MITIGATED DETERMINATION OF NON-SIGNIFICANCE (MDNS) WAC

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MITIGATED DETERMINATION OF NON-SIGNIFICANCE (MDNS) WAC 197-11-970 Project Name: Prologis Park Tacoma Description of proposal: The proposal consists of the construction of up to four office/warehouse buildings totaling approximately 1,746,350 square feet and associated utilities, parking, driveways, and landscaping on an approximate 80.7-acre site. Extension and construction of utilities onsite and offsite includes water (domestic, fire, storm), sanitary sewer, power, natural gas, and other franchise utilities. The existing Tacoma/Fife city limit line along the project s entire 12th St E frontage (between 46th Ave E and 52nd Ave E) will be adjusted northward to avoid impacts to existing residences and businesses, and to allow improvements to be built along 12th St E to be entirely in the City of Fife. A portion of the existing Tacoma/Fife city limit line north and south of 8th St E will be adjusted in conjunction with property line adjustments to account for existing building encroachments such that the building encroachments are entirely in the City of Fife. Additional right-of-way along 8th St E will be acquired and dedicated to the City of Fife to encompass the new street improvements. The proposal includes mitigation measures including, but not limited to, a vegetated berm and fence constructed along the frontage of 12th St E, 8 th and 12 th St E street improvements, Willow Rd sidewalk improvement, 54 th Ave E improvements, SR 509 improvements at Taylor Way and Alexander Ave E, and monetary contributions for a future Pacific Highway/54th Ave E intersection improvement and for City of Fife traffic impact fees. Proponent: Prologis, Inc. Location of proposal, including street address, if any: The majority of the proposal will be on property located between 12 th St E and S.R.509, and between a reference point of approximately 46 th Ave E and 52 nd Ave E in Tacoma, WA, Pierce County (NE & SE quarters of Section 1, T20N, R3E, W.M.). Additional offsite improvements are located on Willow Rd, 8 th and 12 th St E (approximately west of 54 th Ave E), 54 th Ave E, and SR 509 (at Taylor Way and Alexander Ave E) in Fife and Tacoma, WA. Lead agency: The lead agency for this proposal has determined that the project does not have a probable significant adverse impact on the environment. The attached mitigation measures in Attachments A and B have been identified to mitigate probable significant adverse impacts of the proposal. Advisory notes are provided in Attachment C. An environmental impact statement (EIS) is not required under Revised Code of Washington (RCW) 43.21C.030(2)(c). This decision was made after review of a completed environmental checklist and other information on file with the lead agency. The MDNS and Attachments A, B, and C, as well as, additional project and/or State Environmental Policy Act (SEPA) information is available upon request at the s Administration building, located at One Sitcum Plaza, Tacoma, WA 98421 or at the Port s website at http://portoftacoma.com/community/environment/sepa. The lead agency s SEPA policy can be found at http://portoftacoma.granicus.com/metaviewer.php?meta_id=14457.

Attachment A MITIGATION MEASURES Prologis Park Tacoma The probable environmental impacts of this proposal have been documented and are found in the environmental checklist and other information on file with the lead agency. Mitigation measures are permitted under the substantive authority of SEPA in accordance with Port policy. The below conditions have been identified as mitigation measures to mitigate probable significant adverse impacts of the proposal based on the environmental checklist and other information on file with the lead agency: Preserve Cultural Resources. The application proposes construction within the Puyallup Tribe of Indians reservation lands. 1. Cultural resource assessments of on-site and off-site improvement areas have been prepared for the project and submitted to the Puyallup Tribe of Indians. These assessments will inform the cities of Fife and Tacoma s engineering and permit review. The applicant, including all contractors and subcontractors, shall implement the associated inadvertent discovery plan during construction. Adjust Corporate City Limits. The application proposes adjusting northward the existing Tacoma/Fife city limit line along the projects entire 12 th St E frontage (between 46 th Ave E and 52 nd Ave E) to avoid impacts to existing residences and businesses and to allow improvements to be built along 12 th St E to be entirely in Fife and built to Fife standards. A portion of the existing Tacoma/Fife city limit line north and south of 8 th St E will be adjusted in conjunction with property line adjustments to account for existing building encroachments. Additional right-of-way along 8 th St E will be acquired and dedicated to the City of Fife to encompass the new street improvements. 2. The applicant and shall provide all the documents necessary to dedicate the necessary right-of-way to the City of Fife to encompass the 8 th St E improvements, and to support the adjustment of the municipal boundaries between the cities of Fife and Tacoma such that the entire 12th St E road section between 46 th St E and 52 nd St E, and the building encroachments near 8 th St E, are within the City of Fife. 3. The applicant and shall provide all the documents necessary to the cities of Fife and Tacoma addressing municipal engineering design standards, responsibilities for engineering and building plan review, construction inspection, maintenance, easements, general facility charges, and utility rates. Conduct Street Improvements. The application proposes constructing a sidewalk extension on Willow Rd E and widening the project s 12 th St E frontage (between 46 th Ave E and 52 nd Ave E) and 8 th St E west of, and including, a full 54 th Ave E intersection to current City of Fife engineering street standards. In addition, the applicant shall make contributions for other traffic, pedestrian, and emergency response improvements as detailed below. 4. The applicant shall acquire and dedicate to the City of Fife, and other appropriate jurisdictions, any and all rights-of-way necessary to facilitate installation of all 8 th St E and 12 th St E frontage and utility facilities. 5. Conditions 16, 17, and 18 (Attachment B Transportation, Pedestrian, and Emergency Service Improvements) shall be completed by the applicant to the satisfaction of the City of Fife Public Works Director prior to the first certificate of occupancy (COO) being issued for any of the Threshold Determination MDNS Page 3 Proposal Prologis Park Tacoma

