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Snohomish County Conservation Futures Interlocal Agreement for Civic Field Amendment 3of EUA10 ',tr. i 3aa CONTRACT ROUTING FORM No. (City Clerk Use Only) Z Originator: Carrie Hite Routed by: Cynthia Cruz, P&R O Department/Division: Parks & Recreation Date: 04/20/2016 a Name of Consultant/Contractor: Snohomish County Conservation Futures u)i CONTRACT TITLE: W Amendment 3 to the ILA with Sno Co re: Civic Field c Type of Contract: F1(GR) Grants (1) Intergovernmental Agreement (L) Lease Agreement n {5} Purchase of Services �W) Public Works (0) Other Z W Z Bid/RFP Number: O U Effective Date: Completion Date: H L) Has the original City contract boilerplate language been modified? Oyes No If yes, specify which sections have been modified: pDescription U of Services: Total Amount of Contract: Amount: J Budget # Q Amount: I-- Budget # 0 QBudget # Amount: U Q Z Are there sufficient funds in the current budget to cover this contract Z Remarks: Authorization Level: Mayor W 1. Project Manager 2. Risk Management/Budget Z 3. City Attorney 4. Consultant/Contractor to 5.Other Budget # Budget # Budget # ? Yes © No []6. City Council Approval Date (if applicable) 0 7. Mayor ❑ 8. City Clerk Amount: Amount: Amount: AMENDMENT NO. 3 TO INTERLOCAL COOPERATION AGREEMENT BETWEEN SNOHOMISH COUNTY AND THE CITY OF EDMONDS, WASHINGTON CONCERNING ACQUISTION OF PROPERTY WITH SNOHOMISH COUNTY CONSERVATION FUTURES FUNDING THIS AMENDMENT NO. 3 to that certain Interlocal Agreement between Snohomish County and the City of Edmonds, Washington concerning acquisition of property with Snohomish County Conservation Futures Funding (the "Agreement") dated March 12, 2014, and amended by Amendment No. 1 on October 28, 2015 and Amendment No. 2 on March 16, 2016, is made by and between Snohomish County, a political subdivision of the State of Washington (the "County"), and the City of Edmonds, a municipal corporation of the State of Washington (the "City"). NOW, THEREFORE, for and in consideration of the mutual benefits conferred on both parties, the parties agree to AMENDMENT NO. 3 as follows: 1. Section 1 of the Agreement is hereby amended to read in its entirety as follows: 1. identification of Property: The Property is located in the City of Edmonds, Washington and is generally legally described as follows: LOTS 1 THROUGH 20, BLOCK 99; ALL OF BLOCK 100; LOTS 21 THROUGH 40, BLOCK 101, PLAT OF THE CITY OF EDMONDS, INCLUDING 15 FOOT WIDE VACATED ALLEY IN BLOCK 100, VACATED RIGHT OF WAY OF SPRAGUE STREET AND EDMONDS STREET EXCEPT THE FOLLOWING DESCRIBED PARCEL: BEGINNING AT THE NORTHWEST CORNER OF LOT 40, OF SAID BLOCK 101; THENCE SOUTH 01 °15'06" WEST, ALONG THE EASTERLY RIGHT OF WAY MARGIN OF 6TH AVENUE NORTH, A DISTANCE OF 464.49 FEET TO THE SOUTHERLY RIGHT OF WAY LINE OF VACATED EDMONDS STREET; THENCE SOUTH 88043'50 EAST, ALONG THE SOUTHERLY LINE OF SAID VACATED STREET A DISTANCE OF 176.96 FEET: THENCE NORTH 0101606" EAST, A DISTANCE OF 464.61 FEET TO THE NORTH LINE OF LOT 35, BLOCK 101; THENCE NORTH 88046'13" WEST, ALONG NORTH LINE OF SAID LOT 35, A DISTANCE OF 176.96 FEET TO THE POINT OF BEGINNING. 7 9_s 7- ALL LYING WITHIN SECTION 24, TOWNSHIP 27 NORTH, RANGE 3 EAST, WILLAMETTE MERIDIAN, SNOHOMISH COUNTY, WASHINGTON. CONTAINING 262,421.83 SQUARE FEET OR 6.024 ACRES MORE OR LESS. SITUATE IN THE COUNTY OF SNOHOMISH, STATE OF WASHINGTON. EXCEPT AS EXPRESSLY MODIFIED IN THIS AMENDMENT NO. 3, ALL TERMS AND CONDITIONS OF THE AGREEMENT AND AMENDMENT NO. 1 AND AMENDMENT NO. 2 SHALL REMAIN IN FULL FORCE AND EFFECT. In witness whereof, the parties hereby execute this Amendment No. 3 to the Agreement. "COUNTY" SNOHOMISH COUNTY Marcia Isenberg I puty Executive ave Somers, ExecktIve Date Signed: 1011 I L2 Approved as to form only: r Deputy Proses ng Attor Date COUNCIL USE ONLY Eed: d^/// -21 "CITY" CITY OF EDMONDS By: I - David O. Earling, Mayor Date Signed: 2 AMENDMENT NO. 2 TO INTERLOCAL COOPERATION AGREEMENT BETWEEN SNOHOMISH COUNTY AND THE CITY OF EDMONDS, WASHINGTON CONCERNING ACQUISTION OF PROPERTY WITH SNOHOMISH COUNTY CONSERVATION FUTURES FUNDING THIS AMENDMENT NO. 2 to that certain Interlocal Agreement between Snohomish County and the City of Edmonds, Washington concerning acquisition of property with Snohomish County Conservation Futures Funding (the "Agreement") dated March 12, 2014, and Amended -by Amendment No. 1 on October 28, 2015, is made by and between Snohomish County, a political subdivision of the State of Washington (the "County"), and the City of Edmonds, a municipal corporation of the State of Washington (the "City"). NOW, THEREFORE, for and in consideration of the mutual benefits conferred on both parties, the parties agree to AMENDMENT NO. 2 as follows: 1. Section 1 of the Agreement is hereby amended to read in its entirety as follows: 1. Identification of Property: The Property is located in the City of Edmonds, Washington and is generally legally described as follows: LOTS 1 THROUGH 20, BLOCK 99; ALL OF BLOCK 100; AND LOTS 21 THROUGH 40, BLOCK 101, PLAT OF THE CITY OF EDMONDS, ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 2 OF PLATS, PAGE 39, RECORDS OF SNOHOMISH COUNTY, WASHINGTON, INCLUDING VACATED SPRAGUE AND EDMONDS STREET EXCEPT THE FOLLOWING DESCRIBED PARCEL: BEGINNING AT THE NORTHWEST CORNER OF LOT 40, OF SAID BLOCK 101; THENCE SOUTH 01'15'06" WEST, ALONG THE EASTERLY RIGHT OF WAY MARGIN OF 6TH AVENUE NORTH, A DISTANCE OF 464.49 FEET TO THE SOUTHERLY RIGHT OF WAY LINE OF VACATED EDMONDS STREET; THENCE SOUTH 88043'50 EAST, ALONG THE SOUTHERLY LINE OF SAID VACATED STREET A DISTANCE OF 157.60 FEET: THENCE NORTH 01015'06" EAST, A DISTANCE OF 464.59 FEET TO THE NORTH LINE OF LOT 35, BLOCK 101; THENCE NORTH 88046'13" WEST, ALONG NORTH LINE OF SAID LOT 35, A DISTANCE OF 157.60 FEET TO THE POINT OF BEGINNING. 1 ALL LYING WITHIN SECTION 24, TOWNSHIP 27 NORTH, RANGE 3 EAST, WILLAMETTE MERIDIAN, SNOHOMISH COUNTY, WASHINGTON. CONTAINING 271,415.76 SQUARE FEET OR 6.231 ACRES MORE OR LESS. SITUATE IN THE COUNTY OF SNOHOMISH, STATE OF WASHINGTON. 2. Section 5.2 of the Agreement is hereby amended to read in its entirety as follows: 5.2 Immediately following acquisition of the Property, execute and record an instrument conveying a Conservation Easement for the Property to the County in substantially the form of attached hereto as Exhibit A (the "Conservation Easement"). EXCEPT AS EXPRESSLY MODIFIED IN THIS AMENDMENT NO. 1, ALL TERMS AND CONDITIONS OF THE AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT. In witness whereof, the parties hereby execute this Amendment No. 2 to the Agreement. "COUNTY" SNOHOMISH COUNTY Marcia Isenberg Fxecutive I Dave Somers, Execut�i ti Date Signed: �311 / could`_H_- USE. ONLY Approved as to form only: Deputy "CITY" CITY OF EDMONDS By: J6.4. , ' David O. Earling, Mayor Date Signed: i• Exhibit A Conservation Easement After Recording Return to: Assistant Clerk Snohomish County Council 3000 Rockefeller Avenue MS 609 Everett, WA 98201 Document Title: Grant of Conservation Easement Reference Numbers: Grantor: City of Edmonds, a municipal corporation of the State of Washington Grantee: Snohomish County, a political subdivision of the State of Washington Abbreviated Legal Description: Lots 1-20, BI 99; all BI 100, Lots 21-40, BI 101, City of Edmonds TGW vacated streets and Except Ptn 24-27-03 Additional legal on page 15 Assessor's Property Tax Parcel No.: Ptn. 00434209900100, 00434210000000 and 00434210102100 GRANT OF CONSERVATION EASEMENT This grant of a perpetual CONSERVATION EASEMENT (hereinafter "Conservation Easement") is made this day of , 2016, by the City of Edmonds, a municipal corporation of the State of Washington (hereinafter "Grantor"), to Snohomish County, a political subdivision of the State of Washington (hereinafter "Grantee" or "County"), in perpetuity as holder of the Conservation Easement pursuant to RCW 64.04.130. RECITALS A. Grantor is the sole owner in fee simple of the property legally described on Exhibit A, which is attached hereto and incorporated herein by reference (the "Protected Property"), which consists of approximately 6.231 acres of land, located on portions of tax parcel(s) 00434209900100, 00434210000000 and 00434210102100 Snohomish County, Washington; and B. Grantor warrants that Grantor has good legal title to the Protected Property, as well as the right to convey this Conservation Easement, and that the Protected Property is free and clear of any encumbrances except those general exceptions contained in the title policy and any special exceptions shown on the Preliminary Commitment that are accepted by the Grantee; and C. Grantor warrants that Grantor has no actual knowledge of a release or threatened release of hazardous substances or waste on the Protected Property; and D. The Protected Property possesses significant long-term natural and open space values ("Conservation Values") of great importance to the people of Snohomish County for passive recreation; and E. This Conservation Easement is authorized by RCW 64.04.130, the provision of state law governing conservation easements; and 3 F. The Grantor and the Grantee intend and have the common purpose of retaining the Protected Property for open space and passive recreation by placing restrictions on the use of the Protected Property, which shall continue as a servitude running with the land, and authorizing Grantee to monitor and enforce such restrictions, as described herein; and G. To document the present condition of the Protected Property so that Grantee or its assigns are able to monitor future uses and assure compliance with the terms of this Conservation Easement, Grantee has, at its expense, prepared baseline data consisting of photographs and other documentation summarized in Exhibit B and incorporated herein by reference as though set forth in full (the "Baseline Documentation") that the parties agree provide an accurate representation of the Protected Property as of the date of this Conservation Easement; and H. Snohomish County, as the Grantee of this Conservation Easement, is a qualified holder of conservation easements under RCW 64.04.130; and I. This Conservation Easement is being purchased with funds provided, in part, by the County's Conservation Futures Program pursuant to RCW 84.34.200, RCW 84.34.210, RCW 84.34.220 and chapter 4.14 SCC, which authorizes Snohomish County to purchase conservation easements for the purpose of protecting open space and timber land through restrictions on incompatible uses of the land; NOW, THEREFORE, for and in consideration of the above recitals and the mutual covenants, terms, conditions, and restrictions contained herein and in payment of one dollar ($1.00) and other valuable consideration by Grantee, the receipt of which is hereby acknowledged by Grantor, and pursuant to the laws of the State of Washington, including chapters 64.04 and 84.34 of the Revised Code of Washington, the parties agree as follows: I. Grant. Grantor hereby grants to the Grantee a perpetual Conservation Easement over, under, across and through the Protected Property, as described in Exhibit A attached hereto, to protect, preserve, maintain, improve, restore, limit future use of or otherwise conserve the Protected Property as open space pursuant to chapter 84.34 RCW. II. Purpose, The purpose of this Conservation Easement is to assure that the Protected Property will be retained forever in its natural and open space condition and to prevent any use of the Protected Property that will significantly impair or interfere with the Conservation Values. Grantor intends that this Conservation Easement will confine the use of, or activity on, the Protected Property to such uses and activities that are consistent with this purpose. This statement of purpose is intended as a substantive provision of the Conservation Easement. Any ambiguity or uncertainty regarding the application of the provisions of this Conservation Easement will be resolved so as to further this purpose. III. Rights of the Grantee. Grantor hereby conveys to the Grantee all rights necessary to accomplish the purpose of this Conservation Easement, including, without limitation, the following: A. The right to protect, conserve, maintain, improve and restore the Conservation Values of the Protected Property; B. The right to enter the Protected Property or allow Grantee's invitees or licensees to enter, at a reasonable time and upon prior written notice to the Grantor, for the 4 following purposes (i) to make general inspection of the Protected Property to monitor compliance with this Conservation Easement; (ii) to protect, preserve, maintain, improve and restore the Conservation Values of the Protected Property; and (iii) to mitigate or terminate any violation or otherwise enforce the provisions of this Conservation Easement. C. The right to enjoin any use of, or activity on, the Protected Property that is inconsistent with the purpose of this Conservation Easement, including trespasses by members of the public, and to require the restoration of such area or features of the Protected Property as may be damaged by uses or activities inconsistent with the provisions of this Conservation Easement, all in accordance with Section XI. D. The right to enforce the terms of this Conservation Easement, consistent with Section XI. E. The right to place a sign on the Protected Property which acknowledges this Conservation Easement, any conditions on access, and any funding contribution to the acquisition of the Conservation Easement. The foregoing are rights, not obligations, and shall not create any third party rights of enforcement. IV. Permitted Uses and Activities. A. Grantor reserves to itself, and to its successors and assigns all rights accruing from its ownership of the Protected Property, including the right to engage in or permit or invite others to engage in all uses of the Protected Property that are not prohibited herein and are not inconsistent with the purpose of this Conservation Easement. In the event Grantor plans to undertake actions that could be inconsistent with the purpose of this Conservation Easement, Grantor shall provide Grantee written notice of such intent not less than sixty (60) days prior to the date Grantor intends to undertake the activity in question. The notice shall describe the nature, scope, design, location, timetable, and any other material aspect of the proposed activity in sufficient detail to permit Grantee to make an informed judgment as to its consistency with the purpose of this Conservation Easement. Grantee shall grant or withhold its approval in writing within sixty (60) days of receipt of Grantor's notice. Grantee's approval may be withheld only upon a reasonable determination by Grantee that the action proposed would be inconsistent with the purpose of this Conservation Easement. B. Any improvements to the Protected Property shall be limited to those which are passive in nature and meet the requirements and intent of RCW 84.34.200-220. Passive improvements include, but are not limited to, trails, interpretive centers, viewpoints, picnicking facilities, access, restrooms, playgrounds and restoration projects. Active recreational improvements are prohibited. Such improvements include, but are not limited to, use by motorized vehicles, swimming pools, and recreation centers. Grantor retains the right to continue any existing open space use of the land, and to develop other open space uses consistent with the provisions herein. 5 C. Nothing herein precludes the Grantor from demolishing, removing, and remediating existing improvements on the property as of the date of this Conservation Easement. V. Prohibited Uses and Activities. Neither Grantor nor its licensees or invitees shall use the Protected Property for any activity or purpose that is inconsistent with the purpose of this Easement. Without limiting the generality of the foregoing, the following activities are expressly prohibited in the Protected Property: A. The placement or construction of any buildings, structures, improvements or equipment of any kind except as permitted in subsection IV. B; B. The continuation, creation, expansion or intensification of any use or activity that is contrary to the purpose of this Conservation Easement or prohibited in this section; C. Mining or extraction of soil, sand, gravel, oil, natural gas or other mineral; D. Dumping or accumulation of trash or refuse; E. The use of motorized vehicles except for those necessary to conduct the uses permitted under this Conservation Easement; and F. Any construction, expansion, repair or other development activity that would result in more than ten percent (10%) of the area of the Protected Property being covered with impervious surfaces, including, without limitation, asphalt, concrete, gravel, buildings, or ponds; provided that natural grass and accessible pathway surfaces shall not be considered an impervious surface for the purposes of this easement. VI. Transfer of Property. The Grantor agrees to: A. Incorporate the terms of this Conservation Easement by reference in any deed or other legal instrument by which it divests itself of any interest in all or a portion of the Protected Property, including, without limitation, leasehold interests. B. Describe the Conservation Easement in and append it to any contract for the transfer of any interest in the Protected Property. C. Give written notice to the Grantee of the transfer of any interest in all or any portion of the Protected Property no later than forty five (45) days prior to the date of such transfer. Such notice to the Grantee shall include the name, address and telephone number of the prospective transferee or the prospective transferee's representative. The failure of the Grantor to perform any act required by this subsection shall not impair the validity of this Conservation Easement or limit its enforceability. Vll. Extinguishment. This Conservation Easement may be terminated or extinguished, whether in whole or in part, only under one or more of the following circumstances: 0 A. By judicial determination, by a court having jurisdiction over the Conservation Easement, those circumstances have rendered the purpose of this Conservation Easement impossible to achieve. B. In the event all or any of the Protected Property is taken by exercise of the power of eminent domain or acquired in lieu of condemnation, whether by public, corporate or other authority, except by the parties hereto. Vlll. Proceeds. In the event of termination or extinguishment of this Conservation Easement, Grantee shall be compensated by Grantor for the fair market value of its interest in the Protected Property as determined by either a real estate appraiser licensed by the State of Washington or a court of competent jurisdiction. IX. Transfer or Assi nment of the Conservation Easement. This Conservation Easement is transferable, but Grantee may assign its rights under this Conservation Easement only to an agency or organization that is authorized to acquire and hold conservation easements under RCW 64.04.130 or RCW 84.34.250, or otherwise qualified at the time of transfer under §170(h) of the Internal Revenue Code of 1986. As a condition of such transfer, Grantee shall require that the transferee exercise its rights under the assignment consistent with the purpose of this Conservation Easement. X. Costs and Liabilities. Grantor retains all responsibilities and shall bear all costs and liabilities of any kind related to ownership, operation, upkeep, and maintenance of the Protected Property. A. Taxes. Grantor shall continue to be solely responsible for