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HomeMy WebLinkAbout23-082 - Prologis et al - Memorandum of Understanding: Emerald Gateway ProjectReference: 23-082 Council Approval N/A EXTENSION OF MEMORANDUM OF UNDERSTANDING Emerald Gateway (Seattle/Tukwila/Prologis) This Extension of Memorandum of Understanding is by and between the City of Seattle, Washington, a first-class city and municipal corporation of the State of Washington organized under the laws of the state of Washington ("Seattle"); the City of Tukwila, a non -charter optional municipal code city and municipal corporation organized under the laws of the state of Washington ("Tukwila"); and Prologis-Exchange 3301 South Norfolk LLC a Delaware limited liability company ("Prologis"), collectively referred to herein as the "Parties." The Parties entered into that certain Memorandum of Understanding dated as of August 21, 2018 (the "MOU") regarding the 62.23 -acre property owned by Prologis bounded by Norfolk Avenue to the north. Airport Way South to the east, East Marginal Way South to the west, and Washington State Department of Transportation right-of-way/Boeing Access Road to the south (the "Site"). the Site is located approximately 60 percent in the City of Tukwila and approximately 40 percent in the City of Seattle. The MOU is intended to provide for the coordination of entitlement and permitting issues between these two cities relating to the development of the Site. The term of the MOU is five years and the MOU is scheduled to expire in accordance with its terms on August 21, 2023. The permitting activities associated with development of the Site have not yet concluded, and so the Parties desire to extend the MOU. Section G.1 of the MOU provides the Parties with the opportunity to mutually extend the MOU for two-year periods. The Parties desire to adopt such an extension. Therefore, the Parties agree: 1. Extension. The term of the MOU is hereby extended for two additional years, through August 21, 2025. No Further Modification. Except for the extension of the term, the MOU remains unmodified and in full force and effect. 3. Counter parts. This Agreement may be signed in any number of counterparts, each one being considered an original. Dated as of this 5 day of July, 2023. CITY OF SEATTLE marc Nathan Torgelson Director, Seattle Department of Construction and Inspections Nora a erloff Director, Tukwila Department of Community Development PROLOGIS-EXCHANGE 3301 SOUTH NORFOLK LLC a Delaware limited liability company By: Prologis, L.P., a Delaware limited partnership its sole member By: Prologis, Inc., a Maryland corporation its general partner 23-082 Council Approval N/A MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF SEATTLE, WASHINGTON; THE CITY OF TUKWILA, WASHINGTON; AND PROLOGIS THIS MEMORANDUM OF UNDERSTANDING ("Agreement") is made by and between the City of Seattle, Washington, a first-class city and municipal corporation of the State of Washington organized under the laws of the state of Washington ("Seattle"); the City of Tukwila, a non -charter optional municipal code city and municipal corporation organized under the laws of the state of Washington ("Tukwila"); and Prologis-Exchange 3301 South Norfolk LLC a Delaware limited liability company ("Prologis"), collectively referred to herein as the "Parties." I. RECITALS. WHEREAS, Prologis or an affiliate of Prologis seeks to redevelop a 62.23 -acre site for industrial warehouse use of approximately 1.5 to 1.7 million square feet on a site bounded by Norfolk Avenue to the north, Airport Way South to the east, East Marginal Way South to the west, and Washington State Department of Transportation right-of-way/Boeing Access Road to the south (the "Site"); and WHEREAS, the proposed industrial redevelopment (the "Prologis Emerald Gateway Project") located on the Site is located approximately 60 percent in the City of Tukwila and approximately 40 percent located in the City of Seattle; and WHEREAS, the Prologis Emerald Gateway Project is expected to consist of four separate structures for warehouse -related activities, two structures for office/retail activities, and a multi- story parking structure; and WHEREAS, by necessity, some structures in the Prologis Emerald Gateway Project will straddle the corporate boundaries of Seattle and Tukwila ("Split Buildings") as shown on the Site Plan attached herein as Attachment 1; and WHEREAS, the Parties have held discussions to identify the most efficient method to best assist all parties in the development of the Prologis Emerald Gateway Project by working together to address various issues that include, but are not limited to, plan review, building and other code inspection, permit issuance, and future tenant improvements; and WHEREAS, each of the Parties is authorized to enter into this Agreement and carry out its terms and conditions as provided below. II. AGREEMENT. A. General Processes for Overall Site Improvements and Buildings. MEMORANDUM OF UNDERSTANDING - 1 1. Applicable city code. For buildings and Site improvements located entirely in Seattle or entirely in Tukwila, the municipal code of the city with jurisdiction shall apply. 2. State Environmental Protection Act (SEPA). Tukwila will be the lead agency for SEPA determination per Attachment 2. Both parties agree to respond and provide comments within five weeks of each submittal. 3. Site work. All Site work will occur in two parts. The first part is demolition, mass grading and infrastructure work on-site and in the right-of-way ("ROW") to put the Site as a whole in shape to accommodate construction of buildings on individual lots. The second part is finish Site work occurring within each individual lot that is tied to a building permit. a. Initial mass grading and infrastructure work across the Site. (i) Mass grading, rolling surcharge of future building pads (the movement of surcharge soils from one building pad to another to achieve soils compaction), and construction of electrical, sewer, water and stormwater improvements serving the entire Site will occur as the first part of Site work. Prologis will apply for the necessary permits in Tukwila for Site work located in Tukwila and will also apply for the necessary permits in Seattle for Site work located in Seattle. Permit information submitted to both cities shall include the related work in the other city. (ii) For Site work and work in adjoining ROW located in Tukwila, Prologis will apply for a Public Works permit in Tukwila. Since Seattle City Light is to provide electricity to the entire Site, Prologis will coordinate between Tukwila and Seattle City Light on issues such as clearance of power lines and ROW improvements. Permit information shall include all Project Site work including Site perimeter landscaping and may include street improvements in the ROW. (iii) For work in adjoining ROW located in Seattle, Prologis will apply for: a. Grading, building and stormwater approvals and permits with Department of Construction and Inspections (SDCI); and b. ROW permits with Department of Transportation (SDOT); and c. Electrical service with Seattle City Light (SCL). (iv) Public Works departments from both cities and SDCI shall coordinate Site work inspections. (v) Consistent with this Agreement Section MBA ., SDCI will defer to the City of Tukwila Stormwater Code and the 2016 King County Surface Water Manual requirements for the Prologis Emerald Gateway Project for on-site Stormwater Management/Flow Control BMP's, Water Quality Treatment, and Flow Control with the understanding that Water Quality Treatment will MEMORANDUM OF UNDERSTANDING - 2 be required for both pervious (e.g., landscaping) and impervious (e.g., vehicular pavement) pollution generating surfaces. (vi) Enhanced Basic Water Quality Treatments for the entire Site shall apply rather than requiring Seattle On-site Stormwater Management BMP's. Prologis shall