buildings. If requested by the Applicant (with sufficient documentation showing safe ingress, egress, and no unmitigated significant adverse traffic impacts), COO s shall be issued for up to two buildings, excluding building(s) along 12th St E, with construction completed for a City of Fife Public Works Director approved phased build-out of Condition 16 (i.e., two traffic lanes) and appropriate bonding for any remaining work to complete the entire Condition 16. (Note: Attachment B contains SEPA conditions which are appealable and have the full force and effect on the permits.) 6. Except for emergency and construction vehicle access, Conditions 16 through 30 (Attachment B Transportation, Pedestrian, and Emergency Service Improvements) shall be completed to the satisfaction of the Public Works Directors (PWDs) of the cities of Fife and Tacoma prior to any vehicular access from the middle or west 12 th St E entrances. Access from the east entrance along 12 th St E will be allowed for any purpose during construction related to Condition 5 above. 7. If the use changes from what is presented in the Updated Transportation Impact Study (TIS) dated April 19, 2016 prepared by Transportation Engineering Northwest (TENW), the applicant shall retain a transportation consultant to conduct a study to determine if there would be any increase in peak hour trips generated by the change in use. The study shall be submitted to the PWDs, who will have the joint authority to require additional transportation improvements proportional to any increase in peak hour trips beyond those projected in the above-referenced TIS. Any mitigation identified by the PWDs through a potential future study would be required to be financially guaranteed prior to building permit issuance associated with the change in use. Install Water Services. The application proposes to connect to the City of Fife municipal water system. The water system has capacity to serve the project subject to the applicant installing and looping the proposed system to municipal engineering standards. 8. The applicant shall facilitate negotiations and provide all necessary information requested by the cities of Fife and Tacoma concerning municipal water service to enable the establishment of an agreement between Tacoma Public Utilities (TPU) Tacoma Water and the City of Fife that will address design, construction, installation, testing, maintenance, easements, and general facility charges and utility billing. Fire suppression and fire hydrants shall be designed, installed, tested, and maintained as required by the agreement and by the Tacoma Fire Department. Install Sewer Services. The application proposes to connect to the City of Fife municipal sewer system. The sewer system has capacity to serve the project subject to the applicant installing the proposed system to meet municipal engineering standards. 9. The applicant shall facilitate negotiations and provide all necessary information requested by the cities of Fife and Tacoma concerning municipal sewer service to enable the establishment of an agreement between the City of Tacoma Environmental Services and the City of Fife that will address design, construction, installation, testing, maintenance, easements, and general facility charges and utility billing. Threshold Determination MDNS Page 4

Erosion Control and Stormwater Facilities. The application proposes construction erosion control measures and stormwater facilities meeting the current Department of Ecology drainage design and erosion control standards. 10. The applicant shall construct stormwater infrastructure for the 8 th St E and 12 th St E improvements as required by the City of Fife as part of the design of the street improvements. 11. The applicant shall design, construct, and maintain onsite stormwater facilities in accordance with the current City of Tacoma Stormwater Management Manual (SWMM) and the Stormwater Management Guidance Manual (SWMGM). The will lead the stormwater review and act in collaboration with the cities of Fife and Tacoma. This will include among others: a. Install and maintain features that protect Wapato Creek and prevent damage to habitat and fisheries. b. Erosion control measures must be in place prior to any clearing, grading, or construction. These control measures must be effective to prevent sediment or sediment laden water from being carried to state waters through Wapato Creek and Fife/Drainage District 23 ditch. c. Stormwater requirements, including flow control, shall be implemented as required by the SWMM and SWMGM. d. Coverage under the National Pollution Discharge Elimination System (NPDES) and State Waste Discharge General Permit for Stormwater Discharges Associated with Construction Activities is required for construction sites which disturb an area of one acre or more and which have or will have a discharge of stormwater to surface water or a storm sewer. An application can be downloaded from Ecology's website at http://www.ecy.wa.gov/programs/wq/stormwater/construction/#app Upgrade Electricity service. The application proposes extending new electrical service to serve the project. 12. The applicant shall apply for electrical service from Tacoma Power. Tacoma Power, in cooperation with the applicant, will design the primary (13.8kV) distribution system within the site. The applicant will install the civil infrastructure to Tacoma Power standards and requirements with minimal disruption service to existing customers. This will include: a. Existing overhead 115kV and 13.8kV power lines within easements onsite shall remain overhead and site development within the easements shall be coordinated with Tacoma Power. b. Existing overhead 12.5kV power lines within the 12th St E right-of-way will be converted to underground lines per Tacoma Power and City of Fife requirements along the project s 12th St E frontage. The applicant will include within their right-of-way improvement design and contract conduit and vault systems required by Tacoma Power. c. Extension of the 13.8kV distribution system from the existing overhead lines onsite shall be designed and installed as an underground system. Threshold Determination MDNS Page 5

Mitigate Noise and Light Emissions. A portion of the proposal is adjacent to residential homes located south across 12 th St E between 46 th Ave E and approximately 49 th Ave E. The applicant s proposal and the below conditions provide measures to mitigate the potential impacts from noise and light from the proposal (trucks, on-site security lighting, utilities, mechanical, HVAC & generator equipment, solid waste facilities, and warehouse operations) as follows: 13. The applicant shall construct and maintain in a healthy condition (in perpetuity to City of Fife standards) a densely landscaped earthen berm and 8-foot tall cedar fence extending the length of the north side of the 12 th St E frontage (with the exceptions of three vehicular access driveways). The width and height shall be based upon final street alignment and grade and will provide a buffer height as depicted on the applicants proposed cross sections that varies between 16 4 to 19 6 (as measured from the 12 th St E final grade pursuant to the applicants November 10, 2015 cross sections A- D). This will include: a. An earthen berm width between approximately 25 11 and 33 8. b. Berm height between approximately 8 4 and 11 6 from the 12 th St E final grade. c. Berm topped with an 8-foot tall non-see through cedar wooden fence (i.e., not split rail). d. Dense landscape screen that provides an aesthetic mix including a variety of deciduous and evergreen trees and shrubs to buffer the impacts on existing residences, businesses, and the future City Center and preserve the aesthetics of a residential neighborhood. 14. The applicant shall install wall pack lights, yard parking lighting, and signage at minimum heights with effective directional shields that prevent light spillage off-site. 15. The applicant s warehouse, manufacturing and trucking operations shall comply with strict enforcement adherence with state noise limitations (WAC 173-60). For adjacent residences, onsite noise shall not exceed 50 dba between 10:00 PM to 7:00 AM; and 60 dba 7:00 AM to 10:00 PM, as detailed by WAC 173-60. This will include: a. Construction shall be limited to 7:00 AM and 6:00 PM weekdays with no construction before 9:00 AM on Saturday and Sundays (start time to include warm-up of machinery/heavy equipment considered part of construction). b. Solid waste & recycling containers shall be setback at least 500-ft from 12 th St E residences. c. Roof-top mechanical equipment on Building A visible from the 12 th St E residences and utilities along south side of building A (including generators) shall be screened. d. Forklifts operating on the site will be equipped with broadband backup beepers to minimize noise impacts. e. The applicant shall install signage and maintain provisions to ensure that no long-term idling of trucks, air brake releases without mufflers, or trucks and/or trailers with operating refrigeration units, are permitted within the parking area along 12 th St E west of the center driveway entrance between 10:00 PM to 7:00 AM. f. Provide electrical connections for refrigeration units at adjacent south-facing loading docks west of the 12 th St center entrance when there are refrigeration units operating in that location. g. All loudspeaker systems shall comply with state noise limitations Threshold Determination MDNS Page 6

Attachment B TRANSPORTATION, PEDESTRIAN, AND EMERGENCY SERVICE IMPROVEMENTS Prologis POT 14 Vehicular traffic is projected to increase per the Updated Transportation Impact Study (TIS) dated April 19, 2016 by Transportation Engineering Northwest (TENW). Response time for emergency services can be impacted by traffic congestion. Currently no bicyclists or pedestrian infrastructure is located on 8 th St E, 12 th Street E, or Willow Rd. The following MDNS Conditions provide mitigation in these categories (numbering is continued from Attachment A): 16. 8th St E to the west of 54th Ave E shall be improved by the applicant to a three-lane section per City of Fife street standards with street illumination, curb, gutter, four-foot planter, sidewalk (north side) and left turn lane and taper on westbound approach. Additional improvements at the 8th St E. and 54th Ave E intersection will include relocating Fife s 8th St E sewer pump station, widening the curb radius and providing additional sidewalks as well as reconstruction of the existing traffic signal and mast arms and utility relocations. The traffic signal will be furnished with a CCTV camera and associated wiring, equipment and controller components to provide a video feed for remote viewing. These additional CCTV provisions are being offered as the developer s contribution to support ITS (Intelligent Transportation System) needs to the Tacoma tide flats. 17. The applicant shall provide Do Not Block Intersection signage at the 54 th Ave E and 4 th St E, and 54 th Ave E and Taylor Way E intersections to the satisfaction of the City of Fife PWD. 18. The applicant shall pay the $16,519.48 pro-rata share contribution fee, as calculated in the April 19, 2016 TIS, to the City of Fife for planned traffic improvements at the intersection of 54th Ave E and Pacific Hwy to improve signalization and traffic flow. Credits against the fees will be in accordance with FMC 20.10.100. 19. Access to the property is proposed at 8th St E and at three locations along 12th St E (at approximately 46th Ave E, 175-lineal feet east of 49th Ave E (aka Wapato St E,) and 52nd Ave E. 20. 12th St E shall be improved by the applicant to a three-lane section per City of Fife street standards with a center two-way left-turn lane, bike lanes both sides, and a sidewalk on the south side of the roadway extending across the projects frontage (from the 46th Ave E westerly driveway entrance to connect with existing improvements near 52nd Ave E). The design will provide for pedestrian safety and emergency vehicle access. 21. As required and approved by the PWDs, applicant shall install a concrete-island, curbs, and signage within the existing right-of-way on 12 th St E at the intersection of Alexander Ave E. 22. 46th Ave E and 12th St E intersection, shall be improved by the applicant with a proposed site access on the north leg of the 46th Ave E and 12th St E intersection. The intersection will be designed with curb bulb-outs and raised/colored concrete-street features that narrow lanes, and signage to prohibit project related semi-trucks and trailers from using 46th Ave E and 12th St E west of 46th Ave E. The intersection will be constructed with input from the Puyallup Tribe of Indians and as approved by the City of Fife PWD. A conceptual plan is included in the proposed SEPA plans. 23. The applicant shall improve the pedestrian crosswalk on southbound approach at the 46th Ave E /Pacific Hwy intersection. 24. The applicant shall install bicycle and accessible pedestrian sidewalk intersection features at the 12 th St E sidewalk intersections of 47 th Ave E; Willow Rd, and 49 th Ave E designed with curbs and street marking features that narrow lanes, and signage to prohibit trucks from using these side streets as approved by the City of Fife PWD. Threshold Determination MDNS Page 7 Proposal Prologis Park Tacoma

