HomeMy WebLinkAboutDCT Hudson Construction, Installation, Operation, Maintenance and Repair of Temp Traffic Signal - West Valley Highway N. & S. 287th 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-Zila 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 FAC 17-0013 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 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 traffic signal.
NOW, THEREFORE, the parties agree as follows:
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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
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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
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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 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.
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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 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 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 FAC 17-0013 Hudson Distribution Center Traffic Signal and Sewer Lift Station, and
the FAC 17-0013 Hudson Distribution Center Traffic Signal and Sewer Lift Station ("Original
Agreement"), the Original Agreement will govern.
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Developer: City of Auburn:
DCT HUDSON DISTRIBUTION CENTER
LLC, a Delaware limited liability company By: •
Print a e: Q,110y ' 0,4
By:Authorized Person Its: 0,1Q r
[name, title] of Prologis, Inc., a Maryland
corporation
sed••-yl.(71 Zral5‘es� ;cc � ► S
Attest:
Shawn Campbell, City Clerk
Appr s to form:
Steve Gross, City Attorney
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