HomeMy WebLinkAboutAMB Property LP~~. ~~ . ~
HOLD HARMLESS AGREEMENT
FOR CONSTRUCTION OF IMPROVEMENTS BY AND BETWEEN
THE CITY OF AUBURN AND AMB PROPERTY, LP
THIS HOLD HARMLESS AGREEMENT, hereinafter also referred to as the
"Agreement," is entered into effective on the ~ day of r~br~w-4t~- , 2007, by and
between the City of Auburn, hereinafter referred to as the "City," and AMB Property LP,
a Delaware limited partnership, hereinafter referred to as the "Applicant," in connection
with the real property described herein, for the purposes and on the terms and
conditions set forth herein.
WHEREAS, the Applicant owns or controls certain real property located in the
City of Auburn; and
WHEREAS, the Applicant has received approval from the City for construction of
subgrade and parking lot work at 2202 Perimeter Road ("AMB Project"); and,
WHEREAS, that previous approval provides for a completed parking lot facility at
the AMB Project; and,
WHEREAS, the Applicant wishes to excavate fill material from a portion of the
area where future railroad siding may be located that is part of the AMB Project;
WHEREAS, that fill material is to be excavated and used for the construction and
completion of an on-site parking- area, all to be done prior to completion of the SEPA
review of the entire railroad siding;
WHEREAS, excavation of fill material would also allow for certain limited
Railroad Siding improvements, specifically, allowing for the construction of rail subgrade
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November 7, 2007
only for only a portion of the area anticipated to be used as rail siding,
NOW THEREFORE, for good and sufficient consideration and the mutual
promises and covenants contained in this Agreement, the Applicant and the City agree
as follows:
1. Description of Property. The real property ("Property") which is the subject of
this Agreement is located at 2202 Perimeter Road, Auburn, Washington, and is
more particularly described in Exhibit "A," attached hereto and incorporated by
reference.
2. Description of Improvements. That portion of the AMB railroad siding area to
be excavated and constructed as subgrade ("Limited Railroad Improvements")
pursuant to this Agreement is as described in Exhibit "A."
3. Warranty of Applicant's Authority. The Applicant hereby warrants to the City
that the Applicant is authorized to negotiate and execute this Agreement and to
so bind the Property and all fee owners. The Applicant further warrants that the
Applicant shall comply with all applicable federal, state and local codes and
regulations related to any and all action involved herewith.
4. No Subsequent City Approvals Implied. The Applicant understands and
agrees that the Applicant is proceeding at its own risk in excavation and
construction of the Limited Railroad Improvements, and that neither the City's
approval of the Limited Railroad Improvements, nor the Applicant's construction
of the Limited Railroad Improvements, implies or guarantees any specific result
of the City's SEPA review of the railroad siding or that the City shall issue any
future permits or approvals for the Property or the AMB Project. Any need to
remove, relocate and/or reconstruct any portion of the Limited Railroad
Improvements because of a subsequent permit decision or other approval shall
be solely the responsibility of the Applicant.
5. Hold Harmless and Indemnification. The Applicant hereby agrees to protect,
defend, indemnify and hold harmless the City of Auburn and its elected and
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November 7, 2007
appointed officials, agents, and employees from and against any and all
damages, losses, penalties, settlements, costs, charges, attorney fees, or other
expenses or liabilities of any kind, whether brought by the Applicant or a third
party, and whether direct or indirect, in connection with, or as a result of, the
City's approval of construction of the Limited Railroad Improvements and any
City actions related to development activities consistent with approval of the
Limited Railroad Improvements, including claims based on any project delay
allegedly relating to the City's review of any application for a permit for the
Limited Railroad Improvements.
6. Insurance. The Applicant shall be responsible for maintaining, during the term
of this Agreement and at its sole cost and expense, the types of insurance
coverages and in the amounts described below. The Applicant shall furnish
evidence, satisfactory to the City, of all such policies. During the term hereof, the
Applicant shall take out and maintain in full force and effect the following
insurance policies:
a. Commercial General Liability insurance, insuring the City (as an additional
insured) and the Applicant against loss or damages arising from premises,
operations, independent contractors and personal injury and advertising
injury. The City shall be named as an additional insured under the
Applicant's Commercial General Liability insurance policy with respect to the
work performed pursuant to this Agreement, with minimum liability limits of
$1,000,000.00 combined single limit for personal injury, death or property
damage in any one occurrence.
b. Such workmen's compensation and other similar insurance as may be
required by law.
c. INTENTIONALLY DELETED.
d. Automobile Liability insurance covering all owned, non-owned, hired and
leased vehicles. Coverage shall be written on Insurance Services Office
(ISO) form CA 00 01 or a substitute form providing equivalent liability
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coverage. If necessary, the policy shall be endorsed to provide contractual
liability coverage.
7. Applicable Law. This Agreement shall be governed by and be interpreted in
accordance with the laws of the City of Auburn and the State of Washington.
8. Binding Effect. This Agreement shall be binding upon and inure to the benefit
of the successors of each party hereto.
9. Modification. This Agreement shall not be modified or amended except in
writing signed by the City and Applicant or their respective successors in interest.
10. Disclosure Upon Transfer. The Applicant agrees that in the event of a
proposed sale, gift, transfer, segregation, assignment or devise of the Property,
the Applicant shall disclose the existence of this Agreement to the interested
party.
11. No Presumption Against Drafter. Both parties to this Agreement have had the
opportunity for this Agreement to be reviewed and revised by legal counsel, and
no presumption or rule that ambiguity shall be construed against the party
drafting the document shall apply to the interpretation or enforcement of this
Agreement.
IN WITNESS WHEREOF, the undersigned have set their hands the day and
date set out next to their signatures.
CI AUBURN A B PROPERTY, LP
By, `_
Peter B. Lewis, Mayor
Attest:
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November 7, 2007
r~
i q
Dan elle E. Daskam, City Clerk
Approved as to Form:
Daniel B. Heid, City Attorney
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November 7, 2007