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HomeMy WebLinkAboutExhibits and Amendment to FAC17-0013 EXHIBIT A AGREEMENT BETWEEN DCT HUDSON AND THE CITY OF AUBURN REGARDING THE CONSTRUCTION, INSTALLATION, OPERATION, MAINTENANCE, AND REPAIR OF A TEMPORARY SEWER SYSTEM THIS AGREEMENT is entered into between DCT Hudson Distribution Center LLC ("DCT Hudson" or"Developer") a Delaware limited liability company, and the City of Auburn ("the City"), a Washington Municipal Corporation, on thisLJ-I " day of June, 2019 ("Effective Date"). RECITALS 1. DCT Hudson has commenced construction of its project, which requires a permanent public sewer lift station to be constructed at 6408 S 287th Street in Auburn, Washington ("the subject location"). 2. The City Engineer has determined that a functioning sewer system is required before water service can be provided from the City to the commercial location and the Building Official has determined that the Developer must have a water and sewer service system prior to authorizing occupancy at the commercial location, consistent with FAC 17-0013 and building permit BLD17-0174. 3. DCT Hudson has informed the City that materials required for the construction of the sewer lift station are delayed at this time and therefore has requested City authorization to install a temporary sewer system to satisfy the sewer system component required for water service and occupancy at the commercial location in order to avoid any delays in occupancy related to the sewer lift station. 4. The City's Building Official has determined that, amongst other conditions, installation of a temporary sewer system is required prior to authorizing temporary occupancy and operations at the commercial location to meet water and sewer demands associated with the project and for public health purposes. 5. DCT Hudson will maintain ownership, operation, and repair responsibilities for the temporary sewer system for the duration of the Agreement. 6. Within a reasonable time and no later than two (2) months from the Effective Date of this Agreement, DCT Hudson is required to complete construction of the permanent sewer lift station consistent with the approved FAC 17-0013 plans. 7. This Agreement does not modify, alter, or change the terms of any permitting or regulatory requirements except as expressly addressed in this Agreement, which shall only apply to the temporary sewer system. 1 NOW, THEREFORE, the parties agree as follows: AGREEMENT 1. Scope of Agreement. This Agreement does not effect, change, or alter the terms or requirements of the approved FAC 17-0013 plans other than the limited modification to the required timeframe for the installation of the permanent sewer lift station. The completion of the sewer lift station and compliance with this agreement does not authorize occupancy nor does it effect, change, or alter any regulatory or permitting requirements. The Building Official will assess all occupancy requirements separately based on all applicable laws, regulation, and code requirements. 2. Responsibilities. a. Developer's Responsibilities. DCT Hudson is responsible for the design, construction, installation, completion, maintenance, operation, ownership, and removal of the temporary sewer system at the subject location. Developer is responsible for all costs associated with design, construction, installation, and completion of the installation. Developer will be responsible for obtaining the appropriate permits and comply with all permitting requirements prior operation of the temporary sewer system. 3. Design and Construction Standards. Developer will adhere to the requirements of Chapter 35.67 RCW and further guidelines set forth in approved plans for the temporary sewer system, the latest edition of the Criteria for Sewage Works Design (Orange Book), applicable requirements of King County Wastewater Treatment Division City of Auburn Engineering Design and Construction Standards, and the Auburn City Code as well as any other applicable law or regulation. 4. Maintenance and Operation. DCT Hudson is solely responsible for the safe and efficient operation of the temporary sewer system and any supporting equipment. Developer will maintain the temporary sewer system in good condition in accordance with the latest edition of the Criteria for Sewage Works Design (Orange Book), City Engineering Design and Construction Standards, and applicable requirements of King County Wastewater Treatment Division, at its sole cost and expense. Developer will operate the temporary sewer system at the Developers sole cost and expense. Developer will maintain a daily log documenting operation of pump station(start/stop, run time, refuel of generator, checking for and removing rags and debris, etc.) and showing maintenance activities performed on the temporary sewer system; the Developer will make the log available to City personnel for inspection upon request. The Developer will provide the City with an on-call phone number for the City to notify the Developer of issues related to the temporary sewer system the City may become aware of. The Developer will be available to answer the on-call phone number, or respond to a message left at the number within 15 minutes, at all times until the permanent sewer lift station is activated and the temporary sewer system removed. The City will determine and direct the Developer whether immediate field response is needed by the Developer, in which case the Developer will respond in the field at the temporary sewer system within 30 minutes. 