA GENERAL TELEPHONE CO. OF THE OHD TELEPHONE CABLE NEAR MP. PRPW NP-00082224 NORTHWEST INC. 38, SNOHOMISH COUNTY WA-BROMART 4/15/1957 MP. 37.62 37.92 2 INCH WATER PIPELINE NEAR MP. PRPL NP-00068081 HOUCK, BERNARD J 38; SNOHOMISH COUNTY WA-BROMART 2/19/1948 38 2 INCH WATER PIPELINE, SNOHOMISH COUNTY, CANCELS PRPL LC-00214400 CROSS VALLEY WATER ASSOC INC. NP97803 WA-BROMART 6/1 6/1 974 WOODEN WATER PIPLINE INSTALLATION TO SUPPLY WATER TO LOCOMOTIVES ; SNOHOMISH PRPL NP-0001 1233 SNOHOMISH, CITY OF COUNTY WA-BROMART 2/9/1944 WEST COAST TELEPHONE CO. NKA GENERAL TELEPHONE CO. OF THE ONE GUY STUB & TWO ANCHORS, PRPW NP-00046157 NORTHWEST SNOHOMISH COUNTY WA-BROMART 9/15/1928 6 INCH UNTREATED WOOD WATER PRPL NP-00062962 SNOHOMISH, CITY OF PIPELINE, SNOHOMISH COUNTY WA-BROMART 8/1/1944 2 INCH WATER PIPELINE; SNOHOMISH COUNTY; CANCELS PRPL NP-00082027 DUBUQUE, GEORGE; HANSEN, AO CONTRACT NP 64192 WA-BROMART 12/26/1956 PMLO NP-00084528 MCCOLM, AM PASTURE WA-BROMART 6/17/1958 Stamped Cancelled PMLO NP-00084594 HOUCK BERNARD WA-BROMART 5/31/94

PRPW UNK2986 PUGET SOUND POWER & LIGHT CO. WIRELINES WA-BROMART 11/29/1948 GENERAL TELEPHONE CO. OF THE UGD TELEPHONE WIRE LINE, SS LS. 0403, PRPW LC-00233834 NORTHWEST, INC. 83+72, SNOHOMISH COUNTY WA-CATHCART 2/1 6/1 980 MP. 32.54 32.54 10/10 UGD TELEVISION WIRE LINE INSIDE A 2 INCH CASING, SS. 1683+70, LS. 0403, PRPW PX-90016111 VIACOM CABLEVISION INC SNOHOMISH COUNTY WA-CATHCART 6/1/1 990 MP. 32.54 32.54

CROSS VALLEY WATER 6 INCH POTABLE WATER PIPELINE, LS. 0403, PRPL LC-00229579 ASSOCIATION INC. SS. 40+32, SNOHOMISH COUNTY WA-CATHCART 9/16/1978 MP. 33.61 33.61 10/10 2 INCH WATER PIPELINE NEAR MP. PRPL NP-00045260 MALCOLM, JAMES T. 34; WA-CATHCART 11/15/1927 34

8 INCH POTABLE WATER PIEPLINE, LS. 0403, PRPL PX-91016124 CROSS VALLEY WATER DISTRICT SS. '1797+85, SNOHOMISH COUNTY WA-CATHCART 7/1/1991 MP. 34.71 34.71

12 INCH SEWAGE WATER PIPELINE, LS. 0403, PRPL BF-00000848 CROSS VALLEY WATER DISTRICT SNOHOMISH COUNTY WA-MALTBY 4/1/1997 MP. 26.38 26.38

UGD TELEPHONE CABLE, LS. 0403, PRPW BF-00006989 GTE NORTHWEST INC. SNOHOMISH COUNTY WA-MALTBY 7/30/1998 MP. 26.61 26.61

OHD ELECTRIC WIRE LINE, LS. 0403, PRPW PX-93016281 SNOHOMISH COUNTY PUD NO. 1 SNOHOMISH COUNTY WA-MALTBY MP. 27.95 27.95

8 INCH SEWAGE PIPELINE, LS. 0403, PRPL BF-00000850 CROSS VALLEY WATER DISTRICT SNOHOMISH COUNTY WA-MALTBY 4/1/1 997 MP. 27.96 27.96

12 INCHWATER PIPELINE, LS. 0403, PRPL BF-00000851 CROSS VALLEY WATER DISTRICT SNOHOMISH COUNTY WA-MALTBY 4/1/1997 MP.28.13 28.13

12 INCH SEWAGE PIPELINE LS. 0403, PRPL BF-00000845 CROSS VALLEY WATER DISTRICT CROSSING, SNOHOMISH COUNTY WA-MALTBY 4/1/1997 MP. 28.15 28.15 PUGET SOUND POWER & LIGHT OHD ELECTRIC WIRE LINE, SS. CO.; SNOHOMISH COUNTY PUD NO. 1457+12 TO SS, 1457+93, LS. 0403, PRPW NP-00048911 1 SNOHOMISH COUNTY WA-MALTBY 2/16/1931 MP. 28.27 28.27

8 INCH WATER PIPELINE, SS. LS. 0403, PRPL LC-00224571 CROSS VALLEY WATER ASSN. INC. 1498+50, SNOHOMISH COUNTY WA-MALTBY 3/1/1 977 MP. 29.03 29.03 PUGET SOUND POWER & LIGHT CO.; SNOHOMISH COUNTY PUD NO. OHD ELECTRIC WIRE LINE NEAR MP. LS. 0403, PRPW NP-00052542 1 29, SNOHOMISH COUNTY WA-MALTBY 7/3/1934 MP.29.15 29.15

12 INCH SEWAGE PIPELINE, LS. 0403, PRPL BF-00000849 CROSS VALLEY WATER DISTRICT SNOHOMISH COUNTY WA-MALTBY 4/1/1997 MP. 29.23 29.23

18 INCH WATER LS. 0403, PRPL BF-00000852 CROSS VALLEY WATER DISTRICT PIPELINE,SNOHOMISH COUNTY WA-MALTBY 4/1/1997 MP. 29.45 29.45 WEST COAST TELEPHONE CO. NKA GENERAL TELEPHONE CO. OF THE OHD TELEPHONE WIRE LINE NEAR LS. 0403, PRPW NP-00078871 NORTHWEST, INC. MP. 29; SNOHOMISH COUNTY WA-MALTBY 1/3/1 955 M P. 29.45 29.45