25. In-lieu of planting street trees along the south side of 12 th St E, the applicant shall offer to each residential property owner that abuts 12 th St E a standard City of Fife street tree to be selected and planted by the Property owner. 26. The applicant shall install an at-grade sidewalk extensions between 12th St E and Pacific Hwy within existing right-of-way as a pedestrian link on Willow Rd E. 27. The applicant shall coordinate and maintain reasonable pedestrian and vehicle access to the 12 th St E and Willow Rd property owners throughout the course of street improvements and to include acceptable transitions to existing improvements as determined by the Fife City PWD. 28. The applicant is responsible for paying traffic impact fees to City of Fife as calculated per the TIS dated April 19, 2016. Credits against the impact fees will be in accordance with FMC 20.10.100. 29. The applicant shall provide updated signal timing sheets to the City of Tacoma to assist in the optimization of the north and south intersections of Alexander Ave E and SR 509. The applicant shall be responsible for paying any associated City of Tacoma right-of-way work order agreement costs. In lieu of the above signal timing improvement, upon mutual agreement between the City of Tacoma and the applicant, the applicant shall provide a monetary contribution toward a future improvement at this intersection in the amount corresponding to the above improvement. 30. If approved by WSDOT, at the intersection of Taylor Way E and SR 509, the applicant shall provide additional left-turn storage at the westbound left turn pocket on SR 509 to address the deficiencies identified in the above-referenced TIS for the City of Tacoma. In lieu of constructing the improvement, upon mutual agreement between the City of Tacoma and the applicant, the applicant shall provide a monetary contribution toward a future improvement at this intersection in the amount corresponding to the above improvement. Threshold Determination MDNS Page 8

Attachment C ADVISORY NOTES TO APPLICANT Prologis POT 14 The following notes are supplemental information provided by the City of Tacoma, City of Fife, Puyallup Tribe of Indians, and Tacoma Public Utilities that is being provided in conjunction with the SEPA threshold determination as information to the applicant. Because these notes are provided as information only, and are not mitigation measures, they are not subject to the SEPA appeal process. Electric Service 1. Electric service shall be constructed as indicated in the SEPA MDNS Conditions in coordination with Tacoma Public Utilities (Tacoma Power). Applicant is required to complete an Electric Service Application and submit plans and payment to Tacoma Power for application review. Storm and Sanitary Sewers (within City of Tacoma) 2. The proposal shall comply with all applicable requirements contained in the City of Tacoma Stormwater Management Manual (and the Stormwater Management Guidance Manual, as applicable), Side Sewer and Sanitary Sewer Availability Manual, Tacoma Municipal Code 12.08, Tacoma Municipal Code 2.19, Tacoma Municipal Code 10.14, Tacoma Municipal Code 10.22 and the Public Works Design Manual in effect at time of vesting land use actions, building or construction permitting. 3. Any utility construction, relocation, or adjustment costs shall be at the applicant's expense. 4. All stormwater shall be managed in compliance with the City of Tacoma Stormwater Management Manual (SWMM) and the Stormwater Management Guidance Manual, as applicable. 5. Unless determined otherwise, each lot/building shall be independently connected to the City sanitary sewer at the building construction stage. Permits for this work shall be obtained. Multiple units and buildings that are under single ownership and located on a single parcel may use shared private side sewers that connect to the public sanitary sewer. In the event that this development is divided into more than one parcel in the future (whether from platting, boundary line adjustments, lot segregations, or any other land use actions), each new parcel shall have an individual side sewer connection to the public sanitary sewer. This may require re-routing any existing shared side sewers, or constructing new side sewers in order to individually connect each parcel to the public sanitary sewer. A public sanitary sewer extension may also be required in order to individually connect each parcel. Notice of this requirement will be recorded on title of this parcel. 6. An online version of the City of Tacoma Stormwater Management Manual is available at http://www.cityoftacoma.org/stormwater. 7. An online version of the City of Tacoma Side Sewer and Sanitary Sewer Availability Manual is available at http://tacomapermits.org/sanitary-sewer-stormwater-library 8. An online version of the Public Works Design Manual is available at http://tacomapermits.org/right-of-way-traffic-library. Threshold Determination MDNS Page 9 Proposal Prologis Park Tacoma