2 If the City determines immediate field response is not required to address the issue, the City will determine and inform the Developer of the deadline for responding to and correcting the reported issue. The Developer will reimburse the City for actual labor, benefits, and overhead cost for the City's time and resources spent communicating and coordinating temporary sewer system issues with the Developer. If at any time the Developer does not respond and address temporary sewer system issues within the response time directed by the City, liquidated damages will be paid by the Developer pursuant to Section 9 below. 5. Emergency Repairs. In the event of any damage to the Developer's temporary sewer system or damage to other improvements from a failure of the system, or a failure of Developer to respond pursuant to Section 4 above, the City will have no liability or responsibility to repair the same, but the City reserves the right to commence repair and emergency response work at the City Engineer's Discretion at the sole cost of the Developer, based on the circumstances. The City may, at any time, require the immediate deactivation of the temporary sewer system. Damage or disturbance to the temporary sewer system or surrounding area from a sewer system failure will constitute an emergency and will be repaired immediately by the Developer. If Developer does not timely complete all necessary repairs to the City Engineer's satisfaction, the City reserves all rights to do so at Developer's expense. Developer will provide the City will the ability to conduct such emergency repairs including providing the City with a key to the temporary sewer system enclosure(s) as applicable. 6. Agreement Term. This Agreement will be in effect until the Developer completes construction and startup of the permanent sewer system per approved FAC 17-0013 plans and has deactivated and fully removed the temporary sewer system to the City's satisfaction. If after two (2) calendar months from the Effective Date of this Agreement, which date shall be extended on a day-for-day basis for any delays due to force majeure or other events outside of Developer's reasonable control, the Developer has not(a) completed construction and startup of the permanent sewer system per approved FAC 17-0013 plans; (b) deactivated the temporary sewer system; or(c) fully removed the temporary sewer system to the City's satisfaction, liquidated damages will be assessed daily by the City and owed by the Developer pursuant to Section 9 below. For the purposes of this agreement, delays caused by manufacturers, suppliers, power service providers (other than the City), Developer's contractors and subcontractors, are not considered to be outside of Developer's reasonable control. If after three (3) months from the Effective Date of this agreement, the Developer has not (a) completed construction and startup of the permanent sewer system per approved FAC 17- 0013 plans; (b) deactivated the temporary sewer system; and(c) fully removed the temporary sewer system to the City's satisfaction, the City may pursue completion of the permanent sewer system and removal of the temporary through a remedies described in agreement FAC 17-0013. In such case, the Developer will be responsible for all liquidated damages, in addition to any costs for the City to complete the permanent sewer system and remove the temporary sewer system. 3 7. Indemnification. The Developer shall defend, indemnify, and hold the City, its officers, officials, employees, and volunteers harmless from any and all claims, injuries, damages, losses, or suits including attorney fees, to the extent arising out of or in connection with activities or operations performed by the Developer or on the Developer's behalf except those damages caused by the negligence of the City (including any errors in the City's Requirements). If a court of competent jurisdiction determines that RCW 4.24.115 applies to this Agreement, then the Developer agrees to defend, indemnify, and hold the City, its officers, officials, employees, and volunteers harmless to the maximum extent permitted. It is further specifically and expressly understood that the indemnification provided herein constitutes the Contractor's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. 8. Insurance. The Developer shall procure and maintain, (or cause to be procured and maintained) for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with operations or activities performed by or on the Developer's behalf, which may be provided as part of Developer's global insurance program. The Developer's maintenance of insurance as required shall not be construed to limit the liability of the Developer to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. The Commercial General Liability insurance policy or policies referred to herein are to contain, or be endorsed to contain that they shall provide primary insurance and name the City as an additional insured. Any insurance, self-insurance, or self-insured pool coverage maintained by the City shall be excess of the Developer's insurance and shall not contribute with it. If the Developer maintains higher insurance limits than the minimums shown above, the City shall be insured for the full available limits of Commercial General and Excess or Umbrella liability maintained by the Developer, irrespective of whether such limits maintained by the Developer are greater than those required or whether any certificate of insurance furnished to the City evidences limits of liability lower than those maintained by the Developer. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A: VII. The Developer shall furnish the City with original certificates evidencing the amendatory endorsements, including the additional insured endorsement, evidencing the insurance requirements of the Developer before constructing or installing the temporary sewer system. The Developer shall provide the City with written notice of any policy cancellation, within two business days of their receipt of such notice. Failure on the part of the Developer to maintain the insurance as required shall constitute a material breach of the Agreement, upon which the City may, after giving five business days' notice to the Developer to correct the breach, immediately terminate the Agreement. 4 The Developer shall obtain insurance of the types and coverage described below: a. Commercial General Liability insurance shall be at least as broad as Insurance Services Office (ISO) occurrence form CG 00 01 and shall cover liability arising from operations, products-completed operations and stop gap liability. There shall be no exclusion for liability arising from explosion, collapse, or underground property damage. The City shall be named as an additional insured under the Developer's Commercial General Liability insurance policy using ISO Additional Insured-State or Political Subdivisions-Permits CG 20 12 or a substitute endorsement providing at least as broad coverage. Commercial General Liability insurance shall be written with limits no less than $5,000,000 each occurrence, $5,000,000 general aggregate and a $5,000,000 products- completed operations aggregate limit. b. Automobile Liability insurance covering all owned, non-owned, hired and leased vehicles. Coverage shall be at least as broad as Insurance Services Office (ISO) form CA 00 01. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of$1,000,000 per accident. c. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. d. Professional Liability insurance which shall be written with limits no less than $1,000,000 per claim and $1,000,000 policy aggregate limit e. Pollution Liability policy providing coverage for claims involving bodily injury, property damage (including loss of use of tangible property that has not been physically injured), cleanup costs, remediation, disposal or other handling of pollutants, including costs and expenses incurred in the investigation, defense, or settlement of claims, arising out of any one or more of the following: • Developer's operations related to the temporary sewer system. • Transportation of hazardous materials, including sewer effluent/waste away from the project site. • Minimum limits:$1,000,000 each loss and $2,000,000 annual aggregate 9. Liquidated Damages. Liquidated damages will be paid by DCT Hudson as follows: a. $1000.00 per occurrence for each day that the Developer does not address and correct issues with the temporary sewer system pursuant to Sections 4-6. b. $1000 per occurrence that the Developer fails to timely answer and provide a field response as required in Section 4. c. $1000.00 per day for each day beyond two (2) calendar months from the Effective Date of this Agreement, which date shall be extended on a day-for-day basis for any delays due to force majeure or other events outside of Developer's reasonable control, that the Developer has not (1) completed construction and startup of the permanent sewer system per approved FAC 17-0013 plans; (2) deactivated the temporary sewer system; or (3) fully removed the temporary sewer system to the City's satisfaction. 5 10. Default and Termination. If the Developer fails to comply with any of the provisions of this Agreement, the City will provide Developer with written notice to cure the breach within 30 days of notification. If the City, determines the breach cannot be cured within 30 days or the breach is not cured within 30 days, the City may specify a longer cure period, and condition the extension of time on Developer's submittal of a plan to cure the breach within the specified period, commencement of work within the original thirty day cure period, and diligent prosecution of the work to completion. 11. Governing Law. This agreement shall be governed and construed in accordance with the laws of the State of Washington. If any dispute arises between the cities under any of the provisions of this agreement, resolution of that dispute shall be available only through the jurisdiction, venue, and rules of the King County Superior Court, King County, Washington. 12. No Modifications.No waiver, alteration, or modification of any of the provisions of this agreement shall be binding unless in writing and signed by a duly authorized representative of the City. 13. Severability. If any one or more sections, subsections or sentences of this agreement are held to be unconstitutional or invalid, that decision shall not affect the validity of the remaining portions of this agreement and the remainder shall remain in full force and effect. 