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Old Woodway Elementary - Sherwood Park - PropertyIU 12 13 14 15 16 17 18 19 20 21 22 23 24 25 �cErvE� MAR 2 0 2007 To: Edmonds City Council, 3i20!2007 Re: Tonight's agenda item? Re��arding Terminating the Sherwood Park IL,4MO�SCI TY Please do not terminate the I999 ILA which provides access to the Sherwood Park playtields until June 2009. Why give away a free park) You've already bought the Eastern portion AND received the 1.2 million frorrr the County_ According to Dan Clements, the money is "in the bank," you've had it for a couple of weeks. With the 1999 ILA in place, the public can access the fields on the Western part cif the Property (the recorded documents clearly show the ILA as a restriction on use of the property, which itsel f references the 1997 ILA), while demolition and park development occur oil the Eastern portion. If the Western portion is fenced for housing, while the Eastern portion is fenced for demolition and park development, the public has no recreational use of the property at all. (We are not talking a week or two here, demolition of Esperence Elementary took over 18 months.) Please especially do not terminate the 1999 ILA in a five minute agenda item scheduled Just before public comment. Even the County allowed public testimony when it authorized termination of the agreement. (By the way, that termination is presently being challenged before the Central Puget Sound Growth Management Hearings Board —Why not wait until you see how the Board rules in that case before possibly subjecting the City to a similar proceeding). Terminating without public testimony would be a slam dunk violation of the GMA provisions for amending comprehensive plans, and probably violates some other laws as well. Termination at this time is illegal since the Edmonds City Code requires review by the planning board, the Comprehensive plan provision requires review by the Hearing Examiner, and the .ILA, by its terms, can't be terminated prior to 10 years. Further since there is no public purpose to early termination of public access to the fields (you've got the Eastern portion and the 1.2 million already) it would amount to an illegal gift of public funds. (By the way, thanks for removing the no trespassing signs)', For fun, I included a copy of the 1967 Park plan, showing the property is a neighborhood park. As Councilmember Nelson said at the County Council meeting "that parcel has been used since 1972 or 1973 as park type uses." Apparently,'he wasn't far off_ Lora Petso In addition to the 1967 park plan, I have included an a -mail to Mauri Moore (2 pages), iocuments regarding the ESD sale to the City (6 pages), documents regarding the ESD sale to 3urnstead (6 pages), Documents on County Motion 06-547 (6 pages) Petso a -mail to County 1/21/06 (2 pages), Trahms e-mail to County 11/21/06 (2 pages), Sanderlin a -mail to County 1/21/06 (2 pages), Exhibit for County (9 pages), 1997 & 1999 ILA (10 pages), Sno-King field naps.. Please include these documents in the record for this item. ?TIT ION FOR REVIEW - I Copies distributed at the City Council Meeting on 3-ao-,0 7 mm ■ COMPREHENSIVE PARK PLAN r-- (. . RECREATION D E P T. !L L-EGEND URBAN SITES F DISTRICT SITES NEIGHBORHOOD SITES PROPOSED SITES ..,�,, tii•: ..ems �m - r''_: ,......._ wt - � _ rrnrlerRarluurrirarr�l rn • ••� I ` � � � iji§, � �•' /gyp �rnrlrrrrrrrnrnrEtrrrmr. s �A 0 • e �f�• Ire I :.--�_ �' .. - . lei ;[IIE Errl1►RR IlnRrallf! _ �-�mJ •DR •'�;' �R � • �� yr•, �i%r��Y r'i � � •r.� .. .... 1��1 ;'E-r �'ia. _ ��. f • Harr �• —•'� J �!"1►_:� �,-- •- _ ' �F rl F4l Ekr��iRE •-•. �f: ((��•�' -w �� . Le�e.`��?�+RRra�J rrlrnkrrarEar _ �.. i � �./ • �' I _ - � _ =�0 0 'Ck N Mauri- [just read the attorney's memo in your council packet regarding the illegal gift of public funds if you terminate the 1999 ILA allowing public access to Sherwood Park. was stunned to see conclusions based on the premise that Edmonds resident's use of the property is contingent on School District resident's use. Has your attorney reviewed the 1997 ILA, referenced in paragraph 1.7 of the 1999 ILA. While the purpose of both ILA's requires public access, it is clearest in the 1997 agreement (still in effect): The City, at a rninimum, shall have access to the fields for the use of its citizens and its softball and soccer programs for the period specified herein. (The period specified appears to be forever_) Paragraph 1.7 of the 1999 agreement says that it is to be read and interpreted with the 1997 agreement to give effect to all terms of both agreements. Thus, it is clear that access by Edmonds residents is not contingent on access by District residents. The reality is the District agreed to make the property available for public recreation twice, and in the case of the 1999 agreement, the term was for 10 years and the agreement cannot be terminated earlier. Remember the following discussion at the County Council Meeting on December,13, 2006: Councilmember Kostnev I guess my question is does that mean it stays in effect for ten years and then it can be terminated or it can be terminated during the duration of that.ten years? Marc Krandal, Parks:... anytime during the agreement. Unidentified County Staff. Mr. Chairman, there might be a question there that you would want to refer to the prosecuting attorney about the proper interpretation of those two paragraphs. Paragraph 1.4 saying shall continue for ten years and .paragraph 1.5 saying may be terminated only upon agreement of the parties. The reason I bring it up is that the two paragraphs together certainly create some ambiguity and there are rules of construction in the event of ambiguity in writings. One of those classical rules of interpretation is that a writing should be interpreted to give effect to all of the terms of the writing. It might be viewed that termination by mutual agreement prior to the running of the ten years is, in essence, erasing ,paragraph 1.4 from the. writing. For that reason, I'm suggesting perhaps you might want to refer this for a review by the prosecuting attorney. The County ignored the advice, so I have sued them before the Central Puget Sound Growth Management Hearings Board. I am seeking to have their action declared -invalid and contrary to the GMA. You can expect that I will consider a similar action against the City if you all vote to ratify Gary's unauthorized signature. I can't recall if I mentioned this, but my husband has taken this matter to the State Auditor, not only for a gift of public funds, but also due to violations of the ILA provisions. So far, only Gary, Nick, and the County Council have been named. (Nick's signature was also unauthorized, though he is trying to trace it back to his authority to sell the property. Since the property had been sold for months at the time he signed, I doubt the .Auditor will clear him under his authorization to sell). Maud, why doesn't the Council just accept 2 1/2 years free playfeld access. Or, hold public hearings, or, refer it to the park board/planning board, or table it until you see how the GMA action finishes and what the State Auditor decides? Lora ....... ..... 108854 Illlill�li��!ryl�lil��lll�flhlV'If�IINIII�iNGVII 200609141C�WTY� S11 41NOHOMISH �SN�GTOK ...--'Rctlz;ra Address Ogden ',urphy Wallce, PLLC M 160;,'Fifth.Ave..', suite 2100 WA WDII A ti6fttL,.6h__ Sco . rt.sny.!der Document Title(;) therein) I Statutory iyaftanty6eeo Reference Number(s) 6f Doc me'n is assigned or released: NIA (on page —of documents(s.))''* . ........ . Grantor(s) (Last name first, theft first 'Rfine anti intttalsj I Edmonds School District No 15,a-YnLtn* ipak.C6,r,porauon of the State of Washington 2 3 Additional names on page of document Grantee(s) (Last name first, then first name and initials) I City of Edmonds, a municipal corporati" ofthe .5tafe of Washington 2 . . ...... ... 3 r] Additional names on page of document Legal description (abbreviated te lot, block, plat or sect(Q n, ta!ns io,. range). Portion Southwest quarter of 36-27-2 Full legal is on Exhibit A attached Assessor's Property Tax Parcel/Account Nu ber ....... 270336-003-032-00 00358-08441LEGAL 11256402 1 <r CU _q. CU CL STATUTORY WARRANTY DEED - Grantor, the Edmonds School District No 15, a municipal corporation of the State of ` t3shin.R,Ton,•_("Grantor"), for and to consideration of -fen and No/100 Dollars ($10 00) and .bthr wdiiable consideration, in hand paid, conveys and warrants to the City of Edmonds, a �unts;ipal. i iporation .of the State of Washington, all of Grantor's right, title and interest to tke ••1oI!'eza�v€iig di ,i ctribc:d real estate situated in the County of Snohomish, State of Washiri�ton.