provide an "overall" drainage plan and drainage report that covers the entire Site to Tukwila and Seattle. b. Site work within lots tied to building permits. (i) Grade and fill permits shall be submitted to the city where the associated building permit is filed as the second part of Site work; and (ii) For building permit Site work located in Tukwila, Prologis will apply for a Public Works permit in Tukwila. Since Seattle City Light is to provide electricity to the entire Site, Prologis will coordinate between Tukwila and Seattle City Light on issues concerning electrical service to the building lot and new building construction. Permit information shall include all building lot Site work including landscaping in the parking lot or around buildings; and (iii) For building permit related Site work located in Seattle, Prologis will apply for: a. Grading, building and stormwater approvals and permits with SDCI; and b. ROW permits with SDOT; and c. Electrical service with SCL. (iv) Public Works departments from both cities and SDCI shall coordinate Site work inspections; and (v) SDCI will require the Drainage Plans to be submitted for the Seattle Building Permits, reviewing primarily for Source Control, and will require approval from Tukwila before approving any Building Permits. All portions of the project within the Seattle City limits shall meet the Source Control requirements of the 2016 Seattle Stonnwater Manual; and (vi) Any Sanitary Side Sewer connections within Seattle will require a Sanitary Side Sewer Permit. Sanitary Side Sewer Permits are issued to the Contractor once the Building Permits are approved by SDCI. c. Coordination of stormwater review. Seattle and Tukwila agree to coordinate stormwater plan review. Coordination between the cities will include: MEMORANDUM OF UNDERSTANDING - 3 (i) Agreement on applicable code provision pursuant to II.A.3.a. and II.A.3.b. above; and (ii) Sending coordinated review letters to Prologis; and (iii) Timely response to comments and resubmittals, generally defined as within 8 weeks of receipt for initial plan review comments and best efforts to respond within 3 weeks of receipt for resubmittals in response to correction notices. 4. Boundary line ad'ustments. Prologis will submit Boundary Line Adjustment (BLA) applications to Seattle and to Tukwila for the portion of the Site in each jurisdiction. The BLA application submitted to each city shall include the information regarding the BLA application in the other city as well. If feasible, one BLA approval signed by Seattle and by Tukwila will be executed for recording with the King County Recorder's Office. If not feasible, each individual BLA approval signed by Seattle and Tukwila, respectively, will be executed for concurrent recording with the King County Recorder's Office. BLA's must be recorded prior to issuance of building permits by either city. Prologis may propose, and cities may consider, phasing approval of BLA applications if consistent with a proposal to phase Site or building development. 5. Sign permits. Sign permit applications will be submitted to and issued by the city based on sign location, using the applicable city sign regulations. B. Codes and Processes for S.lit Buildings and Split Sites. For the Split Buildings, the Parties agree that the following terms and conditions shall apply in a manner consistent with foregoing Section II. A: 1. Most restrictive code. The Parties recognize the complexity of designing for and constructing the Split Buildings to comply with both the Seattle Municipal Code ("SMC") and Tukwila Municipal Code ("TMC"). Both the SMC and the TMC, however, provide that a more restrictive code may be applied. When Seattle and Tukwila have differing applicable code provisions, the Parties will use the most restrictive code provision of the two cities, or a standard that is more restrictive than both codes may be used to aid resolution of a code conflict upon approval by both cities, with opportunity for Prologis input prior to a decision to set a more restrictive standard. 2. Permit applications. Prologis will apply for permits in both cities. Seattle applications will be for the portion of the building within Seattle and Tukwila applications will be for the portion of the building in Tukwila. Each City shall be provided information related to the entire Split Building. 3. Plan review. Seattle will perform plan review for the portion of the Split Buildings in Seattle and Tukwila will perform plan review for the portion of the Split Buildings in Tukwila. Prologis will follow each city's plan review processes and pay each city's plan review fees. Because electricity will be provided by SCL for the entire Site, SCL requires the opportunity to MEMORANDUM OF UNDERSTANDING - 4 review plans submitted to both cities for clearance between buildings and overhead high-voltage lines. Clearance per SCL Construction Standard D2-3 is required for the entire Site. 4. Coordination. Seattle and Tukwila agree to coordinate plan review so that complexities resulting from the Split Buildings straddling the two jurisdictions and split Sites will be identified and solutions discussed. Coordination between the cities will include: a. Agreement on applicable code provision: (i) whether Tukwila's or Seattle's code is the most restrictive; or (ii) whether a Prologis proposed provision is more restrictive than both City's codes and will therefore be applied; and b. Sending coordinated review letters to Prologis; and c. Timely response to comments and resubmittals, generally defined as within 8 weeks of receipt for initial plan review comments and best efforts to respond within 3 weeks of receipt for resubmittals in response to correction notices. 5. Inspections. Seattle and Tukwila will each perform inspection services on the portion of Split Buildings within its jurisdiction. Prologis will follow each city's inspection processes and pay each city's fees. Seattle and Tukwila agree to coordinate inspection services for the Split Buildings including sending coordinated and consolidated inspection correspondence. 6. Temporary and final occupancy. a. Prologis may apply for a Temporary Certificate of Occupancy ("TCO") from Seattle while initial grading permits in section II.A.3.a. remain open and active. The TCO application will be reviewed to determine whether the following criteria are satisfied and completed for the TCO site: required parking, accessibility, completion of adjacent ROW frontage improvements, bonding accepted for remaining improvements, fire and life safety issues and improvements, development standards satisfied, and stormwater improvements for the Site are completed. Tukwila and Seattle will coordinate to ensure the code requirements of both cities have been met before Seattle issues a TCO for portions of buildings within their jurisdiction. b. Tukwila will not issue TCOs for Split Buildings, but upon final inspection approval of all construction permits, Tukwila will allow occupancy of the building pending final approval of the initial grading permit in section II.A.3.a. Tukwila will provide documentation to permittee of same. Tukwila and Seattle will coordinate issuance of the Certificate of Occupancy for Split Buildings. MEMORANDUM OF UNDERSTANDING - 5 c. Tukwila and will coordinate to ensure the code requirements of both cities have been met before issuing Final Certificates of Occupancy for portions of buildings within their jurisdiction. 7. Future tenant imerovements. Prologis intends to lease the Split Buildings and the Parties recognize that future tenants will need permitting guidance: a. If a tenant improvement is proposed for the portion of a Split Building that is entirely within one city, the applicant shall submit the permit application to the city with jurisdiction and pay that jurisdiction's fees. The city with jurisdiction shall send the permit application to the other city and request comments be provided from same; and b. If a tenant improvement is proposed that will straddle both jurisdictions, the tenant shall submit the application to Seattle and to Tukwila and the processes and provisions in section II.B.1-B.6 shall apply; and c. Prologis shall inform all tenants of Split Buildings of these provisions in its lease terms. 