Item No.     4d_Attach2
Date of Meeting: June 9, 2015
EASEMENT FOR PIPELINE
This easement is made as of this ____ day of _______________________, 2015,
between the PORT OF SEATTLE, a Washington municipal corporation ("Grantor" herein) and
WESTWAY FEED PRODUCTS, INC., a Delaware limited liability corporation ("Grantee"
herein).
Grantor, for adequate consideration, the receipt of which is hereby acknowledged, and
the further consideration of the performance of the covenants and agreements by Grantee, as set
out and expressed below, does hereby grant to Grantee, and its successors and assignees, a nonexclusive
access easement (the "Easement") across, over, under, and though the area depicted on
Exhibit A hereto.
This Easement is subject to the provisions of the Port Management Agreement ("PMA")
signed by the Grantor and the Washington State Department of Natural Resources to the extent
the Easement is on land owned by the State of Washington. A copy of the PMA is attached as
Exhibit B.
This Easement is granted subject to and conditioned upon the following terms,
conditions, and covenants which Grantee hereby promises to faithfully and fully observe and
perform.
1) Term. The term for the Easement will expire on September 30, 2028.
2) Use and Activities. Grantee shall use this Easement for the purpose of operating,
maintaining, removing, repairing, replacing, and using a molasses pipeline ("Pipeline") with all
connections above ground and underground, and with appurtenances thereto. No aboveground
facilities will be allowed within the proposed Easement area.
i.    Grantee shall exercise its rights under this paragraph to minimize and avoid
interference with the Port and/or its tenants' use of the Easement. Grantee
shall at all times conduct its activities on the Easement so as not to cause
waste, interfere with, obstruct or endanger the Port and/or its tenant's
operations or facilities and shall not permit any licensee, operator, invitee, or
others to do otherwise.
ii.    In the event that Grantee's operations cause damage to the Easement, Grantee
shall restore such property to the standards that are in place as of the date of
the completion of the improvements.
iii.    Grantee is hereby granted the right to ingress to and egress from the property
described in Exhibit A hereto and Grantee shall at all times have reasonable
access. Grantee will make arrangements for routine access to the container
terminal (property shown in Exhibit A) with the Port's container terminal
tenant, currently SSA Terminals, LLC and SSA Containers, Inc. ("Tenant"),
and will comply with the Tenant's security and safety requirements.

iv.   The Port or its Tenant shall at all times have the right to occupy the Easement
area, or any part thereof, PROVIDED, HOWEVER, that the exercise of such
rights shall not unreasonably interfere with Grantee's operation of the
Pipeline.
v.   Grantee shall at all times exercise its rights under this paragraph in accordance
with the requirements of all applicable statutes, orders, rules and regulations
of any public authority having jurisdiction. Grantee shall protect, defend,
indemnify and hold the Port, its officers, employees and agents harmless from
and against any and all liability, claims, damages, losses, and expenses
(including, but not limited to, attorneys' consultants' fees and other expenses
of litigation and arbitration) arising out of, or connected with Grantee's
activities for the Easement, other than those resulting from the sole negligence
of the Port or other tenants of the Port. For the purpose of this indemnification
provision, Grantee shall be deemed and construed to mean and include its
agents, contractors, subcontractors, and/or any third persons acting on or for
Grantee's behalf at any time occupying or present on the Easement.
3) Maintenance. Grantee shall, at its sole cost and expense, maintain the Pipeline within the
Easement area, together with all alterations, equipment and installations  in good order,
condition and repair at all times. Grantee shall make all repairs and replacements (ordinary as
well as extraordinary, foreseen and unforeseen) which may be necessary or required so that at all
times the Pipeline is in good order, condition and repair.
4) Indemnification. Grantor and Grantee hereby mutually indemnify and hold each other
harmless against all losses and liabilities arising out of or relating to the activities of Grantor and
Grantee or their officers, employees, agents, contractors, licensees, invitees, or guests on the
Burdened Property. Furthermore, Grantor and Grantee shall each separately indemnify and hold
the Grantor and its officers, employees, contractors and agents harmless against all losses and
liabilities arising out of or relating to Grantor's own and Grantee's own activities or the activities
of their officers, employees, agents, contractors, licensees, invitees, or guests on the Burdened
Property.
5) Insurance. Grantee shall obtain and keep in force a commercial general liability policy
of insurance, written on ISO Form CG 00 01 10 01 (or equivalent), that protects Grantee, and the
Port as an additional insured using ISO Form 20 26 (either 11 85 or 07 04 revision) or
equivalent, against claims for bodily injury, personal injury and property damage based upon,
involving or arising out of the access, tenancy, use, occupancy or maintenance of the Easement
and all areas appurtenant thereto. Such insurance shall be on occurrence basis providing single
limit coverage in an amount not less than five million dollars ($5,000,000) per occurrence. The
Port's insurance shall be primary or non-contributory to any insurance the Port carries and the
Grantee's policy shall include a waiver of the transfer of the rights of recovery in favor of the
Port.  The Port shall be submitted upon Easement inception and annually thereafter, a copy of
the additional insured endorsement that validates the Port has been added as an additional
insured. The insurance shall remain continuously in effect at all times throughout the duration of
Easement.