- • - ' SEE,LL•`,oAL DESCRIPTION ON EXHIBIT A ATTACHED Subjectt6 SUE PE-RVIT I'EIY--EXeEPTIONS ON EXHIBIT B ATTACHED Dated , 2006 .EDMONDS SCHOOL DISTRICT NO 15, a municipal_crirpo>•ation of the State of Washington k3•y Name Title- ........... 00358-0844/LEGAL11256402 1 = ' ?ACiE I . '- EXHIBIT A LEGAL DESCRIPTION PARCEL B I f IA'F'PORT-fON OPTHE NORTH 568 FEET OF TFIE EAST 920 FEET OF THE tiOF,:rl,fl F! T QUARTER OF THE SOUTHWEST QUARTER OF SECTION 36, -[ 0wNSHIP-2'y-N'bKiH,'RANGE 3 EAST. W M , DESCRIBED AS FOLLOWS COMM MCiNG.-AX-f" IkST QUARTER CORNNER OF SAID SECTION 36 AS SHOWN'ON T E I'i k, OF WOOD WAY MEADOWS, RECORDED IN VOLUME 40 OF PLATS, PAGIr5 7Cl.AN.D..7-I_, UNDER RECORDING NO 7907240221, RECORDS OF SNOHOM IS I=I,• CQIJN T Y,,lV;\SHINGTON, THENCE SOUTH W`37'0k" 9ASI',-ALONG THE NORTHERN MOST LINE OF SAID PLAT, AND ALONG TkIE N[)R'F9I- [ENE OF SAID SOUTHWEST QUARTER 403 90 FEET TO THE NO'RX14r-,AS'14 wkNER O1= SAID PLAT", "I HENCE SOUTH 0954'--22" WrST;-A-LONG AN EAST LINE OF SAID PLAT, 568 02 FEET TO ANOTHER N,0kt'H'L-&-S-OF SAID PLAT, THENCE SOUTH 88037'0$" E-AS;i; ekLf]NG-SAID) NORTH LFNE, 437 79FEET TO THE NORTHWESTERLY MARGkNI -OF.237•'FH • LASE SW AND A POINT` ON A CURVE TO THE RIGHT, THE CENT ER 0F?..W' ll H AGARS SOUTH 35° 13'2I" CAST 203 22 FEET DISTANT, THENCE ALONG SAID NORTRWESTERLY'MA G'IN AND ALONG; SAID CURVE, THROUGH A CENTRAL ANGLE OF 19° 1.9.15" A-N-.ARC DISTANCE OF 68 53 FEET TO THE TRUE POINT OF BEGINN[N.G-' THENCE NORTH 1 °22'52" EAS'1' 459 0$ F I >a,• •` THENCE NORTH 88-37'08" WEST 502 &6 FEET TQ.SAID EAST LINE OF SAID PLAT, THENCE NORTH 0°54'22" EAST, ALONG-'sX1 • EAR LfNE, 78 02 FEET TO SAID NORTHEAST CORNER OF SAID PLAT, THENCE SOUTH 88037-08" EAST, ALONG THE SORTI.-I:�JNE OF SAID SOUTHWEST QUARTER 877 84 FEET T-O THE WEST LINE OF-,A•I�DGE SHAPED PARCEL OF LAND CONVEYED TO SNOHOMISH COUNTY F0W-R0Aj5pU-POSES PER DEED UNDER RECORDING NUMBER 1237407, RECORD* OF.SNOHOWISH COUNTY, WASHINGTON, _ THENCE SOUTH 07° 14'40" EAST 8397 FEET TO:INTERSECTION BETWEEN THE SOUTH LINE OF THE NORTH 85 FEES' AND.-THE.VNEST LINE OF THE EAST 30 FEET OF SAID NORTHWEST QUART-F—W OI .-r l.E-' �%)UTHWEST QUARTER, THENCE SOUTH 0°54'22" WEST, ALONG SAID WEST LINE, 442.98'FFETT0' THE, NORTHERLY MARGIN OF 237TH PLACE SW, THENCE NORTH 88°36'42" WEST, ALONG SAID NORTHERLY MA,R61M"33Q-A. FEET TO A POINT OF CURVATURE TO THE LEFT HAVING A RADf[JS 0 ()3--22-.- FEET, , _ 03 58-084411SOA1,11216402 1 ' ._ f.'AbE 3 T -JEN I CE CONTINUING ALONG SAID NORTHERLY MARGIN AND ALONG SAID .-CtJRV.--E'l-l-[POUGI -1 A CENTRAL ANGLE OF 17-17224" AN ARC DISTANCE OF 61 32 -FtET" TO THE TRUE POINT OF BEGINNING -i'UA I -r IN T[ -IF- COUNTY OF SNOHOMISFI, STATE OF WASHrNGTON . .......... ti 00358-O844/LEGALI 1256402 1 "F►ACC 4 l EXHIBIT B - F •i PERMITTED EXCEPTIONS -4 ErASi Iv1E-NT AND THE TERMS AND CONDITIONS THEREOF Gllii'TEE PUGET SOUND POWER & LIGHT COMPANY URPOS ELECTRIC TRANSMISSION AND DISTRIBUTION LINE ARE A.APFECTED THE DESCRIPTION CONTAINED THEREIN IS NOT SUFFICIENT TO DETERMINE ITS EXACT LOCATION _ WITHIN THE PROPERTY HEREIN ` DESCRIBED MARCH 18, 1931 RECORDIN Il r1HER 496845 5 LAND USE PER.NNIT BINDER" ANb THE TERMS, CONDITIONS AND PROVISIONS CON=1 AWED --THEREIN RECORDED NQVEMBIR; 18, 1983 RECORDING NUMBER 83 i 11-801:8a 6 SNOHOMISH COUNTY REGIONAL UCREATIONAL TASK FORCE INTERLOCAL AGREEMENT WlTI4 THE CITY" OF EDMONDS AND EDMONDS SCHOOL DISTRICT #IS-'FQR Tll' ' E OLD WOODWAY ELEMENTARY SITE RENOVATION AND""FE18'fOtIVIS, CONDITIONS AND PROVISIONS CONTAINED THEREIN-:•••..••-•= RECORDED DUNE 23, ] 999 RECORDING NUMBER 1999062304 00358-0844/I.ECALI 1256402 1 eft 0 5 - - 108999 . r'• • m 1111 il 101111 IN 111111111111 11ii 1111 Ei 1111 - 20OP9210256 6 M am �37 S140HOM SH6COUNTY, •WI I TON -Reta'rp.,4dclress a ru �URlNS'I'EAf]_�CONSTRUCTION CO m 119$0_ltr 44$IrEei ro •filcilevur, W11,'.98gt75_:• Atteriion _• `rrltany E}rnwn ate+ h cu7 1' li) p .A x Document T,tle(s) (sir iransactlons•coniarned therein) ac I Statutory Wv'r'ar>:ty Deed .INSURED BY 53a� �y7 COICAGO TITLE 3� Reference Number(s) ofDoeUrnents asstgned or released: N/A (on page _ of documents())`, Grantor(s) (Last name first, them tir52_r?afne and �nttsals) ;.. I Edmonds School District ND 1ST x rnu6lclp4VCorporation of the State of Washington 2 3 ❑ Additional names on page _ of document.-.-. Granter(s) (Last name First, then first name and-inipals�.- 1 Durnstead Construction Co, a Washington corporation 2 3 Ej Additional names on page —of document Legal description (abbreviated r e lot, block, plat orsection, towt>�harat�gj 1 Portion Southwest quarter of 36-274r 3 r� Full legal is on Exhibit A attached ' Assessor's Properly Tax ParceUAccount N tuber - 270336-003-032-00 `- 003 58-084411,EGA 1, 11259609 1 ,r STATUTORY WARRANTY DEED Grantor, the Edmonds School District No 15, a inunlcipal corporation of the State of 1]Jash�rl�tUri("Grantor"), for and in consideration of Ten and Nol100 Dollars ($10 00) and .6". r v�r uable 1;unsjderatlon, 1n hand paid, conveys and warrants to the Burnstead 'Corlstri ctjidrx C6", a Washington corporation, all of Grantor's right, title and interest in the fbilo wiri descrtbad're�l.estate situated In the County of Snohomish, State of Washington SEE--f;l✓G-, [k . DESCRIPTION ON EXHIBIT A ATTACHED Subjecrto Sa PERMITTED EXCEPTIONS ON EXHIBIT B ATTACHED DatedC,�,._'' Pp , 2006 )✓DMONDS SCHOOL DISTRICT NO 15, a rflutuctpal corporation of the State of Washington By.- Ti6e 3 • i' y . • '� P13t;.ri z • 00358-0844/1-EGALI 1259609 1 - ST,1-VF OF WASHfNGTON j ) ss .-COUNTY OF SNOHOMISH ) Qn this ,day of f 2006, before me, the undersigned, a {Votary I'itblfc inand for the State of Wa_yhmgton duly commissioned and sworn, personally .Ppearled, , to me known to be the person who signed a ' of the Edmonds School District No 15, a municipal cc<rp in .. ai fit ate off' Washington that executed the within and foregoing instrument, and dckri�i►�rledged said --.instrument to be the free and voluntary act and deed of said- * for tfiee 4nd"purposes therein mentioned, and on oath stated that he/site was duly etecid;'qualredrarid acting as said officer of the political subdivision of the State of Washington, Shat-be/Ae'riaa,;s-zuthorized to execute said instrument and that the seal affixed, if any, is the staI+af'said-corperation IN Wi"i` RSS WUERi• OrNa�e hereunto set my hand anti official seal the day and year first above wri8ert-, " {S azure of Notary) (Print gr-5tamp name of Notary) .."NOTARY PUBLIC in and for the State ofvasfutigtoii, residing mat = MY-appoii ent expires Je 1 ,{11J I!!Ilrrr i• 0 �55 r 4 r• _ � ` rvr�� y��Qr ` b- 00358.0844/LEGALI 1259609 I •f - S r.' - EXHIBIT A LEGAL DESCRIPTION PARCEL A r THAT P00-ION PF;T-HE NORTH 568 FEET OF THE EAST 920 FEET OF Ti-1E NORTHWEST -Ql. ARTER"OF THE SOUTHWEST QUARTER OF SECTION 36, TOWNSHIP 27 NORTR,'RAI�C�.,E 3 ExIS•T;._W M , DESCR BED AS FOLLOWS COMM QUARTER CORNER OF SA ID SECTION 36 AS SHO WN ON THE PLAt-,& WO'OD-WAY MEADOWS, RECORDED IN VOLUME 40 OF PLATS, PAGES 70 AND 71, UN©ER RCfi EFRD[NG; NO 790724022i, RECORDS OF SNOHOMISH COUNTY, WASHINGTON;"THEN'(;E•S:OUT'H 9803T08" EAST, ALONG THE NORTHERN MOST LINE OF SAID PLAT, ,4ND,AE,ONCil.T- HE:i bRTH LINE OF SAID SOUTHWEST QUARTER, 403 90 FEET TO THE NORTHEAST C.f3Mi R OF SAID PLAT, i HIrNCE SOUTH 0°5#'22"' WST,.•ALONG AN EAST LIME OF SAID P LATI 78 02 FEET TO THE POINT OF BEGINNt'NG,:= THENCE CONTINUING'-SOVTN'0?5. 4'22''.WEST, ALONG SAID EAST LINE, 490 00. FEET TO ANOTHER NORTi-1 LINE OF SAID PLAT, 'I'HF.NCE SOUTH 88°3T08" V-A§T; "ALQNG.9AID•NORTH LINE, 437 79 FEET TO THE NORTHWESTERLY MARGINbF 23�144 PLACE SW AND A POINT ON A CURVE TO THE RIGHT, 'PHE CENTER OF WHIdi-BPARS-$OUTH 35°I.3'21" EAST 203 22 FEET DISTANT, THENCE ALONG SAID NORTHWESTERLY MARC* AND ALONG SAID CURVE, i THROUGH A CENTRAL. ANGLE OF 19°i9`15",A'N ARC Dl�TANCE OF 68 53 FEET, THENCENO RTH 1°22'52" EAST 459 08 FEET; TI IENCE NORTH 88037'08' WEST 502 66 FEt=T i'4 THE POINT OF BEGINNING R SITUATE IN TI•IE COUNTY OF SNOHOMISH, STATT-"..WASHINGTON �l PAG,d' 0035"844/LEGAI-11259609 1 - : :_.... EXHIBIT B ` PERMITTED EXCEPTIONS (r) n0ndellnyuent taxes and assessments, �i1•)'gxisting-4 a00ements and matters disclosed by a survey of the Property, 01.0-figh6 resew )p federal patents or state deeds, and building or use restrictions gerieraL.Ic�.t�e�iis[nct, 4 (Iv)-,dny,xriechamcs' or other hens or matters created by, consented to or caused by Ptircser•,oc arlstrrg out of or in any way connected with Purchaser's entry upon the PrQ�rtY; (v) the follk�np:'; J 4 EASEMI�NT`AND`TI- -TERMS AND CONDITIONS THEREOF. GRANTEE .--PIJQET SOUND POWER & LIGHT Ct�IvIPANY PURPOSE ` ELECTRIC TRANSMISSION - AND DI•9"1'-RIBUTION LINE AREA AFFECTED"' THE .DESCRIPTION CONTAINED _.- II1 RirIN IS NOT SUFFICIENT TO DETERMlI K9ITS EXACT LOCATION •., WITHIN THE PROPERTY HEREIN •-4 �5C-I�Ig-Ei3 -- . RECORDED MARCH_-_1$;-193:_I RECORDING NUMBER 496845: 5 LAND USE PERMIT BINDER AND THE 7°EIIVIS, CONDITIONS AND PROVISIONS CONTAINED THEREIN RECORDED NOV EMBER I S f'1- 983- -' RECORDING NUMBER. 83 11180180 6 SNOI-IOMISH COUNTY REGIONAL RECREATIONAL TASK FORCE. TNTERLOCAL AGREEMENT WITH THE CITY OF EDIC O NDS..AND EDMONDS SCHOOL DISTRICT 415 FOR THE OLD WOOD}WA.Y" ELEMENTARY SITE RENOVATION AND THE TERMS, CONI)T 6N9-AND PROVISIONS CONTAINED THEREIN 00358-0844/LEGALI 1259609 1 PAG 3 t ... ....... RECORDED JUNE 23, 1999 RECORDING NUMBER 199906230764 CASEMENT AND THE TERMS AND CONDITIONS THEREOF - -PA?4rEE THE CITY OF EDMONDS, A MUNICIPAL CORPORATION PVRP SE.TEMPORARY DEMOLITION EASEMENT . AFF -..AREA4� Z�TED AS DESCRIBED W SAID DOCUIVENT SEPTEMBER 14,2006 .-l..-..--kF,C-dRDfNG NUMBER 200609140682 0035.8-09441LEGAL11259609 1 SNOHOMISH COUNTY COUNCIL k,-15'SNOHOMISH COUNTY, WASHINGTON 1 MOTION NO. 06-547 A MOTION OF THE COUNTY COUNCIL OF SNOHOMISH COUNTY AUTHORIZING APPROVAL OF AN INTERLOCAL COOPERATION AGREEMENT BETWEEN SNOHOMISH COUNTY AND THE CITY OF EDMONDS PROVIDING ASSISTANCE IN THE ACQUISITION OF THE OLD WOODWAY ELEMENTARY SITE WHEREAS, the Comprehensive Parks and Recreation Plan for Snohomish County has documented a County -wide need for the acquisition and development of community parks with quality active recreational facilities; and WHEREAS, the Snohomish County Executive and the Snohomish County Council have determined that it is consistent with the Comprehensive Parks and Recreation Plan for Snohomish County and is in the best public interest of County residents to participate in joint partnerships to increase recreational opportunities; and WHEREAS, the City of Edmonds and Snohomish County have identified that acquisition and recreational development of all or a portion of the Old Woodway Elementary site would be beneficial for the City of Edmonds while enhancing recreational opportunities for the general public and the community as a whole; NOW, THEREFORE ON MOTION, the County Council of Snohomish County resolves the following: Section 1. The Interiocal Cooperation Agreement between Snohomish County and the City of Edmonds for acquisition and recreational development of all or a portion of the Old Woodway Elementary site is hereby approved. Section 2_ The County Executive is authorized to execute the Interlocal Cooperation Agreement with the City of Edmonds and any amendments to this Agreement allowed by Snohomish County Code. PASSED this 13th day of December, 2006. ATTEST: SNOHO ISJW COUNCIL Snohom" h shington Chairperson D-13 AFTER RECORDING RETURN TO: Snohomish County Council 3000 Rockefeller Avenue M/S #609 Everett, WA 98201 AN INTERLOCAL COOPERATION AGREEMENT between SNOHOMISH COUNTY and the CITY OF EDMONDS for ASSISTANCE IN THE ACQUISITION OF ALL OR PART OF THE OLD WOODWAY ELEMENTARY SITE THIS INTERLOCAL AGREEMENT (the "Agreement") 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 (the "City") under the authority of the Interlocal Cooperation Act, chapter 39.34 RCW. For and in consideration of the mutual promises set out below, the parties agree as follows: 1. Purpose. The purpose of this Agreement is to provide a means for the County to assist the City in the purchase of all, or a portion of, a parcel of property owned by the Edmonds School District #'15, located within the City, in order to create a park for the use and enjoyment of both County and City residents. Acquisition of such property using funds approved by the County Council is appropriate provided the City makes the property and any public facilities thereon available to County residents on the same terms as those which govern their availability to City residents. 2. Property. The property to be acquired is commonly known as the Old Woodway Elementary Site (the "Property"), and is located at 23700 — 104'h Avenue West within the City limits of Edmonds, ,Snohomish County, Washington, more particuiarly described as follows: The north 568 feet pf the east 920 feet of the northwest Y4 of the southwest % of Section: 36, Township: 27N, Range: 3E.W.M. subject to an easement to Standard Oil Co. over the south 33 feet of the north 118 feet of said northwest % and subject to road right-of-way over east 20 feet thereof. 3. Duration/Termination. This Agreement shall become effective when executed by the parties and recorded with the Snohomish County Auditor in accordance with RCW 39.34.040, and shall continue in perpetuity. This Agreement may be terminated in the event of failure of funding from any source or other non -appropriation of funds or upon the mutual written agreement of the parties. 4. Duties of the City. The City shall: a. Acquire all or a portion of the Property as described in Section 2 of this Agreement and upon closing, record a declaration Of protective covenants, conditions, and restrictions to maintain, operate and preserve the Property, in perpetuity, as a park and recreational Facility for public use, which declaration shall be substantially in the form attached hereto and incorporated herein by this reference as Exhibit A. b. Make the Property and any facilities thereon available to County residents on the same terms as those which govern their availability to City residents. C. Provide an identifying sign at the entrance to the Property listing Snohomish County as a participant in the acquisition of the Property. d. Develop the Property as a park and recreation facility. e: Guarantee and provide long-term maintenance of the Property and any future facility improvements. Forward a copy of the recorded deed and declaration of covenants with the County as soon as the same are returned from the Snohomish County Auditor. 5. Duties of the County. The County shall provide financial assistance to the City in the amount of up to One Million, Two -Hundred Thousand dollars ($1,200,000) for acquisition of the Property. Payment shall be made within ten (10) days of receipt of an invoice from the City submitted with documentation of imminent or completed acquisition of the Property. 6. Conversion of the Property. The Property acquired with funds under this Agreement may not be converted to uses other than park and recreation facility uses unless the County approves the conversion. ]-he County may approve the conversion if it is assured the facilities will be substituted or replaced with similar facilities that are of at least equal value at a park property in the same geographic area. 7. Miscellaneous. a. Com fiance 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. b. Hold Harmless and Indemnification. The City shall assume the risk of, be liable for, and pay all damage, loss, costs and expense of any party arising out of its activities under this Agreement, except that caused solely by the negligence and/or willful misconduct of the County and its employees acting within the scope of their employment. 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, suits, 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 Property or the performance of this Agreement, or arising out of the design, construction, use or maintenance of improvements to be constructed in full or in part on the Property, or any act, error or omission of the City, the City's employees, agents and subcontractors, whether by negligence or otherwise. It is specifically and expressly understood that the indemnification provided in this Agreement constitutes the City's waiver of immunity under the state industrial insurance laws, Title 51 RCW, solely for the purpose of this indemnification. The City agrees that this waiver has been mutually negotiated. C. Amendments. This Agreement shall constitute the full and complete agreement of the parties and may be amended only by written agreement of the parties, executed in the same manner as provided by laws for the execution of this Agreement. d. Severability. Should any clause, phrase, sentence or paragraph of this Agreement be declared invalid or void, the remaining provisions of this Agreement shall remain in full force and effect_ EXECUTED this day o 006. "COUNTY" "CITY" SNOHOMISH COUNTY: Q 1 CITY OF EDMONDS g�AAA�}'i1�F:i_, cmuty F,_ By- u-` - By: Aaron Reardon Date Date Approved as to Form: Deputy se utin Attorney . COUNCIL USE ONLY Approved - ,f Q6 Docfile: Return to - Barbara Sikorski County Council M/S 609 5 pG5 �Qm6iZ.2.�p13fi fdASKI�GiQ4l 121281Z0� 5tlQ js Please print neatly or type information. - Document Title(s) Reference Number(s) of related documents: ff� Additional Reference Ws on page Grantor(s) (Last, First, and Middle Initial) Grantee(s) (Last, First, and Middle Initial) Additional Grantors on page Additional Grantees on page Legal Description (abbreviated form: Le. lot, block, plat or section, township, range, quarter/quarter) Complete legal on page Assessor's Property Tax Parcel/Account Number Additional parcel Ws on page The AuditorlRecorder will rely on the information provided on this form. The responsibility for the accuracy of the indexing information is that of the document preparer_ '1 am requesting an emergency nonstandard recording for an additional fee as provided in RCW 36-18.O10. 1 understand that the recording processing requirements may cover up or otherwise obscure some part of the text of the original document. Signature of Requesting Party f'age I of 2 McCallister, Sheila From: Stickney, Larry Sent: Wednesday, November 29, 2006 11:30 AM To: McCallister, Sheila Cc: Koster, John Subject: FW: Sherwood Park -Free until 2009! Follow Up Flag: Follow up Flag Status: Flagged For the record. — Larry Larry Stickney, Legislative Aide to Councilman Koster Snohomish County Council 425-388-3494 http://wwwf.co.snohomish.wa.us/Departments/Council/Districts/District 1/ -----Original Message ----- From: VotePetso@aol.com [mailto:VotePetso@aol.com] Sent: Tuesday, November 21, 2006 9:43 PM To: Koster, John; Sievers, Kirke; Nelson, Gary; Gossett, Dave; Somers, Dave Cc: Stickney, Larry; Schlade, Carri; Nelson, Geoffrey; Wilson, Cecilia; Parks, Eric; marc.krandal@co.snohomish.wa.us; maurinmark@comcast.net; editor@edmondsbeacon.com; edmonds@heraldnet.com; sheets@herafdnet.com; AlbionAct@aol.com; difheat@drizzle.com; swa ldbu rger@ he ra l duet. co m Subject: Sherwood Park -Free until 2009! To all: Please be aware that the County, the Edmonds School District, and the City of Edmonds are parties to an interlocal agreement that provides "two full sized playfields" to residents of Edmonds, South Snohomish County (Esperance), and neighboring jurisdictions. The contract can remain in force until 2009 AT NO COST TO ANY TAXPAYER of either the District, the City, or the County. While it would obviously be irresponsible for any jurisdiction to walk away from a contract for FREE PLAYFIELDS, that appears to be exactly what the county is planning to do at an upcoming meeting. 11 /29/2006 I'age 2 of 2 Please change the plan; don't give away three years of FREE PLAYFIELDS, in a County with a shortage of playfields. There is some rnis-information floating around, including the idea that the fields can be replaced on the portion of the property purchased by the City. (The fields cannot be replaced on the City portion; at best some really tiny fields with inadequate parking could be placed on that property). Other mis-information states that there is ongoing work on a recreational complex for the nearby (old) Woodway High School site, but that "red -herring" project is all but dead. Finally, I recently heard mis-information to the effect that the City Council and the School District had agreed not to preserve the playfields. Not true. According to the public record, the City desired to purchase the entire property, and offered over 7 million dollars to the Distirct, but the District demanded an additional $300,000 that the City could not afford. The. City made additional attempts to acquire the property, but the District denied each. In the end, the City bought only half the property, the part without playfields. Three City Councilmembers wanted to acquire the entire property, and were willing to pay for it now, three others wanted to acquire the entire property but felt that the City could not afford to buy the entire property at this time. That is not an agreement to abandon the playfields. That is 6 of 7 City Councilmembers who would like to preserve the playfields. While only half of those felt that the City could afford to do so at this time, all six expressed a desire to save the playfields. The County can make that possible, at no expense to any taxpayer, by allowing the Interlocai agreement to continue its full term (until 2009). There is no justifiable reason for the County to do otherwise, since County residents from Edmonds, Woodway, and the Esperance area of Snohomish County are the primary users of the playfields. Before you vote to eliminate these great, free, playfields; please call your constituents in Esperance; especially those with children that play soccer and T-ball on these fields each year. With the trouble the County is having with finding playfields, I CANNOT BELIEVE YOU WOULD EVEN CONSIDER ABANDONING THESE FIELDS PRIOR TO EXPIRATION OF THE CONTRACT IN 2009. Lora Petso Edmonds 206-542-7464 11 /29/2006 Page I of-2 McCallister, Sheila From: Rob Trahms lrtrahms@comcast.netj Sent: Tuesday, November 21, 2006 1:46 PM To: Koster, John Cc: Stickney, Larry Subject: Presssing issues regarding Old Woodway Elementary (OWE) school property in Edmonds Follow Up Flag: Follow up Flag Status: Flagged Dear Council member Koster — I am writing to you regarding upcoming County actions concerning the Old Woodway Elementary (OWE) School Property in Southwest Edmonds, otherwise known as Sherwood Park. History This property has been vacant for 30 years, and has essentially served as a de -facto park & playfield area for county residents & sports leagues alike. Many enjoy the trees, trails, full-size baseball and soccer fields daily as a place to walk, practice & meet neighbors & friends. You may recall that this area was publicly recognized as an asset back in 1999, when the City of Edmonds, Snohomish County & Edmonds School District- created a 10-year Inter -Local Agreement officially declaring Sherwood Park as a public park, for the enjoyment by the residents of the county. through 2009. The agreement stated that it could only be prematurely nullified by agreement of all three parties (the city, the county & the school district). The Edmonds School District recently sold this 1 l.-acre property, which it viewed as surplus. It sold half (5.5 acres) to the City of Edmonds for development as a park, and the other half (5.5 acres) to Burn -stead Development for a suburban development of --25 new houses. The Problem While the City of Edmonds developing a park on their half of the OWE property is great news, the fact that there will also be concurrent development on the Burnstead part of the land greatly impacts the surrounding community, by essentially making the entire 1 t-acre parcel one large fenced -off construction site, off-limits and unusable to all county residents who have used this area as a recreation haven for 30 years. This is unacceptable. Upcoming County Actions on O WE: The Good and The Bad are Linked! I understand that at an upcoming meeting, the Snohomish County Council will be deciding on whether a) to approve $1.2 million in grant funding for the City of Edmonds to develop the park on their half of OWE, and b) to prematurely nullify the Inter -Local Agreement for Sherwood Parke. It is also my understanding that these items are linked, although it -makes no sense to me why they should be. The funding (a) is great, and should be approved to allow the City of Edmonds the funds to'make a great city pdrk on their 5.5 acre piece. The Inter -Local Agreement (b) on the other hand should be kept in place, to allow the other 5.5 acre portion (the playfields) to continue to function as the current park for the county residents until 2009, when a new city park development on the first 5.5 acres should be complete. Not keeping the Inter -Local Agreement in place will deprive county residents of any open space in the area for the next few -years. This would not be acting in accordance with good stewardship of public lands for the residents of the county. 11 /29/2006 Page 2 of 2 Requests l ) Please separate the $ l.2 million grant and Inter -Local Agreement issues being decided by the County Council. 2) Please approve the $ (_2 million grant funding for the City of Edmonds to develop the park on 5.5 acres of OWE. 3) Please reject the premature nullification of the Inter -Local Agreement for Sherwood Park, keeping it in place until it expires in 2009. -thank you for your time and attention in this matter. Rob Trahms 10505 Nottingham Road Edmonds 206-533-1468 (home) 206-919-6181 (cell) l 1 /29/2006 Please keep our playfield open - ep the agreement Page I of? McCallister, Sheila From: Cliff Sanderlin [clifheat@drizzle.coml Sent: Tuesday, November 21, 2006 1:37 PM To: Koster, John Cc: Stickney, Larry Subject: Please keep our playfield open - Keep the agreement Follow Up Flag: Follow up Flag Status: Flagged This letter is regarding county actions concerning the Old Woodway Elementary (OWE) School Property on 101th and 237th SW in Southwest Edmonds, otherwise known as Sherwood Park or Sherwood Playfield.. This property has been vacant for more, than 30 years, and has served as a park and playfield for county residents and sports leagues, Many users enjoy the open space, trees, trails, and full-size baseball and soccer fields daily as a place to walk, practice and meet neighbors and friends_ The playfield is truly a community meeting place, where many people from around the County bump into each other while exercising and/or walking their dogs. This area was pub--ric-ly-r&Lcognized as a ggAMW asset in 1999 when the Ci f Edm d iohom' h bounty , Edmonds School District created a I0- ear Crater -Local A reemettt officially dec laring Sherwood Park as a ublic ark For the enjoyment by the residents of the county through 2009 The agreement stated that it could only be prematurely nullified by agreement of all three parties (the city, the county & the school district). The Edmonds School District recently sold this I I -acre property, which it viewed as surplus. It sold half (5.5 acres) to the City of Edmonds for development as a park, and the other half (5.5 acres) to Burnstead Development for a suburban development of --25 new houses. he i'r [en: The City of Edmonds half of the OWL; property is not large enough to accommodate the two [Lill -sized playfields (soccer and baseball)_ Furthermore, a housing development on the Burnstead half of the land will have an adverse affect onthe stirroundi=i; community. The builder proposes to make the entire 5.5-acre parcel one large fenced -off area, off-limits and unusable to all county residents who have used this area as a recreation haven for decades. This is unacceptable_ Upcoming County Actions on OWE: The Goad and The Bad are Linked! I understand that at an upcoming meeting, the Snohomish County Council may decide on whether a) to approve S 1.2 million in grant funding for the City of Edmonds to develop the park on their Half of OWE, and b) to prematurely nullify the [titer - Local Agreement for Sherwood Park. It is also my understanding that these items are linked, although it makes no sense to me why they should be. The funding (a) is great, and should be approved to allow the City of Edmonds the funds to make a great city park on their 5.5 acre piece_ The Inter -Local Agreement (b) on the other hand should be ke t in lace; to allow the.other 5.5 acre portion (the playfields) to continue to function as Elie current park for the county residents until 2009, when a new city park development on the first 5.5 acres should be complete. Not keeping the Inter -Local Agreement in place will deprive county residents of any open space in the area for cite next few years. This would not be acting in accordance with good stewardship of public lands for the residents of the county. 1V✓(}� Requests l) Please separate the $1.2 million grant and Inter -Local Agreement issues being decided by the County Council_ 2) Please approve the S 1.2 million grant funding for the City of Edmonds to develop the park on S_S acres of O WE_ 3) Please reject the premature nullification of the Inter -Local Agreement for Sherwood Park, keeping it in place until it expires in 2009. Thank you for your time and attention in this matter. If you would like to discuss'this, I can be reached at (206) 546-8983 1 l /29/2006 Please keep our playfield open - ep the agreement Page 2 of'-) (home) or (206) 382-7005, ext 227 (work), Sincerely, Cliff Sanderlin 1 l /29/2006 To: County Councilmembers Re: Proposed Motion #06-546 County Agenda Date: December 13, 2006 S1VUl�tir�ti:�� Irt.J�'1fV'1� ��] 1-7 RECE+�lED ��c 7lAAE D E C 6 2006 CC'b to: CF"�_ pr -__ GIST 1 IC;$ n DST 2 Stm Ehru� — 0*7 a ALP so — o5d a JLC Relief requested: Vote No! Keep the existing Interlocal Agreement in Effect so that these playfields can continue to be used. Sherwood Park at the Old Woodway. Elementary Site, Edmonds - 3/14/2006 ABBREVIATED SUMMARY OF FACTS The subject property, approximately 11 acres, is shown in the photo, though the covered play area between the school building and the woods has been removed since the photo was taken. Level areas of the property are occupied by two full sized athletic fields, the ;- building area, and parking. The wooded areas of the property area are more sloped. There is an intermittent stream/wetland area beyond the baseball outfield. The j upper right corner of the property includes an uphill trail leading to a wooded open space area across the street from the subject property. The southeast courtyard of the building area includes a specimen tree (see photo below). As early as 1993, efforts were made to have the City of Edmonds acquire the property for a park. (This area of the City has no parks . Neighbors signed a petition for a park, and then council president Dave Earling, Mayor Hall, and Snohomish County Councilmember Brubaker attempted to acquire the property for a park. In the end, the school district decided not to sell the property. Subsequently, .when area residents were asked to vote to annex to the City, area residents were promised the property would become a park. The annexation voted succeeded, and, a joint venture was arranged between the City, the School District, and Snohomish County, for a park. To this day, a sign remains on the backstop at the baseball field as evidence of the cooperative agreement to create "Sherwood Neighborhood Park" and provide playfield improvements. In addition to the playfields, the wooded areas (trails, tree forts) and the building area (covered walkway, laser tag, tennis) see significant recreational use. As a park, the property meets a variety of needs, with enough space for traditional neighborhood park amenities (big toy, picnic tables, etc) to be added. Another sign, also on the backstop, indicates clearly that the City is in charge of use of the playfields. The City has also provided restroom facilities (a port -a -potty) and minimal maintenance for the park property. The property is listed in the Park Comprehensive Plan as one of the "school" sites that currently offer neighborhood park facilities, and is identified for acquisition. Because the park includes full sized playfields, it is suitable for both adult and youth activities. It also may be booked for multiple uses, as seen in this photo, taken THIS spring, 2006, of three youth teams practicing simultaneously. Two teams of younger children are playing T=ball on the soccer field, and some older children are using the baseball field. In 2001, the City of Edmonds adopted its Park, Recreation and Open Space element of the Comprehensive Plan. The Park Comprehensive Plan demonstrates the lack of parks in this part of Edmonds, and also a City wide need for additional parks and playfields. A minimum of 21 additional acres of neighborhood park are needed (7 sites at a minimum of 3 acres per site), as well as more open space (30.20 acres needed), baseball fields (7 additional fields needed), softball fields (.5 additional fields needed) and soccer fields (4 additional fields needed). The above numbers include the fields on the subject property in the existing inventory, with the baseball field counted as both a baseball and a softball field. This map, taken from the Park Comprehensive Plan, designates the subject property as planned to be acquired for a neighborhood park. There is also a proposed trail connection to a proposed community park at the Old Woodway High School site. While staff materials include mention of a "notation" listing the property at just 3 acres, not 11, the intent has always been to acquire the entire property. It is clear from the plan text that the 3 acre number was a minimum size assigned to all 7 areas where neighborhood parks were needed to generate a total acreage figure for the neighborhood park deficiency. The plan acknowledges that 4 to 7 acres would be a better size for a neighborhood park, and no maximum size is given. The map shows the entire property as a proposed acquisition. In the last year or so, the City has twice offered millions of dollars to purchase the property for a park. The City even offered to buy a right of first refusal to match the top offer received for the property. The School District has declined both purchase offers, and refused to sell a right of first refusal to match the top bid. In the end, the City was able to negotiate only a partial purchase of the property, see photo below. YAb1� The portion of the property purchased by the city (approx. Green outline) does not include either of the playfields, or enough land to replace those fields. The location of the specimen tree (yellow outline) makes it look as though fields would not even be possible on the portion of property the City was allowed to purchase. ' If forced to cram athletic fields and neighborhood amenities into a small i space, the City would face the problems encountered at Sherwood Elementary F (where- a very large and very unattractive fence is needed to protect kids on the big toy from play on the field) or Pine Street Park (where field use is restricted to children age 10 and under, and other park uses are crammed into a tiny area of the park beyond the outfield fence; park users are in danger of being hit by a baseball anytime the field is in use). Parking would be inadequate, as any game requires a minimum of 30 parking spaces. In the last week or two, no trespassing signs have been posted on the fence (on City property) claiming that Sherwood Park is private property. While I was at the County Committee meeting on December 4, the developer began digging holes in the playfields. By voting No!, the County can preserve these playfields for another couple of years at NO COST TO ANY CITIZEN! Please stop the digging. Don't let going from here: To here: Be your legacy as a Councilmember! Lora Petso VotePetso @ aol.com 206-542-7464 RETURN TO: Snohomish County Parks & Recreation 3000 Rockefeller Ave. MS 303 Everett, WA 98201 ORIGINAL SNOHOMISH COUNTY REGIONAL RECREATION TASK FORCE INTERLOCAL AGREEMENT with the CITY OF EDMONDS and EDMONDS SCHOOL DISTRICT #15 for the OLD WOODWAY ELEMENTARY SITE RENOVATION WHEREAS, Snohomish County's Comprehensive Park Plan and Regional Recreation Task Force have documented a County -wide need for regional athletic facilities; and WHEREAS, The Snohomish County Executive and Council have determined that it is consistent with the Snohomish County Comprehensive Park Plan and is in the best public interest of County residents to participate in joint partnerships to increase recreational opportunities; and WHEREAS, the Snohomish County Regional Recreation Task Force developed a competive process to identify and evaluate potential athletic field development/ renovation projects to be accomplished through the cooperation of local city, school district, and County jurisdictions; and 1.4 Term. This agreement shall commence upon execution by the parties and shall remain in effect for ten (10) years according to its terms. 1.5 Termination. This agreement may be terminated only upon written agreement of the parties, executed in the same manner as provided by law for the execution of this agreement; provided that the County may terminate this agreement based on lack of legislative appropriation. 1.6 Amendments. This agreement may be amended only upon written agreement of the parties, executed in the same manner as provided by law for the execution of this agreement. This agreement shall constitute the full and complete agreement as between the parties. 1.7 Conflicts. The parties acknowledge and recognize the existence of an interlocal agreement between the City and the School District dated March 25, 1997. The documents shall be read and interpreted in such a manner as to fully effectuate all of their provisions, provided, however, in the event of irresolvable conflict between the language of the interlocal agreements, this agreement shall control. II. DUTIES OF THE PARTIES 2.1 School District's Duties. The School District agrees to make the premises available for City and County residents on the same terms as it is available to School- District residents 2.2 City's Duties: The City agrees to: a) Within two years of receiving the approval provided for in this Agreement, install bleachers and two (2) concrete dugouts, renovate the backstop, and provide top dressing as needed at the. Old Woodway Elementary. site baseball field. b) Provide an identifying sign listing Snohomish. County as a financial participant in the park site development. c) Guarantee and provide long-term maintenance and upkeep of the ballfields and any improvements. 3.4 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. The prevailing party in any litigation to enforce the terms of this Agreement shall be entitled to recover its reasonable attorneys' fees and costs. 3.5 Severability. Should any clause, phrase, sentence or paragraph of this agreement be declared invalid or void, the remaining provisions of.this agreement shall remain in full force and effect. EXECUTED this day of SNOHOMISH COUNTY: Robert J. Drewel, County Executive APPROVED AS TO FORM: Deputy Pros uting Attorney REVIEWED BY RISK MANAGEMENT: ()Approved ()Other 1999. EDMONDS SCHOOL DISTRICT: Susan Torrens, Superintendent CITY OF EDM.ONDS Barb Fahey, Mayor APPROVED AS TO FORM: PAP -al.>• October 13, 1998 Kay Akerlund Capital Funds Specialist Snohomish Courity Parks & Recreation 3000 Rockefeller Ave., M.S. 303 Everett, WA 98208 Dear Ms. Akerlund, Please find attached invoices totaling $5,181.63 used for field improvements at Old Woodway Elementary School (Sherwood Neighborhood Park) in Edmonds as part of our Snohomish County Field Partnership Grant. H & L Sporting Goods 3/6/97 field equipment $ 939.06 BSN Sports iddings inc. 11/7/97 bleachers 2430.20 iddings inc. 3/16/98 infield mix (1/2 load) 406.33 Cadman Inc. 3/23/98 9/22/98 infield mix field mix 812.87 593.17 Total $ 5181.63 Even though this is a relatively small grant, it has enabled us to improve the conditions on these fields to allow a higher level and safer play. These are the first and last invoices from us for this grant. Thank you for your support of our community and continued cooperation. Please call me if you need any more information or clarification. Sincerely, Brian McIntosh Cultural/Recreation Supervisor 425-771-0232 cc. Debbie Terwilliger Arvilla Ohlde INTERLOCAL AGREEMENT BETWEEN CITY OF EDMONDS AND EDMONDS SCHOOL DISTRICT NO.15 "irs, Maintenance, & Scheduling of Playfield at Madrona School & Old Woodway Elementary THIS AGREEMENT made this -25 day of , 1997, by and between the Edmonds School District No. 15 and the City of Edmonds, both municipal corpl3rations under the laws of the State of Washington, hereinafter referred to as "District" and "City" respectively. WHEREAS, Chapter 39.34, RCW (Interlocal Cooperation Act) permits local government units to make the most efficient use of their powers by enabling them to cooperate with other government entities on the basis of mutual advantage and thereby to provide services and facilities in a manner pursuant to forms of governmental organizations that will accord best with geographic, economic, population, and other factors influencing the needs and development of local communities; and WHEREAS, District owns and operates Madrona School and Old Woodway Elementary School which are located within the comprehensive planning area of the City; and WHEREAS, City operates park and recreation programs and has identified a need for additional outdoor athletic and recreational facilities; and WHEREAS, City and District agree that it, would be in the best interest of the school and community to jointly repair and maintain the playfields. at Madrona School and Old Woodway Elementary Schools; and WHEREAS, City has allocated labor and materials for repair of school fields and has determined that the repair, maintenance, and scheduling of playfields -at Madrona School and Old Woodway Elementary will be of positive benefit to the citizens of the City. NOW, THEREFORE, BE AGREED, upon approval of each agency in .accordance with RCW 39.34.030, the parties agree as follows: 1• PURpQSE. The purpose of this agreement is to provide a framework for the. City to Perform minor repairs, seasonal maintenance, and field scheduling at Madrona School and Old Woodway Elementary School. In consideration of the City's contributions as specified in this agreement, the City, at a minimum, shall have access to the fields for the use of its citizen_ s and its softball and soccer programs for the period specified herein. 