8. Lead personnel. The following individuals will be the lead for each City and Prologis as review and coordination for the Prologis Emerald Gateway Project proceeds: Seattle Application Facilitation: Brian Newson Building code plan review: Nathalie Boeholt Inspections: Dan Nelson Fire plan review: Rich Richardson Seattle City Light review: Ray Ramos Stormwater/Side Sewer review: Matthew Bateman Right-of-way review: Sean Robertson Tukwila Building code plan review: Allen Johannessen, Plans Examiner Inspections: Building: TBD. Electrical: Jim Benner, Sr. Electrical Inspector Fire plan review: Al Metzler Utilities plan review: David McPherson (in coordination with SCL) Prologis Permits: Ken Sun, VP Development Manager, Prologis Inspections: Ken Sun, VP Development Manager, Prologis Utilities plan review: Dan Balmelli, PE, Barghausen ROW: Dan Balmelli, PE, Barghausen MEMORANDUM OF UNDERSTANDING - 6 6418755.2 If a change in lead is needed, the affected Party will provide the change in writing to the other parties. The leads shall coordinate the issuance of all permits. 9. Identification of split building boundaries. Architectural drawings shall clearly depict the location of the jurisdictional (Seattle/Tukwila) boundaries. The General Contractor will utilize these plans to establish and maintain identification of the jurisdictional boundaries in the field during construction for inspection clarity and documentation. C. Distribution of Construction -Related Local Fees and Taxes. 1. Submittal to State of Washington. In determining the amount of local sales taxes to be paid on construction -related activities at the Site, the contractor hired by Prologis shall submit to the Washington State Department of Revenue the amount of local sales and/or use taxes to Seattle and Tukwila based on: (i) the percentage of the Split Building square footage that is located within the respective jurisdiction, regardless of where the actual improvements take place; and (ii) the percentage of the cost of Site improvements (e.g., streets, utilities, paving, improvements, etc.) that support the buildings on the Site based on the percentage of the lot located within the respective jurisdiction, regardless of where the actual Site improvement takes place. 2. Submittal to cities. Documentation of Site work construction costs shall be submitted to Seattle and Tukwila prior to final signoff of the Public Works permit to be issued by Tukwila and Site work permits issued by Seattle. Documentation of construction sales tax payments for all Split Buildings shall be submitted to Seattle and Tukwila prior to issuance of Certificates of Occupancy of Split Buildings. D. Impact Fees and Other Business -Related Fees. 1. Tukwila business license fee. For Split Buildings, the calculation of the Business License fee to be paid to Tukwila shall be based upon the total number of employees (full-time and part-time) in the building, multiplied by the percentage of the building located in Tukwila. For example, if the entire building has 100 full-time employees and 60 percent of the building is in Tukwila, the Business License fee will be based on 60 employees. If there are 100 employees, 50 of whom are part-time and 50 of whom are full-time, and 60 percent of the building is in Tukwila, the Business License fee will be based on 30 part-time and 30 full-time employees. Prologis shall inform all tenants of Split Buildings of these provisions in its lease terms. 2. Tukwila impact fees. Tukwila has adopted fire impact fees, traffic impact fees, and parks impact fees. Prologis will pay the applicable impact fees for the portion of the Prologis Emerald Gateway Project that is within Tukwila city limits. Additional fees may be assessed as part of SEPA process to mitigate for probable significant adverse impacts on Tukwila's fire response system for which payment is due on an individual building basis prior to Tukwila's approval of a final Certificate of Occupancy. E. SEPA Consultant Fees. Prologis agrees to reimburse Tukwila for fees charged by an independent contractor for environmental review and coordination under SEPA. These fees are MEMORANDUM OF UNDERSTANDING - 7 not to exceed $25,000 without an amendment to this Agreement. Tukwila will submit the environmental consultant's invoices and contract to Prologis for payment. F. Labor Standards. The Site is located within two cities with different labor standards. This may cause, or be perceived to cause, inequities for employees on the Site, especially employees who work in Split Buildings. To resolve any equity issues, Prologis agrees to require as a term of lease agreements for all Prologis Emerald Gateway Project premises located in Tukwila that tenants are to follow Seattle's labor standards found in the following SMC sections and future amendments to same: 1. Minimum Wage (SMC 14.19). 2. Wage Theft (SMC 14.20). 3. Paid Sick and Safe Time (SMC 14.16). 4. Fair Chance Employment (SMC 14.17). 5. Secure Scheduling (SMC 14.22). 6. Any Seattle labor standard affecting employers and employees at the Site that may be enacted in the future. Prologis and Tukwila will execute and record Attachment 3 memorializing the labor standards agreement as affecting all lots located wholly or partly in Tukwila. Recording shall be done prior to issuance of any permits by Tukwila. G. General Terms. 1. Duration. In general, the duration of this Agreement shall be for a period of five (5) years, with the option to mutually extend for two-year periods. The following sections shall survive termination and the general duration of this Agreement: a. Section II.A.5, sign permits; and b. Section II.B.7, future tenant improvements; and c. Section II.F, labor standards; which shall be recorded against the Site unless amended by Tukwila and the Site Owner; and d. Section II.D.1, Tukwila Business License Fee, shall continue until Tukwila amends or rescinds current procedures for License Fee calculation. 2. Termination. MEMORANDUM OF UNDERSTANDING - 8 a. Termination without cause. Either Party may terminate this Agreement at any time without cause by providing at least a ninety (90) days' advance written notice of termination in writing to the other parties. Any termination without cause shall not be effective until a date at least ninety (90) days after the written notice of termination is delivered to the other Party; and b. Termination for cause. In the event either Party fails to adequately and satisfactorily comply with all terms and requirements of this Agreement, another Party, at its option, may terminate this Agreement upon providing 30 days prior written notice and upon completing the dispute resolution process in this Agreement Section G.3 if there is a dispute regarding compliance. The failure of the election of a Party not to terminate this Agreement in the event of one or more breaches or defaults shall not constitute a waiver of the right to terminate this Agreement in the event of future or additional breach or default. 