ITEM NO. 6c_Attach

DATE OF
MEETING February 23, 2010

SETTLEMENT AGREEMENT    ""4;
AND MUTUAL RELEASE

This Settlement Agreement and Mutual Release ("the Agreement") is entered into this
day of February 2010 by and between the Port of Seattle, a Washington municipal
corporation ("the Port"), and SSA Terminals, LLC, a Washington limited liability company
("SSAT").

RECITALS

WHEREAS, SSAT leases certain real property at Terminals 25 and 28 from the Port
under that certain Terminals 25 and 28 Lease dated July 8, 2005, which Lease was amended to
include certain real property at Terminal 30 by a Restated First Amendment to Lease dated
August 8, 2007 (as amended, "the Lease");

WHEREAS, the property at Terminal 30 was to be added to the premises following the
Port's substantial completion of certain improvements at Terminal 30; and

WHEREAS, the Port indicated that it expected to substantially complete those
improvements to Terminal 30 on or about June 1, 2009 and,

WHEREAS, in anticipation of the June 1, 2009 substantial completion, SSAT relocated
certain operations off of Terminals 25 and 28 to property separately leased at Terminal 18 and
relocated certain shipto-shore cranes from Terminal 18 to Terminal 30; and

WHEREAS, the improvements to Terminal 30 were not substantially completed until
August 3, 2009 due to problems with the width of the cable trough for the ship-to-shore cranes;
and

WHEREAS, SSAT did not pay rent for Terminals 25 and 28 for the months of June and
July (but was not obligated to pay rent for Terminal 30 until the substantial completion of the
improvements to Terminal 30); and

WHEREAS, SSAT has entered into a separate agreement with the designer of the
Terminal 30 project to address certain other impacts arising from the problems with the width of
the cable trough for the ship-to-shore cranes; and

WHEREAS, the Parties now wish to amicably resolve the Port's potential claim for rent
and SSAT's potential claims for impacts from the failure to substantially complete the Terminal
30 improvements by June 1, 2009 and the problems with the width of the cable trough;

TERMS OF SETTLEMENT

NOW THEREFORE, in consideration of the mutual promises and agreements set forth
herein, the parties agree as follows:

1.      Nonadmission of Liability. This Agreement shall not be construed in any way as
whatsoever by either of the parties.
an admission of any liability or wrongdoing

2.     Payment. SSAT agrees to pay the Port the sum of Twenty Two Thousand Two
Hundred Twenty Seven and 20/ 100 Dollars ($22,227.20) plus applicable Leasehold Excise Tax
of Two Thousand Eight Hundred Fifty Three Dollars and 97/ 100 ($2,853.97) (for a grand total of
$25,081.17) for its limited use of Terminal 25 and 28 property for the months of June and July.

3.     Complete Mutual Release. In consideration of the promises set forth herein, the
Port and SSAT mutually hereby and for their heirs, representatives, executors, administrators,
other and their officers,
successors and assigns, release, acquit and forever discharge each
directors, subsidiaries, affiliates, agents, employees, representatives, attorneys, insurers, either
in concert with any of
past or present, and all persons acting under them, by and through, or
them, and each of them from any and all actions, causes of action, obligations, costs, expenses,
damages, losses, claims, liabilities, suits, debts and demands, of whatever character, in law or in
equity, whether presently known or unknown, arising out of the Port's failure to substantially
complete the improvements to Terminal 30 by June 1, 2009, the width of the cable trough for the
shipto-shore cranes at Terminal 30 and/or SSAT's failure to pay rent for Terminals 25 and 28
for the period through August 3, 2009.

4.     Successors and Assigns. This Agreement shall be binding upon the parties, their
heir, representatives, executors, administrators, successors and assigns, and shall inure to the
benefit of each and all of those parties, and to their heirs, representatives, executives,
administrators, successors and assigns.

5.     Entire Agreement. This Agreement sets forth the entire agreement between the
parties and full supersedes any and all prior agreements, whether oral or in writing, related to the
subject matter hereof.

6.     Attorneys' Fees. In the event any dispute arises as to this Agreement or any
provision hereof, the prevailing party will be entitled to an award of its reasonable attorneys' fees
and costs.

"T"
DATED this   day of February, 2010.

PORT OF SEATTLE              SSA TERMINALS, LLC

By:
Its: