HIGHLJNE'E WATER DESTWCT
DEVEMDFJEER EX'l'ENSiON CQNTRACST

TillS ('30N'l"i"~l/\C"l' entered into as of this rjd day of igbkwit
fk;fij,__, is
between Highline Water? District, a municipal corporation of King Court
v
.
y, Washington
,                                       i=7 :
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K
("Dlstric2t") and mgggzggx    ( Developern) pursuant to chapter b/.22"-.           __
ROW for the purposes set forth herein.

Developer is the owner of and desires to develop the following described real property
situated in King County, Washington:
,4 :3weages
as sea sewage)? fear warm

("Property").

in the course of the development, the Developer desires to install water mains and
appurtenances (herein referred to as "Developer Extension" or "Extension"), and
connect them to the main lines of the District, all in accordance with plans which have
been reviewed and authorized by the District.

NOW THEREFORE, in consideration of the benefits each party shall derive from
this
Agreement, it is agreed between the District and the Developer
as follows:

1.    The Developer shall construct the Developer Extension in accordance with all
District requirements.   Any variations from the District's standards must be
corrected prior to the District's acceptance of the Developer Extension.

All permits required at any time for prosecution of the
Developer Extension or any
portion thereof, whether or not obtained by the District or Developer shall be at the
Developer's expense, and copies of alt such permits obtained by the Developer
shall be delivered to the District.

FEES

in consideration of services provided by the District in conjunction with this
agreement the Developer shall submit a deposit of $9,000 to the District. Costs
incurred by the District in administering the terms of this agreement shall be
charged against the deposit during the term of the project. District costs shall be
based on the actual time and expenses expended by the District
or its consultant.
The District shall charge Developer for all services performed
by the District which
shall include, but not be limited to, the following:

3.1.     Contract Administration;

3.2.     Engineering;

3.3.     inspections by District Personnel;

HtGHLiNE WATER l3l$""lfl(3'l"
{JEEVEZLCDPER iiiX'i'ENSlON CQNTRACT

3/1.     Revisions of the Contract plans and specifications and work occasioned
by an act of the Deveioper relating thereto;

3.5.     Additional Inspections (County, State, District, Other);

3.6.     Re~inspection of deficient work;

3.7.     Any permit or franchise acquired by the District;

3.8.     Acts by the Deveioper that necessitates the District's Manager, staff or
District consultants such as engineering and iegal to spend time
on the
Developer Extension;

3.9.     Water sampling, testing and water loss;

3.10.    District materials used by the Deveiorier;

3.11.    Miscellaneous expenses and/or costs incurred by the District for the
Developer reiated to the project;
3.12.    Time & Materials (T 8: M) cost of performing tiow testing of the distribution
system.

Unused balances wilt be returned to the Developer within 60 days following nal
acceptance of the Extension by Resolution of the Board of Commissioners. Amounts
due in excess of the initial deposit shall be paid prior to project acceptance. A 10% late
fee will be added to billed amounts not paid within 30 days. After 60 days of non
payment, water service to the property will be locked and a lien for the balance due ptus
interest will be placed on the property.

PLANS

4.   Prior to submitting plans for the District to review, the plans shall have a current
fire marshal's stamp and signature.

5.   All plans and profiles, including major and minor redesigns and changes. as-built
plans, easements and all estimated and final direct total project costs shalt be
certified by a professional engineer (or surveyor for easements) in good standing
and licensed to practice in the State of Washington,

6.   The Devetoper snail, concurrent with delivering the easements, bill of sale and
warranties, deliver to the District a complete and accurate set of as~built pians on
24" x 36" mylar, as well as an AutoCad (District compatible) computer disk of the
as~built plans. The plans shall be in conformance with all District requirements as
provided to the Developer (Standard Plans and Specifications. Checklists, etc).

t-rllGH LFNE WAltrR [)lE'RlCT
BEVELOPER EXTENSECJN (SQNTRACT

iNSURANCE AND BQNDlNG

7.   The  Developer  shall  furnish  a  Performance  Bond  to  the  District  prior  to
construction upon a form approved by the District in an amount equal to 100% of
the engineer's estimated water systems construction costs or $5,000, whichever is
greater. Such bond shall be issued by a surety acceptable to the District. Costs of
such bonds shall be the responsibility of the Developer.

The Developer shall require its Contractors to secure and maintain, during the
term of this contract the following insurance:

83.    General liability insurance for bodily injury and property damage liability,
including without limitation, coverage for explosion, blasting, collapse and
destruction of underground utilities (X,C.U.) and coverage for premises,
operations,  independent  contractors,  products,  contingent  liability,
including products and completed operations and blanket contractual
liability at a combined single limit of at least $2,000,000 per occurrence
with a per project aggregate of $3,000,000, This insurance shall cover the
Developer, the District, the Contractor and all subcontractors for claims or
damages of any nature whatsoever, including, but not limited to bodily
injury, including wrongful death, as well as other claims for property
damage which may arise from operations under this contract, whether
such operations be by themselves or by any subcontractor.

8.2.     Comprehensive automobile liability, bodily injury and property damage
combined single limit of at least $1,000,000.

8.3.     Insurance for claims under worker's compensation (industrial insurance),
disability benefit and other similar employee benefit acts in the State
statutory amount and stop gap liability insurance (employer's contingent
liability) with coverage of at least $i ,000,000 each accident/occurrence.
The Contractor shall have the District specifically added as an additional named
insured in said policies, all at no cost to the District. The Contractor's insurance shall
be designated primary coverage for both indemnity and defense, the District's
insurance shall be excess.

The Developer shall not permit the Contractor to cause any policy to be canceled
or allow any policy to lapse, and all policies shall include a clause to the effect that
neither the policy nor certificate of insurance shall be subject to cancellation or
reduction from the required limits of liability of amounts of insurance
or any other
material change until notice has been mailed to the District stating when, not less
than 30 days thereafter, such cancellation reduction or change shall be effective.

EHCEH LINES VVA'SYS FE QIS'WQKZT
DEEVELQDER EXTENS'SlON CDNTRACT

'l 0.   All certificates of insurance and endorsements authenticated by the proper officers
of the insurer shall state in particular those insured, the extent of the insurance
and the location, character and extent of the work to be performed by the
Contractor or subcontractor and said certificates of insurance and endorsements
shall be delivered to the District.

ii.  The Developer shall post a maintenance bond (attachment A) covering
a period of
two years from the date of acceptance of the Developer Extension. The Bond
shall be in an amount equal to 50% of the water system's construction costs
or
$5,000, whichever is great for the project in order to:

tit.   insure compliance with the District's standards and specifications and the
terms and conditions of this contract.

11.2.    insure the District against any damage to its existing system or the
Developer Extension as a result of the Developer's failure to properly
perform under this contract.

11.3.    insure the District against any damages or ciaims by other agencies or
private ownership.

12.  it the Developer completes the extension(s) and desires service prior to the final
paving of streets within the development, then at the District's option and as a
condition of service, a cash completion or substantial completion bond snail be
deposited with the District in an amount to be determined by the District Engineer.
The amount will be 125% of the cost of work yet to be completed.

CONSTRUCTION

13.  Construction shall be performed on behalf of the Developer by a knowledgeable
and competent contractor in water system construction (herein referred to as
"Contractor") who must be registered in the State of Washington under the
Contractor's Registration Act (Chapter 1827 of the Revised Code of Washington
(RCW)), and insured as set forth herein, If the Developer is acting as its own
contractor, the Developer must be similarly knowledgeable, competent, registered
and insured.

14.  Construction shall be performed in compliance with the District's current "Special
Provisions" and the current APWA/WSDOT Standard Specifications which are
both incorporated herein by this reference. The District shatl provide
a digital copy
of the Special Provisions to the Developer. it shaii be the obligation of the
Deveioper to obtain its own copy of the APWA/WSDOT Standard Specifications.

H iGHLEN l: WATE Ft DlSTRICT
DEVELDPER EXTENSlDN CDNVRACT

Construction shall be performed in compliance with resolutions, ordinances, rules
and requirements of the District and appropriate municipal, county, state and
federal agencies.

16.  The Developer and the Contractor shall not allow any water to flow through mains
or facilities constructed by the Developer unless authorized by the District for
temporary use. Permanent water availability to the Developer Extension through
the existing lines of the District shall not be made until all provisions and
requirements of this contract have been fully complied with and the District has
provided written notice of acceptance to the Developer.

17.  The Developer shall construct all roads and/or easements to the design subagrade
elevation prior to the start of water system installation. The District shall be
advised in writing of any changes in project design that would affect the water
system during construction, It the Developer changes the subngrade elevation of
water system installation areas before or after any road completion, the Developer
shall be responsible for all costs incurred for the reinstallation of the water system
as a result of such change in sub~grade elevation,

ADMINISTRATlVE COMPLlANCE

18.  The Developer Extension shall be complete and accepted within 18 months of the
date the Board of Commissioners adopts its resolution accepting Developer's
application. if the Developer Extension is not completed and accepted within the
18 month time period, the Developer's rights under this Agreement shall cease
and no water services shall be connected to such extension. The District may
consent to the extension of the existing Application or the District may require the
Developer to submit a new application, in either event, the Developer may be
required to pay additional administrative fees and additional legal, engineering,
and inspection costs as determined by the District. The District will make its
determination of whether an extension is warranted, in the District's sole
discretion, based on the projects progression.

19.  in the event repairs, restorations or corrections become
necessary during the two
year maintenance bond period, the Developer upon notification from the District
shall make all repairs, restorations and corrections, at the Developer's sole
expense within five (5) working days. The District may extend the five day period
if, in its sole discretion, conditions warrant such an extension.

20.  The District may require immediate (within 24 hours) action by the Developer, or, it
the situation requires, the District may respond itself to an emergency situation.
The Developer shall reimburse the District within 30 (thirty) days of the date of
an
invoice from the District for its expenditures in making any and all corrections to
the Developer Extension and for restoration of other prOperties
or public rights-ot-
way.

H{GHLiN t: WATE:R D ig'i'RiCT
DEVELOPER EXTENSION CDNTRACT

All easen'ient documents for the Developer Extension shall be delivered to the
District alter construction and prior to acceptance by the District of the Developer
Extension. Easements shall be at least twenty feet in width and centered on the
water lateral except as expressly allowed by the District.  No other lines, mains,
services, buildings, or appurtenances shall encroach within the easement, except
as expressly allowed by the District. Encroachments shail be removed at no cost
to the District. The District's form shall be used for recording of easements.

22.  As a condition of the District's acceptance of a Developer Extension the Developer
shalt execute a Bill of Sale in a form approved by the District that provides for
transfer of title of the wateriines and appurtenances of the Developer Extension
from the Developer to the District.  The Bill of Sale shall include the foilowing
warranties:

22.1.    That Deveioper is the lawful owner of said property, and that it is free from
all encumbrances.

22.2.    That alt bilis for iabor and materials in connection therewith have been
fully paid.
22.3.    That Developer has the right to transfer the same and that it shall warrant
and defend the same against lawful claims and demands of all persons
following the date of acceptance of the Biil of Sale by the District.
22.4.    That Developer conveys and transfers the wateriines and appurtenances
in  the  Developer Extension  to  the  District for the consideration  of
incorporating them into the District's water distribution system.
22.5.    That for a period of two years from the date of acceptance, the Deveioper
Extension remains in good working order and condition acceptabie to the
District, and that the Developer shall repair or replace at its own expense
any work or materiais that may prove to be defective during said two-year
period.

23.  Upon the District's sole determination. and if warranted, at compietion of the
Deveioper Extension, the District and the Developer shall both execute and
acknowtedge a Latecomer's Agreement which shalt be recorded with the King
County Recorder at the Develooer's expense. The Latecomer's Agreement and
procedures are available from the District upon request.

If the Developer anticipates a need for a Latecomer's Agreement, please check
the adjacent box.    Yes Ci

ithiriLiNE WATER [MSTRiCT
DEVELOPER EXTENSIQN CCJNTRACT

24.  No part of the water main extension or related appurtenances
may be constructed
without attending a preuconstruction meeting to be held at the District's office. The
meeting shall be attended by the Developer, Project Contractor and a designated
District representative unless otherwise directed by the District.  The District's
assigned inspector must receive job start notification no fewer than 72 hours in
advance of the beginning of construction.

MISCELLANEOUS

25.  Throughout this contract, unless the contract requires otherwise, words denoting
the singular may be construed as denoting the plural and vice
versa, and words of
one gender may be construed as denoting such other gender as is appropriate.

26.  The laws of the State of Washington shall govern the interpretation and
enforcement of this contract. Any litigation
relating to the performance or non-~
performance of this contract shall be filed in King County Superior Court.

The Developer's rights and obligations arising out of this contract are not
assignable or transferable without the District's express written consent as
conditioned by the District, such consent to be given in the District's sole
discretion.

28.  in the event this contract is referred to or placed in the hands of an attorney for
enforcement of any portion of this contract, or if a lawsuit is instituted with respect
to this contract, the prevailing party shall be entitled to be paid its reasonable
attorneys fees and costs by the other party, including attorneys' fees and costs
incurred in any appeal.

HOLD HARMLESS

29.  The Developer shall indemnify, defend and save the District and its elected and
appointed officials, employees and agents harmless from and against all claims,
losses, demands, payments, suits, actions, costs and judgments of
every nature
and kind brought or recovered against the District by reason of the act
or omission
of the Developer and its contractor(s) and agents in the performance of the
Developer Extension and for any cost or expense incurred by the District in
connection therewith including, but not limited thereto, attorney fees, expert
witness fees and the cost of the services of engineering and other personnel
whose time is reasonably devoted to the preparation and attendance at
depositions, hearings, settiement conferences, trials and appeals. The Developer
shall, at the District's request, furnish satisfactory evidence that all obligations of
the foregoing nature have been paid, discharged,
or waived.

tr'iitj.iriiiilti Wit-"ti "R Uitititt 
DEEEVEEZI..,C)PE., v: EZEXf'l'EiNElCEi (363Ni't3%t3"l"

30.  Prior to the acceptance or" the Extension, the Developer eheii deliver to the District
a written release in a form acceptable to the District of ail hens that might arise out
the peitorrnence oi the work or such other evidence as may he acceptete to the
District that there are no liens against the Extension. If any lien arises or remains
unsatisfied after the acceptance of the Extension, the Developer shall reimburse
the District for any costs and expenses, including attorneys fees and costs
incurred on account of the iien(s).

31.  This contract is made entirety for the benefit of the District and the Developer and
successors and assigns in interest and no third person or party shall have any
rights hereunder whether by agency, as a third party or otherwise.

The originals of the Extension plans and design ("Plans") shall be delivered to the
District in the form required by the District upon compietion of the Plans and shalt
become the property of the District. Neither the Developer nor the Developer's engineer
shaii have any rights of ownership, copyright, trademark or patent in the Plans,

IN WlTNESS WHEREOF the parties have entered into this contract the date first above
written.

HlGHLlNE WATER DISTRICT


General Manager

PO. BOX 3867
Kent, WA 98032
Phone: 2068240375
H
Fax: 2068240806
Of Seattle
Richard Brown, RA.
Project Manager
Aviation Project Management
Group

Seattle-Tacoma international Airport
P. O. Box 68727
Seallie, WA 981680727
Tel: (206) 9885505
Fax: (206) 431-4980
brown.d@portseattle.org

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'
PROJECT LOCATTON: .         19539 28TH AVE 3, SEATTLE. WA 98104

TAX PARCEL N0:              A PORTION OF 0422049225
'
TOTAL SITE AREA:              3.7 AC.

NUMBER OP LOTS:              I

ZONING:                    Avo (AIRPORT USE)

EXISTING USE:                 PORT OF SEATTLE LEARNING CENTER

PROPOSED USE             WAREHOUSE, APPROX. 15 EIIIPOYEEs
ggATER DISTRICT:                HIGHUNE WATER DISTRICT
LEGAL DESCRIPTION (PER KING COUNTY ASSESSOR)
PORDON OF SW QTR NE QTR STR 04*22-04 DAF: BEGINNING AT INTERSECTION OF N
LINE OF SAID SUBDIVISION WITH W LINE OF 28TH AVE S AS SHOWN ON PLAT OF
RICKARD HEIGHTS (VOL 71, PAGE 79) TH ALONG SAID W LINE 501-07-365 537.56 FT
T0 NE CORNER OF TRACT CONVEYED TO ANDREW IZATT ET UX BY DEED UNDER
RECORDING NO 5405421 TH N88~1049W ALONG N LINE OF SAID IZATT TRACT 639.20
FT T0 E LINE OF OLYMPUS HOMES ADDITION (VOL 52. PAGE 34) TH N011304W
ALONG SAID E LINE 0.90 FT TO NE CORNER OF 3ND PLAT TH WLY ALONG N LINE OF
SAID PLAT AND N UNE OF SHAW TERRACE PARK (VOL 62, PAGE 71) AND SAID UNE
EXTENDED TOTAL DISTANCE OF 659.02 FT TO W UNE SAID SW QTR NE OTR TH ALONG
SAID W LINE N011846W 542.70 FT TO N LINE OF SAID SUBDMSION TH ALONG SAID
N LINE $8745O7E T0 POB; EXC PORTION APPROPRIATED FOR 28TH AVENUE S BY
DEGREE ENTERED 17 OCTOBER 2000 IN KING CO SUPERIOR COURT CAUSE NO.
00w2w014287KNT RECORDING NO 20001020000308.


SEA'TAC INTERNATIONAL AIRPORT
3f Seattle
PROJECT:   AV CONSOLIDATED WAREHOUSE, DISTRIBUTION CENTER