3. Dispute resolution. a. Any disputes or questions interpretation of this Agreement that may arise between the Party's shall be governed under the Dispute Resolution provisions in this section. The Parties agree that cooperation and communication are essential to resolving issues efficiently. The Parties agree to exercise their best efforts to resolve any disputes that may arise through this dispute resolution process; and b. The parties agree to use their best efforts to prevent and resolve potential sources of conflict at the lowest level; and c. The Parties agree to engage in the following dispute escalation process should any such disputes arise: (i) Level One. The relevant lead representatives from each Party identified in II.A.8 shall meet to discuss and attempt to resolve the dispute in a timely manner. The lead representatives may seek assistance from their supervisors at this first stage of dispute resolution. If they cannot resolve the dispute within fourteen (14) calendar days after referral of that dispute to Level One, any Party may refer the dispute to Level Two. (ii) Level Two. Seattle's SDCI Director, Tukwila's Department of Community Development Director and/or Public Works Director, and Prologis' Development Manager shall meet to discuss and attempt to resolve the dispute, in a timely manner. If they cannot resolve the dispute within fourteen (14) calendar days after referral of that dispute to Level Two, either Party may refer the dispute to Level Three. (iii) Level Three. The Seattle Deputy Mayor of Operations or designee, Tukwila's City Administrator or designee, and Prologis' Investment Officer MEMORANDUM OF UNDERSTANDING - 9 or designee shall meet to discuss and attempt to resolve the dispute in a timely manner. d. Except as otherwise specified in this Agreement, in the event the dispute is not resolved at Level Three within fourteen (14) calendar days after referral of that dispute to Level Three, the Parties are free to file suit or agree to alternative dispute resolution methods such as mediation or arbitration. At all times prior to resolution of the dispute, the Parties shall continue to perform and make any required payments under this Agreement in the same manner and under the same terms as existed prior to the dispute. 4. Relationship of parties. The Parties to this Agreement are independent and nothing in this Agreement is intended to create a partnership, joint venture or other entity. 5. No third -party beneficiaries. This Agreement is solely for the benefit of the Parties hereto, and no third -party shall be entitled to claim or enforce any rights hereunder except as specifically provided herein. 6. Severability. In the event any part of this Agreement is declared void or invalid, the remaining portions of this Agreement shall not be affected but shall remain in full force and effect. 7. Modification. The obligations of the Parties to this Agreement may not be modified, amended or waived except by written execution by all parties. 8. Notices. All notices, demands or other communications required or permitted to be given under the provisions of this Agreement shall be in writing and shall be considered as properly given if delivered personally or sent by United States Postal Service first class or overnight express mail or by overnight commercial courier service, postage and other charges prepaid. Notices so sent shall be effective three (3) days after mailing, if mailed by first class mail, and otherwise upon receipt at the address set forth below, provided, however, that non - receipt of any communication as the result of any change of address of which the sending Party was not notified or as a result of a refusal to accept delivery shall be deemed receipt of such communication, if addressed as follows, or as later designated in writing: City of Seattle ATTN: Nathan Torgelson Director, Seattle Department of Construction and Inspections City of Seattle 700 Fifth Avenue, Suite 2000 Seattle, WA 98124-4019 MEMORANDUM OF UNDERSTANDING - 10 City of Tukwila ATTN: Jack Pace Director, Department of Community Development City of Tukwila 6200 Southcenter Boulevard Tukwila, WA 98188-2544 Prologis-Exchange 3301 South Norfolk LLC ATTN: Ken Sun VP - Development Manager Prologis 3353 Gateway Boulevard Fremont, CA 94538-6526 9. Execution in counterparts. This Agreement may be signed by one or more counterparts, including by facsimile, scanned or electronic signatures, each of which shall be considered an original, and all of which together shall constitute one instrument. 10. Entire agreement. The Parties hereto agree that this Agreement constitutes the only agreement between them regarding the issues addressed by this Agreement for the Prologis Emerald Gateway Project, and no oral representation nor prior writing extrinsic to this instrument shall have any force or effect. 11. Legal review. This Agreement has been reviewed and revised by legal counsel for all parties and no presumption or rule that ambiguity shall be construed against the party drafting the document shall apply to the interpretation of reinforcement of this Agreement. The Parties intend this Agreement to be interpreted to the full extent authorized by applicable law. 12. Jurisdiction and venue. This Agreement shall be interpreted, construed and enforced in accordance with the laws of the State of Washington. Venue for any action under this Agreement shall be King County, Washington. 13. Attachments. All attachments and exhibits to this Agreement are incorporated into this Agreement. 14. Successors and assigns. This MOU shall be binding and inure to the benefit of the Parties hereto and their respective successors and assigns. IN WITNESS WHEREOF, the Parties have executed this Agreement. CITY OF SEATTLE Nathan.Torgelson Director, Seattle Department of Construction and Inspections Date: MEMORANDUM OF UNDERSTANDING - 11 CITY OF TUKWILA JaVkPace Director, Tukwila Department Community Development Date: PROLOGIS-EXCHANGE 3301 SOUTH NORFOLK LLC a Delaware limited liability company By: Prologis, L.P., a Delaware limited partnership its sole member By: Prologis, Inc., a Maryland corporation its gene partner Kin Sun V.P. Development Director Date: MEMORANDUM OF UNDERSTANDING - 12 ATTACHMENT 1 IJ II n11111111 °,1111"11411111111111i4,11111111 '"""1,911111111111111111111111 1111 III '001,011111110010.10.. 11 . 0001111111 d 1 1 V 1 1 1111 11111 „ "1'1'; )'.111111•1 i "1" ATTACHMENT 2 SEPA LEAD AGENCY AGREEMENT BETWEEN THE CITY of SEATTLE and CITY OF TUKWILA Regarding the PROPOSED DEVELOPMENT OF THE PROLOGIS EMERALD GATEWAY WAREHOUSE REDEVELOPMENT PROJECT I, PARTIES This SEPA Lead Agency Agreement is entered into by the City of Seattle (Seattle), and the City of Tukwila (Tukwila), collectively the "Parties." H. PURPOSE The purpose of this agreement is to establish Tukwila as the lead agency under the State Environmental Policy Act (SEPA), chapter 43.21C RCW. Prologis has proposed a warehouse redevelopment project at a site located within both Tukwila and Seattle. The greatest portion of the proposed project area as measured in square feet is located in Tukwila, as shown in the site plan attached herein as Attachment 1. III. AUTHORITIES The Washington State Environmental Policy Act (RCW 43.21C) and its implementing regulations, chapter 197-11 WAC. 1 IV. PRINCIPLES OF AGREEMENT A. The Parties Agree: 1. That Tukwila is the lead agency for compliance with the State Environmental Policy Act ("SEPA"). In coordination with Seattle and any other agency with jurisdiction, Tukwila will complete the environmental review for the project in accordance with SEPA. Seattle (including all of its departments and divisions, as necessary) will participate actively in the environmental review process to ensure that environmental impacts and appropriate measures are identified and agreed to during the environmental review process. 2. To work together to apprise the other party, as far in advance as possible, of actions or issues that might affect the environmental analyses and documentation process. B. General Duties 1. Tukwila shall act as lead agency. As lead agency, Tukwila's SEPA ordinance, chapter 21.04 Tukwila Municipal Code, including public notice, appeal and hearing procedures, shall apply to the proposal. Seattle commits to participate in the environmental review process as a Consulted Agency under SEPA. 2. Tukwila may independently, or in consultation with Seattle, determine that consultant(s) are needed to assist in completing the required SEPA analysis and documentation for this proposal. Consultants shall be hired by Tukwila in accordance with its regulations and procedures. 