6) Successors and Assigns. This Easement, and the covenants and agreements contained in
this Easement shall inure to the benefit of and be binding and obligatory upon the heirs,
executors, administrators, assigns, lessees and invitees of the Grantor and Grantee.
7) Abandonment of Easement. In the event the lease agreement dated July 23, 1996
between Grantor and Grantee terminates, this Easement shall terminate effective upon such
ending date of the lease agreement. If any portion of this Easement terminated, Grantee, at its
sole expense and at the sole discretion of the Grantor, will remove or abandon in place any and
all improvements installed by Grantee from the Easement areas in accordance with the then
current applicable laws and regulations and in accordance with requirements of Grantor.

8) Notices. All notices hereunder shall be in writing and shall be delivered personally, by
certified or registered mail, by facsimile or by a recognized overnight courier addressed as
follows: 
To Grantor:
Port of Seattle
Attention: Property Manager
P.O. Box 1209
2711 Alaskan Way
Seattle, Washington 98111
To Grantee:
##Company##
##Attention##
##Address##
9) Compliance with Laws and Rules. Grantee shall at all times exercise its rights herein in
accordance with the requirements of all applicable statutes, orders, rules and regulations of any
public authority having jurisdiction. If Grantee is in violation of any applicable laws or
regulation or Grantee's operation or presence of the Pipeline and related facilities makes the
Easement area not comply with applicable laws or regulations, Grantee will promptly take such
action as is necessary to mitigate and correct the violation. If Grantee fails to act in a prudent and
prompt manner, the Port has the right, but not the obligation, to act as the Port deems necessary
to ensure compliance or mitigate the violation. All costs and expenses incurred by the Port Ii
connection with any such actions will be payable by Grantee upon presentation of an invoice.
IN WITNESS WHEREOF, each party to this Easement has caused it to be executed on
the dated indicated below.

GRANTOR:                 GRANTEE:
____________________________________ ___________________________________
By: ______________________________    By: ______________________________
Its: ______________________________    Its: ______________________________

STATE OF WASHINGTON )
) ss
COUNTY OF KING )
On this ___ day of ___________________, 2015 before me personally appeared
____________________________, to me known to be the _________________________________ of the PORT
OF SEATTLE, the municipal corporation that executed the within and foregoing instrument, and acknowledged said
instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein
mentioned, and on oath stated that s/he was authorized to execute said instrument.
In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above
written.

_____________________________________________
(Signature)
_____________________________________________
(Print Name)
Notary Public, in and for the State of Washington,
residing at _____________________________________
My Commission expires: _________________________

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

_____________________________________________
(Signature)
_____________________________________________
(Print Name)
Notary Public, in and for the State of Washington,
residing at _____________________________________
My Commission expires: _________________________

SSA Terminals, LLC and
SSA Containers, Inc. 
Westway Feed
Products, Inc.