payment of all taxes and assessments levied against the Protected Property. B. Attorneys' fees and costs for enforcement. If the Grantee commences and successfully prosecutes an enforcement action pursuant to Section XI below, the Grantor shall pay all reasonable costs and expenses associated with the enforcement action, including but not limited to, reasonable attorneys' fees. Xl. Enforcement & Monitoring. Grantee shall have the authority to enforce the terms of this Conservation Easement. To exercise this authority and thereby further the purpose of this Conservation Easement, the Grantee shall have the following rights under this Conservation Easement, which are subject to the stated limitations: A. Entry onto Protected Property with Reasonable Notice. If the Grantee has reason to believe that a violation of the terms of this Conservation Easement has occurred or is occurring, the Grantee shall have the right to enter the Protected Property, provided that reasonable advance notice is given to the Grantor, for the purpose of inspecting it for violations of any requirement set forth in this Conservation Easement. Additionally, the Grantee shall have the right to enter the Protected Property at least once a year, at a mutually agreed time, for purposes of inspection and compliance monitoring regardless of whether Grantee has reason to believe that a violation of this Conservation Easement exists. B. Enforcement Mechanisms and Remedial Measures. If the Grantee finds what it believes to be a violation of this Conservation Easement, it may, at its discretion, rA use any available legal or equitable remedy to secure compliance, including but not limited to seeking injunctive relief and/or specific performance requiring the Grantor to cease and desist all activity in violation of the terms of this Conservation Easement and to return the Protected Property to its condition prior to any violation(s). Except when an imminent violation could irreversibly diminish or impair the Conservation Values of the Protected Property, the Grantee shall give the Grantor written notice of the violation and thirty (30) days in which to take corrective action prior to commencing any legal action. The failure of Grantee to discover a violation or to take immediate legal action shall not bar it from doing so at a later time or constitute a waiver of its rights. Grantee may use the Baseline Documentation as a basis for enforcing the provisions of this Conservation Easement, but is not limited to the use of the Baseline Documentation to show a change of conditions. C. Emergency Enforcement. If Grantee, in its sole discretion, determines that circumstances require immediate action to prevent or mitigate significant damages to the Conservation Values of the Protected Property, Grantee may pursue its remedies under this section without prior notice to Grantor or without waiting for the period provided for cure to expire. D. Scope of Relief. Grantee's rights under this section apply equally in the event of either actual or threatened violations of the terms of this Conservation Easement. Grantor agrees that the Grantee's remedies at law for any violation of the terms of this Conservation Easement are inadequate and that Grantee shall be entitled to the injunctive relief described in this section, both prohibitive and mandatory, in addition to such other relief to which Grantee may be entitled, including specific performance of the terms of this Conservation Easement, without the necessity of proving either actual damages or the inadequacy of otherwise available legal remedies. Grantee's remedies described in this section shall be cumulative and shall be in addition to all remedies now or hereafter existing at law or in equity. E. Costs of Enforcement. In the event Grantee must enforce the terms of this Conservation Easement, any costs of restoration necessitated by acts or omissions of Grantor, its agents, employees, contractors, invitees or licensees in violation of the terms of this Conservation Easement and Grantee's reasonable enforcement expenses, including reasonable attorneys' and consultants' fees and costs, shall be borne by Grantor, its successors or assigns. F. Waiver of Defenses. Grantor acknowledges it has carefully reviewed this Conservation Easement and has consulted or had the opportunity to consult with counsel of its terms and requirements. In full knowledge of the provisions of this Conservation Easement, Grantor hereby waives any claim or defense it may have against Grantee or its successors or assigns under or pertaining to this Conservation Easement based upon waiver, laches, estoppel or prescription. G. Acts Beyond Grantor's Control. Nothing contained in this Conservation Easement shall be construed to entitle the Grantee to bring any action against Grantor to abate, correct or restore any condition in the Protected Property or to recover damages for any injury to or change in the Protected Property resulting from causes beyond Grantor's control, including fire, flood, storm, and earth movement or the like. 0 XII. Hold Harmless_ Grantor hereby agrees to release and hold harmless, indemnify and defend Grantee, its officers, elected and appointed officials, employees and agents (collectively "Indemnified Parties") from all liabilities, penalties, costs, losses, damages, expenses, causes of action, claims, demands or judgments, including, without limitation, reasonable attorneys' and consultants' fees arising from or in any way connected with: A. Injury to or the death of any person, or physical damage to any property, resulting from any act, omission, condition or other matter related to or occurring on or about the Protected Property that is not a consequence of an activity of the Indemnified Parties undertaken under the rights granted to Grantee under this Conservation Easement; B. Violations or alleged violations of, or other failure to comply with, any federal, state or local law or regulation relating to pollutants or hazardous, toxic or dangerous substances or materials, including without limitation CERCLA (42 U.S.C. 9601 et seq.) and MTCA (ch. 70.105D RCW), by any person other than any of the Indemnified Parties, in any way affecting, involving or relating to the Protected Property, unless such violations or alleged violations are due to the sole acts or omissions of any of the Indemnified Parties on the Protected Property; C. The presence or release in, on, from or about the Protected Property, at any time, of any substance now or hereafter defined, listed or otherwise classified pursuant to any federal, state or local law, regulation or requirement of any substance hazardous, toxic or dangerous to the air, water or soil, or in any way harmful or threatening to human health or the environment, unless caused solely by any of the Indemnified Parties. XIII. Recordation. Grantee shall record this instrument in the Office of the Snohomish County Auditor and may re-record it at any time. XIV. Notices. Any notice, demand, request, consent, approval, or communication that any party desires or is required to give to another party under the terms of this Conservation Easement shall be in writing and either served at or mailed to: Grantee: Snohomish County County Executive Office 3000 Rockefeller Avenue, M/S #407 Everett, WA 98201 Grantor(s): City of Edmonds Office of the Mayor 700 Main Street Edmonds, WA 98020 or to such other address as any party from time to time shall designate by written notice to others. 9 XV. General Provisions. A. Amendment. If circumstances arise under which an amendment to this Conservation Easement would be appropriate, the Grantor and Grantee may jointly amend this Conservation Easement by a written instrument to be recorded with the Snohomish County Auditor, provided that such an amendment does not diminish the effectiveness of this Conservation Easement in carrying out its purpose to permanently preserve and protect in perpetuity the Conservation Values of the Protected Property. R Controlling Law. The interpretation or performance of this Conservation Easement shall be governed by the laws of the State of Washington and the Laws of the United States. Any legal proceeding regarding this Conservation Easement shall be initiated in Snohomish County Superior Court. C. Interpretation. This Conservation Easement shall be interpreted to resolve any ambiguities and questions of the validity of specific provisions to give maximum effect to its preservation purpose, as stated in Section II, above. If the Grantor has any doubt concerning the Conservation Easement, covenants, conditions, limitations or restrictions herein contained with respect to any particular use of the said Protected Property, it may submit a written request to the Grantee for consideration and approval of such use. D. Definitions. Any masculine term used in this Conservation Easement shall include the female gender. The terms "Grantor" and "Grantee," wherever used in this Conservation Easement, and any pronouns used in their place, shall be held to mean and include respectively the above named Grantor, its successors, and assigns, and the above -named Grantee, its successors and assigns. E. Entire agreement. This Conservation Easement sets forth the entire agreement of the parties with respect to the issues addressed herein and supersedes all prior discussions, negotiations, understandings, or agreements relating to these issues, all of which are merged herein. F. No forfeiture. Nothing in this Conservation Easement shall result in a forfeiture or revision of Grantor's title in any respect. G. Successors. As stated in the above recitals, all covenants, terms, conditions, and restrictions of this Conservation Easement shall run with the land and be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. H. Severability. If any portion of this Conservation Easement is declared unlawful or invalid, the remainder of the Conservation Easement shall remain in full force and effect. 10 AuthoritV of si natories. The individuals executing this Conservation Easement warrant and represent that they are duly authorized to execute and deliver this Conservation Easement. J. No merger. If Grantee at some future time acquires the underlying fee title in the Protected Property, the interest conveyed by this Deed will not merge with fee title but will continue to exist and be managed as a separate estate. XVI. Environmental Compliance. A. Grantor represents and warrants that, after reasonable investigation and to the best of Grantor's knowledge, Grantor and the Protected Property are in compliance with all federal, state and local laws, regulations and requirements applicable to the Protected Property and its use, including without limitation all federal, state and local environmental laws, regulations and requirements. B. Grantor further represents and warrants that there has been no release, dumping, burying, abandonment or migration from offsite onto the Property of any substances, materials or wastes that are hazardous, toxic, dangerous or harmful or are designated as, or contain components that are subject to regulation as hazardous, toxic, dangerous or harmful by any federal, state or local law, regulation, statute or ordinance. There is no pending or threatened litigation affecting the Property or any portion of the Property that will materially impair the Conservation Values. No civil or criminal proceedings have been instigated or are pending against Grantor or its predecessors by government agencies or third parties arising out of alleged violations of environmental laws, and neither Grantor nor its predecessors in interest have received any notice of violation, penalties, claims, demand letters or other notifications relating to a breach of environmental laws. C. Remediation. If at any time there occurs or has occurred a release in, on or about the Property of any substances now or hereafter defined, listed or otherwise classified pursuant to any federal, state or local law, regulation or requirement as hazardous, toxic or dangerous to the air, water or soil, or in any way harmful or threatening to human health or environment, Grantor agrees to take all steps necessary to assure its containment and remediation, including any cleanup that may be required, unless the release was caused by the Grantee, in which case Grantee shall be responsible for remediation. TO HAVE AND TO HOLD unto GRANTEE SNOHOMISH COUNTY, its respective successors and assigns forever. 11 IN WITNESS WHEREOF the parties have, by their authorized officers, set their own hands as of the day and year first stated above. GRANTOR: By: David O. Earling Its: City Mayor STATE OF WASHINGTON ) ) ss. COUNTY OF SNOHOMISH ) I, certify that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged that (he/she) signed this instrument; on oath stated that (he/she) was authorized to execute the instrument; and acknowledged it, as the of the the free and voluntary act of such party for the uses and purposes mentioned in the instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. Attest: City Clerk APPROVED AS TO FORM City Attorney Date Printed Name: NOTARY PUBLIC in and for the State of Washington, residing at My Commission Expires: 12 ACCEPTED BY GRANTEE: On _, 201_ the Snohomish County Council adopted Motion = _ authorizing the County Executive to accept the Conservation Easement, pursuant to RCW 64.04.130. GRANTEE SNOHOMISH COUNTY Marcia Isenberg Interim n—utv Executive n By: / -,Lut Dave Somers A Snohomish County f xecutive STATE OF WASHINGTON } ) ss. COUNTY OF SNOHOMISH 1 1 certify that I know or have satisfactory evidence that is the person who appeared before me, and said person acknow edged that (he/she) signed this instrument; on stated #hit (he/she) was authorized to execute the instrument; and acknowledged it, as the`- f Snohomish County, the free and voluntary act of such party for the uses and purposes menti ' ed in the instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. E.P�I�l OA- I APPROVED AS TO FORM: Deputy Prosecuting Attorney Date Printed Name: NOTARY PUBLIC in and for a Stat Washington, residing at My Commission Expires: 13 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY SUBJECT TO CONSERVATION EASEMENT For APNIParcel III): P T N . 004342-099-001-00 004342-100-000-00 and UU4342�D21-UODU '° LOTS 1 THROUGH 20, BLOCK 99; ALL OF BLOCK 100; AND LOTS 21 THROUGH 40, BLOCK 101, PLAT OF THE CITY OF EDMONDS, ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 2 OF PLATS, PAGE 39, RECORDS OF SNOHOMISH COUNTY, WASHINGTON, INCLUDING VACATED SPRAGUE AND EDMONDS STREET EXCEPT THE FOLLOWING DESCRIBED PARCEL: BEGINNING AT THE NORTHWEST CORNER OF LOT 40, OF SAID BLOCK 101; THENCE SOUTH 01°15'06" WEST, ALONG THE EASTERLY RIGHT OF WAY MARGIN OF 6TH AVENUE NORTH, A DISTANCE OF 464.49 FEET TO THE SOUTHERLY RIGHT OF WAY LINE OF VACATED EDMONDS STREET; THENCE SOUTH 88043'50 EAST, ALONG THE SOUTHERLY LINE OF SAID VACATED STREET A DISTANCE OF 157.60 FEET: THENCE NORTH 01 015'06" EAST, A DISTANCE OF 464.59 FEET TO THE NORTH LINE OF LOT 35, BLOCK 101; THENCE NORTH 88046'13" WEST, ALONG NORTH LINE OF SAID LOT 35, A DISTANCE OF 157.60 FEET TO THE POINT OF BEGINNING. ALL LYING WITHIN SECTION 24, TOWNSHIP 27 NORTH, RANGE 3 EAST, WILLAMETTE MERIDIAN, SNOHOMISH COUNTY, WASHINGTON. CONTAINING 271,415.76 SQUARE FEET OR 6.231 ACRES MORE OR LESS. SITUATE IN THE COUNTY OF SNOHOMISH, STATE OF WASHINGTON fib EXHIBIT B (BASELINE DOCUMENTATION) I. CURRENT CONDITIONS II. PROPERTY DATA A. Present Use. B. Accessibility and Road Frontage. C. Land Area. D. Land Shape. E. Land Contour and Elevations. F. Minerals and Soil. G. Flood Zone Information. H. Flora. I. Wetlands. 15 III. PICTORIAL ASSESSMENT OF CURRENT SITE CONDITIONS The following photographs of the Protected Property are not in recordable form and are available and on file with the Snohomish County Parks and Recreation Department: Said photographs demonstrate current site conditions, features, typical flora, and impact of human development 16 Snohomish County Parks & Recreation 6705 Puget Park Drive Snohomish, WA 98296 (425) 388-6600 FAX (425) 368-6645 March 22, 2016 Dave Somers County Executive Carrie Hite, Director City of Edmonds Recreation and -Cultural Services 700 Main Street Edmonds, WA 98020 RE: Interlocal Agreement Amendment No. 2 Civic Field — Conservation Futures Dear Ms. Hite: Enclosed with this correspondence, please find the fully executed Amendment No. 2 to the Interlocal Agreement between Snohomish County and the City of Edmonds, obligating funds for purchase of property known as "Civic Field"; this amendment recognizes a legal description change to the original acquisition area and modification to the standard Conservation Easement language. We will reimburse the City on the basis of an invoice from the City with the back-up documentation. Congratulations on this successful purchasel I will record the executed Conservation Easement when received and return a conformed copy to the City. Please print the easement in duplicate original for the Mayor's signature on both. If you should have any questions, please direct them to me at 425-388-6622. Thank you. Sincerely, Dianne Bailey Parks Property Administtor Enclosure (1) -/Z parks.department®co.snohomish.wa,us www.snocoparks.org ORIGINAL AMENDMENT NO. 1 TO INTERLOCAL COOPERATION AGREEMENT BETWEEN SNOHOMISH COUNTY AND THE CITY OF EDMONDS, WASHINGTON CONCERNING ACQUISTION OF PROPERTY WITH SNOHOMISH COUNTY CONSERVATION FUTURES FUNDING THIS AMENDMENT NO. 1 to that certain Interlocal Agreement between Snohomish County and the City of Edmonds, Washington concerning acquisition of property with Snohomish County Conservation Futures Funding (the "Agreement') dated March 12, 2014, is made by and between Snohomish County, a political subdivision of the State of Washington (the "County"), and the City of Edmonds, a municipal corporation of the State of Washington (the "City"). NOW, THEREFORE, for and in consideration of the mutual benefits conferred on both parties, the parties agree to AMENDMENT NO. 1 as follows: 1. The RECITALS of the Agreement are hereby amended to add Recital F, which reads as follows: F. The Snohomish County Conservation Futures Program Advisory Board, at its June 2, 2015 meeting reviewed a request by the City to transfer the recommended funding to another property known as Civic Field, addressed as 310 6th Avenue North, Edmonds, Washington, and, after consideration, the Board recommended approval of this request. 2. Section 1 of the Agreement is hereby amended to read in its entirety as follows: 1. Identification o_f Property: The Property is located in the City of Edmonds, Washington and is generally legally described as follows: ForAPN/Parcel ID(s): 004342-099-001-00, 004342-100-000-00 and 004342- 101-021-00 Lots 1 through 20, Block 99, all of Block 100, and Lots 21 through 40, Block 101, plat of the City of Edmonds, according to the Plat thereof recorded in Volume 2 of Plats, page 39, records of Snohomish County, Washington. Situate in the County of Snohomish, State of Washington. 3. Section 5.1 of the Agreement is hereby amended to read in its entirety as follows: Packet Page 122 of 290 5.1 Acquire the Property within twenty-four (24) months of the Effective Date of this Agreement and upon closing maintain, operate and conserve the Property for open space and passive park purposes. The City shall undertake all reasonable efforts to acquire the Property but if the owner of is not a willing seller, the City shall not utilize the power of eminent domain to acquire the Property. 