Streets, Driveways, and Sidewalks 9. Traffic and pedestrian offsite improvements shall be constructed and implemented according to the proposal and as indicated in the SEPA MDNS Conditions. Critical Areas (City of Tacoma) 10. During development permitting, critical areas, including 100-year floodplains, need to be accurately described and evaluated for the site. 11. If buildings are located within a 100-year floodplain, buildings which store materials which would be hazardous in flood waters must have finished floors elevated to 3 feet above Base Flood Elevation (BFE). This required minimum floor elevation (BFE+3 ) is Elevation 19.0 ft NAVD 88 datum. Note that this requirement extends into the X Zone also. Potable and Fire Water 12. Potable and fire water systems shall be constructed as indicated in the SEPA MDNS Conditions. Coordination and agreements (as necessary) are needed with Tacoma Public Utilities (Tacoma Water), City of Fife, and Tacoma Fire Department. Unless determined otherwise through the aforementioned coordination or agreements, the below City of Tacoma advisory notes would be applicable: 13. City of Tacoma ordinance 12.10.045 requires a separate water service and meter for each parcel. 14. Extension of a permanent water main may be constructed by private contract. The applicant of the privately financed project will be responsible for all costs and expenses incurred by Tacoma Water for preparation of plans and specifications, construction inspection, testing, flushing, sampling of the mains, and other related work necessary to complete the new water main construction to Tacoma Water standards and specifications. The engineering charge for the preparation of plans and specifications will be estimated by Tacoma Water. The applicant will be required to pay a deposit in the amount of the estimated cost. The actual costs for the work will be billed against the applicant s deposit. The new mains will be installed by and at the expense of the applicant. The applicant will be required to provide a 20-foot wide easement over the entire length of the water main, fire hydrant, service laterals and meters. The applicant s Professional Land Surveyor shall prepare and submit the legal description of the easement to Tacoma Water for review and processing. Prior to construction, a second deposit in the estimated amount for construction inspection, testing, and sampling will be due to Tacoma Water. Upon completion of the project, the applicant will be either refunded the unused amount of the deposit or billed the cost overrun. Approximate design time is ten weeks. 15. Customer is advised to obtain private utility easements for any property-side water pipes leading from the City meter to the building on any portion(s) existing on adjacent parcels. 16. If fire sprinklering is required, contact the Tacoma Water Permit Counter at (253) 502-8247 for policies related to combination fire/domestic water service connections. 17. The Uniform Plumbing Code requires that a pressure-reducing valve (PRV) be installed on the customer's property side service line if pressure exceeds 80 PSI. Threshold Determination MDNS Page 10

18. New water services will be installed by Tacoma Water after payment of the Service Construction Charge and the Water Main Charge. New meters will be installed by Tacoma Water after payment of the System Development Charge. 19. If a new fire hydrant is required at a location with an existing water main, the hydrant will be installed by Tacoma Water after payment of an installation charge. 20. If existing water facilities need to be relocated or adjusted due to street improvements for this proposal they will be relocated by Tacoma Water at the applicant s expense. 21. Sanitary sewer mains and side-sewers shall maintain a minimum horizontal separation of ten feet from all water mains and water services. When extraordinary circumstances dictate the minimum horizontal separation is not achievable, the methods of protecting water facilities shall be in accordance with the most current State of Washington, Department of Ecology Criteria For Sewage Works Design. Traffic and Emergency Response 22. During preliminary project planning, the City of Fife, City of Tacoma, Puyallup Tribe of Indians, and expressed concerns about existing and project-related traffic and emergency response times because of traffic congestion. Applicant has prepared a traffic impact study and provided appropriate mitigation to compensate probable significant adverse impacts to the satisfaction of the aforementioned entities. Hazardous Materials 23. The Puyallup Tribe of Indians and the public have commented on hazardous materials use, storage, and management on-site. Hazardous materials use, storage, and management shall be in accordance with all environmental requirements and all applicable present and future statutes, regulations, ordinances, rules, codes, judgments, orders or other similar enactments of any governmental authority or agency regulating or relating to health, safety, or environmental conditions. The site shall comply with the Emergency Planning and Community Right to Know Act (EPCRA) and the Tacoma Fire Department Operational Permit every year, as required by the City of Tacoma. The fire department permit process requires the Tacoma Fire Department to inspect the premises annually to ensure operations comply with the International Fire Code and mandatory preventive measures are in place. Cultural Resources 24. Cultural resource assessments have been conducted for all project-related construction activities, including on-site and off-site activities. All ground disturbing construction contractors shall implement the project-specific inadvertent discovery plan and have a copy on-site during construction. Threshold Determination MDNS Page 11

Table 1 Impact & Mitigation Summary* Prologis POT 14 Finding / Impact Category Cultural Resources Adjustments to Property Lines, Rightof-Way, and Fife/Tacoma City Limits Traffic, Transportation, and Emergency Response Impact Description/Location Need for cultural resource assessments and an inadvertent discovery plan for on-site and off-site project improvements. The application proposes adjusting northward the existing Tacoma/Fife city limit line along the projects entire 12th St E frontage (between 46th Ave E and 52nd Ave E) to avoid impacts to existing residences and businesses and to allow improvements to be built along 12th St E to be entirely in Fife and built to Fife standards. A portion of the existing Tacoma/Fife city limit line north and south of 8th St E will be adjusted in conjunction with property line adjustments to account for existing building encroachments. Additional rightof-way along 8th St E will be acquired and dedicated to the City of Fife to encompass the new street improvements. Right-of-way adjustments needed for new improvements. Minimum transportation improvements required for applicant to obtain prior to the first certificate of occupancy (COO) being issued for any of the buildings accessed from 8 th St E. Minimum transportation improvements required prior to any non-emergency or non-construction vehicular access from any 12th St E entrance. Additional traffic impact study required if site use changes from that proposed. Mitigation (MDNS Conditions) 1. Cultural resource assessments of on-site and off-site improvement areas have been prepared for the project and submitted to the Puyallup Tribe of Indians. The applicant shall update the documents as necessary and appropriate based on any additional consultation with the Puyallup Tribe of Indians. These assessments will inform the cities of Fife and Tacoma s engineering and permit review. The applicant, including all contractors and subcontractors, shall implement the associated inadvertent discovery plan during construction. 2. The applicant and shall provide all the documents necessary to dedicate the necessary right-of-way to the City of Fife to encompass the 8th St E improvements, and to support the adjustment of the municipal boundaries between the cities of Fife and Tacoma such that the entire 12th St E road section between 46th St E and 52nd St E, and the building encroachments near 8th St E, are within the City of Fife. 3. The applicant and shall provide all the documents necessary to the cities of Fife and Tacoma addressing municipal engineering design standards, responsibilities for engineering and building plan review, construction inspection, maintenance, easements, general facility charges, and utility rates. 4. The applicant shall acquire and dedicate to the City of Fife, and other appropriate jurisdictions, any and all rights-of-way necessary to facilitate installation of all 8th St E and 12th St E frontage and utility facilities. 5. Conditions 16, 17, and 18 (Attachment B - Transportation, Pedestrian, and Emergency Service Improvements) shall be completed by the applicant to the satisfaction of the City of Fife Public Works Director prior to the first certificate of occupancy (COO) being issued for any of the buildings. If requested by the Applicant (with sufficient documentation showing safe ingress, egress, and no unmitigated significant adverse traffic impacts), COO s shall be issued for up to two buildings, excluding building(s) along 12th St E, with construction completed for a City of Fife Public Works Director approved phased build-out of Condition 16 (i.e., two traffic lanes) and appropriate bonding for any remaining work to complete the entire Condition 16. (Note: Attachment B contains SEPA conditions which are appealable and have the full force and effect on the permits.) 6. Except for emergency and construction vehicle access, Conditions 16 through 30 (Attachment B Transportation, Pedestrian, and Emergency Service Improvements) shall be completed to the satisfaction of the Public Works Directors (PWDs) of the cities of Fife and Tacoma prior to any vehicular access from any 12th St E entrance. Access from the east entrance along 12th St E will be allowed for any purpose during construction related to Condition 5 above. 7. If the use changes from what is presented in the Updated Transportation Impact Study (TIS) dated April 19, 2016 prepared by Transportation Engineering Northwest (TENW), the applicant shall retain a transportation consultant to conduct a study to determine if there would be any increase in peak hour trips generated by the change in use. The study shall be submitted to the PWDs, who will have the joint authority to require additional transportation improvements Threshold Determination MDNS Page 12 Proposal Prologis Park Tacoma