2- O 11U The District shall: 2.1. 'Msist in the development 'and supervision of the -repair and maintenance plans in consultation with the City' Parks -and Recreation staff' and such other citizen input as the. Edmonds City Council and Mayor _shall determine, provided, however, that such eitizea input shall be gathered by the. Edmonds Parks and Recreation Department staff and forwarded to the District. 6. RECORDS.' The City shall maintain records in accordance with generally accepted accounting principals of the funds expended pursuant to this contract Such records shall be available ,AWing normal working hours for the review of the District, its accounting representatives or the State tor. CITY OF EDMONDS • • • • • • 1 DATE: ATTEST/AUTIEENTICATED: SANDRA S. CHASE, CITY CLERK APPROVED AS TO FORM: CITY ATTORNEY EDMONDS SCHOOL DISTRICT NO. 15 WE Tffl�— W_t1 • loci r DATE: 4/22/97 CITY OF EDMONDS GARYHAAKENSON CITY HALL - THIRD FLOOR MAYOR 121 5TH AVENUE NORTH • EDMONDS, WA 98020 • (425) 771-0247 • FAX (425) 771-0252 OFFICE OF THE MAYOR Inc. 189v March 29, 2006 Marla S. Miller, Executive Director Edmonds School District 20420 68`h Avenue West Lynnwood, WA 98036-7400 Re erence: Woodway Elementaty Second Purchase Offer Letter a Intent Dear Marla: Saturday morning in executive session the Edmonds City Council authorized me to present a second City offer for the purchase of the Woodway Elementary School property. Since this transaction involves what we see as three property components, I thought it might be worthwhile to discuss what we are trying to accomplish. I have also included a site map to assist with a discussion of the purchase. The parcels are labeled as follows: Parcel A, approximately 3.73 acres on the east side of the property; Parcel B, 1.83 acres, constituting a 92-foot Bonneville Power Administration (BPA) easement running along the north side of the property; and Parcel C, the remaining 5.5 acres on the west side of the property. Our goal is to purchase Parcel A outright, for a price equal to the highest per acre responsible bid, less duplicate demolition costs, that the District receives in its bid process. We would like to purchase Parcel B outright, for a price equal to the District's acquisition price of the BPA easement. We would like to purchase Parcel C at a price equal to the highest per acre responsible bid, less duplicate demolition costs, subject to financing by December 31, 2006. The City does not view this as a package proposal; we are open to the District counter proposals or alternatives on all three parcels. With this background, the terms of this second offer are as follows: 1. Premises: Entire property, approximately 11 acres, in three separate transactions: 1.) Parcel A. Approximately 3.73 acres on the easterly portion of the property. 2.) Parcel B. Approximately 1.83 acres running along the north edge of the property; and 3.) Parcel C. The remaining 5.5 acres on the westerly side of the property. • Incorporated August 11, 1890 Sister City - Hekinan, Japan 2. Purchase Price: 1.) Parcel A. Equal to the highest per acre responsive offer received by the District, less any duplicate demolition costs. 2.) Parcel B. Equal to the District's acquisition price of the BPA easement. 3.) Parcel C. Equal to the highest per acre responsible bid, less duplicate demolition costs, subject to financing by December 31, 2006. 3. Deposits: $100,000 with Escrow Holder five working days after final execution of the purchase and sale agreement. 4. Contingencies: This offer subject to: 1.) The City's ability to obtain interim bond or other financing at a rate and in amounts acceptable to the City Council for the first 5.5 acres (east and north portions). 2.) The City's ability to secure financing and repayment sources for Parcel C on the westerly side of the property by December 1, 2006. If the City is unable to obtain satisfactory financing, the sale of this portion would revert to the District's highest bidder. 3.) Closing for Parcels A and B would be five working days after the City receives financing proceeds, but in no event 45 days after the purchase and sale agreement has been executed. Closing for the second parcel would be no later than December 31, 2006. 4.) Other standard contingencies, including phase one environmental assessment, title, etc. to be set forth in purchase and sale agreement. 5. Expiration: This offer shall remain valid until 5:00 PM, PST, May 3. As mentioned earlier, in order to assist with your evaluation of this proposal, I have taken the liberty of attaching a site plan that shows the approximate layout of the three parcels. We are in the process of having a preliminary purchase and sale agreement prepared by counsel, and anticipate having it available for your review after April 1. Sincerely, Gary Haakenson Mayor GH\DC\dc C:\Mayor06\ESDWoodwayOfferLtr2.doc Woodway Elementary Second Purchase Offer POSSIBLE DISTRICT COUNTER PROPOSALS (BELOW OR ATTACHED AS SEPARATE CORRESPONDENCE): Agreed & Accepted by Edmonds School District C DATE: Woodway Elementary Second Purchase Offer EDMONDS ts EDMONDS SCHOOL DISTRICT 20420 68th Ave. W., Lynnwood, WA 98036-7400 425-670-7003 FAX 425-670-7182 SCH®L http://www.edmonds.wednet.edu D I S T R I C T Includes Brier, Edmonds, Lynnwood, Mountlake Terrace, and Woodway Mayor Gary Haakenson City of Edmonds 121 Fifth Avenue N. Edmonds, WA 98020 Dear Gary, Nick J. Brossoit, Ed. A Superintendent RECEDED March 24, 2006 MAR 2 4 2006 EDMONDS CITY CLERK This is the response of Edmonds School District to the Letter of Intent dated March 22, 2006, from the City of Edmonds to purchase the entire Old Woodway Elementary School site for $7 million. The District was asked to respond to the City's offer by 5:00 p.m. on March 23, 2006. By letter dated March 22, the District notified the City it would not be able to meet that deadline due to public meeting requirements for our Board of Directors. An executive session was held on March 23, and the direction from the Board is reflected in this letter. Options the City may want to consider are included on page two. Edmonds School District is not prepared to accept the City's proposal as detailed in the Letter of Intent, as we have received other written proposals this month that offer nearly 25% more for the property. Other offers are still due to arrive by the March 31, 2006 deadline published by the District. (The District is committed to maintaining this deadline. As you will recall, in July, 2005 the District agreed to wait eight months for the City to determine its proposal for this site. After the City notified the District in mid -February that it would not be submitting an offer to purchase the property, we set a deadline of March 3 1 " to receive new proposals and notified developers of the City's interests regarding the property. In addition to the proposals we have already received, other developers have confirmed they are working on offers to submit by that date.) The assets of the District are held in trust by the School Board for the benefit of all students and taxpayers in the District. The sale of Old Woodway Elementary is an irrevocable conversion of real property to cash, and the revenue realized from the sale has been publicly pledged by the School Board to support the $140 million in "property funded" construction projects outlined in the recently -approved 2006 bond election. .OUR MISSION. To ADVOCATE for all students by PROVIDING a leaming environment which EMPOWERS students, staff and the community to MAXIMIZE their personal, creative and academic potential in order to BECOME lifelong learners and responsible world citizens. City of Edmonds March 24, 2006 Page Two While the offer of March 22°a as submitted by the City does not meet the District's overall interests, here are several options the City might consider if it would like to present another proposal to the District by March 31, 2006: 1. offer to match the terms and value of the highest proposal received by the District, with $7 million cash and the remainder carried on contract by the District, payable over a specified period of time; 2. offer to purchase a portion of the property, at a price per acre determined by the highest offer received by the District; work with a developer to present a joint offer for the property (some developers have stated they have been unable to obtain park specifications from the City, and therefore do not know how to value the City's expectations). Thank you for your proposal, and for the opportunity to provide additional information for your consideration. Sincerely, Marla S. Miller Executive Director Cc: Edmonds School District Board of Directors, Superintendent Nick Brossoit CITY OF E D M O N D S GARY HAAKENSON CITY HALL • THIRD FLOOR MAYOR 121 5TH AVENUE NORTH • EDMONDS, WA 98020 • (425) 771-0247 • FAX (425) 771-0252 OFFICE OF THE MAYOR IJ7C.1s°)u March 22, 2006 Marla S. Miller, Executive Director Edmonds School District 20420 68th Avenue West Lynnwood, WA 98036-7400 Reference: Woodway Elenzentmy Purchase Offer Letter of Inte►at Dear Marla: Yesterday evening in executive session the Edmonds City Council authorized me to present the City's intended purchase offer for the purchase of the Woodway Elementary School property: 1. Premises: Entire property, approximately 11 acres. 