UGD TELEPHONE CABLE AT SS. 1496+67 & SS. 1520+87, SNOHOMISH LS. 0403, PRPW NP-00094568 GTE NORTHWEST INC. COUNTY WA-MALTBY 8/1/1 964 MP. 29.46 29.46 16 FOOT PLANK PRIVATE ROAD BURTENSHAW, DEVERE JERRY & CROSSING, LS. 403, MP. 29.49; PRPC BF-00009720 ANGELINA D. CANCELS NP LD #82093; WA-MALTBY 4/22/1999 29.49

12 INCH SEWAGE PIPELINE, LS. 0403, PRPL BF-00000853 CROSS VALLEY WATER DISTRICT SNOHOMISH COUNTY WA-MALTBY 4/1/1997 MP. 29.51 29.51

OHD ELECTRIC WIRE LINE NEAR SH- LS. 0403, PRPW PX-95020535 SNOHOMISH COUNTY PUD NO. 1 522; SNOHOMISH COUNTY WA-MALTBY 4/28/1995 MP. 29.60 29.6

BNSF OWNS & MAINTAINS POINT OF SWITCH TO RIGHT OF WAY OF TRACK NO. 1; INDUSTRY OWNS & MAINTAINS 887 FEET OF TRACK NO. 1; RIGHT OF WAY TO END OF TRACK; INDUSTRIAL FINISHINGS, LLC DBA 860 FEET OF TRACK NO. 2 POINT OF LS. 0403, IDIT BF-00035689 CALVERT INDUSTRIES SWITCH TO END OF TRACK; WA-MALTBY 2/11/2005 MP. 29.72 29.72

26 INCH STORM WATER PIPELINE, LS. 403, PRPL BF-00035313 PSM PROPERTIES, LLC SNOHOMISH COUNTY WA-MALTBY 5/24/2005 MP. 29,98 29.98

PRIVATE CROSSING NEAR MP. 30, PRPC NP-00082093 TSCHERNICH, ANTON SS. 1522+08.5, SNOHOMISH COUNTY WA-MALTBY 1/29/1957 LS. 0403 30 PAVING ALONG SR-524 AT SR-522 IN THE VICINITY OF MALTBY ROAD.; LS. 0403, GVXS BN-00040422 WASHINGTON, STATE OF KING COUNTY; WA-MALTBY 8/16/1996 MP. 30.04 30.04 091814T

16 INCH WATER PIPELINE; SS. LS. 0403, PRPL PX-88016014 CROSS VALLEY WATER ASSN, INC. 1551+62, SNOHOMISH COUNTY WA-MALTBY 3/1/1 988 MP. 30.04 30.04

8 INCH WATER PIPELINE, LS. 0403, PRPL BF-00001834 CROSS VALLEY WATER DISTRICT SNOHOMISH COUNTY WA-MALTBY 5/1 2/1 997 MP. 30.20 30.2

12 INCH WATER PIPELINE, LS. 0403, PRPL BF-00000846 CROSS VALLEY WATER DISTRICT SNOHOMISH COUNTY WA-MALTBY 4/1/1 997 MP, 30.29 30.29 INSTALL AFLS/GATES AT 91ST AVENUE GRADE CROSSING; LS. 403, GVXS BF-0001 1784 SNOHOMISH, COUNTY OF SNOHOMISH COUNTY; WA-MALTBY 10/22/1999 MP. 30.31 30.31 091814T PUGET SOUND POWER & LIGHT CO.; SNOHOMISH COUNTY PUD NO. OHD ELECTRIC WIRE LINE NEAR MP. PRPW NP-00051946 1 31, SNOHOMISH COUNTY WA-MALTBY 1/5/1 934 LS. 0403 31 OHD ELECTRIC WIRE LINE NEAR MP. PRPW NP-00076780 SNOHOMISH COUNTY PUD NO. 1 31, SNOHOMISH COUNTY WA-MALTBY 10/1/1953 LS. 0403 31 GENERAL TELEPHONE CO. OF THE OHD TELEPHONE WIRE LINE NEAR PRPW NP-00081392 NORTHWEST INC. MP. 31, SNOHOMISH COUNTY WA-MALTBY 4/15/1968 LS. 0403 31 GENERAL TELEPHONE CO. OF THE UGD TELEPHONE CABLE, SS. 51+14, LS. 0403, PRPW LC-00201164 NORTHWEST INC. SNOHOMISH COUNTY WA-MALTBY 8/16/1970 MP. 31.04 31.04 GENERAL TELEPHONE CO. OF THE UGD TELEPHONE CABLE NEAR MP. PRPW NP-00100373 NORTHWEST INC. 32, SNOHOMISH COUNTY WA-MALTBY 9/15/1968 LS. 0403 32 TELEPHONE CABLE INSIDE A 12 INCH CASING, SS. 1681+41, SNOHOMISH LS. 0403, PRPW PX-90016005 GTE NORTHWEST INC. COUNTY WA-MALTBY 1/2/1990 MP. 32.50 32.5

8 INCH NATURAL GAS PIPELINE, SS. LS. 0403, PRPL NP-00081338 NORTHWEST PIPELINE CORP. 105+82, SNOHOMISH COUNTY WA-MALTBY 7/25/1956 MP. 32.52 32.52 INSTALL AUTOMATIC FLASHING LIGHT SIGNALS AT 180TH STREET SE.; SS. 1683+59; SNOHOMISH LS. 0403, GVXS BN-00032132 SNOHOMISH, COUNTY OF COUNTY WA-MALTBY 11/7/1990 MP. 32.54 32.54 091816G PUGET SOUND POWER & LIGHT CO.; SNOHOMISH COUNTY PUD NO. OHD ELECTRIC WIRE LINE NEAR MP. LS. 0403, PRPW NP-00064134 1 32, SNOHOMISH COUNTY WA-MALTBY 12/1/1944 MP. 32.54 32.54

LS. 0403, MP. 29.69 12 INCH SEWER PIPELINE, LS. 403, TO MP. 29.69- PRPL BF-00001082 CROSS VALLEY WATER DISTRICT MP. 29.69 TO MP. 29.72; WA-MALTBY 4/1/1997 29.72 29.72

LS. 0403, MP. 30.04 NON-ENVIRONMENTAL SOIL & TO MP. 30.04- PRGN BF-00022168 WASHINGTON, STATE OF BORING TESTING; WA-MALTBY 6/3/2002 30.26 30.26

LS. 0403, TWO 6 INCH WATER PIPELINES, SS. MP. 1655+00, & SS. 1549+40.50; 32.54, & 32.29, PRPL NP-00096039 CROSS VALLEY WATER ASSN. INC. SNOHOMISH COUNTY WA-MALTBY 8/4/1965 MP. 32.29 32.54