14. Conflict of Terms. In the event of any conflict between the terms of this Agreement, Exhibit A to Amendment# 2 to the Developer Facility Extension Agreement and Associated Permits for FAC 17-0013 Hudson Distribution Center Sewer system and Sewer Lift Station, and the FAC 17-0013 Hudson Distribution Center Sewer system and Sewer Lift Station ("Original Agreement"), the Original Agreement will govern. 6 Developer: City of Auburn: DCT HUDSON DISTRIBUTION CENTER LLC, a Delaware limited liability company By: 9 `' • ► • Print Na e �... `. By:Authorized Person Its: in• fnama titi@.-of Prologis, Inc., a Maryland /corporation ` (�►^ aeoct5k-Ni � ?res4eAt Attes ftrotr ditt C)1/14104140V1L Shawn Cam p � tY bell i CA I Approve i, o- .rm: Steve Gross, City Atto y 7 EXHIBIT A AGREEMENT BETWEEN DCT HUDSON AND THE CITY OF AUBURN REGARDING THE CONSTRUCTION, INSTALLATION, OPERATION, MAINTENANCE,AND REPAIR OF A TEMPORARY TRAFFIC SIGNAL AT WEST VALLEY HIGHWAY N. AND S. 287TH STREET IN AUBURN,WASHINGTON ' THIS AGREEMENT is entered into between DCT Hudson Distribution Center LLC ("DCT Hudson" or"Developer") a Delaware limited liability corppany, and the City of Auburn ("the City"), a Washington Municipal Corporation, on this Z-2-1 day of April, 2019 ("Effective Date"). RECITALS 1. DCT Hudson has commenced construction of its project, which requires a permanent traffic signal to be constructed for off-site mitigation to be located at West Valley Highway N. and S. 287th Street in Auburn, Washington ("the subject location"). 2. The City's building official has determined that the SEPA and applicable mitigation conditions associated with the project require the Developer to install a permanent traffic signal prior to authorizing occupancy at the commercial location, consistent with FAC17-0013 and building permit BLD 17-0174. 3. DCT Hudson has informed the City that materials required for the construction of the permanent traffic signal are not available at this time and therefore has requested City authorization to install a temporary traffic signal to satisfy the signalization component required for temporary occupancy at the commercial location in order to avoid any delays related to the traffic signal. 4. The City's building official has determined that, amongst other conditions, installation of a temporary traffic signal would be required prior to authorizing temporary occupancy and operations at the commercial location to mitigate commercial vehicle impacts associated with the project. 5. DCT Hudson will maintain ownership, operation, and repair responsibilities for the temporary traffic signal for the duration of the Agreement. 6. Within a reasonable time and no later than nine (9) months from the Effective Date of this Agreement, DCT Hudson is required to complete construction of the permanent traffic signal consistent with the approved FAC17-0013 plans. 7. This Agreement does not modify, alter, or change the terms of any permitting or regulatory requirements except as expressly addressed in this Agreement, which shall only apply to the temporary traffic signal. NOW, THEREFORE, the parties agree as follows: 1 AGREEMENT 1. Scope of Agreement. This Agreement does not effect, change, or alter the terms or requirements of the approved FAC 17-0013 plans other than the limited modification to the required timeframe for the installation of the permanent traffic signal. The completion of the temporary traffic signal and compliance with this agreement does not authorize occupancy nor does it effect, change, or alter any regulatory or permitting requirements. The Building Official will assess all occupancy requirements separately based on all applicable laws, regulation, and code requirements. • 2. Responsibilities. a. Developer's Responsibilities. DCT Hudson is responsible for the design, construction, installation, completion, maintenance, operation, ownership, and removal of the temporary traffic signal at the subject location. Developer is responsible for all costs associated with design, construction, installation, and completion of the installation. Developer will be responsible for obtaining the appropriate permits and comply with all permitting requirements prior to accessing the right-of-way. b. City's Responsibilities. The City will provide the Developer with a non-exclusive right to construct and install the temporary traffic signal in the public right-of-way under the terms of this Agreement. 3. Design and Construction Standards. Developer will adhere to the guidelines set forth in the current edition of the Manual on Uniform Traffic Control Devices, the Washington State Manual on Uniform Traffic Control, the Washington State Department of Transportation (WSDOT) 2018 standard plans and specifications, City of Auburn Engineering Design and Construction Standards, Chapter 47.36 RCW, and the Auburn City Code as well as any other applicable law or regulation. 