Finding / Impact Category Water Service Sewer Service Erosion Control and Stormwater Facilities Electricity Service Impact Description/Location Agreement needed between Tacoma Public Utilities (TPU) Tacoma Water and the City of Fife to determine water service. Agreement needed between City of Tacoma Environmental Services and the City of Fife to determine water service. 8th St E and 12th St E stormwater infrastructure. On-site stormwater design, construction, and maintenance requirements. On-site and off-site requirements for electrical service design, construction, and maintenance requirements. Mitigation (MDNS Conditions) proportional to any increase in peak hour trips beyond those projected in the above-referenced TIS. Any mitigation identified by the PWDs through a potential future study would be required to be financially guaranteed prior to building permit issuance associated with the change in use. 8. The applicant shall facilitate negotiations and provide all necessary information requested by the cities of Fife and Tacoma concerning municipal water service to enable the establishment of an agreement between Tacoma Public Utilities (TPU) Tacoma Water and the City of Fife that will address design, construction, installation, testing, maintenance, easements, and general facility charges and utility billing. Fire suppression and fire hydrants shall be designed, installed, tested, and maintained as required by the agreement and by the Tacoma Fire Department. 9. The applicant shall facilitate negotiations and provide all necessary information requested by the cities of Fife and Tacoma concerning municipal sewer service to enable the establishment of an agreement between the City of Tacoma Environmental Services and the City of Fife that will address design, construction, installation, testing, maintenance, easements, and general facility charges and utility billing. 10. The applicant shall construct stormwater infrastructure for the 8th St E and 12th St E improvements as required by the City of Fife as part of the design of the street improvements. 11. The applicant shall design, construct, and maintain onsite stormwater facilities in accordance with the current City of Tacoma Stormwater Management Manual (SWMM) and the Port of Tacoma Stormwater Management Guidance Manual (SWMGM). The will lead the stormwater review and act in collaboration with the cities of Fife and Tacoma. This will include among others: a. Install and maintain features that protect Wapato Creek and prevent damage to habitat and fisheries. b. Erosion control measures must be in place prior to any clearing, grading, or construction. These control measures must be effective to prevent sediment or sediment laden water from being carried to state waters through Wapato Creek and Fife/Drainage District 23 ditch. c. Stormwater requirements, including flow control, shall be implemented as required by the SWMM and SWMGM. d. Coverage under the National Pollution Discharge Elimination System (NPDES) and State Waste Discharge General Permit for Stormwater Discharges Associated with Construction Activities is required for construction sites which disturb an area of one acre or more and which have or will have a discharge of stormwater to surface water or a storm sewer. An application can be downloaded from Ecology's website at http://www.ecy.wa.gov/programs/wq/stormwater/construction/#app 12. The applicant shall apply for electrical service from Tacoma Power. Tacoma Power, in cooperation with the applicant, will design the primary (13.8kV) distribution system within the site. The applicant will install the civil infrastructure to Tacoma Power standards and requirements with minimal disruption service to existing customers. This will include: a. Existing overhead 115kV and 13.8kV power lines within easements onsite shall remain overhead and site development within the easements shall be coordinated with Tacoma Power. b. Existing overhead 12.5kV power lines within the 12th St E right-of-way will be converted to underground lines per Tacoma Power and City of Fife requirements along the project s 12th St E frontage. The applicant will include within their right-of-way improvement design and contract conduit and vault systems required by Tacoma Power. Threshold Determination MDNS Page 13

Finding / Impact Category Noise, Light, and Visual Traffic, Transportation, and Emergency Response Impact Description/Location On-site design, construction, and operational requirements to mitigate noise, light, and visual impacts. Improvements needed to 8 th St E and the 8th St E and 54th Ave E intersection for trucks and vehicles. Mitigation (MDNS Conditions) Threshold Determination MDNS Page 14 c. Extension of the 13.8kV distribution system from the existing overhead lines onsite shall be designed and installed as an underground system. 13. The applicant shall construct and maintain in a healthy condition (in perpetuity to City of Fife standards) a densely landscaped earthen berm and 8-foot tall cedar fence extending the length of the north side of the 12th St E frontage (with the exceptions of three vehicular access driveways). The width and height shall be based upon final street alignment and grade and will provide a buffer height as depicted on the applicants proposed cross sections that varies between 16 4 to 19 6 (as measured from the 12th St E final grade pursuant to the applicants November 10, 2015 cross sections A- D). This will include: a. An earthen berm width between approximately 25 11 and 33 8. b. Berm height between approximately 8 4 and 11 6 from the 12th St E final grade. c. Berm topped with an 8-foot tall non-see through cedar wooden fence (i.e., not split rail). d. Dense landscape screen that provides an aesthetic mix including a variety of deciduous and evergreen trees and shrubs to buffer the impacts on existing residences, businesses, and the future City Center and preserve the aesthetics of a residential neighborhood. 14. The applicant shall install wall pack lights, yard parking lighting, and signage at minimum heights with effective directional shields that prevent light spillage off-site. 15. The applicant s warehouse, manufacturing and trucking operations shall comply with strict enforcement adherence with state noise limitations (WAC 173-60). For adjacent residences, onsite noise shall not exceed 50 dba between 10:00 PM to 7:00 AM; and 60 dba 7:00 AM to 10:00 PM, as detailed by WAC 173-60. This will include: a. Construction shall be limited to 7:00 AM and 6:00 PM weekdays with no construction before 9:00 AM on Saturday and Sundays (start time to include warm-up of machinery/heavy equipment considered part of construction). b. Solid waste & recycling containers shall be setback at least 500-ft from 12th St E residences. c. Roof-top mechanical equipment on Building A visible from the 12th St E residences and utilities along south side of building A (including generators) shall be screened. d. Forklifts operating on the site will be equipped with broadband backup beepers to minimize noise impacts. e. The applicant shall install signage and maintain provisions to ensure that no long-term idling of trucks, air brake releases without mufflers, or trucks and/or trailers with operating refrigeration units, are permitted within the parking area along 12th St E west of the center driveway entrance between 10:00 PM to 7:00 AM. f. Provide electrical connections for refrigeration units at adjacent south-facing loading docks west of the 12th St center entrance when there are refrigeration units operating in that location. g. All loudspeaker systems shall comply with state noise limitations. Attachment B Transportation, Pedestrian, and Emergency Improvements 16. 8th St E to the west of 54th Ave E shall be improved by the applicant to a three-lane section per City of Fife street standards with street illumination, curb, gutter, four-foot planter, sidewalk (north side) and left turn lane and taper on westbound approach. Additional improvements at the 8th St E and 54th Ave E intersection will include relocating Fife s 8th St E sewer pump station, widening the curb radius and providing additional sidewalks as well as reconstruction of the existing traffic signal and mast arms and utility relocations. The traffic signal will be furnished