LS. 0403, POWER CABLE CROSSING, SS. 80+29 MP. 32.49 32.49- PRPW PX-89016006 SNOHOMISH COUNTY PUD NO. 1 TO SS. 83+29, SNOHOMISH COUNTY; WA-MALTBY 1/15/1989 TO 32.54 32.54 CM&O SPUR TRACK; RR TO MAINTAIN INDUSTRY OWNED TRACK IDIT BN-00005090 MAUK LUMBER PRODUCTS, INC. AT INDUSTRY EXPENSE; WA-MALTBY 2/5/1975 LS. 0403 LEASE OF PREMISES FOR PMLO LC-00200278 WASHINGTON, STATE OF SIGNBOARD WA-MALTBY 9/30/1970 LS. 0403 GENERAL TELEPHONE CO. OF THE 1 POLE ON RIGHT OF WAY, SS. PRPW LC-00202968 NORTHWEST INC. 1566+03; SNOHOMISH COUNTY WA-MALTBY 3/16/1971 LS.0403 OHD POWER CABLE, SS. 1566+57; SNOHOMISH COUNTY; CANCELS PRPW LC-00227665 SNOHOMISH COUNTY PUD NO. 1 NP97225; WA-MALTBY 2/1/1978 WASHINGTON STEEL INDUSTRIES LOADING DOCKS & STORAGE OF PMLO LC-00247618 INC STEEL WA-MALTBY 12/16/1984 LS. 0403

ACCESS TO LOTS FOR ROAD, WATER CLEARVIEW ESTATES ROAD & POWER, CANCELS LC249521 & PMLO LC-00500029 MAINTENANCE ASSN. LC247116 WA-MALTBY 5/1/1989 LS. 0403 EASEMENT FOR PUBLIC ROADWAY PMLO NP-00027681 SNOHOMISH, COUNTY OF PURPOSES WA-MALTBY 5/25/1914 LS. 0403 MAINTAIN LEVEES, ETC., & MARSHLAND FLOOD CONTROL INCIDENTAL WORK ALONG SUMAS GVGN NP-00091876 DISTRICT OF SNOHOMISH COUNTY BRANCH WA-MALTBY 10/1/1962 LS. 0403 0.0/1

PRPW NP-53040 PUGET SOUND POWER & LIGHT CO. OHD ELECTRIC WIRE LINE, MP. 27 WA-SNOHOMISH 12/28/1934 LS. 403 27 OVERHEAD TELEPHONE CABLE PRPL PX-95020213 GTE NORTHWEST, INC. CROSSING, MP. 31.01 WA-SNOHOMISH 11/20/1995 LS.403 31.01

PRIVATE AT-GRADE CROSSING, LS. 403, PRPC BF-00040700 HARVEY, LANCE & JODELL SNOHOMISH COUNTY WA-SNOHOMISH 6/12/2006 MP. 37.58 37.58 091822K IDIT GN-00050609 SEATTLE SNOHOMISH MILL CO. CM&O INDUSTRIAL TRACK; WA-SNOHOMISH 9/11/1958 LS.403 Stamped Cancelled PMLO LC-00250649 HOUCK, BERNARD & HAZEL PROPERTY FOR ACCESS ROAD; WA-SNOHOMISH 1/19/1987 LS. 403 4/1/89 16 INCH HIGH PRESSURE SEWER MAIN CROSSING, SNOHOMISH PRPL NP-00085920 SNOHOMISH, OF CITY COUNTY WA-SNOHOMISH 1/21/1959 LS.403 OHD ELECTRIC WIRE LINE PRPW NP-00092407 PUBLIC UTILITY DISTRICT NO. 1 CROSSING, SNOHOMISH COUNTY WA-SNOHOMISH 8/15/1963 LS. 403 LONGITUDINAL OHD ELECTRIC WIRELINES BOMART AND PRPW NP-76645 SNOHOMISH COUNTY PUD NO. 1 SNOHOMISH, WA WA-VARIOUS 7/1 /1953

PRPW LC-00207998 PUGET SOUND POWER & LIGHT CO POWER WIRE XING AT MP 26+1616 WA-WOODINVILLE 8/16/1972 26.31 8.0/5 Agreement on the Snohomish/Ki TEMPORARY OCCUPANCY FOR RE- LS. 403, ng County PRGN BF-00041211 UNDERWOOD GARTLAND 9 LLC GRADING, SNOHOMISH COUNTY WA-WOODINVILLE 7/14/2006 MP. 26.36 26.36 Line

PRIVATE AT-GRADE CROSSING, LS. 403, PRPC BF-00036944 UNDERWOOD GARTLAND 9, LLC SNOHOMISH COUNTY WA-WOODINVILLE 10/12/2005 MP. 26.58 26.58 09181 OR UGD POWER WIRE LINE, SS. PRPW LC-00229730 SPECTRUM GLASS CO., INC. 1370+23, MP. 26+3147 FT.; WA-WOODINVILLE 10/1/1978 26.59 10.0/10 GENERAL TELEPHONE CO. OF THE PRPW LC-00230493 NORTHWEST, INC. TELEPHONE CABLE, MP. 26+3147; WA-WOODINVILLE 1/1/1979 26.59 10.0/10 GENERAL TELEPHONE COMPANY PRPW LC-00203612 OF THE NO UNDERGROUND TELEPHONE CABLE WA-WOODINVILLE 9/1 6/1 971 26.61 0.0/5 PRPW LC-00215883 SNOHOMISH COUNTY PUD 1 POWER WIRE XING MP 26+3427 FT WA-WOODINVILLE 9/24/1974 26.65 PRIVATE 32 FOOT PLANK ROAD, MP. PRPC LC-233714 SATHER & NELSON 26.67 WA-WOODINVILLE 10/1/1979 LS. 403 26.67 LS. 0403, PRPC BF-00025551 BARKER REAL ESTATE LLC 32 FOOT CROSSING WA-WOODINVILLE 5/13/2003 MP. 26.68 26.68 CX-94020577 PETROCARD SYSTEMS, INC. LS. 403, MP. 26.68 WA-WOODINVILLE 6/3/1994 26.68 KING COUNTY WATER DISTRICT 9 INCH WATER PIPELINE, SS. PRPL LC-00228504 NO. 104 1374+72; MP. 26+3596 FT.; WA-WOODINVILLE 6/1/1978 26.68

24 INCH STORM WATER PIPELINE, LS. 403, PRPL BF-00035162 SNOHOMISH COUNTY SNOHOMISH COUNTY WA-WOODINVILLE 3/24/2005 MP. 26.70 26.7