4. Section 5.2 of the Agreement is hereby amended to read in its entirety as follows: 5.2 Immediately following acquisition of the Property, execute and record an instrument conveying a Conservation Easement for the Property to the County in substantially the form of attached hereto as Exhibit A (the "Conservation Easement"). EXCEPT AS EXPRESSLY MODIFIED IN THIS AMENDMENT NO. 1, ALL TERMS AND CONDITIONS OF THE AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT. In witness whereof, the parties hereby execute this Amendment No. 1 to the Agreement. "COUNTY" SNOHOMISH COUNTY STEPHEN CLIf=-:',1'1,N ut' Direct B 1 John L ick, e Date Signed: APPROVED AS TO FORM: City Attorney Date OUN AIL USE ONLY € Apdrovecj: "CITY" CITY OF EDMONDS By. David O. Earlingl Mayor 2 J Date Signed: Attest: &i:f� 4!9;1— City Clerk t t- Ph 1 Packet Page 123 of 290 Exhibit A Conservation Easement Packet Page 124 of 290 After Recording Return to: Assistant Clerk Snohomish County Council 3000 Rockefeller Avenue MS 609 Everett, WA 98201 Document Title: Grant of Conservation Easement Reference Numbers: Grantor: City of Edmonds, a municipal corporation of the State of Washington Grantee: Snohomish County, a political subdivision of the State of Washington Abbreviated Legal Description: Lots 1-20, BI 99; all BI 100, Lots 21-40, BI 101, City of Edmonds Additional legal on page 15 Assessor's Property Tax Parcel No.: 00434209900100, 00434210000000 and 00434210102100 GRANT OF CONSERVATION EASEMENT This grant of a perpetual CONSERVATION EASEMENT (hereinafter "Conservation Easement") is made this day of , 201_, by the City of Edmonds, a municipal corporation of the State of Washington (hereinafter "Grantor"), to Snohomish County, a political subdivision of the State of Washington (hereinafter "Grantee' or "County"), in perpetuity as holder of the Conservation Easement pursuant to RCW 64.04.130. RECITALS A. Grantor is the sole owner in fee simple of the property legally described on Exhibit A, which is attached hereto and incorporated herein by reference (the "Protected Property"), which consists of approximately eight (8) acres of land, located on tax parcel 00434209900100, 00434210000000 and 00434210102100 Snohomish County, Washington; and B. Grantor warrants that Grantor has good legal title to the Protected Property, as well as the right to convey this Conservation Easement, and that the Protected Property is free and clear of any encumbrances except those general exceptions contained in the title policy and any special exceptions shown on the Preliminary Commitment that are accepted by the Grantee; and C. Grantor warrants that Grantor has no actual knowledge of a release or threatened release of hazardous substances or waste on the Protected Property; and D. The Protected Property possesses significant long-term natural and open space values ("Conservation Values") of great importance to the people of Snohomish County for passive recreation; and E. This Conservation Easement is authorized by RCW 64.04.130, the provision of state law governing conservation easements; and rd Packet Page 125 of 290 F. The Grantor and the Grantee intend and have the common purpose of retaining the Protected Property for open space and passive recreation by placing restrictions on the use of the Protected Property, which shall continue as a servitude running with the land, and authorizing Grantee to monitor and enforce such restrictions, as described herein; and G. To document the present condition of the Protected Property so that Grantee or its assigns are able to monitor future uses and assure compliance with the terms of this Conservation Easement, Grantee has, at its expense, prepared baseline data consisting of photographs and other documentation summarized in Exhibit B and incorporated herein by reference as though set forth in full (the Baseline Documentation") that the parties agree provide an accurate representation of the Protected Property as of the date of this Conservation Easement; and H. Snohomish County, as the Grantee of this Conservation Easement, is a qualified holder of conservation easements under RCW 64.04.130; and I. This Conservation Easement is being purchased with funds provided, in part, by the County's Conservation Futures Program pursuant to RCW 84.34.200, RCW 84.34.21 d, RCW 84.34.220 and chapter 4.14 SCC, which authorizes Snohomish County to purchase conservation easements for the purpose of protecting open space and timber land through restrictions on incompatible uses of the land; NOW, THEREFORE, for and in consideration of the above recitals and the mutual covenants, terms, conditions, and restrictions contained herein and in payment of one dollar ($1.00) and other valuable consideration by Grantee, the receipt of which is hereby acknowledged by Grantor, and pursuant to the laws of the State of Washington, including chapters 64.04 and 84.34 of the Revised Code of Washington, the parties agree as follows: I. Grant. Grantor hereby grants to the Grantee a perpetual Conservation Easement over, under, across and through the Protected Property, as described in Exhibit A attached hereto, to protect, preserve, maintain, improve, restore., limit future use of or otherwise conserve the Protected Property as open space pursuant to chapter 84.34 RCW. II. Purpose. The purpose of this Conservation Easement is to assure that the Protected Property will be retained forever in its natural and open space condition and to prevent any use of the Protected Property that will significantly impair or interfere with the Conservation Values. Grantor intends that this Conservation Easement will confine the use of, or activity on, the Protected Property to such uses and activities that are consistent with this purpose. This statement of purpose is intended as a substantive provision of the Conservation Easement. Any ambiguity or uncertainty regarding the application of the provisions of this Conservation Easement will be resolved so as to further this purpose. III. Rights of the Grantee. Grantor hereby conveys to the Grantee all rights necessary to accomplish the purpose of this Conservation Easement, including, without limitation, the following: A. The right to protect, conserve, maintain, improve and restore the Conservation Values of the Protected Property; 5 Packet Page 126 of 290 B. The right to enter the Protected Property or allow Grantee's invitees or licensees to enter, at a reasonable time and upon prior written notice to the Grantor, for the following purposes (i) to make general inspection of the Protected Property to monitor compliance with this Conservation Easement; (ii) to protect, preserve, maintain, improve and restore the Conservation Values of the Protected Property; and (iii) to mitigate or terminate any violation or otherwise enforce the provisions of this Conservation Easement. C. The right to enjoin any use of, or activity on, the Protected Property that is inconsistent with the purpose of this Conservation Easement, including trespasses by members of the public, and to require the restoration of such area or features of the Protected Property as may be damaged by uses or activities inconsistent with the provisions of this Conservation Easement, all in accordance with Section XI. D.. The right to enforce the terms of this Conservation Easement, consistent with Section XI. E. The right to place a sign on the Protected Property which acknowledges this Conservation Easement, any conditions on access, and any funding contribution to the acquisition of the Conservation Easement. The foregoing are rights, not obligations, and shall not create any third party rights of enforcement. IV. Permitted Uses and Activities. A. Grantor reserves to itself, and to its successors and assigns all rights accruing from its ownership of the Protected Property, including the right to engage in or permit or invite others to engage in all uses of the Protected Property that are not prohibited herein and are not inconsistent with the purpose of this Conservation Easement. In the event Grantor plans to undertake actions that could be inconsistent with the purpose of this Conservation Easement, Grantor shall provide Grantee written notice of such intent not less than sixty (60) days prior to the date Grantor intends to undertake the activity in question. The notice shall describe the nature, scope, design, location, timetable, and any other material aspect of the proposed activity in sufficient detail to permit Grantee to make an informed judgment as to its consistency with the purpose of this Conservation Easement. Grantee shall grant or withhold its approval in writing within sixty (60) days of receipt of Grantor's notice. Grantee's approval may be withheld only upon a reasonable determination by Grantee that the action proposed would be inconsistent with the purpose of this Conservation Easement. B. Any improvements to the Protected Property shall be limited to those which are passive in nature and meet the requirements and intent of RCW 84.34.200-220. Passive improvements include, but are not limited to, trails, interpretive centers, viewpoints, picnicking facilities, access, restrooms, playgrounds and restoration projects. Active recreational improvements are prohibited. Such improvements include, but are not limited to ball fields, use by motorized vehicles, swimming pools, and recreation centers. C. Packet Page 127 of 290 C. Nothing herein precludes the Grantor from demolishing, removing, and remediating existing improvements on the property as of the date of this Conservation Easement. V. Prohibited uses and Activities. Neither Grantor nor its licensees or invitees shall use the Protected Property for any activity or purpose that is inconsistent with the purpose of this Easement. Without limiting the generality of the foregoing, the following activities are expressly prohibited in the Protected Property: A. The placement or construction of any buildings, structures, improvements or equipment of any kind except as permitted in subsection IV. B; B. The continuation, creation, expansion or intensification of any use or activity that is contrary to the purpose of this Conservation Easement or prohibited in this section; C. Mining or extraction of soil, sand, gravel, oil, natural gas or other mineral; D. Dumping or accumulation of trash or refuse; E. The use of motorized vehicles except for those necessary to conduct the uses permitted under this Conservation Easement; and F. Any construction, expansion, repair or other development activity that would result in more than ten percent (10%) of the area of the Protected Property being covered with impervious surfaces, including, without limitation, asphalt, concrete, gravel, buildings, or ponds. VI. Transfer of Property. The Grantor agrees to: A. Incorporate the terns of this Conservation Easement by reference in any deed or other legal instrument by which it divests itself of any interest in all or a portion of the Protected Property, including, without limitation, leasehold interests. B. Describe the Conservation Easement in and append it to any contract for the transfer of any interest in the Protected Property. C. Give written notice to the Grantee of the transfer of any interest in all or any portion of the Protected Property no later than forty five (45) days prior to the date of such transfer. Such notice to the Grantee shall include the name, address and telephone number of the prospective transferee or the prospective transferee's representative. The failure of the Grantor to perform any act required by this subsection shall not impair the validity of this Conservation Easement or limit its enforceability. Vll. Extinguishment. This Conservation Easement may be terminated or extinguished, whether in whole or in part, only under one or more of the following circumstances: 7 Packet Page 128 of 290 A. By judicial determination, by a court having jurisdiction over the Conservation Easement, those circumstances have rendered the purpose of this Conservation Easement impossible to achieve. B. In the event all or any of the Protected Property is taken by exercise of the power of eminent domain or acquired in lieu of condemnation, whether by public, corporate or other authority, except by the parties hereto. Vlll. Proceeds. In the event of termination or extinguishment of this Conservation Easement, Grantee shall be compensated by Grantor for the fair market value of its interest in the Protected Property as determined by either a real estate appraiser licensed by the State of Washington or a court of competent jurisdiction. IX. Transfer or Assignment of the Conservation Easement. This Conservation Easement is transferable, but Grantee may assign its rights under this Conservation Easement only to an agency or organization that is authorized to acquire and hold conservation easements under RCW 64.04.130 or RCW 84.34.250, or otherwise qualified at the time of transfer under §170(h) of the Internal Revenue Code of 1986. As a condition of such transfer, Grantee shall require that the transferee exercise its rights under the assignment consistent with the purpose of this Conservation Easement. X. Costs and Liabilities. Grantor retains all responsibilities and shall bear all costs and liabilities of any kind related to ownership, operation, upkeep, and maintenance of the Protected Property. A. Taxes. Grantor shall continue to be solely responsible for payment of all taxes and assessments levied against the Protected Property. B. Attorneys' fees and costs for enforcement. If the Grantee commences and successfully prosecutes an enforcement action pursuant to Section XI below, the Grantor shall pay all reasonable costs and expenses associated with the enforcement action, including but not limited to, reasonable attorneys' fees. Xl. Enforcement & Monitoring. Grantee shall have the authority to enforce the terms of this Conservation Easement. To exercise this authority and thereby further the purpose of this Conservation Easement, the Grantee shall have the following rights under this Conservation Easement, which are subject to the stated limitations: A. Entry onto Protected Property with Reasonable Notice. If the Grantee has reason to believe that a violation of the terms of this Conservation Easement has occurred or is occurring, the Grantee shall have the right to enter the Protected Property, provided that reasonable advance notice is given to the Grantor, for the purpose of inspecting it for violations of any requirement set forth in this Conservation Easement. Additionally, the Grantee shall have the right to enter the Protected Property at least once a year, at a mutually agreed time, for purposes of inspection and compliance monitoring regardless of whether Grantee has reason to believe that a violation of this Conservation Easement exists. B. Enforcement Mechanisms and Remedial Measures. If the Grantee finds what it believes to be a violation of this Conservation Easement, it may, at its discretion, N- Packet Page 129 of 290 use any available legal or equitable remedy to secure compliance, including but not limited to seeking injunctive relief and/or specific performance requiring the Grantor to cease and desist all activity in violation of the terms of this Conservation Easement and to return the Protected Property to its condition prior to any violation(s). Except when an imminent violation could irreversibly diminish or impair the Conservation Values of the Protected Property, the Grantee shall give the Grantor written notice of the violation and thirty (30) days in which to take corrective action prior to commencing any legal action. The failure of Grantee to discover a violation or to take immediate legal action shall not bar it from doing so at a later time or constitute a waiver of its rights. Grantee may use the Baseline Documentation as a basis for enforcing the provisions of this Conservation Easement, but is not limited to the use of the Baseline Documentation to show a change of conditions. C. Emergency Enforcement. If Grantee, in its sole discretion, determines that circumstances require immediate action to prevent or mitigate significant damages to the Conservation Values of the Protected Property, Grantee may pursue its remedies under this section without prior notice to Grantor or without waiting for the period provided for cure to expire. D. Scone of Relief. Grantee's rights under this section apply equally in the event of either actual or threatened violations of the terms of this Conservation Easement. Grantor agrees that the Grantee's remedies at law for any violation of the terms of this Conservation Easement are inadequate and that Grantee shall be entitled to the injunctive relief described in this section, both prohibitive and mandatory, in addition to such other relief to which Grantee may be entitled, including specific performance of the terms of this Conservation Easement, without the necessity of proving either actual damages or the inadequacy of otherwise available legal remedies. Grantee's remedies described in this section shall be cumulative and shall be in addition to all remedies now or hereafter existing at law or in equity. E. Costs of Enforcement. In the event Grantee must enforce the terms of this Conservation Easement, any costs of restoration necessitated by acts or omissions of Grantor, its agents, employees, contractors, invitees or licensees in violation of the terms of this Conservation Easement and Grantee's reasonable enforcement expenses, including reasonable attorneys' and consultants' fees and costs, shall be borne by Grantor, its successors or assigns. F. Waiver of Defenses. Grantor acknowledges it has carefully reviewed this Conservation Easement and has consulted or had the opportunity to consult with counsel of its terms and requirements. In full knowledge of the provisions of this Conservation Easement, Grantor hereby waives any claim or defense it may have against Grantee or its successors or assigns under or pertaining to this Conservation Easement based upon waiver, laches, estoppel or prescription. G. Acts Beyond Grantor's Control. Nothing contained in this Conservation Easement shall be construed to entitle the Grantee to bring any action against Grantor to abate, correct or restore any condition in the Protected Property or to recover damages for any injury to or change in the Protected Property resulting from causes beyond Grantor's control, including fire, flood, storm, and earth movement or the like. E Packet Page 130 of 290 XII. Hold Harmless. Grantor hereby agrees to release and hold harmless, indemnify and defend Grantee, its officers, elected and appointed officials, employees and agents (collectively "Indemnified Parties") from all liabilities, penalties, costs, losses, damages, expenses, causes of action, claims, demands or judgments, including, without limitation, reasonable attorneys' and consultants' fees arising from or in any way connected with: A. Injury to or the death of any person, or physical damage to any property, resulting from any act, omission, condition or other matter related to or occurring on or about the Protected Property that is not a consequence of an activity of the Indemnified Parties undertaken under the rights granted to Grantee under this Conservation Easement; B. Violations or alleged violations of, or other failure to comply with, any federal, state or local law or regulation relating to pollutants or hazardous, toxic or dangerous substances or materials, including without limitation CERCLA (42 U.S.C. 9601 et seq.) and MTCA (ch. 70.105D RCW), by any person other than any of the Indemnified Parties, in any way affecting, involving or relating to the Protected Property, unless such violations or alleged violations are due to the sole acts or omissions of any of the Indemnified Parties on the Protected Property; C. The presence or release in, on, from or about the Protected Property, at any time, of any substance now or hereafter defined, listed or otherwise classified pursuant to any federal, state or local law, regulation or requirement of any substance hazardous, toxic or dangerous to the air, water or soil, or in any way harmful or threatening to human health or the environment, unless caused solely by any of the Indemnified Parties. XIII. Recordation. Grantee shall record this instrument in the Office of the Snohomish County Auditor and may re-record it at any time. XIV. Notices. Any notice, demand, request, consent, approval, or communication that any party desires or is required to give to another party under the terms of this Conservation Easement shall be in writing and either served at or mailed to: Grantee: Snohomish County County Executive Office 3000 Rockefeller Avenue, M/S #407 Everett, WA 98201 Grantor(s): City of Edmonds Office of the Mayor 700 Main Street Edmonds, WA 98020 or to such other address as any party from time to time shall designate by written notice to others. 10 Packet Page 131 of 290 XV. General Provisions. A. Amendment. If circumstances arise under which an amendment to this Conservation Easement would be appropriate, the Grantor and Grantee may jointly amend this Conservation Easement by a written instrument to be recorded with the Snohomish County Auditor, provided that such an amendment does not diminish the effectiveness of this Conservation Easement in carrying out its purpose to permanently preserve and protect in perpetuity the Conservation Values of the Protected Property. B. Controlling Law. The interpretation or performance of this Conservation Easement shall be governed by the laws of the State of Washington and the Laws of the United States. Any legal proceeding regarding this Conservation Easement shall be initiated in Snohomish County Superior Court. C. Interpretation. This Conservation Easement shall be interpreted to resolve any ambiguities and questions of the validity of specific provisions to give maximum effect to its preservation purpose, as stated in Section ll, above. If the Grantor has any doubt concerning the Conservation Easement, covenants, conditions, limitations or restrictions herein contained with respect to any particular use of the said Protected Property, it may submit a written request to the Grantee for consideration and approval of such use. D. Definitions. Any masculine term used in this Conservation Easement shall include the female gender. The terms "Grantor" and "Grantee," wherever used in this Conservation Easement, and any pronouns used in their place, shall be held to mean and include respectively the above named Grantor, its successors, and assigns, and the above -named Grantee, its successors and assigns. E. Entire agreement. This Conservation Easement sets forth the entire agreement of the parties with respect to the issues addressed herein and supersedes all prior discussions, negotiations, understandings, or agreements relating to these issues, all of which are merged herein. F. No forfeiture. Nothing in this Conservation Easement shall result in a forfeiture or revision of Grantor's title in any respect. G- Successors. As stated in the -above recitals, all covenants, terms, conditions, and restrictions of this Conservation Easement shall run with the land and be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. H. Severability. If any portion of this Conservation Easement is declared unlawful or invalid, the remainder of the Conservation Easement shall remain in full force and effect. 11 Packet Page 132 of 290 Authority of signatories. The individuals executing this Conservation Easement warrant and represent that they are duly authorized to execute and deliver this Conservation Easement. J. No merger. If Grantee at some future time acquires the underlying fee title in the Protected Property, the interest conveyed by this Deed will not merge with fee title but will continue to exist and be managed as a separate estate. XVI. Environmental Compliance. A. Grantor represents and warrants that, after reasonable investigation and to the best of Grantor's knowledge, Grantor and the Protected Property are in compliance with all federal, state and local laws, regulations and requirements applicable to the Protected Property and its use, including without limitation all federal, state and local environmental laws, regulations and requirements. B. Grantor further represents and warrants that there has been no release, dumping, burying, abandonment or migration from offsite onto the Property of any substances, materials or wastes that are hazardous, toxic, dangerous or harmful or are designated as, or contain components that are subject to regulation as hazardous, toxic, dangerous or harmful by any federal, state or local law, regulation, statute or ordinance. There is no pending or threatened litigation affecting the Property or any portion of the Property that will materially impair the Conservation Values. No civil or criminal proceedings have been instigated or are pending against Grantor or its predecessors by government agencies or third parties arising out of alleged violations of environmental laws, and neither Grantor nor its predecessors in interest have received any notice of violation, penalties, claims, demand letters or other notifications relating to a breach of environmental laws. C. Remediation. If at any time there occurs or has occurred a release in, on or about the Property of any substances now or hereafter defined, listed or otherwise classified pursuant to any federal, state or local law, regulation or requirement as hazardous, toxic or dangerous to the air, water or soil, or,in any way harmful or threatening to human health or environment, Grantor agrees to take all steps necessary to assure its containment and remediation, including any cleanup that may be required, unless the release was caused by the Grantee, in which case Grantee shall be responsible for remediation. TO HAVE AND TO HOLD unto GRANTEE SNOHOMISH COUNTY, its respective successors and assigns forever. 12 Packet Page 133 of 290 IN WITNESS WHEREOF the parties have, by their authorized officers, set their own hands as of the day and year first stated above. GRANTOR: By: David O. Earling Its: City Mayor STATE OF WASHINGTON ) ) ss. COUNTY OF SNOHOMISH ) 1, certify that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged that (he/she) signed this instrument; on oath stated that (he/she) was authorized to execute the instrument; and acknowledged it, as the _ of the , the free and voluntary act of such party for the uses and purposes mentioned in the instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. Attest: City Clerk APPROVED AS TO FORM City Attorney Date Printed Name: NOTARY PUBLIC in and for the State of Washington, residing at My Commission Expires: 13 Packet Page 134 of 290 ACCEPTED BY GRANTEE: On _, 201_ the Snohomish County Council adopted Motion = _ authorizing the County Executive to accept the Conservation Easement, pursuant to RCW 64.04.130. GRANTEE: SNOHOMISH COUNTY By: John Lovick Snohomish County Executive STATE OF WASHINGTON ) ) ss. COUNTY OF SNOHOMISH ) I, certify that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged that (he/she) signed this instrument; on oath stated that (he/she) was authorized to execute the instrument; and acknowledged it, as the of Snohomish County, the free and voluntary act of such party for the uses and purposes mentioned in the instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. APPROVED AS TO FORM: Deputy Prosecuting Attorney Date Printed Name: NOTARY PUBLIC in and for the State of Washington, residing at My Commission Expires: 14 Packet Page 135 of 290 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY SUBJECT TO CONSERVATION EASEMENT For APN/Parcel l❑ s : 004342-099-001-00 004342-100-000-00 and 004342-101-021-00 Lots 1 through 20, Block 99, all of Block 100, and Lots 21 through 40, Block 101, plat of the City of Edmonds, according to the Plat thereof recorded in Volume 2 of Plats, page 39, records of Snohomish County, Washington. Situate in the County of Snohomish, State of Washington. 15 Packet Page 136 of 290 EXHIBIT B (BASELINE DOCUMENTATION) I. CURRENT CONDITIONS II. PROPERTY DATA A. Present Use. B. Accessibility and Road Frontage. C. Land Area. D. Land Shape. E. Land Contour and Elevations. F. Minerals and Soil. G. Flood Zone Information. H. Flora. 1. Wetlands. M. Packet Page 137 of 290 III. PICTORIAL ASSESSMENT OF CURRENT SITE CONDITIONS The following photographs of the Protected Property are not in recordable form and are available and on file with the Snohomish County Parks and Recreation Department: Said photographs demonstrate current site conditions, features, typical flora, and impact of human development 17 Packet Page 138 of 290 Chase, Sandy From: Cruz, Cynthia (P&R) Sent: Monday, November 02, 2015 4:07 PM To: Chase, Sandy Subject: FW: Amendment to ILA Attachments: Attached Image Hi, Sandy... It will be mailed to us tomorrow. Thanks! Cynthia Cruz, Parks & Rec From: Bailey, Dianne [mailto:dianne.bailey@co.snohomish.wa.us] Sent: Monday, November 02, 2015 3:55 PM To: Cruz, Cynthia (P&R) Cc: Hite, Carrie Subject: RE: Amendment to ILA Yes, I have the signed Amendment to the ILA on my desk for mailing to the City of Edmonds. The county approved the Amendment No. 1 on October 27t", 2015 by Motion No. 15-376. 1 will make sure the Amendment is in the outgoing mail tomorrow. I have attached a scanned copy in advance of the mailing. Dianne Bailey, Park Property Administrator Snohomish County Parks & Recreation 6705 Puget Park Drive, Snohomish, WA 98296 Office: (425) 388-6622 / Fax: (425) 388-6645 www:snoco.org / e-mail: di nne.baile snoco.or LlvI ova green '_ parks facebocou 1963-2013 - Celebrating 50 years of Fun! NOTICE: All emails, and attachments, sent to and from Snohomish County are public records and may be subject to disclosure pursuant to the Public Records Act (RCW 42,56) From: Cruz, Cynthia (P&R) [mailto:Cynthia.Cruz .edmondswa..gov] Sent: Monday, November 02, 2015 2:15 PM To: Bailey, Dianne Subject: RE: Amendment to ILA Hi, Dianne.. Were you able to determine anything? City Clerk's office is inquiring about it. Thanks! Cynthia Cruz, Parks & Rec From: Bailey, Dianne [mailto:dianne.bailLeco.snohomish.wa.us] Sent: Wednesday, October 14, 2015 4:08 PM To: Cruz, Cynthia (P&R) Subject: RE: Amendment to ILA Chase, Sandy From: Cruz, Cynthia (P&R) Sent: Monday, November 02, 2015 2:16 PM To: Chase, Sandy Subject: RE: Following up on an Interlocal Agreement with Snohomish County Hi, Sandy! I had just asked our contact at Snohomish County back on October 14t" and she said she'd look into and let me know. I haven't heard back from her so I just emailed her again. I'll let you know as soon as I hear. Thanks! Cynthia Cruz, Parks & Rec From: Chase, Sandy Sent: Monday, November 02, 2015 2:13 PM To: Cruz, Cynthia (P&R) Subject: Following up on an Interlocal Agreement with Snohomish County Hi Cynthia, My name is Sandy Chase and I have been filling in for Linda Hynd, Deputy City Clerk, since September 28. She has been out on leave, but is due back in mid -November. I am following up on one contract that was returned to Parks & Recreation on September 2 in order for you to obtain signatures from Snohomish County. The contract is: o Amendment No. 1 to Interlocal Cooperation Agreement between Snohomish County and the City of Edmonds, Washington Concerning Acquisition of Property with Snohomish County Conservation Futures Funding I realize it can take quite a bit of time to go through the County process for signature; I am checking to see if you have an update. We need to be sure we have a fully -signed copy for the City Clerk's records. Thanks for checking and for your time, Sandy Chase (for Linda Hynd) City Clerk's Office Ext. 1245 Date: To: From: Subject: IU" Mu M ►D i Via__ September 2, 2015 Carrie Hite, Parks & Rec. Linda Hynd, City Clerk's Office Interlocal Agreement with Snohomish County for property acquisition Attached is a signed original of the Amendment to the Interlocal Agreement with Snohomish County concerning acquisition of property with Snohomish County Conservation Futures Funding. Please obtain signatures from Snohomish County and return one fully executed amendment to the City Clerk's Office for our files. Thank you! City of Edmonds City Clerk's Office 4..)C.ls9"' MEMORANDUM Date: August 31, 2015 To: Mayor Earling From: Linda Hynd, City Clerk's Office Subject: Amendment #1 to Interlocal Agreement with Snohomish County concerning acquisition of property with Snohomish County Conservation Futures Funding Attached are two copies of Amendment # 1 to an Interlocal Agreement with Snohomish County concerning acquisition of property with Snohomish County Conservation Futures Funding, for your signature. Approved administratively; Approved by the City Attorney. Please sign the agreements where indicated and return them to the City Clerk's Office. Thank you! City of Edmonds City Clerk's Office H nd, Linda From: Hite, Carrie Sent: Monday, August 31, 2015 1:30 PM To: Passey, Scott; Hynd, Linda Subject: Snohomish ILA Hi Scott and Linda: The Council passed the Snohomish ILA amendment on the consent calendar last week. Have you had a chance to get the Mayor's signature? We need to get this sent back to Snohomish County. Thanks. Carrie Hite I Parks, Recreation, and Cultural Services Director City of Edmonds 1 700 Main Street I Edmonds WA 98020 425.771.0256 1 425.771.0253 (F) carne.hite@edmondswa.gov I www.edmondswa.Qov AM-7947 City Council Meeting Meeting Date: 08/25/2015 Time: Consent Submitted By: Carrie Hite Department: Parks and Recreation Type: Forward to Consent Information Subject Title Snohomish County ILA Amendment Recommendation Approve on consent, authorizing the Mayor to sign ILA amendment. 3. D. Previous Council Action Council authorized the Mayor to sign the original ILA with Snohomish County for acquisition of a beachfront property on 11/19/13. Council forwarded this to the consent agenda on 8/18/15. Narrative The City entered into an Interlocal Agreement with Snohomish County to receive $500,000 on Conservation Futures funds for acquisition of a beachfront property. After many discussions and three formal purchase offers, the owner of the property declined to sell it. In June, 2015, the City presented a proposal to the Conservation Futures Board; use the funds allocated for the beachfront property acquisition for Civic field acquisition. The Board voted unanimously to allow the City to use the funds to help acquire Civic field. Attached is the amendment to the original ILA authorizing this transaction. Attachments Original ILA Snohomish County ILA Amendment Form Review Inbox Reviewed By Date City Clerk Scott Passey 08/19/2015 08:55 AM Mayor Dave Earling 08/19/2015 08:56 AM Finalize for Agenda Scott Passey 08/19/2015 09:23 AM Form Started By: Carrie Hite Started On: 08/19/2015 08:53 AM Final Approval Date: 08/19/2015 Packet Page 92 of 290 INTERLOCAL COOPERATION AGREEMENT BETWEEN SNOHOMISH COUNTY AND THE CITY OF EDMONDS CONCERNING ACQUISITION OF PROPERTY WITH CONSERVATION FUTURES FUNDS THIS INTERLOCAL COOPERATION AGREEMENT BETWEEN SNOHOMISH COUNTY AND THE CITY OF EDMONDS CONCERNING ACQUISITION OF PROPERTY WITH CONSERVATION FUTURES FUNDS (this "Agreement"), is made and entered into this f��day of . . 201_74�, by and between SNOHOMISH COUNTY, a political subdivision of the State of Washington (the "County"), and the CITY OF EDMONDS, a Washington municipal corporation (the "City") pursuant to Chapter 39.34 RCW. RFCITAI S A. The County manages a Conservation Futures funding program pursuant to RCW 84.34.200 et seq. and Chapter 4.14 Snohomish County Code. B. Cities and towns located in Snohomish County, nonprofit historic preservation corporations, and nonprofit nature conservancy corporations or associations as such are described in RCW 84.34.210 are eligible to apply to the County for resources to fund acquisition of interests or rights in real property located within Snohomish County that meet the conservation criteria described in RCW 84.34.210 et seq. C. The City applied for resources from the Snohomish County Conservation Futures Property Tax Fund to purchase unimproved real property located in the City at 260 Beach Place and more particularly described in Section 1.1 below (hereinafter referred to as the "Property"). D. The Snohomish County Conservation Futures Program Advisory Board, at their August 20, 21 and 23, 2013 meetings, reviewed all of the project sponsor requests and, after review, recommended funding the request of the City of Edmonds for Five Hundred Thousand and 00/100 Dollars ($500,000.00) from the Snohomish County Conservation Futures Property Tax Fund. E. On September 11, 2013, the Snohomish County Council, by Amended Motion No. 13-353, allocated funding in the amount of Five Hundred Thousand and 00/100 Dollars ($500,000.00) to the City of Edmonds from the Snohomish County Conservation Futures Property Tax Fund for that purpose. NOW, THEREFORE, in consideration of the mutual promises set out below and for other good and valuable consideration, the Parties agree as follows: Interlocal Cooperation Agreement between Snohomish County and the City of Edmonds Concerning Acquisition of Property with Conservation Futures FundsG7 Page 1 of 9 1. Identification of Property. The Property is located in the City of Edmonds, Washington and is generally legally described as follows: SEE ATTACHED EXHIBIT A. 2. Purpose of Property Acquisition. The Property is to be acquired for the purpose of conserving open spaces and areas as authorized by RCW 84.34.200 et seq., and for conservation and for passive, public recreation. 3. Duration. This Agreement shall become effective when executed by both parties and posted on the County's Interlocal Agreements website (the "Effective Date"). If the Property is acquired within the time frame provided in Section 5.1 below, this Agreement shall be in effect perpetually, subject to any amendments agreed to in writing by the parties. If the Property is not acquired within the time frame provided in Section 5.1 below, this Agreement shall be terminated; PROVIDED, HOWEVER, that the County and the City may mutually agree in writing, prior to termination, upon an extension of time. 4. Administrators, Each party to this Agreement shall designate an individual (an "Administrator") who may be designated by title or position, to oversee and administer such party's participation in this Agreement. The parties' initial Administrators shall be the following: County's Initial Administrator: Tom Teigen, Director Snohomish County Parks and Recreation 6705 Puget Park Drive Snohomish, WA 98296 Cit 's Initial Administrator: City of Edmonds Office of the Mayor 700 Main Street Edmonds, WA 98020 Either party may change its Administrator at anytime by delivering written notice of such party's new Administrator to the other party. shall: 5. Duties of the City to Acquire, Operate, Maintain and Conserve. The City 5.1 Acquire the Property within eighteen (18) months of the Effective Date of this Agreement and upon closing maintain, operate and conserve the Property for open space and passive park purposes. The City shall undertake all reasonable efforts to acquire the Property but if the owner of is not a willing seller, the City shall not utilize the power of eminent domain to acquire the Property. Interlocal Cooperation Agreement between Snohomish County and the City of Edmonds Concerning Acquisition of Property with Conservation Futures Funds Page 2 of 9 5.2 Immediately following acquisition of the Property, execute and record an instrument conveying a Conservation Easement for the Property to the County in substantially the form of attached hereto as Exhibit B (the "Conservation Easement"). 5.3 Submit an annual report to the County on February 1 of each subsequent year detailing compliance with all on -going requirements of this Agreement. 5.4 Forward a copy of the recorded deed conveying the Property and a copy of the executed Conservation Easement for the Property to the County as soon as the same are returned from the Snohomish County Auditor. 5.5 Provide an identifying sign, the size and design of which shall be approved by the Snohomish County Department of Parks and Recreation, at the entrance to the Property which shall be in plain sight in perpetuity, listing the County as a participant in the acquisition of the Property through the Snohomish County Conservation Futures Program. 5.6 Fund any improvements that are made to the Property from revenue sources other than Conservation Futures Program Funds and limit any such improvements to those that meet the requirements and intent of RCW 84.34.200 et. seq. and the Conservation Easement. 5.7 Submit to the County a long-term maintenance plan for the Property and any improvements within three (3) months of the completed Property acquisition. 5.8 Pay to the County at the end of each calendar year a pro rata share of any income the City has realized from the Property, less the City's costs of operation and maintenance of the Property. The pro rata share will be equal to the percentage of the cost of acquisition funded by the County pursuant to this Agreement. This information shall be submitted as part of the February 1 annual report to the Snohomish County Department of Parks and Recreation. 5.9 Pay to the County, upon sale of any of the City's interest in the Property, or any portion thereof, a pro rata share of any consideration received, less the costs of improvements funded by the City. The pro rata share will be equal to the percentage of the cost of acquisition funded by the County pursuant to this Agreement. 5.10 Pay on a current basis all taxes or assessments levied on Property - related activities and the Property; PROVIDED, HOWEVER, that nothing contained herein will modify the City's right to contest any such tax, and the Interlocal Cooperation Agreement between Snohomish County and the City of Edmonds Concerning Acquisition of Property with Conservation Futures Funds Page 3 of 9 City will not be deemed to be in default as long as it is, in good faith, contesting the validity or amount of any such taxes. 5.11 Obtain and maintain, at its own costs and expense, all necessary permits, licenses and approvals related to the purchase, ownership, and on- going maintenance and management of the Property. 6. Payment from the Count . The County shall provide financial assistance to the City in the amount of up to $500,000.00 from the Conservation Futures Fund for the acquisition of the Property. Payment shall be made within ten (10) days of County receipt of a City invoice submitted with documentation of imminent purchase of the Property and transfer of title, provided the City has complied with all of the terms of this Agreement. In no event shall the County be obligated to provide any payment to the City in excess of the actual purchase price of the Property. Any obligations of the County beyond the current fiscal year are subject to appropriation of funds for the specific purpose of funding this Agreement in accordance with its Charter and applicable law. 7. Compliance with Laws. The parties shall comply with all applicable federal, state and local laws, rules and regulations in performing this Agreement, including, but not limited to, laws against discrimination. S. Records Inspections and Audits. The City will keep such full and detailed accounts as may be necessary for proper financial management under this Agreement. The County may, at its sole discretion, from time to time whether before or after acquisition of the Property or termination of this Agreement inspect all books and records and other materials related to any matters covered by this Agreement and not otherwise privileged, belonging to the City or any contractor or to elect to have an audit conducted to verify acquisition -related costs through the date of the acquisition, income from the Property, maintenance and operation costs, and the cost of post - acquisition improvements. Such books, records and other materials shall be made available for County inspection during regular business hours within a reasonable time of the request. If the County elects to conduct such an audit, it will give notice to the City, and such audit will be conducted as soon as is reasonably feasible thereafter, but County payments to the City (if any) will not be delayed pending the outcome of the audit. Such audit will be conducted by an auditor selected by the County, and the County will, except as provided herein, pay the cost of such audit. The City agrees to cooperate with the auditor and to make available for examination at its principal office all of its books, records, correspondence and other documents deemed necessary to conduct the audit by the auditor. If the audit reveals a variation equal to five percent (5%) or more of the cost of acquiring the Property, then the City will pay the cost of the audit, not to exceed Ten Thousand and 00/100 Dollars ($10,000.00). Interlocal Cooperation Agreement between Snohomish County and the City of Edmonds Concerning Acquisition of Property with Conservation Futures Funds Page 4 of 9 The City will preserve all records for a period of seven (7) years; PROVIDED, HOWEVER, that if the City proposes to dispose of any documents materially related to the Property for a period less than seven (7) years, then the City will deliver the same to the County for disposition by the County. The County may at all times enter the Property to determine the City's compliance with the terms and conditions of this Agreement or to post notices. Any person or persons who may have an interest in the purposes of the County's visit may accompany the County. The City acknowledges and agrees that its obligations under this Section 8will survive termination of this Agreement. 9. Risk of loss. All of the City's personal property of any kind or description whatsoever, or that of its employees, agents, contractors, and/or invitees placed on the Property shall be at the City's sole risk, and the County will not be liable for any damage done to, or loss of, such personal property. 10. Public Records Act. This Agreement and all public records associated with this Agreement shall be available from the County for inspection and copying by the public where required by the Public Records Act, Chapter 42.56 RCW (the "Act"). To the extent that public records then in the custody of the City are needed for the County to respond to a request under the Act, as determined by the County, the City agrees to make them promptly available to the County. If the City considers any portion of any record provided to the County under this Agreement, whether in electronic or hard copy form, to be protected from disclosure under law, the City shall clearly identify any specific information that it claims to be confidential or proprietary. If the County receives a request under the Act to inspect or copy the information so identified by the City and the County determines that release of the information is required by the Act or otherwise appropriate, the County's sole obligations shall be to notify the City (a) of the request and (b) of the date that such information will be released to the requester unless the City obtains a court order to enjoin that disclosure pursuant to RCW 42.56.540. If the City fails to timely obtain a court order enjoining disclosure, the County will release the requested information on the date specified. The County has, and by this section assumes, no obligation on behalf of the City to claim any exemption from disclosure under the Act. The County shall not be liable to the City for releasing records not clearly identified by the City as confidential or proprietary. The County shall not be liable to the City for any records that the County releases in compliance with this Section or in compliance with an order of a court of competent jurisdiction. 11. Hold Harmless and Indemnificatlon. The City shall assume the risk of, be liable for, and pay all damage, loss, costs and expense of any party arising out of the Interlocal Cooperation Agreement between Snohomish County and the City of Edmonds Concerning Acquisition of Property with Conservation Futures Funds Page 5 of 9 activities under this Agreement and all use of any improvements it may place on the Property. The City shall hold harmless, indemnify and defend the County, its officers, elected and appointed officials, employees and agents from and against all claims, losses, lawsuits, actions, counsel fees, litigation costs, expenses, damages, judgments, or decrees by reason of damage to any property or business and/or any death, injury or disability to or of any person or party, including but not limited to any employee, arising out of or suffered, directly or indirectly, by reason of or in connection with the acquisition or use of the Properties and this Agreement; PROVIDED, that the above indemnification does not apply to those damages caused by the sole negligence or willful misconduct of the County, its elected and appointed officials, officers, employees or agents. In executing this Agreement, the County does not assume liability or responsibility for or in any way release the City from any liability or responsibility which arises in whole or in part from the existence or effect of City ordinances, policies, rules or regulations. If any cause, claim, suit, action or administrative proceeding is commenced in which the enforceability and/or validity of any such City ordinance, policy, rule or regulation is at issue, the City shall defend the same at its sole expense and, if judgment is entered or damages are awarded against the City, the County, or both, the City shall satisfy the same, including all chargeable costs and reasonable attorney's fees. 12. Dispute Resolution. The Parties agree to use their best efforts to resolve disputes and other matters arising out of this Agreement or the ongoing administration of this Agreement. If a dispute arises, then (i) within ten (10) business days of a written request by either Party, the City's designated representative and County's designated representative shall meet and resolve the issue; if these parties cannot resolve the issue within ten (10) business days of the meeting, then (ii) the issue shall be submitted to the City's Mayor and to the Director of the Snohomish County Department of Parks and Recreation; if these parties cannot resolve the issue within fifteen (15) business days of submission to them, then (iii) the issue shall be submitted for mediation; if mediation does not successfully resolve the dispute, then (iv) either Party may file suit in a court of competent jurisdiction. The prevailing party in any legal action shall be entitled to a reasonable attorneys' fee and court costs. 13. Notice. All notices required to be given by any party to the other party under this Agreement shall be in writing and shall be delivered either in person, by United States mail, or by electronic mail (email) to the applicable Administrator or Administrator's designee. Notice delivered in person shall be deemed given when accepted by the recipient. Notice by United States mail shall be deemed given as of the date the same is deposited in the United States mail, postage prepaid, and addressed to the Administrator or Administrator's designee at the addresses set forth in Section 1.4 above. Notice delivered by email shall be deemed given as of the date and time received by the recipient. Interlocal Cooperation Agreement between Snohomish County and the City of Edmonds Concerning Acquisition of Property with Conservation Futures Funds Page 6 of 9 14. Miscellaneous. 14.1. Entire Agreement: Amendments. This Agreement shall constitute the full and complete Agreement of the parties regarding the subject matter hereof, and supersedes any and all prior oral or written agreements between the parties regarding the subject matter contained herein. This Agreement may be amended only by written agreement of the parties, executed in the same manner as provided by the Interlocal Cooperation Act, Chapter 39.34 RCW, governing the execution of this Agreement. 14.2. Interpretation. This Agreement and each of the terms and provisions of it are deemed to have been explicitly negotiated by the parties, and the language in all parts of this Agreement shall, in all cases, be construed according to its fair meaning and not strictly for or against either of the parties hereto. The captions and headings in this Agreement are used only for convenience and are not intended to affect the interpretation of the provisions of this Agreement. This Agreement shall be construed so that wherever applicable the use of the singular number shall include the plural number, and vice versa, and the use of any gender shall be applicable to all genders. 14.3. Governing Law and Stipulation of Venue. This Agreement shall be governed by the laws of the State of Washington and the parties stipulate that any lawsuit regarding this Agreement must be brought in Snohomish County, Washington. In the event that a lawsuit is instituted to enforce any provision of this Agreement, the prevailing party shall be entitled to recover all costs of such a lawsuit, including reasonable attorney's fees. 14.4. Rights and Remedies. The rights and remedies of the Parties to this Agreement are in addition to any other rights and remedies provided by law except as otherwise provided in this Agreement. 14.5. No Third Party Rights. It is understood and agreed that this Agreement is solely for the benefit of the Parties hereto and gives no right to any other party. Nothing in this Agreement, whether express or implied, is intended to confer any rights or remedies under, or by reason of, this Agreement on any persons other than the Parties. 14.6. Binding on Successors. All of the terms, provisions and conditions of this Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective successors, permitted assigns and legal representatives. 14.7. No Waiver. Payment by the County under this Agreement shall not constitute a waiver by the County of any claims it may have against the City for any breach of this Agreement or for failure of City to perform the work or actions, as specified in this Agreement. Forbearance of the rights of the parties under this Interlocal Cooperation Agreement between Snohomish County and the City of Edmonds Concerning Acquisition of Property with Conservation Futures Funds Page 7 of 9 Agreement will not constitute waiver of entitlement to exercise their respective rights as to any future acts or omissions by the offending party. 14.8. No Employee Relations h . In performing work and services pursuant to this Agreement, the City, its, employees, consultants, agents, and representatives shall be acting as agents of the City and shall not be deemed or construed to be employees or agents of the County in any manner whatsoever. The City shall not hold itself out as, nor claim to be, an officer or employee of the County and will not make any claim, demand, or application to or for any right or privilege applicable to an officer or employee of County. The City shall be solely responsible for any claims for wages or compensation by the City's employees, consultants, agents, and representatives, including sub -consultants, or any agency, and shall defend, indemnify and hold County harmless therefrom. 14.9 Conflicts between Attachments and Text. Should any conflicts exist between any attached exhibit or schedule and the text or main body of this Agreement, the text or main body of this Agreement shall prevail. 14.10 Execution in Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original and all of which shall constitute one and the same Agreement. 14.11 Severabilit . If any provision of this Agreement or the application thereof to any person or circumstance shall, for any reason and to any extent, be found invalid or unenforceable, the remainder of this Agreement and the application of that provision to other persons or circumstances shall not be affected thereby, but shall instead continue in full force and effect, to the extent permitted by law. 14.12 No Assignment. This Agreement shall not be assigned, either in whole or in part, by either party without the express written consent of the other party, which may be granted or withheld in such party's sole discretion. Any attempt to assign this Agreement in violation of the preceding sentence shall be null and void and shall constitute a Default under this Agreement. 14.13 Warranty of Authority. Each of the signatories hereto warrants and represents that he or she is competent and authorized to enter into this Agreement on behalf of the party for whom he or she purports to sign this Agreement. 14.14 No Joint Venture. Nothing contained in this Agreement shall be construed as creating any type or manner of partnership, joint venture or other joint enterprise between the parties. 