Finding / Impact Category Traffic, Transportation, and Emergency Response Impact Description/Location Traffic blocking concerns at 54th Ave E and 4th St E, and 54th Ave E and Taylor Way E intersections. Increased congestion at the intersection of 54th Ave E and Pacific Hwy. Controlled access to the site to manage traffic entering and exiting the site. Improvements needed to 12 th St E (between 46 th St E and 52 nd St E) for trucks, vehicles, pedestrians, and bicyclists. Improvement needed to discourage trucks from entering 12 th St E from Alexander Ave E. Improvement needed to discourage trucks from heading west on 12 th St E. Pedestrian crosswalk improvement at 46 th Ave E / Pacific Hwy. Bicycle and pedestrian improvements and signage for transitions from 12 th St E to side streets. Landscaping improvements for south side of 12 th St E. Improve pedestrian connection between 12 th St E and Pacific Hwy. Access and disturbance during construction. Project associated traffic impact fees. Increased congestion at SR 509 and Alexander Ave E intersection. Mitigation (MDNS Conditions) with a CCTV camera and associated wiring, equipment and controller components to provide a video feed for remote viewing. These additional CCTV provisions are being offered as the developer s contribution to support ITS (Intelligent Transportation System) needs to the Tacoma tide flats. 17. The applicant shall provide Do Not Block Intersection signage at the 54th Ave E and 4th St E, and 54th Ave E and Taylor Way E intersections to the satisfaction of the City of Fife PWD. 18. The applicant shall pay the $16,519.48 pro-rata share contribution fee, as calculated in the April 19, 2016 TIS, to the City of Fife for planned traffic improvements at the intersection of 54th Ave E and Pacific Hwy to improve signalization and traffic flow. Credits against the fees will be in accordance with FMC 20.10.100. 19. Access to the property is proposed at 8th St E and at three locations along 12th St E (at approximately 46th Ave E, 175-lineal feet east of 49th Ave E (aka Wapato St E,) and 52nd Ave E. 20. 12th St E shall be improved by the applicant to a three-lane section per City of Fife street standards with a center two-way left-turn lane, bike lanes both sides, and a sidewalk on the south side of the roadway extending across the projects frontage (from the 46th Ave E westerly driveway entrance to connect with existing improvements near 52nd Ave E). The design will provide for pedestrian safety and emergency vehicle access. 21. As required and approved by the PWDs, applicant shall install a concrete-island, curbs, and signage within the existing right-of-way on 12th St E at the intersection of Alexander Ave E. 22. 46th Ave E and 12th St E intersection, shall be improved by the applicant with a proposed site access on the north leg of the 46th Ave E and 12th St E intersection. The intersection will be designed with curb bulb-outs and raised/colored concrete-street features that narrow lanes, and signage to prohibit project related semi-trucks and trailers from using 46th Ave E and 12th St E west of 46th Ave E. The intersection will be constructed with input from the Puyallup Tribe of Indians and as approved by the City of Fife PWD. A conceptual plan is included in the proposed SEPA plans. 23. The applicant shall improve the pedestrian crosswalk on southbound approach at the 46th Ave E /Pacific Hwy intersection. 24. The applicant shall install bicycle and accessible pedestrian sidewalk intersection features at the 12th St E sidewalk intersections of 47th Ave E; Willow Rd, and 49th Ave E designed with curbs and street marking features that narrow lanes, and signage to prohibit trucks from using these side streets as approved by the City of Fife PWD. 25. In-lieu of planting street trees along the south side of 12th St E, the applicant shall offer to each residential property owner that abuts 12th St E a standard City of Fife street tree to be selected and planted by the Property owner. 26. The applicant shall install an at-grade sidewalk extensions between 12th St E and Pacific Hwy within existing right-of-way as a pedestrian link on Willow Rd E. 27. The applicant shall coordinate and maintain reasonable pedestrian and vehicle access to the 12th St E and Willow Rd property owners throughout the course of street improvements and to include acceptable transitions to existing improvements as determined by the Fife City PWD. 28. The applicant is responsible for paying traffic impact fees to City of Fife as calculated per the TIS dated April 19, 2016. Credits against the impact fees will be in accordance with FMC 20.10.100. 29. The applicant shall provide updated signal timing sheets to the City of Tacoma to assist in the optimization of the north and south intersections of Alexander Ave E and SR 509. The applicant shall be responsible for paying any associated City of Tacoma right-of-way work order Threshold Determination MDNS Page 15

Finding / Impact Impact Description/Location Category Increased congestion at SR 509 and Taylor Way E. *Provided as a summary only. Mitigation (MDNS Conditions) agreement costs. In lieu of the above signal timing improvement, upon mutual agreement between the City of Tacoma and the applicant, the applicant shall provide a monetary contribution toward a future improvement at this intersection in the amount corresponding to the above improvement. 30. If approved by WSDOT, at the intersection of Taylor Way E and SR 509, the applicant shall provide additional left-turn storage at the westbound left turn pocket on SR 509 to address the deficiencies identified in the above-referenced TIS for the City of Tacoma. In lieu of constructing the improvement, upon mutual agreement between the City of Tacoma and the applicant, the applicant shall provide a monetary contribution toward a future improvement at this intersection in the amount corresponding to the above improvement. Threshold Determination MDNS Page 16