2 UGD TELEPHONE WIRE LINES, LS. 403, PRPW PX-93016041 GTE NORTHWEST, INC. SNOHOMISH COUNTY WA-WOODINVILLE 4/1/1993 MP. 26.72 26.72

OHD ELECTRIC WIRE LINE, LS. 403, PRPW BF-00037798 SNOHOMISH COUNTY PUD NO. 1 SNOHOMISH COUNTY WA-WOODINVILLE 12/21/2005 MP. 26.81 26.81

LS. 0405, GVXS BN-00032131 SNOHOMISH, COUNTY OF INSTALL AFLS AT 240TH STREET; WA-WOODINVILLE 11/7/1990 MP. 26.82 26.82 091811X GENERAL TELEPHONE COMPANY PRPW LC-00236083 OF THE NO PHONE CABLE XING MP 26.82 WA-WOODINVILLE 12/1/1980 26.82 0/10 INSTALL FLASHING LIGHT SIGNALS WITH GATES & CONSTANT WARNING CIRCUITRY AT 240TH STREET; LS. 0403, GVXS BF-00039320 SNOHOMISH, COUNTY OF SNOHOMISH COUNTY; WA-WOODINVILLE 10/7/2005 MP. 26.83 26.83 091811X

UGD ELECTRIC WIRE LINE, LS. 403, PRPW BF-00037796 SNOHOMISH COUNTY PUD NO. 1 SNOHOMISH COUNTY WA-WOODINVILLE 12/21/2005 MP. 26.95 26.95

PRPW NP-76781 WEST COAST TELEPHONE CO. UGC) TELEPHONE WIRELINE, MP. 27 WA-WOODINVILLE 10/1/1953 27 IDIT BN-00010114 SPECTRUM GLASS CO., INC. CM&O SPUR TRACK; WA-WOODINVILLE 1/25/1979 27 CONSTRUCTION OF MP. GVHB NP-00016163 WASHINGTON, STATE OF UNDERCROSSING; WA-WOODINVILLE 3/1 3/1 959 27+353 27.07

KING COUNTY DEPT. OF NATURAL 12 INCH STORM WATER PIPELINE, LS. 403, PRPL BF-00040685 RESOURCES & PARKS SNOHOMISH COUNTY WA-WOODINVILLE 6/16/2006 MP, 27.27 27.27

KING COUNTY DEPT. OF NATURAL 12 INCH STORM WATER PIPELINE, LS. 403, PRPL BF-00040686 RESOURCES & PARKS SNOHOMISH COUNTY WA-WOODINVILLE 6/16/2006 MP. 27.31 27.31

KING COUNTY DEPT. OF NATURAL 12 INCH STORM WATER PIPELINE, LS. 403, PRPL BF-00040687 RESOURCES & PARKS SNOHOMISH COUNTY WA-WOODINVILLE 6/16/2006 MP, 27.31 27.31

KING COUNTY DEPT. OF NATURAL 12 INCH STORM WATER PIPELINE, LS. 403, PRPL BF-00040682 RESOURCES & PARKS SNOHOMISH COUNTY WA-WOODINVILLE 6/16/2006 MP. 27.47 27.47 3 PIPELINES, TWO 12-INCH AND ONE 18-INCH PIPELINE CROSSING FOR STORM WATER DRAINAGE; KING LS. 0403, PRPL BF-00027569 SCANDIA BUSINESS PARK, LLC COUNTY; WA-WOODINVILLE 10/22/2003 MP, 28.16 28.16 03-24936 MP. 27+425 C&M PUBLIC ROADWAY NEAR MP. 27; TO MP. 26.41- GVXS NP-00009045 WASHINGTON, STATE OF SNOHOMISH & KING COUNTIES; WA-WOODINVILLE 7/1 5/1 948 26+2148 27.08 HDR NP-92404 SNOHOMISH COUNTY PUD NO. 1 ELECTRIC LINE 11/27/1962 26.55 HDR CX-95-23533 Wellington Hills Assoc. Private Road Crossing 8/8/1995 26.57 Floyd M. Kerb dba U-Fix-It Auto HDR CX-95-23539 Wrecking Private Road Crossing 8/2/1995 26.57 FIBER OPTIC TRANSMISSION PMLO BN-00039138 STARCOM SERVICE CORP. SYSTEM WA-VARIOUS 12/10/1992 FIBER OPTIC TRANSMISSION 37.22- PORT 2472 WDH BLACK ROCK, LLC SYSTEM WA-SNOHOMISH 8/29/2013 37.35 PORT 2311 NORTHWEST PIPELINE GP NATURAL GAS PIPELINE WA-MALTBY 7/17/2012 32.27 FREIGHT RAIL OPERATIONS AND WA-SNOHOMISH, PORT 2470 EASTSIDE COMMUNITY RAIL, LLC MAINTENANCE WA-WOODINVILLE 12/18/2009 OHD ELECTRIC WIRE LINE NEAR MP. PRPW NP-00083656 SNOHOMISH COUNTY PUD NO. 1 26, SNOHOMISH COUNTY WA-MALTBY 12/24/1957 LS. 0403 26.43

NOT ASSIGNED by BNSF FILE NOT FOUND LOCATION UNKNOWN PARTIAL EXHIBIT I Form of Non-Foreign Person Affidavit

Under Section 1445 of the Internal Revenue Code of 1986, as amended (the "U.S. Code"), a transferee of a United States real property interest must withhold tax if the transferor is a foreign person. To inform SNOHOMISH COUNTY, a political subdivision of the State of Washington, (the "Transferee"), that withholding of tax will not be required upon the transfer to Transferee by THE PORT OF SEATTLE, a municipal corporation of the State of Washington (the "Transferor"), of that certain real property located in the State of Washington and more particularly described in Schedule 1 attached hereto (the "Property"), the undersigned hereby certifies the following on behalf of Transferor:

1. Transferor is not a foreign corporation, foreign partnership, foreign trust, or foreign estate, as those terms are defined in the U.S. Code and the Income Tax Regulations promulgated thereunder;

2. Transferor is not a disregarded entity as defined in Section 1.1445-2(b)(2)(iii) of the Income Tax Regulations; and

3. Transferor's U.S. employer identification number is

Transferor understands that this Certification may be disclosed to the Internal Revenue Service and that any false statement contained herein could be punished by fine, imprisonment, or both.

Transferor understands that Transferee is relying on this Certificate in determining whether withholding is or will be required in connection with the transfer of the Property by Transferor to Transferee, and that Transferee may face liabilities if any statement contained in this certificate is false.