3. City of Tukwila will coordinate publication dates with the City of Seattle 2 4. Comments on SEPA document(s) shall be received or recorded by Tukwila, and Tukwila shall forward copies to Seattle of written and electronic comments received. The City of Seattle shall forward to the City of Tukwila comments received on the SEPA documents. 5. Tukwila will provide a copy of any SEPA notice to Seattle, in accordance with B.3 above, for publication on Seattle's Land Use Information Bulletin. Any posted SEPA notice should be posted in both jurisdictions. Seattle agrees to provide Tukwila a mailing list of addresses of nearby Seattle residents to assist Tukwila in fulfilling any mailed notice requirements. C. Preparing the Analysis: 1. It is expected that the Applicant will provide to Tukwila all relevant information regarding their proposal, environmental impacts, and potential mitigation in support of the proposal requests. Tukwila will provide a copy of such documents to Seattle. Information provided by the Applicant shall be reviewed and supplemented by Tukwila as authorized by law. D. Scope/Content: 1. Mitigation provided in the SEPA document(s), in addition to that proposed by the Applicants, shall be identified by the Parties. Mitigation, if imposed, shall be imposed by each agency when the agency makes its substantive, underlying decisions regarding the proposed project. If an environmental impact statement (EIS) is prepared for the proposal, Tukwila shall determine the scope of the EIS and the alternatives to be considered in the EIS after review of comments and consultation with Seattle. 2. At a minimum, a representative of each agency shall review the environmental checklist and related documentation prior to issuance of all necessary SEPA documents. Threshold 3 determinations or a determination that an FEIS is adequate shall be processed pursuant to Tukwila's SEPA procedures. V. DECISION MAKING AND APPEALS A. The Parties agree to attempt to make decisions by consensus throughout the SEPA process in regards to scope, content, and timing of all SEPA documents. The Parties recognize that the fmal SEPA document(s) must contain sufficient environmental analysis for informed decision making of all agencies with jurisdiction. Therefore, information regarding areas of environmental concern, potential mitigation, and reasonable alternatives suggested by the Parties shall be included in the document(s) as appropriate. B. Seattle may participate in any appeal challenging the environmental review contemplated by this agreement. VL OTHER PROVISIONS A. Nothing in this agreement shall be construed as limiting or affecting in any way the authority or legal responsibilities of any of the Parties. B. Nothing in this agreement binds the Parties to perform beyond their respective authorities. C. This agreement is neither a fiscal nor a funds obligation document. Specific activities that involve the transfer of money, services, or property between the Parties shall require execution of separate agreements or contracts. D. Each and every provision in this agreement is subject to the laws of the State of Washington, the laws of the United States of America, and to the delegated authority assigned in each instance. 4 E. Amendments or supplements to this agreement may be proposed by the Parties and shall become effective upon written approval of all Parties. F. This agreement shall become effective upon signature by all Parties. This agreement may be executed in one or more counterparts, each of which will be considered an original document. This agreement shall remain in effect until terminated in writing by any of the parties. Any party may terminate this agreement upon written notice to the other Parties at least 30 days prior to termination. G. The following persons shall be the contact persons for all communications regarding this Agreement: CITY OF SEATTLE Stephanie Haines Land Use Program Manager 700 5th Avenue (206) 684-5014 Stephanie. Haines@Seattle.gov CITY OF TUKWILA Jack Pace Department Community Development Director City of Tukwila (206)431-3686 Jack.Pace@Tukwil A.gov H. The Parties may, from time to time, require changes in the scope of services performed under this Agreement. The Parties shall mutually agree to the changes by written amendment to this Agreement. This Agreement is executed by the persons signing below, who warrant they have the authority to execute this Agreement. 5 CITY OF TUKWILA, DEPARTMENT OF C �► EVELOPMENT CONSTRUCTION AND INSPECTIONS CITY OF SEATTLE, DEPARTMENT OF Jac ��' ace Dire for Date: 6 Stephani Haines Land Use Program Manager (206) 684-5014 h Date: SttA- ATTACHMENT 1 4 • o ooiD 14; 41? cr 2 2 3 3 .11 al 7, tr -----O ON H 1 n 0 s ATTACHMENT 3 When Recorded Mail To: City Clerk City of Tukwila 6200 Southcenter Boulevard Tukwila, WA 98188 LABOR STANDARDS COVENANT Grantor: PROLOGIS-EXCHANGE 3301 SOUTH NORFOLK LLC, a Delaware limited liability company Grantee: City of Tukwila, a Washington municipal corporation Abbreviated Legal: PTN. of Timothy Grows D.L.C. in Sec. 4 and Gov. Lot 8 & 9 in Sec. 4 and the NW1/4 of SW1/4 of Sec. 3, all in TWP. 23 N., R. 4 E., W.M. Additional Legal(s): See attached Exhibit B Assessor's Tax Parcel ID#: 0323049024; 0003400042; 0003400049; 0003400015; 0003400046; 0003400041; 0003400024; 0423049184; 0423049101; 0423049102; 0423049015; 0423049099; 0323049048; 0423049066; 0323049128; 0323049080; 0323049171; 0323049045; 0323049072; 0323049070; 0323049073; 0323049028; 0323049240; 0323049228; 0323049061; 0323049229; 0323049230; 0323049058; Prologis-Exchange 3301 South Norfolk LLC, a Delaware limited liability company ("Grantor") is the owner of real property legally described in Exhibits A and B attached and incorporated hereto (the "Property"). A portion of the Property is located within the City of Seattle ("Seattle") and a portion of the Property is located within the City of Tukwila ("Tukwila"). A drawing depicting the Property and how Seattle and Tukwila share a municipal boundary through the Property is attached and incorporated hereto as Exhibit C. The portion of the Property located in Tukwila is legally described in Exhibit B attached and incorporated hereto (the "Tukwila Property"). This Labor Standards Covenant ("Covenant") is executed and recorded by Grantor to standardize and make uniform labor standards applicable to the Property. NOW THEREFOR, Grantor, in consideration of mutual benefits, agrees to the following restrictive covenant burdening the Tukwila Property and hereby binds itself, its successor and assigns to the Tukwila Property to the following restrictions: 1. Grantor shall require as a term of all leases for occupancy of buildings constructed on the Tukwila Property after January 1, 2018, that lessee employers whose leasehold premises are located partly or wholly within the Tukwila Property shall be governed by Seattle's labor standards found in the following chapters of the Seattle Municipal Code ("SMC") as of the date of recording this Covenant and as those SMC chapters are hereafter amended: a. Minimum Wage (Chapter 14.19 SMC); and b. Wage Theft (Chapter 14.20 SMC); and c. Paid Sick and Safe Time (Chapter 14.16 SMC); and d. Fair Chance Employment (Chapter 14.17 SMC); and e. Secure Scheduling (Chapter 14.22 SMC); and f. Any Seattle labor standard that may be enacted in the future affecting employer activity lawfully established within the Property. 2. In the event of a violation of this Covenant Tukwila may seek enforcement in King County Superior Court. This Covenant does not create any right for an employee or employer to bring a cause of action in King County Superior Court against Tukwila or Grantor for enforcement of this Covenant 3. The laws of the state of Washington shall govern the interpretation of this Covenant. 4. This Covenant may be terminated or modified by execution of a written agreement by Grantor and Tukwila and said agreement shall be recorded with the King County Recorder's Office. 5. This Covenant shall run with the land and be binding upon Grantor's successors and assigns. PROLOGIS-EXCHANGE 3301 SOUTH NORFOLK CITY OF TUKWILA LLC a Delaware limited liability company By: Prologis, L.P., a Delaware limited partnership its sole member By: Pgis, lc., a Maryland corporation its geaer'1 partner Kell Sun V.P. Development Director Date: 2 By: Name: Title: Date: NOTARY ACKNOWLEDGMENT FOR PROLOGIS—EXCHANGE 3301 SOUTH NORFOLK LLC STATE OF COUNTY OF ) ss. I certify that I, know or have satisfactory evidence that�\ signed this instrument and, on oath, stated that si e/he was authorized to execute the instrument and acknowledged it as the ;4t 61:111--1 of Prolo is - Exchange 3301 South Norfolk LLC, to be the free and voluntary act o � g f sucWparty for the uses and purposes mentioned in the instrument. DATED this day of , 2018. Print Name: :�:�° i��: a � 0`f Notary Public in and for the State of Washington Residing at ..�_.=.. ..... �:�a.�` My commission expires: NOTARY ACKNOWLEDGMENT FOR CITY OF TUKWILA: STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) I certify that I know or have satisfactory evidence that signed this instrument and, on oath, stated that he was aijth acknowledged it as the ii of the City of Tukwila, to be the free d vo untary act of such pa mentioned in the instrument. DATED this day of , 2018. he uses and purposes Print Name: T ty uc Notary Public in and for the State of Washington Residing at My commission expires: 3 EXHIBIT "A" LEGAL DESCRIPTION SEATTLE PORTION THAT PORTION OF THE FOLLOWING DESCRIBED PARCEL LYING WITHIN THE NORTHWEST QUARTER OF SECTION 3, TOWNSHIP 23 NORTH, RANGE 4 EAST, W.M.: THAT PORTION OF TIMOTHY GROWS DONATION LAND CLAIM IN SECTIONS 3 AND 4, TOWNSHIP 23 NORTH, RANGE 4 EAST, W.M., AND OF GOVERNMENT LOT 1 IN SAID SECTION 3, AND OF THE ABANDONED SEATTLE -TACOMA INTERURBAN AND PUGET ELECTRIC COMPANY RIGHT-OF- WAY, AND OF THE NORTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SAID SECTION 3, AND OF GOVERNMENT LOTS 8 AND 9 IN SAID SECTION 4, DESCRIBED AS FOLLOWS: BEGINNING AT THE CONCRETE MONUMENT MARKING THE INTERSECTION OF THE CENTERLINES OF SOUTH NORFOLK STREET AND AIRPORT WAY SOUTH, WHICH POINT BEARS NORTH 88°11'57" EAST 521.23 FEET FROM THE CONCRETE MONUMENT MARKING THE ANGLE POINT IN THE CENTERLINE OF SAID SOUTH NORFOLK STREET; THENCE SOUTH 88°11'57" WEST, ALONG THE CENTERLINE OF SAID SOUTH NORFOLK STREET, 37.33 FEET; THENCE SOUTH 01°48'03" EAST 40.00 FEET TO THE INTERSECTION OF THE SOUTHERLY MARGIN OF SAID SOUTH NORFOLK STREET WITH AN ARC OF A CURVE CONNECTING SAID SOUTHERLY MARGIN WITH THE WESTERLY MARGIN OF AIRPORT WAY SOUTH, THE CENTER OF WHICH CURVE BEARS SOUTH 33°51'08" WEST, 48.00 FEET, AND THE TRUE POINT OF BEGINNING; THENCE SOUTHERLY, ALONG SAID WESTERLY MARGIN OF AIRPORT WAY SOUTH, FOLLOWING SAID ARC OF A CURVE HAVING A RADIUS OF 48.00 FEET, AN ARC DISTANCE OF 29.1 FEET TO A POINT OF TANGENCY; THENCE SOUTH 21°22'39" EAST, ALONG SAID WESTERLY MARGIN, 1,128.01 FEET TO A POINT OF WIDENING IN SAID AIRPORT WAY SOUTH; THENCE SOUTH 68°37'21" WEST, ALONG SAID MARGIN, 35.00 FEET TO A POINT OF CURVE IN SAID MARGIN THE CENTER OF WHICH BEARS SOUTH 68°37'21" WEST 880.00 FEET; THENCE SOUTHERLY, ALONG SAID MARGIN, FOLLOWING AN ARC OF A CURVE HAVING SAID RADIUS OF 880.00 FEET, AN ARC DISTANCE OF 509.06 FEET TO A POINT OF WIDENING IN SAID AIRPORT WAY SOUTH; THENCE NORTH 78°13'59" WEST, ALONG SAID MARGIN, 5.00 FEET; THENCE SOUTH 11°46'01" WEST, ALONG SAID MARGIN, 221.60 FEET TO A POINT OF WIDENING IN SAID AIRPORT WAY SOUTH; THENCE NORTH 78°13'59" WEST 3.00 FEET TO A POINT OF CURVE IN SAID MARGIN, THE CENTERLINE OF WHICH BEARS NORTH 78°13'59" WEST 522.96 FEET; THENCE SOUTHERLY AND WESTERLY, ALONG SAID CURVE AND MARGIN, AN ARC DISTANCE OF 666.38 FEET TO A POINT ON THE NORTH MARGIN OF THE BOEING ACCESS ROAD; THENCE SOUTH 05°13'28" EAST, ALONG SAID MARGIN, 7.00 FEET; THENCE SOUTH 84°46'32" WEST, ALONG SAID MARGIN, 447.92 FEET TO A POINT OF CURVATURE OF A 102.80 FOOT RADIUS CURVE TO THE RIGHT IN SAID MARGIN; THENCE WESTERLY AND NORTHERLY, ALONG SAID CURVE AND MARGIN, 150.50 FEET TO A POINT OF TANGENCY ON THE NORTHEASTERLY MARGIN OF EAST MARGINAL WAY; THENCE NORTH 11°20'42" WEST, ALONG SAID NORTHEASTERLY MARGIN, 272.50 FEET TO A POINT OF CURVATURE OF A 1,184.34 FOOT RADIUS CURVE TO THE LEFT; THENCE NORTHERLY, ALONG SAID CURVE AND MARGIN, AN ARC DISTANCE OF 254.44 FEET; Project Name: Sea-Tuk MOU April 2, 2018 Page 1 BDG 181821.001.doc THENCE CONTINUING ALONG THE NORTHEASTERLY MARGIN OF EAST MARGINAL WAY, NORTH 23°39'16" WEST 429.64 FEET, MORE OR LESS, TO THE SOUTH LINE OF SAID GOVERNMENT LOT 8; THENCE CONTINUING ALONG THE NORTHEASTERLY MARGIN OF EAST MARGINAL WAY TO AN INTERSECTION WITH THE NORTH LINE OF THE SOUTH 200 FEET OF SAID GOVERNMENT LOT 8, AS MEASURED ALONG THE EAST LINE OF SAID GOVERNMENT LOT 8; THENCE EAST, PARALLEL TO THE SOUTH LINE OF SAID GOVERNMENT LOT 8, TO THE EAST LINE OF SAID GOVERNMENT LOT 8; THENCE SOUTH, ALONG THE EAST LINE OF SAID GOVERNMENT LOT 8, TO THE SOUTHEAST CORNER OF SAID GOVERNMENT LOT 8; THENCE SOUTH 88°07'58" EAST, ALONG THE SOUTH LINE OF THE NORTHWEST QUARTER OF SAID SECTION 3, 267.86 FEET TO THE WESTERLY BOUNDARY LINE OF THE SEATTLE -TACOMA INTERURBAN RAILWAY RIGHT-OF-WAY; THENCE NORTH 08° 1115" WEST, ALONG SAID WESTERLY BOUNDARY LINE, 738.75 FEET TO THE SOUTH LINE OF SAID TIMOTHY GROW'S DONATION LAND CLAIM; THENCE SOUTH 89°59'25" WEST, ALONG SAID SOUTH LINE, 157.64 FEET TO THE WEST LINE OF SAID SECTION 3; THENCE SOUTH 00°23'12" WEST, ALONG SAID WEST LINE, 137.23 FEET; THENCE NORTH 89°58'12" WEST TO A POINT WHICH BEARS SOUTH 89°58'12" EAST 168.00 FEET FROM THE EASTERLY MARGIN OF EAST MARGINAL WAY SOUTH; THENCE NORTH 23°39'16" WEST 181.29 FEET; THENCE NORTH 89°50'45" WEST 168.16 FEET TO THE EASTERLY MARGIN OF EAST MARGINAL WAY SOUTH; THENCE NORTH 23°39'16" WEST, ALONG SAID MARGIN, 147.95 FEET TO THE INTERSECTION OF SAID EASTERLY MARGIN WITH THE SOUTHERLY MARGIN OF SOUTH NORFOLK STREET AS CONVEYED TO KING COUNTY BY DEED RECORDED UNDER KING COUNTY RECORDING NO. 5388220, RECORDS OF KING COUNTY, WASHINGTON; THENCE NORTH 66°00'17" EAST, ALONG SAID SOUTHERLY MARGIN, 862.07 FEET TO A POINT OF CURVE; THENCE EASTERLY, ALONG SAID MARGIN, FOLLOWING AN ARC OF A CURVE TO THE RIGHT HAVING A RADIUS OF 340.71 FEET, AN ARC DISTANCE OF 131.98 FEET TO A POINT OF TANGENCY; THENCE NORTH 88°11'57" EAST, ALONG SAID MARGIN, 409.23 FEET TO THE TRUE POINT OF BEGINNING; EXCEPT THAT PORTION THEREOF CONVEYED TO THE CITY OF TUKWILA BY STATUTORY WARRANTY DEED 9703050486; TOGETHER WITH THAT PORTION LYING NORTH OF SOUTH NORFOLK STREET DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF SAID SECTION 3; THENCE SOUTH 00°23'12" WEST, ALONG THE WEST LINE OF SAID SUBDIVISION, 30.00 FEET TO A POINT ON THE SOUTH LINE OF THE NORTH 30 FEET IN WIDTH OF SAID SUBDIVISION AND THE TRUE POINT OF BEGINNING; THENCE SOUTH 88°40'52" EAST, ALONG SAID SOUTH LINE, 57.98 FEET TO AN INTERSECTION WITH THE NORTHERLY MARGIN OF SAID SOUTH NORFOLK STREET; THENCE SOUTH 66°00'17" WEST, ALONG SAID NORTHERLY MARGIN, 203.61 FEET TO AN INTERSECTION WITH A LINE WHICH IS 213 FEET WESTERLY, MEASURED AT RIGHT ANGLES TO AND PARALLEL WITH THE WESTERLY MARGIN OF SAID PUGET SOUND ELECTRIC COMPANY RIGHT-OF-WAY; Project Name: Sea-Tuk MOU April 2, 2018 Page 2 BDG 181821.001.doc THENCE NORTH 08°11'15" WEST, ALONG SAID PARALLEL LINE, 88.01 FEET TO A POINT WHICH BEARS NORTH 88°40'52" WEST 140.07 FEET FROM THE TRUE POINT OF BEGINNING; THENCE SOUTH 88°40'52" EAST 140.07 FEET TO THE TRUE POINT OF BEGINNING; AND TOGETHER WITH NON-EXCLUSIVE EASEMENTS FOR DRAINAGE RECORDED UNDER RECORDING NOS. 3885858 AND 3885859, RECORDS OF KING COUNTY, WASHINGTON. AND THAT PORTION OF THE NORTHWEST QUARTER OF SECTION 3, TOWNSHIP 23 NORTH, RANGE 4 EAST, W.M., IN KING COUNTY, WASHINGTON, LYING SOUTH OF THE SOUTH LINE OF THE TIMOTHY GROW'S DONATION LAND CLAIM AND WEST OF THE RIGHT OF WAY OF PUGET SOUND ELECTRIC RAILWAY. AND THAT PORTION OF GOVERNMENT LOT 8, SECTION 4, TOWNSHIP 23 NORTH, RANGE 4 EAST, W.M., IN KING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS: BEGINNING ON THE EAST LINE OF SAID GOVERNMENT LOT 8 AT A POINT WHICH IS NORTH 0°21'24" EAST 200 FEET FROM THE SOUTHEAST CORNER THEREOF; THENCE NORTH 0°21'24" EAST 189.77 FEET; THENCE WEST 375 FEET, MORE OR LESS, TO THE NORTHEASTERLY LINE OF STATE ROAD NO. 1 AS NOW ESTABLISHED; THENCE SOUTHEASTERLY ALONG SAID ROAD LINE 205 FEET, MORE OR LESS, TO A POINT WHICH BEARS NORTH 89°20'54" WEST FROM THE POINT OF BEGINNING; THENCE SOUTH 89°20'54" EAST PARALLEL WITH THE SOUTH LINE OF SAID GOVERNMENT LOT 8, 285 FEET, MORE OR LESS, TO THE POINT OF BEGINNING. AND THAT PORTION OF GOVERNMENT LOT 8, SECTION 4, TOWNSHIP 23 NORTH, RANGE 4 EAST, W.M., IN KING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS: BEGINNING ON THE EAST LINE OF SAID GOVERNMENT LOT AT A POINT WHICH IS NORTH 0°21'24" EAST 389.77 FEET FROM THE SOUTHEAST CORNER THEREOF; THENCE NORTH 0°21'24" EAST ALONG SAID EAST LINE 174.65 FEET; THENCE DUE WEST TO THE NORTHEASTERLY LINE OF PRIMARY STATE HIGHWAY NO. 1 AS ESTABLISHED BY DEED TO THE STATE OF WASHINGTON, RECORDED UNDER RECORDING NUMBER 3440535, IN KING COUNTY, WASHINGTON; THENCE SOUTHEASTERLY ALONG SAID NORTHEASTERLY LINE 195 FEET, MORE OR LESS, TO A POINT DUE WEST OF THE POINT OF BEGINNING; THENCE EAST 375 FEET, MORE OR LESS, TO THE POINT OF BEGINNING. AND THAT PORTION OF SECTION 4, TOWNSHIP 23 NORTH, RANGE 4 EAST, W.M, IN KING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE SOUTH LINE OF THE TIMOTHY GROW'S DONATION LAND CLAIM WITH THE EAST LINE OF SAID SECTION 4; THENCE SOUTH 0°23'12" WEST ALONG SAID EAST LINE 137.23 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 0°23'12" WEST 20.00 FEET; Project Name: Sea-Tuk MOU April 2, 2018 Page 3 BDG 181821.001.doc THENCE NORTH 89°58'12" WEST 448.01 FEET TO THE EASTERLY MARGIN OF EAST MARGINAL WAY SOUTH; THENCE NORTH 23°39'16" WEST ALONG SAID MARGIN TO A POINT WHICH BEARS NORTH 89°58'12" WEST FROM THE TRUE POINT OF BEGINNING; THENCE SOUTH 89°58'12" EAST TO THE TRUE POINT OF BEGINNING. AND THAT PORTION OF SECTION 4, TOWNSHIP 23 NORTH, RANGE 4 EAST, W.M., DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE SOUTH LINE OF THE TIMOTHY GROW'S DONATION LAND CLAIM WITH THE EAST LINE OF SAID SECTION 4; THENCE SOUTH 00°23'12" WEST ALONG SAID EAST LINE 137.23 FEET; THENCE NORTH 89°58'12" WEST TO A POINT WHICH BEARS SOUTH 89°58'12" EAST 168.00 FEET FROM THE EASTERLY MARGIN OF EAST MARGINAL WAY SOUTH, AND THE TRUE POINT OF BEGINNING; THENCE NORTH 23°39'16" WEST 181.29 FEET; THENCE NORTH 89°50'45" WEST 168.00 FEET TO SAID EASTERLY MARGIN; THENCE SOUTH 23°39'16" EAST ALONG SAID EASTERLY MARGIN TO A POINT WHICH BEARS NORTH 89°58'12" WEST FROM THE TRUE POINT OF BEGINNING; THENCE SOUTH 89°58'12" EAST 168.00 FEET TO THE TRUE POINT OF BEGINNING. ALL SITUATE IN THE COUNTY OF KING, STATE OF WASHINGTON. Project Name: Sea-Tuk MOU April 2, 2018 Page 4 BDG 181821.001.doc EXHIBIT "B" LEGAL DESCRIPTION TUKWILA PORTION THAT PORTION OF THE FOLLOWING DESCRIBED PARCEL LYING SOUTHERLY, SOUTHWESTERLY AND WESTERLY OF THE NORTHWEST QUARTER OF SECTION 3, TOWNSHIP 23 NORTH, RANGE 4 EAST, W.M.: THAT PORTION OF TIMOTHY GROWS DONATION LAND CLAIM IN SECTIONS 3 AND 4, TOWNSHIP 23 NORTH, RANGE 4 EAST, W.M., AND OF GOVERNMENT LOT 1 IN SAID SECTION 3, AND OF THE ABANDONED SEATTLE -TACOMA INTERURBAN AND PUGET ELECTRIC COMPANY RIGHT-OF- WAY, AND OF THE NORTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SAID SECTION 3, AND OF GOVERNMENT LOTS 8 AND 9 IN SAID SECTION 4, DESCRIBED AS FOLLOWS: BEGINNING AT THE CONCRETE MONUMENT MARKING THE INTERSECTION OF THE CENTERLINES OF SOUTH NORFOLK STREET AND AIRPORT WAY SOUTH, WHICH POINT BEARS NORTH 88°11'57" EAST 521.23 FEET FROM THE CONCRETE MONUMENT MARKING THE ANGLE POINT IN THE CENTERLINE OF SAID SOUTH NORFOLK STREET; THENCE SOUTH 88°11'57" WEST, ALONG THE CENTERLINE OF SAID SOUTH NORFOLK STREET, 37.33 FEET; THENCE SOUTH 01°48'03" EAST 40.00 FEET TO THE INTERSECTION OF THE SOUTHERLY MARGIN OF SAID SOUTH NORFOLK STREET WITH AN ARC OF A CURVE CONNECTING SAID SOUTHERLY MARGIN WITH THE WESTERLY MARGIN OF AIRPORT WAY SOUTH, THE CENTER OF WHICH CURVE BEARS SOUTH 33°51'08" WEST, 48.00 FEET, AND THE TRUE POINT OF BEGINNING; THENCE SOUTHERLY, ALONG SAID WESTERLY MARGIN OF AIRPORT WAY SOUTH, FOLLOWING SAID ARC OF A CURVE HAVING A RADIUS OF 48.00 FEET, AN ARC DISTANCE OF 29.1 FEET TO A POINT OF TANGENCY; THENCE SOUTH 21°22'39" EAST, ALONG SAID WESTERLY MARGIN, 1,128.01 FEET TO A POINT OF WIDENING IN SAID AIRPORT WAY SOUTH; THENCE SOUTH 68°37'21" WEST, ALONG SAID MARGIN, 35.00 FEET TO A POINT OF CURVE IN SAID MARGIN THE CENTER OF WHICH BEARS SOUTH 68°37'21" WEST 880.00 FEET; THENCE SOUTHERLY, ALONG SAID MARGIN, FOLLOWING AN ARC OF A CURVE HAVING SAID RADIUS OF 880.00 FEET, AN ARC DISTANCE OF 509.06 FEET TO A POINT OF WIDENING IN SAID AIRPORT WAY SOUTH; THENCE NORTH 78°13'59" WEST, ALONG SAID MARGIN, 5.00 FEET; THENCE SOUTH 11°46'01" WEST, ALONG SAID MARGIN, 221.60 FEET TO A POINT OF WIDENING IN SAID AIRPORT WAY SOUTH; THENCE NORTH 78°13'59" WEST 3.00 FEET TO A POINT OF CURVE IN SAID MARGIN, THE CENTERLINE OF WHICH BEARS NORTH 78°13'59" WEST 522.96 FEET; THENCE SOUTHERLY AND WESTERLY, ALONG SAID CURVE AND MARGIN, AN ARC DISTANCE OF 666.38 FEET TO A POINT ON THE NORTH MARGIN OF THE BOEING ACCESS ROAD; THENCE SOUTH 05°13'28" EAST, ALONG SAID MARGIN, 7.00 FEET; THENCE SOUTH 84°46'32" WEST, ALONG SAID MARGIN, 447.92 FEET TO A POINT OF CURVATURE OF A 102.80 FOOT RADIUS CURVE TO THE RIGHT IN SAID MARGIN; THENCE WESTERLY AND NORTHERLY, ALONG SAID CURVE AND MARGIN, 150.50 FEET TO A POINT OF TANGENCY ON THE NORTHEASTERLY MARGIN OF EAST MARGINAL WAY; THENCE NORTH 11°20'42" WEST, ALONG SAID NORTHEASTERLY MARGIN, 272.50 FEET TO A POINT OF CURVATURE OF A 1,184.34 FOOT RADIUS CURVE TO THE LEFT; Project Name: Sea-Tuk MOU April 2, 2018 Page 1 BDG 181821.002.doc THENCE NORTHERLY, ALONG SAID CURVE AND MARGIN, AN ARC DISTANCE OF 254.44 FEET; THENCE CONTINUING ALONG THE NORTHEASTERLY MARGIN OF EAST MARGINAL WAY, NORTH 23°39'16" WEST 429.64 FEET, MORE OR LESS, TO THE SOUTH LINE OF SAID GOVERNMENT LOT 8; THENCE CONTINUING ALONG THE NORTHEASTERLY MARGIN OF EAST MARGINAL WAY TO AN INTERSECTION WITH THE NORTH LINE OF THE SOUTH 200 FEET OF SAID GOVERNMENT LOT 8, AS MEASURED ALONG THE EAST LINE OF SAID GOVERNMENT LOT 8; THENCE EAST, PARALLEL TO THE SOUTH LINE OF SAID GOVERNMENT LOT 8, TO THE EAST LINE OF SAID GOVERNMENT LOT 8; THENCE SOUTH, ALONG THE EAST LINE OF SAID GOVERNMENT LOT 8, TO THE SOUTHEAST CORNER OF SAID GOVERNMENT LOT 8; THENCE SOUTH 88°07'58" EAST, ALONG THE SOUTH LINE OF THE NORTHWEST QUARTER OF SAID SECTION 3, 267.86 FEET TO THE WESTERLY BOUNDARY LINE OF THE SEATTLE -TACOMA INTERURBAN RAILWAY RIGHT-OF-WAY; THENCE NORTH 08° 1115" WEST, ALONG SAID WESTERLY BOUNDARY LINE, 738.75 FEET TO THE SOUTH LINE OF SAID TIMOTHY GROW'S DONATION LAND CLAIM; THENCE SOUTH 89°59'25" WEST, ALONG SAID SOUTH LINE, 157.64 FEET TO THE WEST LINE OF SAID SECTION 3; THENCE SOUTH 00°23'12" WEST, ALONG SAID WEST LINE, 137.23 FEET; THENCE NORTH 89°58'12" WEST TO A POINT WHICH BEARS SOUTH 89°58'12" EAST 168.00 FEET FROM THE EASTERLY MARGIN OF EAST MARGINAL WAY SOUTH; THENCE NORTH 23°39'16" WEST 181.29 FEET; THENCE NORTH 89°50'45" WEST 168.16 FEET TO THE EASTERLY MARGIN OF EAST MARGINAL WAY SOUTH; THENCE NORTH 23°39'16" WEST, ALONG SAID MARGIN, 147.95 FEET TO THE INTERSECTION OF SAID EASTERLY MARGIN WITH THE SOUTHERLY MARGIN OF SOUTH NORFOLK STREET AS CONVEYED TO KING COUNTY BY DEED RECORDED UNDER KING COUNTY RECORDING NO. 5388220, RECORDS OF KING COUNTY, WASHINGTON; THENCE