Loading...
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 1 of 5 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 2 of 5 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 3 of 5 November 7, 2007 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: 4 of 5 November 7, 2007 r~ i q Dan elle E. Daskam, City Clerk Approved as to Form: Daniel B. Heid, City Attorney 5 of 5 November 7, 2007