Transferor hereby indemnifies Transferee, and agrees to hold Transferee harmless, from any liability or cost which such Transferee may incur as a result of: (i) the Transferor's failure to pay any U.S. Federal Income tax which Transferor is required to pay under applicable federal law or (ii) any false or misleading statement contained herein. Under penalties of perjury, I declare that I have examined this Certification and to the best of my knowledge declare that I have authority to sign this document on behalf of Transferor.

[The remainder of this page is intentionally left blank.]

REAL ESTATE PURCHASE AND SALE AGREEMENT I-1 Exhibit I — Form of Non-Foreign Person Affidavit TRANSFEROR:

THE PORT OF SEATTLE, a municipal corporation of the State of Washington

Name: Title:

[The remainder of this page is intentionally left blank.]

REAL ESTATE PURCHASE AND SALE AGREEMENT 1-2 Exhibit I — Form of Non-Foreign Person Affidavit Schedule 1 to Non-Foreign Person Affidavit

Legal Description of the Property Being Transferred

[See attached.]

REAL ESTATE PURCHASE AND SALE AGREEMENT 1-3 Exhibit I - Form of Non-Foreign Person Affidavit z:i frbi Y1 1N! . :*s

GRANTOR: PORT OF SEATTLE

GRANTEE: SNOHOMISH COUNTY

ABBREVIATED LEGAL DESCRIPTION: Snohomish County: Ptn BNSF Railway Company's Snohomish to Woodinville, Washington Branch Line right-of-way lying within the following: SW'/ Sec.18,T28N,R.6E; Lts. 4 & 5, Blk. 2, Snohomish City Eastern Part, Vol. 1, Pg. 7; Govt. Lts. 1 & 2 & NW 1/, Sec. 1 9,T28N,R6E; NE ¼ & SE ¼, Sec.24,T28N,R5E; NE '/ Sec.25,T28N,R5E; Govt. Lts. 1, 2, 3, 5 & 6 Sec.30, T28N,R6E; Govt. Lts. 3, 4 & 8, SW '/ & NW '/ Sec.31,T28N,R6E; Lt. 139 Cathcart; Govt. Lts. 4, 5, 6 & 7 Sec.6,T27N,R6E; Govt. Lts. 1, 2, 3, & 4 & SW %, Sec.7,T27N,R6E; Govt. Lts. 2, 3 & 4 & NW %, Sec.18,T27N,R6E; Govt. Lts. 1 & 2 Sec.19,T27N,R6E; NE '/, Sec.12,T27N,R5E; NE '/, SW 1/, & SE 1/, Sec.24,T27N,R5E; NW ¼ & SW ¼, Sec.25,T27N,R5E; Sec.26,T27N.R5E; and SW '/, SE '/, & NE %, Sec 34,T27N,R5E.

SNOHOMISH COUNTY AUDITOR'S TAX PARCEL NUMBER: 00000000000 100 (No Tax Parcel assigned)

Page 1 of 9 i I , t

All that portion of BNSF Railway Company's (formerly Northern Pacific Railway Company) City of Snohomish (MP 38.3) to (MP 26.384), Washington Branch Line right of way, varying in width on each side of said Railway Company's Main Track centerline, as now located and constructed upon, over and across Snohomish County, Washington, more particularly described as follows, to-wit

That portion of that certain 60.0 foot wide Branch Line right of way being 30 0 feet on each side of said Main Track centerline, as originally located and constructed, upon, over and across State Street, as said street is shown on plat of Snohomish City Eastern Part, recorded as Instrument No. 187204125001 in Book 1, Page 7, records of the Snohomish County, Washington Auditor, lying southerly of the Easterly prolongation of the centerline of vacated Commercial Street, as said Commercial Street is shown on said plat; also

That portion of the Sonfller'v half of vacated l,UiIIIHcrGiAI Street as said street is shown on the plat of Snohomish City Eastern Part, recorded as Instrument No 187204125001 in Book 1, Page 7, records of the Snohomish County, Washington Auditor, vacated by ordinance No. 354 of the City of Snohomish, State of Washington, passed May 16, 1911, described as follows:

Beginning at the northeast corner of Lot 5, Block 2 of said plat of Snohomish City Eastern Part, thence Westerly, along the northerly line of said Lot 5, a distance of 20 feet, more or less, to a point 50 feet distant westerly, when measured at right angles from the centerline of State Street, as said State Street is shown on said plat. thence Northerly, along a line 50 feet westerly from the center line of said State Street, 30 feet, more or less to the centerline of said Commercial Street, thence Easterly, along said centerline of Commercial Street, 20 feet, more or less to the northerly prolongation of the east line of said Lot 5, thence Southerly, along said northerly prolongation, 30 feet, more or less, to Point of Beginning, also,

Lots 4 and 5, of Block 2 as shown on plat of Snohomish City Eastern Part, recorded as Instrument No 187204125001 in Book 1, Page 7, records of the Snohomish County, Washington Auditor, also,

That portion of that certain 50.0 foot wide Branch Line right of way being 25.0 feet on each side of said Main Track centerline, as originally located and constructed, upon, over and across Government Lot 4, Section 18, Township 28 North, Range 6 East, W M, bounded Northeasterly by the Southwesterly Bank of the Snohomish River, and bounded Southwesterly by a line parallel with and distant 50 0 feet Northeasterly from, measured at right angles to said Railway Company's (formerly Great Northern Railway Company) Everett to Spokane Main Track centerline as originally located and constructed, together with all right, title and interest if any, to accommodate said railway company's facilities and operations over and across the Snohomish River, also

Continued on next page

Page 2 of 9 That portion of that certain 50.0 foot wide Branch Line right of way being 25.0 feet on each side of said Main Track centerline, as originally located and constructed, upon, over and across Government Lot 4, Section 18, Township 28 North, Range 6 East, W M, bounded Northeasterly by a line parallel with and distant 150.0 feet Southwesterly from, measured at right angles to said Railway Company's (formerly Great Northern Railway Company) Everett to Spokane Main Track centerline as originally located and constructed, and bounded Southerly by the Southerly line of said Government Lot 4, also

A triangular shaped tract of land being that portion of Government Lot 4, Section 18, Township 28 North, Range 6 East, W M., bounded Northeasterly by a line parallel with and distant 150 0 feet Southwesterly from, measured at right angles to said Railway Company's (formerly Great Northern Railway Company) Everett to Spokane Main Track centerline as originally located and constructed, bounded Northwesterly by a line parallel with and distant 25 feet Easterly from, measured at right angles to said Railway Company's Branch Line right of way Main Track centerline as originally located and constructed and bounded Southerly by the Southerly line of said Government Lot 4, also