4. Maintenance and Operation. DCT Hudson is solely responsible for the safe and efficient operation of the temporary traffic signal and any supporting equipment. Developer will maintain the temporary traffic signal in good condition in accordance with the City's standard maintenance requirements, at its sole cost and expense. Developer will operate the signal per approved phasing and timing plans and as directed by City traffic signal management staff, at the Developers sole cost and expense (the "City Requirements"). The Developer will provide the City with an on-call phone number for the City to notify the Developer of issues related to the temporary traffic signal the City may become aware of. The Developer will be available to answer the on-call phone number, or respond to a message left at the number within 15 minutes, at all times until the permanent signal is activated and the temporary signal removed. The City will determine and direct the Developer whether immediate field response is needed by the Developer, in which case the Developer will respond in the field at the temporary signal within 30 minutes. If the City determines immediate field response is not required to address the issue, the City will determine and inform the Developer of the deadline for responding to and correcting the reported issue. The Developer will reimburse the City for actual labor, benefits, and overhead cost for the City's time and resources spent communicating and coordinating temporary signal issues with the Developer. If at any time the Developer does not respond and 2 address temporary signal issues within the response time directed by the City, liquidated damages will be paid by the Developer pursuant to Section 9 below. 5. Emergency Repairs. In the event of any damage to the Developer's temporary traffic signal, or a failure of Developer to respond pursuant to Section 4 above, the City will have no liability or responsibility to repair the same, but the City reserves the right to commence repair and emergency response work at the City Engineer's Discretion at the sole cost of the Developer, based on the circumstances. The City may, at any time, require the immediate deactivation of the temporary traffic signal. Damage or disturbance to the temporary traffic signal will constitute an emergency and will be repaired immediately by the Developer. If Developer does not timely complete all necessary repairs to the City Engineer's satisfaction, the City reserves all rights to do so at Developer's expense. Developer will provide the City will the ability to conduct such emergency repairs including providing the City with a key to the temporary traffic signal cabinet. 6. Agreement Term. This Agreement will be in effect until the Developer completes construction and startup of the permanent traffic signal system per approved FAC 17-0013 plans and has deactivated and fully removed the temporary traffic signal to the City's satisfaction. If after six (6) calendar months from the Effective Date of this Agreement, which date shall be extended on a day-for-day basis for any delays due to force majeure or other events outside of Developer's reasonable control, the Developer has not (a) completed construction and startup of the permanent traffic signal system per approved FAC 17-0013 plans; (b) deactivated the temporary traffic signal; or (c) fully removed the temporary traffic signal to the City's satisfaction, liquidated damages will be assessed daily by the City and owed by the Developer pursuant to Section 9 below. For the purposes of this agreement, delays caused by manufacturers, suppliers, power service providers (other than the City), Developer's contractors and subcontractors, are not considered to be outside of Developer's reasonable control. If after nine (9) months from the Effective Date of this agreement, the Developer has not (a) completed construction and startup of the permanent traffic signal system per approved FAC 17-0013 plans; (b) deactivated the temporary traffic signal; or (c) fully removed the temporary traffic signal to the City's satisfaction, the City may pursue completion of the permanent traffic signal and removal of the temporary through a remedies described in agreement FAC 17-0013. In such case, the Developer will be responsible for all liquidated damages, in addition to any costs for the City to complete the permanent traffic signal and remove the temporary traffic signal. 7. Indemnification. The Developer shall defend, indemnify, and hold the City, its officers, officials, employees, and volunteers harmless from any and all claims, injuries, damages, losses, or suits including attorney fees, to the extent arising out of or in connection with activities or operations performed by the Developer or on the Developer's behalf except those damages caused by the negligence of the City (including any errors in the City's Requirements). If a court of competent jurisdiction determines that RCW 4.24.115 applies to this Agreement, then the Developer agrees to defend, indemnify, and hold the City, its officers, officials, employees, and volunteers harmless to the maximum extent permitted. It is further specifically and expressly understood that the indemnification provided herein constitutes the Contractor's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this 3 section shall survive the expiration or termination of this Agreement. S. Insurance. The Developer shall procure and maintain, (or cause to be procured and maintained) for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with operations or activities performed by or on the Developer's behalf, which may be