14.15 No Separate Entity NecessaLya The parties agree that no separate legal or administrative entities are necessary to carry out this Agreement. Interlocal Cooperation Agreement between Snohomish County and the City of Edmonds Concerning Acquisition of Property with Conservation Futures Funds Page 8 of 9 14.16 Ownership of Property. Except as expressly provided to the contrary in this Agreement, any real or personal property used or acquired by either party in connection with its performance under this Agreement will remain the sole property of such party, and the other party shall have no interest therein. EXECUTED this IAay of Z-44� 201 SNOHOMISH COUNTY: PETER D. CAMP Executive Director i` 312,11 John Lovick Date Snohomish C my Executive APPROVED AS TO FORM: Deputy Prosecu ing Attorney Date COUNCIL USE ONLY Approved. Docfile; CITY OF EDMONDS: By: David 0. Earling City Mayor Attest: City Clerk APPROVED AS TO FORM: r (:��22I1`i ty Attorney Date Interlocal Cooperation Agreement between Snohomish County and the City of Edmonds Concerning Acquisition of Property with Conservation Futures Funds Page 9 of 9 EXHIBIT A Legal Description For APN/Parcel ID(s): 27032300400400 LEGAL DESCRIPTION: THAT PORTION OF GOVERNMENT LOT 2, SECTION 23, TOWNSHIP 27 NORTH, RANGE 3 EAST, W.M., IN SNOHOMISH COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS: BEGINNING AT THE POINT OF INTERSECTION OF THE SOUTH LINE OF SAID GOVERNMENT LOT 2 WITH THE WESTERLY LINE OF THE RIGHT OF WAY OF THE GREAT NORTHERN RAILWAY; THENCE SOUTH 890 47' WEST ALONG SAID LOT LINE 191.16 FEET; THENCE NORTH 510 39' EAST 28 FEET TO THE POINT OF BEGINNING; THENCE NORTH 480 28' WEST 57.5 FEET TO THE GOVERNMENT MEANDER LINE; THENCE NORTH 510 39' EAST ALONG SAID MEANDER LINE 25 FEET; THENCE SOUTH 480 28' EAST 57.5 FEET; THENCE SOUTH 510 39' WEST 25 FEET TO POINT OF BEGINNING. (ALSO KNOWN AS TRACT 4, WALKER-BELTZ SUBDIVISION, ACCORDING TO THE UNRECORDED PLAT THEREOF) Subject to easements and reservations of record. Situate in the County of Snohomish, State of Washington EXHIBIT B Conservation Easement John Lovick County Executive Mr. David Earling, City Mayor City of Edmonds 700 Main Street Edmonds, WA 98020 4441 Snohomish County Parks and Recreation March 21, 2014 RE: Interlocal Cooperation Agreement — Edmonds Waterfront Property Acquisition Dear Mayor Earling: FILE (425) 388-6600 FAX (425) 388-6645 6705 Puget Park Drive Snohomish, WA 98296 Enclosed please find the executed Interlocal Cooperation Agreement ("Agreement") between the City of Edmonds ("City") and Snohomish County obligating certain acquisition funds to the City. The effective date of this Agreement is March 12, 2014 and acquisition of the property must occur no later than eighteen (18) months from the effective date. This Agreement will provide up to $500,000.00 from the Snohomish County Conservation Futures Property Tax fund for City purchase of property known as the Edmonds Waterfront property. The fund will reimburse for property acquisition and related costs after submittal of the following documents: ■ A copy of the signed Settlement Statement, issued by Escrow Company • A copy of the Excise Tax Affidavit • A copy of the recorded Statutory Warranty Deed ■ A copy of the Title Insurance, listing the City of Edmonds as the vested owner ■ A copy of the recorded Grant of Conservation Easement (the County must "accept" the easement after the City signs) • Copies of invoices paid by the City for acquisition related cost (see copy of reimbursable eligible costs) I have also included the original Grant of Conservation Easement. This document must be recorded after the City has acquired the property subject to the Agreement. I can record the easement after the County "accepts" it. Please check the legal description to the Grant of Conservation Easement for accuracy and confirm it matches the Statutory Warranty Deed. If you have any questions, I can be reached at 425-388-6622. Sincerely, f. (S)iamly-L� Dianne Bailey Parks Property Administrator Enclosure (3) parks.department@co.snohomish,wa.us www.snocoparks.org Reimburseable Costs Land Improvements SUBTOTAL $ Applicable taxes Appraisal review Appraisal(s) Closing (escrow/recording fees) Title reports/insurance The property to be acquired was changed from 260 Beach PI. to "Civic Field" by Amendment No. 1 to the Interlocal. Exhibit A Conservation Easement Packet Page 124 of 290 After Recording Return to: Assistant Clerk Snohomish County Council 3000 Rockefeller Avenue MS 609 Everett, WA 98201 Document Title: Grant of Conservation Easement Reference Numbers: Grantor: City of Edmonds, a municipal corporation of the State of Washington Grantee: Snohomish County, a political subdivision of the State of Washington Abbreviated Legal Description: Lots 1-20, BI 99; all BI 100, Lots 21-40, BI 101, City of Edmonds Additional legal on page 15 Assessor's Property Tax Parcel No.: 00434209900100, 00434210000000 and 00434210102100 GRANT OF CONSERVATION EASEMENT This grant of a perpetual CONSERVATION EASEMENT (hereinafter "Conservation Easement") is made this day of 201_, by the City of Edmonds, a municipal corporation of the State of Washington (hereinafter "Grantor'), to Snohomish County, a political subdivision of the State of Washington (hereinafter "Grantee" or "County"), in perpetuity as holder of the Conservation Easement pursuant to RCW 64.04.130. RECITALS A. Grantor is the sole owner in fee simple of the property legally described on Exhibit A, which is attached hereto and incorporated herein by reference (the "Protected Property"), which consists of approximately eight (8) acres of land, located on tax parcel 00434209900100, 00434210000000 and 00434210102100 Snohomish County, Washington; and B. Grantor warrants that Grantor has good legal title to the Protected Property, as well as the right to convey this Conservation Easement, and that the Protected Property is free and clear of any encumbrances except those general exceptions contained in the title policy and any special exceptions shown on the Preliminary Commitment that are accepted by the Grantee; and C. Grantor warrants that Grantor has no actual knowledge of a release or threatened release of hazardous substances or waste on the Protected Property; and D. The Protected Property possesses significant long-term natural and open space values ("Conservation Values") of great importance to the people of Snohomish County for passive recreation; and E. This Conservation Easement is authorized by RCW 64.04.130, the provision of state law governing conservation easements; and n Packet Page 125 of 290 F. The Grantor and the Grantee intend and have the common purpose of retaining the Protected Property for open space and passive recreation by placing restrictions on the use of the Protected Property, which shall continue as a servitude running with the land, and authorizing Grantee to monitor and enforce such restrictions, as described herein; and G. To document the present condition of the Protected Property so that Grantee or its assigns are able to monitor future uses and assure compliance with the terms of this Conservation Easement, Grantee has, at its expense, prepared baseline data consisting of photographs and other documentation summarized in Exhibit B and incorporated herein by reference as though set forth in full (the "Baseline Documentation") that the parties agree provide an accurate representation of the Protected Property as of the date of this Conservation Easement; and H. Snohomish County, as the Grantee of this Conservation Easement, is a qualified holder of conservation easements under RCW 64.04.130; and I. This Conservation Easement is being purchased with funds provided, in part, by the County's Conservation Futures Program pursuant to RCW 84.34.200, RCW 84.34-210, RCW 84.34.220 and chapter 4.14 SCC, which authorizes Snohomish County to purchase conservation easements for the purpose of protecting open space and timber land through restrictions on incompatible uses of the land; NOW, THEREFORE, for and in consideration of the above recitals and the mutual covenants, terms, conditions, and restrictions contained herein and in payment of one dollar ($1.00) and other valuable consideration by Grantee, the receipt of which is hereby acknowledged by Grantor, and pursuant to the laws of the State of Washington, including chapters 64.04 and 84.34 of the Revised Code of Washington, the parties agree as follows: I. Grant. Grantor hereby grants to the Grantee a perpetual Conservation Easement over, under, across and through the Protected Property, as described in Exhibit A attached hereto, to protect, preserve, maintain, improve, restore, limit future use of or otherwise conserve the Protected Property as open space pursuant to chapter 84.34 RCW. II. Puroose_ The purpose of this Conservation Easement is to assure that the Protected Property will be retained forever in its natural and open space condition and to prevent any use of the Protected Property that will significantly impair or interfere with the Conservation Values. Grantor intends that this Conservation Easement will confine the use of, or activity on, the Protected Property to such uses and activities that are consistent with this purpose. This statement of purpose is intended as a substantive provision of the Conservation Easement. Any ambiguity or uncertainty regarding the application of the provisions of this Conservation Easement will be resolved so as to further this purpose. Ill. Rights of the Grantee. Grantor hereby conveys to the Grantee all rights necessary to accomplish the purpose of this Conservation Easement, including, without limitation, the following: A. The right to protect, conserve, maintain, improve and restore the Conservation Values of the Protected Property; 5 Packet Page 126 of 290 B. The right to enter the Protected Property or allow Grantee's invitees or licensees to enter, at a reasonable time and upon prior written notice to the Grantor, for the following purposes (i) to make general inspection of the Protected Property to monitor compliance with this Conservation Easement; (ii) to protect, preserve, maintain, improve and restore the Conservation Values of the Protected Property; and (iii) to mitigate or terminate any violation or otherwise enforce the provisions of this Conservation Easement. C The right to enjoin any use of, or activity on, the Protected Property that is inconsistent with the purpose of this Conservation Easement, including trespasses by members of the public, and to require the restoration of such area or features of the Protected Property as may be damaged by uses or activities inconsistent with the provisions of this Conservation Easement, all in accordance with Section XI. D. The right to enforce the terms of this Conservation Easement, consistent with Section XI. E. The right to place a sign on the Protected Property which acknowledges this Conservation Easement, any conditions on access, and any funding contribution to the acquisition of the Conservation Easement. The foregoing are rights, not obligations, and shall not create any third party rights of enforcement. IV. Permitted Uses and Activities. A. Grantor reserves to itself, and to its successors and assigns all rights accruing from its ownership of the Protected Property, including the right to engage in or permit or invite others to engage in all uses of the Protected Property that are not prohibited herein and are not inconsistent with the purpose of this Conservation Easement. In the event Grantor plans to undertake actions that could be inconsistent with the purpose of this Conservation Easement, Grantor shall provide Grantee written notice of such intent not less than sixty (60) days prior to the date Grantor intends to undertake the activity in question. The notice shall describe the nature, scope, design, location, timetable, and any other material aspect of the proposed activity in sufficient detail to permit Grantee to make an informed judgment as to its consistency with the purpose of this Conservation Easement. Grantee shall grant or withhold its approval in writing within sixty (60) days of receipt of Grantor's notice. Grantee's approval may be withheld only upon a reasonable determination by Grantee that the action proposed would be inconsistent with the purpose of this Conservation Easement. B. Any improvements to the Protected Property shall be limited to those which are passive in nature and meet the requirements and intent of RCW 84.34.200-220. Passive improvements include, but are not limited to, trails, interpretive centers, viewpoints, picnicking facilities, access, restrooms, playgrounds and restoration projects. Active recreational improvements are prohibited. Such improvements include, but are not limited to ball fields, use by motorized vehicles, swimming pools, and recreation centers. 0 Packet Page 127 of 290 C. Nothing herein precludes the Grantor from demolishing, removing, and remediating existing improvements on the property as of the date of this Conservation Easement. V. Prohibited Uses and Activities. Neither Grantor nor its licensees or invitees shall use the Protected Property for any activity or purpose that is inconsistent with the purpose of this Easement. Without limiting the generality of the foregoing, the following activities are expressly prohibited in the Protected Property: A. The placement or construction of any buildings, structures, improvements or equipment of any kind except as permitted in subsection IV. B; B. The continuation, creation, expansion or intensification of any use or activity that is contrary to the purpose of this Conservation Easement or prohibited in this section; C. Mining or extraction of soil, sand, gravel, oil, natural gas or other mineral; D. Dumping or accumulation of trash or refuse; E. The use of motorized vehicles except for those necessary to conduct the uses permitted under this Conservation Easement; and F. Any construction, expansion, repair or other development activity that would result in more than ten percent (10%) of the area of the Protected Property being covered with impervious surfaces, including, without limitation, asphalt, concrete, gravel, buildings, or ponds. VI. Transfer of Property. The Grantor agrees to: A. Incorporate the terms of this Conservation Easement by reference in any deed or other legal instrument by which it divests itself of any interest in all or a portion of the Protected Property, including, without limitation, leasehold interests. B. Describe the Conservation Easement in and append it to any contract for the transfer of any interest in the Protected Property. C. Give written notice to the Grantee of the transfer of any interest in all or any portion of the Protected Property no later than forty five (45) days prior to the date of such transfer. Such notice to the Grantee shall include the name, address and telephone number of the prospective transferee or the prospective transferee's representative. The failure of the Grantor to perform any act required by this subsection shall not impair the validity of this Conservation Easement or limit its enforceability. VII. Extinguishment. This Conservation Easement may be terminated or extinguished, whether in whole or in part, only under one or more of the following circumstances: 7 Packet Page 128 of 290 A. By judicial determination, by a court having jurisdiction over the Conservation Easement, those circumstances have rendered the purpose of this Conservation Easement impossible to achieve. B. In the event all or any of the Protected Property is taken by exercise of the power of eminent domain or acquired in lieu of condemnation, whether by public, corporate or other authority, except by the parties hereto. Vlll. Proceeds. In the event of termination or extinguishment of this Conservation Easement, Grantee shall be compensated by Grantor for the fair market value of its interest in the Protected Property as determined by either a real estate appraiser licensed by the State of Washington or a court of competent jurisdiction. IX. Transfer or Assignment of the Conservation Easement. This Conservation Easement is transferable, but Grantee may assign its rights under this Conservation Easement only to an agency or organization that is authorized to acquire and hold conservation easements under RCW 64.04.130 or RCW 84.34.250, or otherwise qualified at the time of transfer under §170(h) of the Internal Revenue Code of 1986. As a condition of such transfer, Grantee shall require that the transferee exercise its rights under the assignment consistent with the purpose of this Conservation Easement. X. Costs and Liabilities. Grantor retains all responsibilities and shall bear all costs and liabilities of any kind related to ownership, operation, upkeep, and maintenance of the Protected Property. A. Taxes. Grantor shall continue to be solely responsible for payment of all taxes and assessments levied against the Protected Property. B. Attorneys' fees and costs for enforcement. If the Grantee commences and successfully prosecutes an enforcement action pursuant to Section XI below, the Grantor shall pay all reasonable costs and expenses associated with the enforcement action, including but not limited to, reasonable attorneys' fees. Xl. Enforcement & Monitoring. Grantee shall have the authority to enforce the terms of this Conservation Easement. To exercise this authority and thereby further the purpose of this Conservation Easement, the Grantee shall have the following rights under this Conservation Easement, which are subject to the stated limitations: A. Ent onto Protected Property with Reasonable Notice. If the Grantee has reason to believe that a violation of the terms of this Conservation Easement has occurred or is occurring, the Grantee shall have the right to enter the Protected Property, provided that reasonable advance notice is given to the Grantor, for the purpose of inspecting it for violations of any requirement set forth in this Conservation Easement. Additionally, the Grantee shall have the right to enter the Protected Property at least once a year, at a mutually agreed time, for purposes of inspection and compliance monitoring regardless of whether Grantee has reason to believe that a violation of this Conservation Easement exists. B. Enforcement Mechanisms and Remedial Measures. If the Grantee finds what it believes to be a violation of this Conservation Easement, it may, at its discretion, Packet Page 129 of 290 use any available legal or equitable remedy to secure compliance, including but not limited to seeking injunctive relief and/or specific performance requiring the Grantor to cease and desist all activity in violation of the terms of this Conservation Easement and to return the Protected Property to its condition prior to any violation(s). Except when an imminent violation could irreversibly diminish or impair the Conservation Values of the Protected Property, the Grantee shall give the Grantor written notice of the violation and thirty (30) days in which to take corrective action prior to commencing any legal action. The failure of Grantee to discover a violation or to take immediate legal action shall not bar it from doing so at a later time or constitute a waiver of its rights. Grantee may use the Baseline Documentation as a basis for enforcing the provisions of this Conservation Easement, but is not limited to the use of the Baseline Documentation to show a change of conditions. C. Emergency Enforcement. If Grantee, in its sole discretion, determines that circumstances require immediate action to prevent or mitigate significant damages to the Conservation Values of the Protected Property, Grantee may pursue its remedies under this section without prior notice to Grantor or without waiting for the period provided for cure to expire. D. 5co a of Relief. Grantee's rights under this section apply equally in the event of either actual or threatened violations of the terms of this Conservation Easement. Grantor agrees that the Grantee's remedies at law for any violation of the terms of this Conservation Easement are inadequate and that Grantee shall be entitled to the injunctive relief described in this section, both prohibitive and mandatory, in addition to such other relief to which Grantee may be entitled, including specific performance of the terms of this Conservation Easement, without the necessity of proving either actual damages or the inadequacy of otherwise available legal remedies. Grantee's remedies described in this section shall be cumulative and shall be in addition to all remedies now or hereafter existing at law or in equity. E. Costs of Enforcement. In the event Grantee must enforce the terms of this Conservation Easement, any costs of restoration necessitated by acts or omissions of Grantor, its agents, employees, contractors, invitees or licensees in violation of the terms of this Conservation Easement and Grantee's reasonable enforcement expenses, including reasonable attorneys' and consultants' fees and costs, shall be borne by Grantor, its successors or assigns. F. Waiver of Defenses. Grantor acknowledges it has carefully reviewed this Conservation Easement and has consulted or had the opportunity to consult with counsel of its terms and requirements. In full knowledge of the provisions of this Conservation Easement, Grantor hereby waives any claim or defense it may have against Grantee or its successors or assigns under or pertaining to this Conservation Easement based upon waiver, [aches, estoppel or prescription. G. Acts Bevond Grantor's Control. Nothing contained in this Conservation Easement shall be construed to entitle the Grantee to bring any action against Grantor to abate, correct or restore any condition in the Protected Property or to recover damages for any injury to or change in the Protected Property resulting from causes beyond Grantor's control, including fire, flood, storm, and earth movement or the like. 1 Packet Page 130 of 290 XII. Hoid Harmless. Grantor hereby agrees to release and hold harmless, indemnify and defend Grantee, its officers, elected and appointed officials, employees and agents (collectively "Indemnified Parties") from all liabilities, penalties, costs, losses, damages, expenses, causes of action, claims, demands or judgments, including, without limitation, reasonable attorneys' and consultants' fees arising from or in any way connected with: A. Injury to or the death of any person, or physical damage to any property, resulting from any act, omission, condition or other matter related to or occurring on or about the Protected Property that is not a consequence of an activity of the Indemnified Parties undertaken under the rights granted to Grantee under this Conservation Easement; B. Violations or alleged violations of, or other failure to comply with, any federal, state or local law or regulation relating to pollutants or hazardous, toxic or dangerous substances or materials, including without limitation CERCLA (42 U.S.C. 9601 et seq.) and MTCA (ch. 70.105D RCM, by any person other than any of the Indemnified Parties, in any way affecting, involving or relating to the Protected Property, unless such violations or alleged violations are due to the sole acts or omissions of any of the Indemnified Parties on the Protected Property; C. The presence or release in, on, from or about the Protected Property, at any time, of any substance now or hereafter defined, listed or otherwise classified pursuant to any federal, state or local law, regulation or requirement of any substance hazardous, toxic or dangerous to the air, water or soil, or in any way harmful or threatening to human health or the environment, unless caused solely by any of the Indemnified Parties. XIII. Recordation. Grantee shall record this instrument in the Office of the Snohomish County Auditor and may re-record it at any time. XIV. Notices. Any notice, demand, request, consent, approval, or communication that any party desires or is required to give to another party under the terms of this Conservation Easement shall be in writing and either served at or mailed to: Grantee. Snohomish County County Executive Office 3000 Rockefeller Avenue, M/S #407 Everett, WA 98201 Grantor(s): City of Edmonds Office of the Mayor 700 Main Street Edmonds, WA 98020 or to such other address as any party from time to time shall designate by written notice to others. 