That certain 0.11 acre strip of land described in deed dated September 9, 1903 from J H Shadinger and Hattie E Shadinger to Northern Pacific Railway Company recorded September 19 in Book 80, Page 296, records of Snohomish County, Washington, said 0.11 acre strip of land being described in said deed for reference as follows:

"A strip of land eighty (80) feet in width across that certain thirty-three (33) foot strip of land in Lot four (4), Section eighteen (18), Township twenty-eight (28) north, Range six (6) east, W.M, which lies immediately south of, parallel with and contiguous to the right of way of the Great Northern Railway Company across said subdivision, said eighty (80) foot strip of land having for its east and west boundaries two lines that are parallel with and respectively distant twenty-six (26) feet on the northeasterly side and fifty-four (54) feet on the southwesterly side of the center line of the proposed track which is to connect the Great Northern Railway with the Northern Pacific Railway as the same is located, staked and constructed over and across said subdivision, containing 0.11 acres, more or less", also,

That certain 1.94 acre strip of land described in deed dated September 9, 1903 from Kate G Ford, D. A. Ford, Ruth S. Ford and D. A. Ford as sole executor to Northern Pacific Railway Company recorded September 19 in Book 80, Page 298, records of Snohomish County, Washington, said 1.94 acre strip of land being described in said deed for reference as follows:

"All that portion of Lot four (4), Section eighteen (18) and of Lot one (I) (or the northwest quarter of the northwest quarter) of Section nineteen (19), Township twenty-eight (28) north, Range six (6) east, W M, lying westerly of the Northern Pacific Railway Company's right of way and southerly of a line drawn parallel with and thirty-three (33) feet distant southerly from the south line of the Great Northern Railway Company's right of way and between lines drawn parallel with and. respectively distant twenty-six (26) feet easterly from and fifty-four (54) feet westerly from the center

Continued on next page

Page 3 of 9 line of the proposed track which is to connect the Northern Pacific Railway with the Great Northern Railway as the same is now located, staked out and to be constructed over and across said premises, said strip of land containing 1.94 acres, more or less", also,

That certain 0.08 acre strip of land described in deed dated April 25, 1908 from Robert Henry and Margaret R Henry to Northern Pacific Railway Company recorded June 1, 1908 in Book 110 of Deeds, Page 509, records of the County Auditor, Snohomish County, Washington, said 0.08 acre strip of land being described in said deed for reference as follows:

"A strip of land thirty (30) feet wide described as follows Beginning at a point on the section line between Sections 18 and 19, Township 28 North, Range 6 East, Willamette Meridian, fifty-five (55) feet distant measured at right angles from the center line of the main track of the said Railway Company as the same is now located, constructed, maintained and operated through said sections; thence northeasterly on a line parallel with and fifty-five (55) feet distant from said center line one hundred ten (110) feet, more or less, to the south line of the Tacoma Power Company's right of way, thence southeasterly along the south line of said. Tacoma Power Company's right of way thirty (30) feet to the westerly line of the present right of way of said Northern Pacific Railway Company, which line at that point is twenty-five (25) feet from the center line of the main track of said Railway Company, thence southwesterly along said westerly line of the right of way one hundred ten (110) feet, more or less, to the point where said right of way widens to fifty (50) feet on each side of said center line; thence westerly twenty-five (25) feet to point of intersection with the above described section line, thence west along said section line five (5) feet, more or less, to place of beginning, said strip being situated in Lot four (4) Section eighteen (18) and Lot one (1) Section nineteen (19) all in Township twenty-eight (28) North, Range six (6) East, Willamette Meridian and containing eight hundredths (0.08) of an acre, more or less.", also,

That portion of said Railway Company's property in Government Lot 4, Section 18, Township 28 North, Range 6 East, W M, Snohomish County, Washington, bounded Northeasterly and Southwesterly by two lines drawn parallel with and distant Southwesterly 150.0 feet and 183.0 feet, respectively, from, measured at right angles to said Railway Company's (formerly Great Northern Railway Company) Everett to Spokane Main Track centerline as originally located and constructed and bounded Southeasterly and Northwesterly by two lines drawn parallel with and distant Northwesterly 25.0 feet and 50.0 feet, respectively, from, measured at right angles to said Railway Company's Branch Line Main Track centerline as now located and constructed; also, That portion of that certain 100.0 foot wide Branch Line right of way, in the Town of Bromart, Snohomish County. Washington, being 50.0 feet on each side of said Main Track centerline, as originally located and constructed, upon, over and across Lots 1 and 2, Section 19, Township 28 North, Range 6 East, W M, Snohomish County, Washington, bounded Northerly by the North line of said Section 19, and bounded Westerly by the West line of said Section 19, also,

That portion of said. Railway Company's property in Lots 1 and 2, Section 19, Township 28 North, Range 6 East, W M, Snohomish County, Washington, bounded as follows Westerly by a line parallel with and distant 50.0 feet Easterly from, measured at right angles to said Railway Company's Branch Line Main Track centerline as now located and constructed; Northerly by the North line of said Section 19 and Easterly by the following described line:

Continued on next page

Page 4 of 9 Beginning at a point on a line parallel with and distant 50.0 feet Southerly from, measured at right angles to said Railway Company's (formerly Great Northern Railway Company) Everett to Spokane Main Track centerline, as originally located and constructed, opposite Station 512+68.45, said point of beginning being the point of a curve to the left having a radius of 621.20 feet, thence westerly, along the arc of said curve to the left and consuming a central angle of 90°57'06", an arc distance of 986.10 feet to the point of tangency of said curve, said point of tangency being 125 feet easterly, when measured at right angles from Station 1963+97.51 on said Railway Company's Branch Line Main Track centerline; thence southerly, along a line drawn parallel and/or concentric with and 125 feet easterly, when measured at right angles and/or radially, from said Branch Line Main Track centerline, to a point opposite Station 1956+00 on said Railway Company's Branch Line Main Track centerline, thence westerly, along a line drawn radially with the centerline of said Railway Company's Branch Line Main Track centerline, a distance of 25 feet, thence southerly, along a line drawn concentric with and 100 feet easterly, when measured radially, from the centerline of said Railway Company's Branch Line Main Track centerline, to a point opposite Station 1953+00 on the centerline of said Railway Company's Branch Line Main Track centerline, thence westerly along a line drawn radially with the centerline of said Railway Company's Branch Line Main Track centerline, a distance of 25 feet, thence southerly, along a line drawn concentric with and 75 feet easterly, when measured radially from said Railway Company's Branch Line Main Track centerline to the west line of said Section 19, also being the terminus of the herein described line