NORTH 66°00'17" EAST, ALONG SAID SOUTHERLY MARGIN, 862.07 FEET TO A POINT OF CURVE; THENCE EASTERLY, ALONG SAID MARGIN, FOLLOWING AN ARC OF A CURVE TO THE RIGHT HAVING A RADIUS OF 340.71 FEET, AN ARC DISTANCE OF 131.98 FEET TO A POINT OF TANGENCY; THENCE NORTH 88°11'57" EAST, ALONG SAID MARGIN, 409.23 FEET TO THE TRUE POINT OF BEGINNING; EXCEPT THAT PORTION THEREOF CONVEYED TO THE CITY OF TUKWILA BY STATUTORY WARRANTY DEED 9703050486; TOGETHER WITH THAT PORTION LYING NORTH OF SOUTH NORFOLK STREET DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF SAID SECTION 3; THENCE SOUTH 00°23'12" WEST, ALONG THE WEST LINE OF SAID SUBDIVISION, 30.00 FEET TO A POINT ON THE SOUTH LINE OF THE NORTH 30 FEET IN WIDTH OF SAID SUBDIVISION AND THE TRUE POINT OF BEGINNING; THENCE SOUTH 88°40'52" EAST, ALONG SAID SOUTH LINE, 57.98 FEET TO AN INTERSECTION WITH THE NORTHERLY MARGIN OF SAID SOUTH NORFOLK STREET; THENCE SOUTH 66°00'17" WEST, ALONG SAID NORTHERLY MARGIN, 203.61 FEET TO AN INTERSECTION WITH A LINE WHICH IS 213 FEET WESTERLY, MEASURED AT RIGHT ANGLES TO AND PARALLEL WITH THE WESTERLY MARGIN OF SAID PUGET SOUND ELECTRIC COMPANY RIGHT-OF-WAY; Project Name: Sea-Tuk MOU April 2, 2018 Page 2 BDG 181821.002.doc THENCE NORTH 08°11'15" WEST, ALONG SAID PARALLEL LINE, 88.01 FEET TO A POINT WHICH BEARS NORTH 88°40'52" WEST 140.07 FEET FROM THE TRUE POINT OF BEGINNING; THENCE SOUTH 88°40'52" EAST 140.07 FEET TO THE TRUE POINT OF BEGINNING; AND TOGETHER WITH NON-EXCLUSIVE EASEMENTS FOR DRAINAGE RECORDED UNDER RECORDING NOS. 3885858 AND 3885859, RECORDS OF KING COUNTY, WASHINGTON. AND THAT PORTION OF THE NORTHWEST QUARTER OF SECTION 3, TOWNSHIP 23 NORTH, RANGE 4 EAST, W.M., IN KING COUNTY, WASHINGTON, LYING SOUTH OF THE SOUTH LINE OF THE TIMOTHY GROW'S DONATION LAND CLAIM AND WEST OF THE RIGHT OF WAY OF PUGET SOUND ELECTRIC RAILWAY. AND THAT PORTION OF GOVERNMENT LOT 8, SECTION 4, TOWNSHIP 23 NORTH, RANGE 4 EAST, W.M., IN KING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS: BEGINNING ON THE EAST LINE OF SAID GOVERNMENT LOT 8 AT A POINT WHICH IS NORTH 0°2124" EAST 200 FEET FROM THE SOUTHEAST CORNER THEREOF; THENCE NORTH 0°21'24" EAST 189.77 FEET; THENCE WEST 375 FEET, MORE OR LESS, TO THE NORTHEASTERLY LINE OF STATE ROAD NO. 1 AS NOW ESTABLISHED; THENCE SOUTHEASTERLY ALONG SAID ROAD LINE 205 FEET, MORE OR LESS, TO A POINT WHICH BEARS NORTH 89°20'54" WEST FROM THE POINT OF BEGINNING; THENCE SOUTH 89°20'54" EAST PARALLEL WITH THE SOUTH LINE OF SAID GOVERNMENT LOT 8, 285 FEET, MORE OR LESS, TO THE POINT OF BEGINNING. AND THAT PORTION OF GOVERNMENT LOT 8, SECTION 4, TOWNSHIP 23 NORTH, RANGE 4 EAST, W.M., IN KING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS: BEGINNING ON THE EAST LINE OF SAID GOVERNMENT LOT AT A POINT WHICH IS NORTH 0°21'24" EAST 389.77 FEET FROM THE SOUTHEAST CORNER THEREOF; THENCE NORTH 0°21'24" EAST ALONG SAID EAST LINE 174.65 FEET; THENCE DUE WEST TO THE NORTHEASTERLY LINE OF PRIMARY STATE HIGHWAY NO. 1 AS ESTABLISHED BY DEED TO THE STATE OF WASHINGTON, RECORDED UNDER RECORDING NUMBER 3440535, IN KING COUNTY, WASHINGTON; THENCE SOUTHEASTERLY ALONG SAID NORTHEASTERLY LINE 195 FEET, MORE OR LESS, TO A POINT DUE WEST OF THE POINT OF BEGINNING; THENCE EAST 375 FEET, MORE OR LESS, TO THE POINT OF BEGINNING. AND THAT PORTION OF SECTION 4, TOWNSHIP 23 NORTH, RANGE 4 EAST, W.M, IN KING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE SOUTH LINE OF THE TIMOTHY GROW'S DONATION LAND CLAIM WITH THE EAST LINE OF SAID SECTION 4; THENCE SOUTH 0°23'12" WEST ALONG SAID EAST LINE 137.23 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 0°23'12" WEST 20.00 FEET; Project Name: Sea-Tuk MOU April 2, 2018 Page 3 BDG 181821.002.doc THENCE NORTH 89°58'12" WEST 448.01 FEET TO THE EASTERLY MARGIN OF EAST MARGINAL WAY SOUTH; THENCE NORTH 23°39'16" WEST ALONG SAID MARGIN TO A POINT WHICH BEARS NORTH 89°58'12" WEST FROM THE TRUE POINT OF BEGINNING; THENCE SOUTH 89°58'12" EAST TO THE TRUE POINT OF BEGINNING. AND THAT PORTION OF SECTION 4, TOWNSHIP 23 NORTH, RANGE 4 EAST, W.M., DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE SOUTH LINE OF THE TIMOTHY GROW'S DONATION LAND CLAIM WITH THE EAST LINE OF SAID SECTION 4; THENCE SOUTH 00°23'12" WEST ALONG SAID EAST LINE 137.23 FEET; THENCE NORTH 89°58'12" WEST TO A POINT WHICH BEARS SOUTH 89°58'12" EAST 168.00 FEET FROM THE EASTERLY MARGIN OF EAST MARGINAL WAY SOUTH, AND THE TRUE POINT OF BEGINNING; THENCE NORTH 23°39'16" WEST 181.29 FEET; THENCE NORTH 89°50'45" WEST 168.00 FEET TO SAID EASTERLY MARGIN; THENCE SOUTH 23°39'16" EAST ALONG SAID EASTERLY MARGIN TO A POINT WHICH BEARS NORTH 89°58'12" WEST FROM THE TRUE POINT OF BEGINNING; THENCE SOUTH 89°58'12" EAST 168.00 FEET TO THE TRUE POINT OF BEGINNING. ALL SITUATE IN THE COUNTY OF KING, STATE OF WASHINGTON. Project Name: Sea-Tuk MOU April 2, 2018 Page 4 BDG 181821.002.doc CITY OF SEATTLE UNE GOV, LOT 8 LINE GOV', LOT 9 1-500' S. LINE N'N 1 4 SEC 3 PTY OF SEA1T1 E` 4 SEC 3 CJTYOFTCR N. LINE S KWILA CITY OF TUKWILA SCALE: HORIZONTAL 1”=500' VERTICAL N/A Q1 U (1) L.! J S. BOEING ACCE W <n z J A 18215 72ND AVENUE SOUTH KENT, WA 98032 (425)251-6222 (425)251-8782 FAX CIVIL ENGINEERING, LAND PLANNING, SURVEYING, ENVIRONMENTAL SERVICES DESIGNED DRAWN For: EMERALD GATEWAY lO BRIAN GILLOOLY Date/Time:4/16/2018 3:55 PM File:P:\18000s\18182\survey\ 18182exh02.dwg CITY LIMIT EXHIBIT C APPROVED 000 00000 sco O 0 0 ..- C ro vi 4-, >. N C _0 a/ E O E E O = O U 'O Q -0 C 0 GO ,, U C f0 (1) D0 = _o v C O 0 Ln + 0 C ro•0 O L- + La3 Ga (1, -0 = •- n a) 1— GO c O o, ° 5 a`) o . as a) v v E o v LI- D n � O O Y C a) 6 -0 O 7 -' U C U 4, 0 N C = E = O 0 n n o v Q vi °/ o 0 r`o J IL, + vi N GO CO ra O C C Q . 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N .1 = 2 N Q +O V d > N al n L -(J O Q J L N . n - f v N 16 O r g C d— • T i L GO { CO N CO +' LL (n LL 00 00 Taxes and Revenue Applies to split buildings only, Buildings 1 & 2 W i1 Gross sales E o z E U1 U fo C U � 'E -0 co 2 0 3 v 4-' f6 O elU By Ordinance 00 p 00 Lead Contacts cc ^I Ken Sun is the primary contact for Prologis, for all development processes. Lead Contacts 1111111111111 111111111111 O N Q C V V N W 0 0 a pllllllll1°111 11111 mil 114 I'Illllllll1yi uu 1 11111111 IQl Ken Sun is the primary contact for Prologis, for all development processes. Kenny.Pittnnan@seattle.gov 206.684.8364 Daniel.Mitchell@seattle.gov 206.684.8232 R.Richardson@seattle.gov 206.386.1456 Kenny Pittman Daniel Mitchell Rich Richardson Colin.Vasquez@seattle.gov 206.684.5639 Land Use Review Colin Vasquez Ray.Ramos@seattle.gov 206.615.1193 U U a) W Rich.Meel@seattle.gov 206.684.8421 Electrical Inspector O 1) E a) to 2 cc > s cc Matthew.Bateman@seattle.gov 206.615.1229 Drainage Review Matthew Bateman Nathalie.Boeholt@seattle.gov 206.727.3589 Bld. Plans Examiner Nathalie Boeholt Daniel.Nelsonl@seattle.gov 206.386.1138 Sean.Robertson@seattle.gov 206.386.4063 Dan Nelson Sean Robertson Jon.Siu@seattle.gov 206.233.5163 Building Official c .to 206.615.0568 Engineering Services O > ao 0 ai a9 +� a) (13 a) a) a) 0 2 a) MIC ai s - a L- a) ns (r) 206.684.5014 206.233.7095 Steve.Sampson@seattle.gov 206.684.8419 Brian.Newson@seattle.gov 206.233.7894 N E d c i W CO CD N I- N d Stephanie Haines Mark Watterson Steve Sampson Brian Newson 00 a; 00 IAV Ksun@prologis.com 510.661.4027 N N Jmaxwell@prologis.com 206.331.2810 Jake Maxwell Dbalmetti@barghausen.com 425.251.6222 Dan Balmelli Jack.Pace@tukwilawa.gov 206.431.3686 MOU, Planning Minnie.Dhaliwal@tukwilawa.gov 206.431.3685 SEPA, Planning Minnie Dhaliwal Lindsay.Brown@tukwilawa.gov 206.433.7166 Al.Metzler@tukwilawa.gov 206.971.8718 Kim@kenyondisend.com 425.392.7090 Jinn.Benner@tukwilawa.gov 206.431.3679 C U _ •i C f6 U (6 i N d LL J W Lindsay Brown Al Metzler Jim Benner Dave.McPherson@tukwilawa.gov 206.431.2448 Stormwater, utilities Dave McPherson Lloydspes@gmail.com 206.919.5090 AI.Johannessen@tukwilawa.gov 206.433.7163 d = = W (n CD N 0 J Allen Johannessen 00 00