10 Packet Page 131 of 290 XV. General Provisions. A. Amendment. If circumstances arise under which an amendment to this Conservation Easement would be appropriate, the Grantor and Grantee may jointly amend this Conservation Easement by a written instrument to be recorded with the Snohomish County Auditor, provided that such an amendment does not diminish the effectiveness of this Conservation Easement in carrying out its purpose to permanently preserve and protect in perpetuity the Conservation Values of the Protected Property. B. Controlling Law. The interpretation or performance of this Conservation Easement shall be governed by the laws of the State of Washington and the Laws of the United States. Any legal proceeding regarding this Conservation Easement shall be initiated in Snohomish County Superior Court. C. Interpretation. This Conservation Easement shall be interpreted to resolve any ambiguities and questions of the validity of specific provisions to give maximum effect to its preservation purpose, as stated in Section II, above. If the Grantor has any doubt concerning the Conservation Easement, covenants, conditions, limitations or restrictions herein contained with respect to any particular use of the said Protected Property, it may submit a written request to the Grantee for consideration and approval of such use. D. Definitions. Any masculine term used in this Conservation Easement shall include the female gender. The terms "Grantor" and "Grantee," wherever used in this Conservation Easement, and any pronouns used in their place, shall be held to mean and include respectively the above named Grantor, its successors, and assigns, and the above -named Grantee, its successors and assigns. E. Entire agreement. This Conservation Easement sets forth the entire agreement of the parties with respect to the issues addressed herein and supersedes all prior discussions, negotiations, understandings, or agreements relating to these issues, all of which are merged herein. F. No forfeiture. Nothing in this Conservation Easement shall result in a forfeiture or revision of Grantor's title in any respect. G. Successors. As stated in the above recitals, all covenants, terms, conditions, and restrictions of this Conservation Easement shall run with the land and be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. R Severabiiity. If any portion of this Conservation Easement is declared unlawful or invalid, the remainder of the Conservation Easement shall remain in full force and effect. 11 Packet Page 132 of 290 Authority of signatories. The individuals executing this Conservation Easement warrant and represent that they are duly authorized to execute and deliver this Conservation Easement. J. No merger. If Grantee at some future time acquires the underlying fee title in the Protected Property, the interest conveyed by this Deed will not merge with fee title but will continue to exist and be managed as a separate estate. XVI. Environmental Compliance. A. Grantor represents and warrants that, after reasonable investigation and to the best of Grantor's knowledge, Grantor and the Protected Property are in compliance with all federal, state and local laws, regulations and requirements applicable to the Protected Property and its use, including without limitation all federal, state and local environmental laws, regulations and requirements. B. Grantor further represents and warrants that there has been no release, dumping, burying, abandonment or migration from offsite onto the Property of any substances, materials or wastes that are hazardous, toxic, dangerous or harmful or are designated as, or contain components that are subject to regulation as hazardous, toxic, dangerous or harmful by any federal, state or local law, regulation, statute or ordinance. There is no pending or threatened litigation affecting the Property or any portion of the Property that will materially impair the Conservation Values. No civil or criminal proceedings have been instigated or are pending against Grantor or its predecessors by government agencies or third parties arising out of alleged violations of environmental laws, and neither Grantor nor its predecessors in interest have received any notice of violation, penalties, claims, demand letters or other notifications relating to a breach of environmental laws. C. Remediation. If at any time there occurs or has occurred a release in, on or about the Property of any substances now or hereafter defined, listed or otherwise classified pursuant to any federal, state or local law, regulation or requirement as hazardous, toxic or dangerous to the air, water or soil, or, in any way harmful or threatening to human health or environment, Grantor agrees to take all steps necessary to assure its containment and remediation, including any cleanup that may be required, unless the release was caused by the Grantee, in which case Grantee shall be responsible for remediation. TO HAVE AND TO HOLD unto GRANTEE SNOHOMISH COUNTY, its respective successors and assigns forever. 12 Packet Page 133 of 290 IN WITNESS WHEREOF the parties have, by their authorized officers, set their own hands as of the day and year first stated above. GRANTOR: By: David O. Earling Its: City Mayor STATE OF WASHINGTON ) ) ss. COUNTY OF SNOHOMISH ) I, certify that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged that (he/she) signed this instrument; on oath stated that (he/she) was authorized to execute the instrument; and acknowledged it, as the _ of the , the free and voluntary act of such party for the uses and purposes mentioned in the instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. Attest: City Clerk APPROVED AS TO FORM City Attorney Date Printed Name: NOTARY PUBLIC in and for the State of Washington, residing at My Commission Expires: 13 Packet Page 134 of 290 ACCEPTED BY GRANTEE: On _, 201_ the Snohomish County Council adopted Motion = _ authorizing the County Executive to accept the Conservation Easement, pursuant to RCW 64.04.130. GRANTEE: SNOHOMISH COUNTY By: John Lovick Snohomish County Executive STATE OF WASHINGTON ) ) ss. COUNTY OF SNOHOMISH ) I, certify that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged that (he/she) signed this instrument; on oath stated that (he/she) was authorized to execute the instrument; and acknowledged it, as the of Snohomish County, the free and voluntary act of such party for the uses and purposes mentioned in the instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. APPROVED AS TO FORM: Deputy Prosecuting Attorney Date Printed Name: NOTARY PUBLIC in and for the State of Washington, residing at My Commission Expires: 14 Packet Page 135 of 290 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY SUBJECT TO CONSERVATION EASEMENT For APNIParcel ID s : 004342-099-001-00, 004342-100-000-00 and 004342-101-021-00 Lots 1 through 20, Block 99, all of Block 100, and Lots 21 through 40, Block 101, plat of the City of Edmonds, according to the Plat thereof recorded in Volume 2 of Plats, page 39, records of Snohomish County, Washington. Situate in the County of Snohomish, State of Washington. 15 Packet Page 136 of 290 EXHIBIT B (BASELINE DOCUMENTATION) 1. CURRENT CONDITIONS II. PROPERTY DATA A. Present Use. B. Accessibility and Road Frontage. C. Land Area. D. Land Shape. E. Land Contour and Elevations. F. Minerals and Soil. G. Flood Zone Information. H. Flora. I. Wetlands. MV Packet Page 137 of 290 III. PICTORIAL ASSESSMENT OF CURRENT SITE CONDITIONS The following photographs of the Protected Property are not in recordable form and are available and on file with the Snohomish County Parks and Recreation Department: Said photographs demonstrate current site conditions, features, typical flora, and impact of human development 17 Packet Page 138 of 290 After Recording Return to: Assistant Clerk Snohomish County Council 3000 Rockefeller Avenue MS 609 Everett, WA 98201 Document Title: Grant of Conservation Easement Reference Numbers: Grantor: City of Edmonds, a municipal corporation of the State of Washington Grantee: Snohomish County, a political subdivision of the State of Washington Abbreviated Legal Description: Ptn SE 23-27-03 Additional legal on page 16 Assessor's Property Tax Parcel No.: 27032300400400 GRANT OF CONSERVATION EASEMENT This grant of a perpetual CONSERVATION EASEMENT (hereinafter Easement") is made this day of , 2014, by the City municipal corporation of the State of Washington (hereinafter "Grantor"), County, a political subdivision of the State of -Washington (hereinafte RECITALS r A. Grantor is the sole owner in fee simple of the property legally described on Exhibit A, which is attached hereto and incorporated herein by reference (the "Protected Property"), which consists of approximately .03 acres of land, located on tax parcel 27032300400400 Snohomish County, Washington; and B. Grantor warrants that Grantor has good legal title to the Protected Property, as well as the right to convey this Conservation Easement, and that the Protected Property is free and clear of any encumbrances except those general exceptions contained in the title policy and any special exceptions shown on the Preliminary Commitment that are accepted by the Grantee; and C. I Grantor warrants that Grantor has no actual knowledge of a release or threatened' release of hazardous substances or waste on the Protected Property; and b. The Protected Property possesses significant long-term natural and open space values ("Conservation Values") of great importance to the people of Snohomish County for passive recreation; and E. This Conservation Easement is authorized by RCW 64.04.130, the provision of state law governing conservation easements; and F. The Grantor and the Grantee intend and have the common purpose of retaining the Protected Property for open space and passive recreation by placing restrictions on the use of the Protected Property, which shall continue as a servitude running with the land, and authorizing Grantee to monitor and enforce such restrictions, as described herein; and G. To document the present condition of the Protected Property so that Grantee or its assigns are able to monitor future uses and assure compliance with the terms of this Conservation Easement, Grantee has, at its expense, prepared baseline data consisting of photographs and other documentation summarized in Exhibit B and incorporated herein by reference as though set forth in full (the "Baseline Documentation") that the parties agree provide an accurate representation of the Protected Property as of the date of this Conservation Easement; and H. Snohomish County, as the Grantee of this Conservation Easement, is a qualified holder of conservation easements under RCW 64.04.130; and I. This Conservation Easement is being purchased with funds provided, in part, by the County's Conservation Futures Program pursuant to RCW 84.34.200, RCW 84.34.210, RCW 84.34.220 and chapter 4.14 SCC, which authorizes Snohomish County to purchase conservation easements for the purpose of protecting open space and timber land through restrictions on incompatible uses of the land; NOW, THEREFORE, for and in consideration of the above recitals and the mutual covenants, terms, conditions, and restrictions contained herein and in payment of one dollar ($1.00) and other valuable consideration by Grantee, the receipt of which is hereby acknowledged by Grantor, and pursuant to the laws of the State of Washington, including chapters 64.04 and 84.34 of the Revised Code of Washington, the parties agree as follows: I. Grant. Grantor hereby grants to the Grantee a perpetual Conservation Easement over, under, across and through the Protected Property, as described in Exhibit A attached hereto, to protect, preserve, maintain, improve, restore, limit future use of or otherwise conserve the Protected Property as open space pursuant to chapter 84.34 RCW. II. Purpose. The purpose of this Conservation Easement is to assure that the Protected Property will be retained forever in its natural and open space condition and to prevent any use of the Protected Property that will significantly impair or interfere with the Conservation Values. Grantor intends that this Conservation Easement will confine the use of, or activity on, the Protected Property to such uses and activities that are consistent with this purpose. This statement of purpose is intended as a substantive provision of the Conservation Easement. Any ambiguity or uncertainty regarding the application of the provisions of this Conservation Easement will be resolved so as to further this purpose. 2 III. Rights of the Grantee. Grantor hereby conveys to the Grantee all rights necessary to accomplish the purpose of this Conservation Easement, including, without limitation, the following: A. The right to protect, conserve, maintain, improve and restore the Conservation Values of the Protected Property; B. The right to enter the Protected Property or allow Grantee's invitees or licensees to enter, at a reasonable time and upon prior written notice to the Grantor, for the following purposes (i) to make general inspection of the Protected Property to monitor compliance with this Conservation Easement; (ii) to protect, preserve, maintain, improve and restore the Conservation Values of the Protected Property; and (iii) to mitigate or terminate any violation or otherwise enforce the provisions of this Conservation Easement. C. The right to enjoin any use of, or activity on, the Protected Property that is inconsistent with the purpose of this Conservation Easement, including trespasses by members of the public, and to require the restoration of such area or features of the Protected Property as may be damaged by uses or activities inconsistent with the provisions of this Conservation Easement, all in accordance with Section XI. D. The right to enforce the terms of this Conservation Easement, consistent with Section XI. E. The right to place a sign on the Protected Property which acknowledges this Conservation Easement, any conditions on access, and any funding contribution to the acquisition of the Conservation Easement. The foregoing are rights, not obligations, and shall not create any third party rights of enforcement. IV. Permitted Uses and Activities. A. Grantor reserves to itself, and to its successors and assigns all rights accruing from its ownership of the Protected Property, including the right to engage in or permit or invite others to engage in all uses of the Protected Property that are not prohibited herein and are not inconsistent with the purpose of this Conservation Easement. In the event Grantor plans to undertake actions that could be inconsistent with the purpose of this Conservation Easement, Grantor shall provide Grantee written notice of such intent not less than sixty (60) days prior to the date Grantor intends to undertake the activity in question. The notice shall describe the 3 nature, scope, design, location, timetable, and any other material aspect of the proposed activity in sufficient detail to permit Grantee to make an informed judgment as to its consistency with the purpose of this Conservation Easement. Grantee shall grant or withhold its approval in writing within sixty (60) days of receipt of Grantor's notice. Grantee's approval may be withheld only upon a reasonable determination by Grantee that the action proposed would be inconsistent with the purpose of this Conservation Easement. B. Any improvements to the Protected Property shall be limited to those which are passive in nature and meet the requirements and intent of RCW 84.34.200-220. Passive improvements include, but are not limited to, trails, interpretive centers, viewpoints, picnicking facilities, access, restrooms, playgrounds and restoration projects. Active recreational improvements are prohibited. Such improvements include, but are not limited to ball fields, use by motorized vehicles, swimming pools, and recreation centers. C. Nothing herein precludes the Grantor from demolishing, removing, and remediating existing improvements on the property as of the date of this Conservation Easement. V. Prohibited Uses and Activities. Neither Grantor nor its licensees or invitees shall use the Protected Property for any activity or purpose that is inconsistent with the purpose of this Easement. Without limiting the generality of the foregoing, the following activities are expressly prohibited in the Protected Property: A. The placement or construction of any buildings, structures, improvements or equipment of any kind except as permitted in subsection IV. B; B. The continuation, creation, expansion or intensification of any use or activity that is contrary to the purpose of this Conservation Easement or prohibited in this section; C. Mining or extraction of soil, sand, gravel, oil, natural gas or other mineral; D. Dumping or accumulation of trash or refuse; E. The use of motorized vehicles except for those necessary to conduct the uses permitted under this Conservation Easement; and F. Any construction, expansion, repair or other development activity that would result in more than ten percent (10%) of the area of the Protected Property being covered with impervious surfaces, including, without limitation, asphalt, concrete, gravel, buildings, or ponds. 