provided as part of Developer's global insurance program. The Developer's maintenance of insurance as required shall not be construed to limit the liability of the Developer to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. The Commercial General Liability insurance policy or policies referred to herein are to contain, or be endorsed to contain that they shall provide primary insurance and name the City as an additional insured. Any insurance, self-insurance, or self-insured pool coverage maintained by the City shall be excess of the Developer's insurance and shall not contribute with it. If the Developer maintains higher insurance limits than the minimums shown above, the City shall be insured for the full available limits of Commercial General and Excess or Umbrella liability maintained by the Developer, irrespective of whether such limits maintained by the Developer are greater than those required or whether any certificate of insurance furnished to the City evidences limits of liability lower than those maintained by the Developer. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A: VII. The Developer shall furnish the City with original certificates evidencing the amendatory endorsements, including the additional insured endorsement, evidencing the insurance requirements of the Developer before constructing or installing the temporary traffic signal in the public right-of-way. The Developer shall provide the City with written notice of any policy cancellation, within two business days of their receipt of such notice. Failure on the part of the Developer to maintain the insurance as required shall constitute a material breach of the Agreement, upon which the City may, after giving five business days' notice to the Developer to correct the breach, immediately terminate the Agreement. The Developer shall obtain insurance of the types and coverage described below: a. Commercial General Liability insurance shall be at least as broad as Insurance Services Office (ISO) occurrence form CG 00 01 and shall cover liability arising from operations, products-completed operations and stop gap liability. There shall be no exclusion for liability arising from explosion, collapse, or underground property damage. The City shall be named as an additional insured under the Developer's Commercial General Liability insurance policy using ISO Additional Insured-State or Political Subdivisions-Permits CG 20 12 or a substitute endorsement providing at least as broad coverage. Commercial General Liability insurance shall be written with limits no less than $5,000,000 each occurrence, $5,000,000 general aggregate and a $5,000,000 products- completed operations aggregate limit. b. Automobile Liability insurance covering all owned, non-owned, hired and leased vehicles. Coverage shall be at least as broad as Insurance Services Office (ISO) form CA 00 01. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of$1,000,000 per accident. 4 c. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. d. Professional Liability insurance which shall be written with limits no less than $1,000,000 per claim and $1,000,000 policy aggregate limit 9. Liquidated Damage's. Liquidated damages will be paid by DCT Hudson as follows: a. $1000.00 per occurrence for each day that the Developer does not address and correct issues with the temporary traffic signal pursuant to Sections 4-6. b. $1000 per occurrence that the Developer fails to timely answer and provide a field respond as required in Section 4. c. $1000.00 per day for each day beyond six (6) calendar months from the Effective Date of this Agreement, which date shall be extended on a day-for-day basis for any delays due to force majeure or other events outside of Developer's reasonable control, that the Developer has not (1) completed construction and startup of the permanent traffic signal system per approved FAC 17-0013 plans; (2) deactivated the temporary traffic signal; or(3) fully removed the temporary traffic signal to the City's satisfaction. 10. Default and Termination. If the Developer fails to comply with any of the provisions of this Agreement, the City will provide Developer with written notice to cure the breach within 30 days of notification. If the City, determines the breach cannot be cured within 30 days or the breach is not cured within 30 days, the City may specify a longer cure period, and condition the extension of time on Developer's submittal of a plan to cure the breach within the specified period, commencement of work within the original thirty day cure period, and diligent prosecution of the work to completion. 11. Governing Law. This agreement shall be governed and construed in accordance with the laws of the State of Washington. If any dispute arises between the cities under any of the provisions of this agreement, resolution of that dispute shall be available only through the jurisdiction, venue, and rules of the King County Superior Court, King County, Washington. 12. No Modifications. No waiver, alteration, or modification of any of the provisions of this agreement shall be binding unless in writing and signed by a duly authorized representative of the City. 13. Severability. If any one or more sections, subsections or sentences of this agreement are held to be unconstitutional or invalid, that decision shall not affect the validity of the remaining portions of this agreement and the remainder shall remain in full force and effect. 