Item No.      ___4f_________
Date of Meeting: October 28, 2014

Resolution No. 1278
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Development Agreement By and Between the City of Des Moines and
Port of Seattle, substantially in the form as attached hereto as
Attachment "A" and incorporated herein by reference, for the
development of the Des Moines Creek Business Park once Draft
Ordinance No. 1606 becomes effective.

ADOPTED BY the City Council of the City of Des Moines,
Washington this 25th day of September,  2014 and signed in
authentication thereof this 25th day of Sep mber, 2 14.




APPROVED AS TO FORM:
Q 91W
City Attorney

ATTEST:
lmx
City Clerk

ATTACHMENT "A" TO RESOLUTION NO. 1278

FIRST ADDENDUM TO THE AMENDED & RESTATED SECOND
DEVELOPMENT AGREEMENT BY AND BETWEEN
THE CITY OF DES MOINES AND THE PORT OF SEATTLE

WHEREAS this First Addendum to the Amended & Restated Second
Development Agreement (hereinafter "First Addendum") is entered into between the
City of Des Moines (hereafter "City") and the Port of Seattle (hereafter "Port") in
connection with the real property described herein (hereinafter referred to as the
"Property"), and development of the Property by its assigns for the purposes and on the
terms and conditions set forth herein; and

WHEREAS the City and the Port entered into the Amended & Restated
Second Development Agreement By & Between the City of Des Moines and Port of
Seattle (hereinafter the "Second Development Agreement") in connection with the
Development of the Des Moines Creek Business Park (hereinafter the "DMCBP")
property on June 10, 2014; and

WHEREAS the following sections of the Second Development Agreement are
superseded by this First Addendum for purposes of this Agreement:

(1)   SECTION 12.      DRAINAGE      REQUIREMENTS      AND
INFRASTRUCTURE.  Subsections 12.1, General, and 12.2, Detention Tracts,
amended.

(2)   SECTION13.      ENVIRONMENTALLY   CRITICAL   AREAS.
Subsection 13.5, Tracts, amended.

WHEREAS, the City Council adopted Resolution 1252 on February 20, 2014,
which proposed to expedite the review and approval of plans to develop the DMCBP;
and

WHEREAS, the Port's lease negotiations with its developer have identified the
need for some clarification and changes to the Second Development Agreement
regarding the transfer of stormwater detention tracts and the management of identified
environmentally critical areas; and

WHEREAS, the City and the Port now enter into this First Addendum to clarify
the terms and conditions for the transfer of stormwater detention tracts when completed
and management of environmentally critical areas;

NOW, THEREFORE, the City and the Port agree to amend Section 12,
Drainage Requirements and Infrastructure, and Section 13, Environmentally Critical
Areas, as follows:

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I. SECTION 12. DRAINAGE REQUIREMENTS AND INFRASTRUCTURE

The following sections are amended to read as follows:

12.1  General.  The Port shall provide stormwater facilities to address surface
water runoff created as the result of development of the Property.  All stormwater
facilities shall be located in separate public tracts. The stormwater facilities will be built
by the Port, and, upon completion, deeded to the City for long-term ownership and
maintenance.

12.2  Detention Tracts.  Pursuant to DMMC 17.35.1130, the two proposed
detention facilities are to be located within separate tracts (Tracts A and B) as part of
the DMCBP Short Plat. Tracts A and B are to be deeded to the City upon completion of
the facility on each respective Tract, whereupon the City shall assume all maintenance
and ownership responsibilities. A private access easement to the detention tracts shall
also be provided to allow access to the facilities for water quality testing that may be
required in order to meet any issued industrial NPDES permits.  Prior to City
acceptance of the detention facilities, the Port will provide the City with an operations
and maintenance manual for the care of the facilities, including any special instructions
for maintaining any protective netting or plantings required to satisfy FAA regulations.

II. SECTION 13. ENVIRONMENTALLY CRITICAL AREAS

The following section is amended to read as follows:

13.5   Tracts.  The Port agrees to place the wetlands and corresponding
buffers, streams buffers, and ravine sidewalls and corresponding buffer into separate
tract (Tracts X, Y, and Z) as part of the DMCBP Short Plat (the "Environmentally Critical
Area Tracts").  The City and the Port agree that the Port will retain ownership of
Environmentally Critical Area Tracts X, Y and Z in accordance with DMMC 17.35.190
(2) as amended by Ordinance No. 1606, and that the Port shall retain all maintenance
and other ownership responsibilities of such tracts through their ground leases with the
Developer which require that the tracts be managed in accordance will all applicable
federal, state and City environmental and critical area regulations.

III. Entire Understanding, Modification, and Authority

A.   Modification. This First Addendum may be amended or modified only
by mutual agreement of the parties expressed in writing.

B.   Jurisdictional Authority.  This First Addendum is specific to the
Project and is not intended to transfer any degree of jurisdictional authority held by one
party to the other party, nor is it to be misconstrued as recognition of jurisdictional
authority which either party may duly claim.
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Vl. Effective Date

This First Addendum must be approved by the City Council of the City of Des
Moines and the Port Commission of the Port of Seattle and shall become effective on
the date of final signature below.

CITY OF DES MOINES



taken  at  an  open  public  meeting  on
September 25, 2014.

APPROVED AS TO FORM
(gig  3
Pat Bosmans, City Attorney
City of Des Moines
Date: September 26, 2014

PORT OF SEATTLE


Chief Executive Officer
,
Date:
At the direction of the Port Commission of the
Port of Seattle taken at an open public meeting on

APPROVED AS TO FORM

Soojin E. Kim
Senior Port Counsel
Port of Seattle
Date:


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