4 VI. Transfer of Property. The Grantor agrees to: A. Incorporate the terms of this Conservation Easement by reference in any deed or other legal instrument by which it divests itself of any interest in all or a portion of the Protected Property, including, without limitation, leasehold interests. B. Describe the Conservation Easement in and append it to any contract for the transfer of any interest in the Protected Property. C. Give written notice to the Grantee of the transfer of any interest in all or any portion of the Protected Property no later than forty five (45) days prior to the date of such transfer. Such notice to the Grantee shall include the name, address and telephone number of the prospective transferee or the prospective transferee's representative. The failure of the Grantor to perform any act required by this subsection shall not impair the validity of this Conservation Easement or limit its enforceability. Vll. Extinguishment. This Conservation Easement may be terminated or extinguished, whether in whole or in part, only under one or more of the following circumstances: A. By judicial determination, by a court having jurisdiction over the Conservation Easement, those circumstances have rendered the purpose of this Conservation Easement impossible to achieve. B. In the event all or any of the Protected Property is taken by exercise of the power of eminent domain or acquired in lieu of condemnation, whether by public, corporate or other authority, except by the parties hereto. Vlll. Proceeds. In the event of termination or extinguishment of this Conservation Easement, Grantee shall be compensated by Grantor for the fair market value of its interest in the Protected Property as determined by either a real estate appraiser licensed by the State of Washington or a court of competent jurisdiction. IX. Transfer or Assignment of the Conservation Easement. This Conservation Easement is transferable, but Grantee may assign its rights under this Conservation Easement only to an agency or organization that is authorized to acquire and hold conservation easements under RCW 64.04.130 or RCW 84.34.250, or otherwise qualified at the time of transfer under § 170(h) of the Internal Revenue Code of 1986. As a condition of such transfer, Grantee shall require that the transferee exercise its rights under the assignment consistent with the purpose of this Conservation Easement. X. Costs and Liabilities. Grantor retains all responsibilities and shall bear all costs and liabilities of any kind related to ownership, operation, upkeep, and maintenance of the Protected Property. A. Taxes. Grantor shall continue to be solely responsible for payment of all taxes and assessments levied against the Protected Property. B. Attorneys' fees and costs for enforcement. If the Grantee commences and successfully prosecutes an enforcement action pursuant to Section XI below, the Grantor shall pay all reasonable costs and expenses associated with the enforcement action, including but not limited to, reasonable attorneys' fees. Xl. Enforcement & Monitoring. Grantee shall have the authority to enforce the terms of thisConservationEasement. To exercise this authority and thereby further the purpose of this Conservation Easement, the Grantee shall have the following rights under this Conservation Easement, which are subject to the stated limitations: A. Ent onto Protected PropertyPropeLty with Reasonable Notice. If the Grantee has reason to believe that a violation of the terms of this Conservation Easement has occurred or is occurring, the Grantee shall have the right to enter the Protected Property, provided that reasonable advance notice is given to the Grantor, for the purpose of inspecting it for violations of any requirement set forth in this Conservation Easement. Additionally, the Grantee shall have the right to enter the Protected Property at least once a year, at a mutually agreed time, for purposes of inspection and compliance monitoring regardless of whether Grantee has reason to believe that a violation of this Conservation Easement exists. B. Enforcement Mechanisms and Remedial Measures. If the Grantee finds what it believes to be a violation of this Conservation Easement, it may, at its discretion, use any available legal or equitable remedy to secure compliance, including but not limited to seeking injunctive relief and/or specific performance requiring the Grantor to cease and desist all activity in violation of the terms of this Conservation Easement and to return the Protected Property to its condition prior to any violation(s). Except when an imminent violation could irreversibly diminish or impair the Conservation Values of the Protected Property, the Grantee shall give the Grantor written notice of the violation and thirty (30) days in which to take corrective action prior to commencing any legal action. The failure of Grantee to discover a violation or to take immediate legal action shall not bar it from doing so at a later time or constitute a waiver of its rights. Grantee may use the Baseline Documentation as a basis for enforcing the provisions of this Conservation Easement, but is not limited to the use of the Baseline Documentation to show a change of conditions. 2 C. Emergency Enforcement. If Grantee, in its sole discretion, determines that circumstances require immediate action to prevent or mitigate significant damages to the Conservation Values of the Protected Property, Grantee may pursue its remedies under this section without prior notice to Grantor or without waiting for the period provided for cure to expire. D. Scope of Relief. Grantee's rights under this section apply equally in the event of either actual or threatened violations of the terms of this Conservation Easement. Grantor agrees that the Grantee's remedies at law for any violation of the terms of this Conservation Easement are inadequate and that Grantee shall be entitled to the injunctive relief described in this section, both prohibitive and mandatory, in addition to such other relief to which Grantee may be entitled, including specific performance of the terms of this Conservation Easement, without the necessity of proving either actual damages or the inadequacy of otherwise available legal remedies. Grantee's remedies described in this section shall be cumulative and shall be in addition to all remedies now or hereafter existing at law or in equity. E. Costs of Enforcement. In the event Grantee must enforce the terms of this Conservation Easement, any costs of restoration necessitated by acts or omissions of Grantor, its agents, employees, contractors, invitees or licensees in violation of the terms of this Conservation Easement and Grantee's reasonable enforcement expenses, including reasonable attorneys' and consultants' fees and costs, shall be borne by Grantor, its successors or assigns. F. Waiver of Defenses. Grantor acknowledges it has carefully reviewed this Conservation Easement and has consulted or had the opportunity to consult with counsel of its terms and requirements. In full knowledge of the provisions of this Conservation Easement, Grantor hereby waives any claim or defense it may have against Grantee or its successors or assigns under or pertaining to this Conservation Easement based upon waiver, laches, estoppel or prescription. G. Acts Beyond Grantor's Control. Nothing contained in this Conservation Easement shall be construed to entitle the Grantee to bring any action against Grantor to abate, correct or restore any condition in the Protected Property or to recover damages for any injury to or change in the Protected Property resulting from causes beyond Grantor's control, including fire, flood, storm, and earth movement or the like. XII. Hold Harmless. Grantor hereby agrees to release and hold harmless, indemnify and defend Grantee, its officers, elected and appointed officials, employees and agents (collectively "Indemnified Parties") from all liabilities, penalties, costs, losses, damages, 7 expenses, causes of action, claims, demands or judgments, including, without limitation, reasonable attorneys' and consultants' fees arising from or in any way connected with: A. Injury to or the death of any person, or physical damage to any property, resulting from any act, omission, condition or other matter related to or occurring on or about the Protected Property that is not a consequence of an activity of the Indemnified Parties undertaken under the rights granted to Grantee under this Conservation Easement; B. Violations or alleged violations of, or other failure to comply with, any federal, state or local law or regulation relating to pollutants or hazardous, toxic or dangerous substances or materials, including without limitation CERCLA (42 U.S.C. 9601 et seq.) and MTCA (ch. 70.105D RCW), by any person other than any of the Indemnified Parties, in any way affecting, involving or relating to the Protected Property, unless such violations or alleged violations are due to the sole acts or omissions of any of the Indemnified Parties on the Protected Property; C. The presence or release in, on, from or about the Protected Property, at any time, of any substance now or hereafter defined, listed or otherwise classified pursuant to any federal, state or local law, regulation or requirement of any substance hazardous, toxic or dangerous to the air, water or soil, or in any way harmful or threatening to human health or the environment, unless caused solely by any of the Indemnified Parties. XIII. Recordation. Grantee shall record this instrument in the Office of the Snohomish County Auditor and may re-record it at any time. XIV. Notices. Any notice, demand, request, consent, approval, or communication that any party desires or is required to give to another party under the terms of this Conservation Easement shall be in writing and either served at or mailed to: Grantee: Snohomish County County Executive Office 3000 Rockefeller Avenue, M/S #407 Everett, WA 98201 Grantor(s): City of Edmonds Office of the Mayor 700 Main Street Edmonds, WA 98020 or to such other address as any party from time to time shall designate by written notice to others. 8 XV. General Provisions. A. Amendment. If circumstances arise under which an amendment to this Conservation Easement would be appropriate, the Grantor and Grantee may jointly amend this Conservation Easement by a written instrument to be recorded with the Snohomish County Auditor, provided that such an amendment does not diminish the effectiveness of this Conservation Easement in carrying out its purpose to permanently preserve and protect in perpetuity the Conservation Values of the Protected Property. B. Controlling Law. The interpretation or performance of this Conservation Easement shall be governed by the laws of the State of Washington and the Laws of the United States. Any legal proceeding regarding this Conservation Easement shall be initiated in Snohomish County Superior Court. C. Interpretation, This Conservation Easement shall be interpreted to resolve any ambiguities and questions of the validity of specific provisions to give maximum effect to its preservation purpose, as stated in Section II, above. If the Grantor has any doubt concerning the Conservation Easement, covenants, conditions, limitations or restrictions herein contained with respect to any particular use of the said Protected Property, it may submit a written request to the Grantee for consideration and approval of such use. D. Definitions. Any masculine term used in this Conservation Easement shall include the female gender. The terms "Grantor" and "Grantee," wherever used in this Conservation Easement, and any pronouns used in their place, shall be held to mean and include respectively the above named Grantor, its successors, and assigns, and the above -named Grantee, its successors and assigns. E. Entire agreement. This Conservation Easement sets forth the entire agreement of the parties with respect to the issues addressed herein and supersedes all prior discussions, negotiations, understandings, or agreements relating to these issues, all of which are merged herein. F. No forfeiture. Nothing in this Conservation Easement shall result in a forfeiture or revision of Grantor's title in any respect. G. Successors. As stated in the above recitals, all covenants, terms, conditions, and restrictions of this Conservation Easement shall run with the land and be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. 0 H. Severability. If any portion of this unlawful or invalid, the remainder remain in full force and effect. Conservation Easement is declared of the Conservation Easement shall Authority of signatories. The individuals executing this Conservation Easement warrant and represent that they are duly authorized to execute and deliver this Conservation Easement. J. No merger. If Grantee at some future time acquires the underlying fee title in the Protected Property, the interest conveyed by this Deed will not merge with fee title but will continue to exist and be managed as a separate estate. XVI. Environmental Compliance. A. Grantor represents and warrants that, after reasonable investigation and to the best of Grantor's knowledge, Grantor and the Protected Property are in compliance with all federal, state and local laws, regulations and requirements applicable to the Protected Property and its use, including without limitation all federal, state and local environmental laws, regulations and requirements. B. Grantor further represents and warrants that there has been no release, dumping, burying, abandonment or migration from offsite onto the Property of any substances, materials or wastes that are hazardous, toxic, dangerous or harmful or are designated as, or contain components that are subject to regulation as hazardous, toxic, dangerous or harmful by any federal, state or local law, regulation, statute or ordinance. There is no pending or threatened litigation affecting the Property or any portion of the Property that will materially impair the Conservation Values. No civil or criminal proceedings have been instigated or are pending against Grantor or its predecessors by government agencies or third parties arising out of alleged violations of environmental laws, and neither Grantor nor its predecessors in interest have received any notice of violation, penalties, claims, demand letters or other notifications relating to a breach of environmental laws. C. Remediation. If at any time there occurs or has occurred a release in, on or about the Property of any substances now or hereafter defined, listed or otherwise classified pursuant to any federal, state or local law, regulation or requirement as hazardous, toxic or dangerous to the air, water or soil, or in any way harmful or threatening to human health or environment, Grantor agrees to take all steps necessary to assure its containment and remediation, including any cleanup that may be required, unless the release was caused by the Grantee, in which case Grantee shall be responsible for remediation. 10 TO HAVE AND TO HOLD unto GRANTEE SNOHOMISH COUNTY, its respective successors and assigns forever. IN WITNESS WHEREOF the parties have, by their authorized officers, set their own hands as of the day and year first stated above. GRANTOR: By: David O. Earling Its: City Mayor STATE OF WASHINGTON ) ) ss. COUNTY OF SNOHOMISH } 1, certify that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged that (he/she) signed this instrument; on oath stated that (he/she) was authorized to execute the instrument; and acknowledged it, as the of the the free and voluntary act of such party for the uses and purposes mentioned in the instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. Printed Name: NOTARY PUBLIC in and for the State of Washington, residing at My Commission Expires: Attest: City Clerk APPROVED AS TO FORM City Attorney Date 11 ACCEPTED BY GRANTEE: On March 10th, 2014 the Snohomish County Council adopted Motion 14- 070 authorizing the County Executive to accept the Conservation Easement, pursuant to RCW 64.04.130. GRANTEE: SNOHOMISH COUNTY in John Lovick Snohomish County Executive STATE OF WASHINGTON ) ) ss. COUNTY OF SNOHOMISH ) I, certify that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged that (he/she) signed this instrument; on oath stated that (he/she) was authorized to execute the instrument; and acknowledged it, as the of Snohomish County, the free and voluntary act of such party for the uses and purposes mentioned in the instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. Printed Name: NOTARY PUBLIC in and for the State of Washington, residing at My Commission Expires: APPROVED AS TO FORM: Deputy Prosecuting Attorney Date 12 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY SUBJECT TO CONSERVATION EASEMENT For APN/Parcel ID(s): 27032300400400 LEGAL DESCRIPTION: THAT PORTION OF GOVERNMENT LOT 2, SECTION 23, TOWNSHIP 27 NORTH, RANGE 3 EAST, W.M., IN SNOHOMISH COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS: BEGINNING AT THE POINT OF INTERSECTION OF THE SOUTH LINE OF SAID GOVERNMENT LOT 2 WITH THE WESTERLY LINE OF THE RIGHT OF WAY OF THE GREAT NORTHERN RAILWAY; THENCE SOUTH 890 47' WEST ALONG SAID LOT LINE 191.16 FEET; THENCE NORTH 510 39' EAST 28 FEET TO THE POINT OF BEGINNING; THENCE NORTH 480 28' WEST 57.5 FEET TO THE GOVERNMENT MEANDER LINE; THENCE NORTH 510 39' EAST ALONG SAID MEANDER LINE 25 FEET; THENCE SOUTH 480 28' EAST 57.5 FEET; THENCE SOUTH 510 39' WEST 25 FEET TO POINT OF BEGINNING. (ALSO KNOWN AS TRACT 4, WALKER-BELTZ SUBDIVISION, ACCORDING TO THE UNRECORDED PLAT THEREOF) Subject to easements and reservations of record. Situate in the County of Snohomish, State of Washington 13 EXHIBIT B (BASELINE DOCUMENTATION) 14 I. CURRENT CONDITIONS II. PROPERTY DATA A. Present Use. B. Accessibility and Road Frontage. C. Land Area. D. Land Shape. E. Land Contour and Elevations. F. Minerals and Soil. G. Flood Zone Information. H. Flora. I. Wetlands. III. PICTORIAL ASSESSMENT OF CURRENT SITE CONDITIONS The following photographs of the Protected Property are not in recordable form and are available and on file with the Snohomish County Parks and Recreation Department: Said photographs demonstrate current site conditions, features, typical flora, and impact of human development 15 TO HAVE AND TO HOLD unto GRANTEE SNOHOMISH COUNTY, its respective successors and assigns forever. IN WITNESS WHEREOF the parties have, by their authorized officers, set their own hands as of the day and year first stated above. Its: City Mayor STATE OF WASHINGTON ) ) ss. COUNTY OF SNOHOMISH ) satisfactory evidence that C certify that I know or have �� is the person who appeared before me, and said person acknowledged that (he/she) signed this instrument; on oath stated that (he/she) was authorized to execute the instrument; andacknowledged it, as the mq r of the j_ yua , the free and volurgary act of such party for the used purposes mentioned in the instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. Printe ame: NOTARY PUBLIC in and for the State 6f Washington, residing at Fr� . My Commission Expires: Attest: ji Clerk B-14