EXCEPTING THEREFROM, a strip of land 30 feet wide, the center line of which is 435 feet north from and parallel with the East and West centerline of said Section 19, extending from the west line of said Section 19 to the East boundary of said hereinabove described tract; ALSO EXCEPTING THEREFROM, that portion of said hereinabove described tract lying northerly of a line parallel with and distant 150.0 feet Southerly from, measured at right angles to said Railway Company's (formerly Great Northern Railway Company) Everett to Spokane Main Track centerline, as originally located and constructed; also,

That portion of that certain 100.0 foot wide Branch Line right of way, in the Town of Bromart, Snohomish County, Washington, being 50.0 feet on each side of said Main Track centerline, as originally located and constructed, upon, over and across the El/2, El/2, Section 24, the E1/2, NE1/4, Section 25, all in Township 28 North, Range 5 East, W. M., bounded Northerly by the East line of said El/2, El/2, Section 24, and bounded Southerly by the East line of said E1/2, NE1/4, Section 25, also,

That portion of that certain 100.0 foot wide Branch Line right of way, being 50.0 feet on each side of said Main Track centerline, as originally located and constructed, upon, over and across Government Lots 1, 2, 3, 5, 6, of Section 30, Township 28 North, Range 6 East, W M., bounded Westerly by the West lines of said Lots 1 and 2 and bounded Southerly by the South line of said Lot 5, also,

That portion of that certain 110.0 foot wide Branch Line right of way, being 60.0 feet Westerly and 50.0 feet Easterly of said Main Track centerline, as originally located and constructed, upon, over and across Government Lot 8 of Section 31, Township 28 North, Range 6 East, W M , bounded Northerly and Southerly by the North and South lines of said Lot 8, also,

Continued on next page

Page 5 of 9 That portion of that certain 200.0 foot wide Branch Line right of way, being 100.0 feet on each side of said Main Track centerline, as originally located and constructed, upon, over and across Government Lot 3, the NEl/SW'/ and the SE'/NWl/, Section 31, Township 28 North, Range 6 East, W M, bounded Northerly by the North line of said SE'/NW / Section 31, and bounded Southerly by the South line of said Government Lot 3 and its easterly prolongation, also,

That certain 2.0 acre tract of land described in deed dated April 13, 1918 from John S. Eby to the Northern Pacific Railway Company, recorded April 20, 1918 in Volume 180 of Deeds, Page 451, records of Snohomish County, Washington, said tract being described in said deed for reference as follows:

"That property of the grantor (being the north nine hundred forty-five and five tenths (945.5) feet, more or less, of the south eleven hundred forty-three and five tenths (1143.5) feet of the north- half of the southwest quarter (N 1/ of SW l/) of section thirty-one (31) in Township twenty-eight (28) North, Range six (6) East of the Willamette Meridian, west of the present right of way of said Railway Company lying between lines parallel with and distant respectively one hundred (100) and one hundred fifty (150) feet westerly from the center line of the present main track of said Railway Company, as the same is now constructed and operated over and across said section, also that portion

of said N ^/2 of SW ^/ lying between lines parallel with and distant respectively one hundred fifty (150) and two hundred (200) feet westerly from said above named main track center line and between a line parallel with and distant one hundred ninety-eight (198) feet northerly from the south line of said government subdivision and a line drawn at right angles to said main track center line at a point distant twenty-one hundred thirty-four and eight tenths (2134.8) feet northerly from its point intersection with the south line of said section 31, containing in all two (2) acres, more or less", also,

That certain 0.35 acre tract of land described in deed dated March 25, 1918 from John Grinier and Alice Grinier to the Northern Pacific Railway Company, recorded April 10, 1918 in Volume 180 of Deeds, Page 401, records of Snohomish County, Washington, said tract being described in said deed for reference as follows:

"A strip of land of the Westerly side of and adjacent to the present two hundred (200) foot right of way of said Railway Company in the south six (6) acres (or the south one hundred ninety-eight (198) feet more or less, of the north-half of the southwest quarter (N'h of SW 1/) of section thirty-one (31) in Township twenty-eight (28) North, Range six (6) East of the Willamette Meridian, said strip of land being more particularly described as follows:

"Beginning at a point on the south line of said N ^/^ of SW ^/4, one hundred (100) feet distant westerly, measured at right angles, from the present main track of said Railway Company, as the same is now, constructed and operated over and across said section, thence northerly on a line parallel with and one hundred (100) feet distant westerly from said center line to the north line of the property of said grantors (being the north line of the south 198 feet, more or less of the above named government subdivision), thence west along said north line to a point two hundred (200) feet distant westerly, measured at right angles, from said main track center line, thence southeasterly in a straight line to a point on the south line of said above named government subdivision fifty-five (55) feet west of the point of beginning, thence east to the point of beginning, containing thirty-five hundredths (35/100) acres, more or less", also,

Continued on next page Page 6 of 9 That certain tract of land described in deed dated December 15, 1937 from Ella L Moulton to the Northern Pacific Railway Company recorded February 19, 1938 in Volume 238 of Deeds, Page 102, records of Snohomish County, Washington, said tract of land being described in said deed for reference as follows:

"That portion of Tract No 139 as shown on the official plat of CATHCART on file and of record in the office of the Auditor of said County situate within the south half of southwest quarter (S½ of SW'/) of Section thirty-one (31) in Township twenty-eight (28) North, Range six (6) East of the Willamette Meridian, lying easterly of a line parallel with and distant fifty (50) feet westerly measured at right angles, from the center line of the present main track of the Northern Pacific Railway Company as the same is now constructed and operated over and across said section thirty- one", also,

That portion of that certain 100.0 foot wide Branch Line right of way, being 50.0 feet on each side of said Main Track centerline, as originally located and constructed, upon, over and across Government Lot 4 in Section 31, Township 28 North, Range 6 East, W M, Government Lots 4, 5, 6 and 7 in Section 6, Government Lots 1, 2, 3, 4 and the SE'/, SW ',4 Section 7, Government Lots 2, 3, 4 and the E%2, NW '/4 Section 18, Government Lots I and 2 Section 19, all in Township 27 North, Range

6 East, W. M , the E ^/2, E ^/2, NEB/ Section 12, and the SEA/,NEB/ and the NE'/, SE'/ Section 24, all in Township 27 North, Range 5 East, W. M., bounded Northerly by the North line of said Government Lot 4 in Section 31, and bounded Southerly the West line of said NEi/, SEr/ Section 24, also