14. Conflict of Terms. In the event of any conflict between the terms of this Agreement, Exhibit A to Amendment# 1 to the Developer Facility Extension Agreement and Associated Permits for FAC17-0013 Hudson Distribution Center Traffic Signal and Sewer Lift Station, and the FAC17-0013 Hudson Distribution Center Traffic Signal and Sewer Lift Station ("Original Agreement"), the Original Agreement will govern. 5 Developer: City of Auburn: DCT HUDSON DISTRIBUTION CENTER LLC, a Delaware limited liability company By: Print a e: a11�� �� By:Authorized Person Its: mar 3-'1\ [name, title] of Prologis, Inc., a Maryland �a2 corporation /\) Attest: Shawn Campbell, City Clerk Appr e4,1/4-, .s to form: Steve Gross, City Attorney 6 AMENDMENT #1 TO THE DEVELOPER FACILITY EXTENSION AGREEMENT AND ASSOCIATED PERMITS FOR FAC17-0013 HUDSON DISTRIBUTION CENTER TRAFFIC SIGNAL AND SEWER LIFT STATION This Amendment #1 to the Agreement FAC17-0013 is made and entered into this as day of 1-p Q 1 , 2019, by and between the CITY OF AUBURN, a municipal corporation of the State of Washington ("City"), and DCT INDUSTRIAL OPERATING LLC ("Developer"). Recitals: 1. The parties entered into the Original Agreement for Developer Public Facility Extension Facility Extension Number: FAC17-0013 on November 26, 2018. 2. The parties have determined that Agreement FAC17-0013 required an amendment because the Developer has informed the City that it cannot timely meet the requirement to install a permanent traffic signal. 3. Because the materials required for the construction of the permanent traffic signal are not available at this time, the City has reviewed the plans to install a temporary traffic signal and has approved of such plans subject to the Temporary Traffic Signal Agreement. Agreement: In consideration of the mutual promises contained in this Amendment, the parties agree to amend the Facility Extension Summary and Sections I, II, and VIII of the Original Agreement to add the following additional language: A. Amendment to Facility Extension Summary. The Facility Extension Summary is amended to include a temporary traffic signal in advance of the 1 — traffic signal that will be permanently installed. B. Amendment to Section I. EXTENSION FEE The extension fee is currently estimated to be $31 ,657.70 inclusive of the additional $5,360.00 added to the extension fee for the plan review, document preparation, and inspection support associated with the temporary traffic signal. The Developer shall pay forty percent (40%) of this extension fee ($10,519.08) before the City will continue the detailed plan review. The remaining sixty percent (60%) of the extension fee ($15,77$:62) an ahy fee adjustment, shall be paid upon approval of the construction drawings arid.prior to the start of construction. C. Amendment to Section H. CONSTRUCTION DRAWINGS Terms associated with the operation and maintenance of the temporary traffic signal are incorporated as Exhibit A, attached to this Amendment. D. Amendment to Section VIII. CONSTRUCTION Execute a separate Agreement for the Temporary Traffic Signal, Exhibit A attached. E. REMAINING TERMS UNCHANGED All other provisions of the Original Agreement between the parties June 3-7. for FAC17-0013 shall remain unchanged, and in full force and effect. SIGNATORY— CITY OF AUBURN � nA`i J DATED this �/f/A/. day of ; a 7/// - , ., 2019. /,"?4-.9.7., Wetly- JacobSw eting, Assist. Director Engineering / City Engineer STATE OF WASHINGTON) )ss. COUNTY OF KING ) • I certify that I know or have satisfactory evidence that Jacob Sweeting, to me known as the Assist. Director Engineering/City Engineer representing the City of Auburn's Public Works Department, who acknowledged that-he signed this:instrument and acknowledged it to be his free and voluntary act for the uses and purposes mentioned in this instrument. Dated: ,. ,,t ,9?,/. / �ttki ,64kats-./ ---- 1 L. G `�.1,• / , 1, 1,411P , , j.: ,, ,,oss,„,, 114 0 *-- i fAndatia e 4,01:40+1,,-ii��I, .tary.Pub_li.c and for. t St t- if W 0 _ y "� - residing at i to (.46e-y - v �% 7 "euc __ My appointment expires . 1/ ('Cf 019 ,,,7•79� -i9.���0 � //1//i �wAS H\N'- ' SIGNATORY - DCT INDUSTRIAL OPERATING LLC DATED this 15 day of A\X , 2019. DCT Industrial Operating LLC, a Delaware limited liability company By: DCT Industrial Operating Partnership LP, a Delaware limited partnership, its Sole member By: DCT Industrial Trust Inc., a Maryland Corporation, its General Partner By: ---3'\/‘-` Name: ISer,' er)i r\ 8rc ky Title: V;(f- ln.s I cent STATE OF WASHINGTON) ss COUNTY OF KING ) I certify I have known or have satisfactory evidence that .ge' (ate; ProtI Gare the person(s) who appeared before me, and said erson(s) ac>Snowledged that / ca/she/they signed this instrument on oath stated that�she/they&la ere authorized to execute the instrument and acknowledge as the V c,_VrQc; of DCT INDUSTRIAL OPERATING, LLC, a limited liability company, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: III ig` �\\�,� `` EY NES 4;•((°4 SON E rA'1„44/// :. o/AR,. '� % % Not ry Public in and fb the She of WA "0 172426 N Z residing atF..�cL . tat wA N , uev _=moo _ My appointment expires x. 01\\W oaks'x, • z..,rF• .. 4•.� • • 0.1 "0, rlau`z fl) + Al `.