That portion of that certain 200.0 foot wide Maltby Station Ground property, being 100.0 feet on each side of said Main Track centerline, as originally located and constructed, upon, over and across the WIhSE1 Section 24, Township 27 North, Range 5 East, W M, bounded Easterly and Westerly by the East and West lines of said W%, SEA/ Section 24, EXCEPTING THEREFROM, that portion of said 200.0 foot wide Station Ground property lying Northwesterly of a line concentric with and distant 25.0 feet Northwesterly from, measured radially to said Railway Company's Main Track centerline as now located and constructed, also

That portion of that certain 100.0 foot wide Maltby Station Ground property, being 50.0 feet on each side of said Main Track centerline, as originally located and constructed, upon, over and across the E'/ SW'/ Section 24, Township 27 North, Range 5 East, W. M, bounded Northerly by the East line of said SW'/4 Section 24 and bounded Southerly by the South Line of said SW '/4 Section 24, EXCEPTING THEREFROM, that portion lying Northwesterly of a line concentric with and distant 25.0 feet Northwesterly from, measured radially to said Railway Company's Main Track centerline as originally located and constructed, bounded Northeasterly by the East line of said SW'/ Section 24, and bounded Southwesterly by the Easterly edge of the traveiway of the Street connecting 91 s` Avenue SE with Yew Way in the City of Maltby, Washington, as now located and constructed in a generally Southerly direction from 91 st Avenue SE, and about 100 feet Southwesterly of the North- South quarter line of said Section 24, as measured along said Main Track centerline, also,

That portion of that certain 200.0 foot wide Maltby Station Ground property, being 100.0 feet on each side of said Main Track centerline, as originally located and constructed, upon, over and across the NW'/ Section 25, Township 27 North, Range 5 East, W M, bounded Northerly and

Continued on next page

Page 7 of 9 Southerly by the North and South lines of said NW'/ Section 25, also

That portion of that certain 100.0 foot wide Branch Line right of way, being 50.0 feet on each side of said Main Track centerline, as originally located and constructed, upon, over and across the NW 1/, NEI/, SW'/ Section 25, Township 27 North, Range 5 East, W M, bounded Northerly and Westerly by the North and West lines of said NW', NE'/, SW/ Section 25, also,

That portion of that certain 200.0 foot wide Branch Line right of way, being 100.0 feet on each side of said Main Track centerline, as originally located and constructed, upon, over and across the NW % SW'/ Section 25, the NEB/, SEA/ and the NE '/4 Section 26, all in Township 27 North, Range

5 East, WM,, bounded on the East by the East line of said NWT/,SW ^/ Section 25, and bounded on the West by the West line of said NEB/ Section 26, also

That portion of that certain 100.0 foot wide Branch Line right of way, being 50.0 feet on each side of said Main Track centerline, as originally located and constructed, upon, over and across the SE'/4, NWl/ and the NE'/4, SW'/ Section 26, Township 27 North, Range 5 East, W. M, bounded Easterly by the East line of said SE'/, NW'/ Section 26, and bounded Westerly by the South line of said SEi/, NW'/4 Section 26, and bounded by the West Line of said NE 1/, SW I/ Section 26, also

That portion of that certain 200.0 foot wide Branch Line right of way, being 100.0 feet on each side of said Main Track centerline, as originally located and constructed, upon, over and across the W1/2, SW'/ Section 26, and the NW 1/NW 1/ Section 35, all in Township 27 North, Range 5 East, W.M.; bounded on the East by the East line of said W'/2, SW 'A Section 26, and bounded on the South by the South line of said NW%, NW'/ Section 35; EXCEPTING THEREFROM, that portion lying Westerly of a line parallel and/or concentric with and distant 50.0 feet Westerly from, measured at right angles and/or radially to said Railway Company's Main Track centerline as originally located and constructed, bounded on the North by the North line of said Section 35, and bounded on the South by a line radial to said Main Track centerline at a point 530.0 feet South of the North line of said Section 35, as measured along said Main Track centerline, also,

That portion of that certain 100.0 foot wide Branch Line right of way, being 50.0 feet on each side of said Main Track centerline, as originally located and constructed, upon, over and across the SW'/, NWT/ Section 35, the SEA/, SEA/, NEB% and the NEB/, SE% Section 34, all in Township 27 North, Range 5 East, W.M., bounded on the North by the North line of said SW'%, NW I/ Section 35, and bounded on the South by the South line of said NE%, SEA/ Section 34, also,

That portion of that certain 50.0 foot wide Branch Line right of way being 25.0 feet on each side of said Main Track centerline, as originally located and constructed, upon, over and across the SE'/, SE% Section 34, Township 27 North, Range 5 East, W.M., bounded on the North by the North line of said SE%, SEA/a Section 34, and bounded on the South by a line radial to said Railway Company's Main Track centerline, as originally located and constructed, at a point distant 600 feet Southwesterly of said North line of said SE%, SE'/ Section 34, as measured along said Main Track centerline, also,

Continued on next page

Page 8 of 9 That portion of that certain 100.0 foot wide Branch Line right of way, being 50.0 feet on each side of said Main Track centerline as originally located and constructed, upon, over and across the Sih,SE'/ and the SE', SW 1/ Section 34, Township 27 North, Range 5 East, W.M., bounded on the North by a line radial to said Railway Company's Main Track centerline, as originally located and constructed, at a point distant 600 feet Southwesterly of said North line of said SE'/, SEA/ Section 34, as measured along said Main Track centerline, and bounded on the South by the South line of said Section 34, said line also being the South line of Snohomish County Washington.

Easement Agreement for Snohomish Bridge (BNSF to Port of Easement Agreement for Snohomish Seattle), December 17, 2009. That portion of BNSF Railway Company's (formerly Northern Pacific Railway Company) 50.0 foot wide Snohomish to Kennydale, Washington Branch Line right of way, being 25.0 feet wide on each side of said Railway Company's Main Track centerline, as originally located and constructed, upon, over and across Government Lot 4, Section 18, Township 28 North, Range 6 East, W.M., bounded Northeasterly by a line parallel with and distant 50.0 feet Northeasterly from, measured at right angles to said Railway Company's (formerly Great Northern Railway Company) Everett to Spokane Main Track centerline as originally located and constructed and bounded Southwesterly by a line parallel with and distant 150.0 feet Southwesterly from, measured at right angles to said Railway Company's Everett to Spokane Main Track centerline.

ZZLLL. ^ .1 ^

^j L IOJ^,,ryy^

d

LLA

Page 9 of 9