2. Purchase Price: $7,000,000, all cash. 3. Deposits: $100,000 with Escrow Holder five working days after final execution of the purchase and sale agreement. 4. Financing Contingency: Offer subject to: 1.) The City's ability to obtain limited general obligation bond financing; and 2.) Closing five working days after the City has received bond proceeds. These contingencies shall be completed within 45 days of execution of the purchase and sale agreement. Other standard contingencies (title, etc.) to be set forth in purchase and sale agreement. We are in the process of having a purchase and sale agreement prepared by counsel, and anticipate having this available for your review by 5:00 PM Friday, March 24. Please indicate your commitment to move forward with the City based on the terms set out above no later than 5:00 PM Thursday, March 23. Sincerely, Gary Haakenson Mayor Agreed & Accepted by Edmonds School District 10 DATE: GH/DC/dc CAMayorWI-etter.doc Incorporated August 11, 1890 Sister City - Hekinan, Japan Natural Resources Building 1111 Washington St SE Olympia WA 98501 PO Box 40917 Olympia WA 98504-0917 October 5, 2007 �� STh T'E pfi r x STATE OF WASHINGTON RECREATION AND CONSERVATION OFFICE Brian McIntosh Edmonds Parks and Recreation 700 Main Street Edmonds, WA 98020 RE: Old Woodway Elem. School Acquisition, RCO #06-1673A Dear Mr. McIntosh: (360)902-3000 TTY (360) 902-1996 Fax: ((360)902-3026 E-mail: info@rco.wa.gov Web site: www.rco.wa.gov RECEIVED OCT 16 2007 EDMONDS CITY CLERK Congratulations on your successful application for the Old Woodway Elem. School Acquisition project. Your project is administered by the Recreation and Conservation Funding Board (RCFB). Enclosed are two original sets of project agreement materials. Each set contains the Project Agreement, Milestone Report, Eligible Reimbursement Activities Report, and an Invoice Voucher. Also enclosed are policy manuals for reference as you implement your project and seek reimbursement. After reviewing your Project Agreement materials, please have the appropriate person sign each Project Agreement and return one signed original. Once the Project Agreement is signed and returned, the Old Woodway Elem. School Acquisition project can commence. Prompt implementation and completion of your project is extremely important and will ensure the continuing success and credibility of the Washington Wildlife and Recreation Program by demonstrating effective results to citizens and policy makers. We encourage you to offer appropriate media opportunities to help build public awareness of the project's purposes and benefits. Acknowledging the assistance provided by this grant program helps increase the public's understanding of the value the funding provides to communities. Please notify your RCFB project manager of any event celebrating your project's beginning or completion. As always, staff is available to answer questions that may arise during project implementation. If you need assistance, please contact Dan Haws at (360) 902-3079 or danh@rco.wa.gov. Thank you again for helping make this valuable investment in Washington State's recreation, conservation, and natural resources. Sincerely, �awP 1 Racflae[ Langen Deputy Director Enclosures Recreation and Conservation Funding Board • Salmon Recovery Funding Board • Washington Biodiversity Council :>; AOREcvR.Washington Invasive Species Council • Forum on Monitoring Salmon Recovery and Watershed Health WWRP Project Agreement Outdoor Recreation Account Project Sponsor: City of Edmonds Project Number: 06-1673A Project Title: Old Woodway Elem. School Acquisition Approval Date: 6/7/2007 A. PARTIES OF THE AGREEMENT This Project Grant Agreement (Agreement) is entered into between the Recreation and Conservation Funding Board (RCFB), P.O. Box 40917, Olympia, Washington 98504-0917 and City of Edmonds, 121 5th Ave N, Edmonds, WA 98020 (Sponsor) and shall be binding upon the agents and all persons acting by or through the parties. B. PURPOSE OF AGREEMENT This Agreement sets out the terms and conditions by which a grant is made from the Outdoor Recreation Account of the State of Washington's General Fund. The grant is administered by the RCFB to the Sponsor for the project named above. C. DESCRIPTION OFPROJECT The subject Project is described on the attached Project Summary. D. TERM OF AGREEMENT The Project Sponsor's on -going obligation for the above project is perpetual unless otherwise identified in this Agreement. E. PERIOD OF PERFORMANCE The Project reimbursement period shall begin on October 17, 2007 and end on April 30, 2008. No expenditure made before or after this period is eligible for reimbursement unless incorporated by written amendment into this Agreement. F. PROJECT FUNDING The total grant award provided by the RCFB for this project shall not exceed $500,000.00. The RCFB shall not pay any amount beyond that approved for funding of the project. The Sponsor shall be responsible for all total project costs that exceed this amount. The contribution by the Sponsor toward work on this project at a minimum shall be as indicated below: Percentage Dollar Amount RCFB - WWRP - Local Parks 11.77% $500,000.00 Project Sponsor 88.23% $3,749,300.00 Total Project Cost 100.00% $4,249,300.00 G. j4IGHTS AND OBLIGATIONS All rights and obligations of the parties to this Agreement are subject to this Agreement and its attachments, including the Sponsor's Application, Project Summary, Eligible Reimbursement Activities Report, Project Milestones, and the General Provisions, all of which are attached hereto and incorporated herein. Except as provided herein, no alteration of any of the terms or conditions of this Agreement will be effective unless provided in writing. All such alterations, except those concerning the period of performance, must be signed by both parties. Period of performance extensions need only be signed by RCO's Director. The Sponsor has read, fully understands and agrees to be bound by all terms and conditions as set forth in these documents. H. CQAJUIANCE WITH APPLICABLESTATUTES, RULES, AWffCO_POLICIES This Agreement is governed by, and the Sponsor shall comply with, all applicable state and federal laws and regulations, including Chapter 79A.15 RCW, Chapter 286 WAC and published agency policies, which are incorporated herein by this reference as if fully set forth. WWRP Project Aqreement Outdoor Recreation Account Chapter 79A.15 RCW, Chapter 286 WAC Page 1 of 2 PROJAGR.RPT Cmn,',2yfor Washin(,j n Wildlife and Recreation Pk _;dram OUTDOOR NECK BTION Local Parks Category Post -Evaluation Project Summary TITLE: Old Woodway Elem. School Acquisition NUMBER: 06-1673A (Acquisition) STATUS: Board Funded SPONSOR: City of Edmonds EVALUATION SCORE: 46.1111 BOARD RANKING: COSTS: SPONSOR MATCH: WWRP - Local Parks $500,000 12% Appropriation \ Cash Local $3,749,300 88% Grant - Local Total $4,249,300 100% DESCRIPTION: Edmonds will use this grant to purchase a former school ground for a neighborhood park. Unless other school properties are surplused in the future, this site may be the last, large open space available for parkland. Edmonds has committed to purchase at least half of the site (5.56 acres) to develop as a model neighborhood park to include soccer, a Little League -size field, sport court, play structures, a perimeter path, and other park amenities. Edmonds will contribute $3.7 million in cash and a local grant. LOCATION INFORMATION: City of Edmonds COUNTY: Snohomish SCOPE (ELEMENTS): Administrative costs Allowable land costs Incidentals ANTICIPATED ACREAGE: ACREAGE TYPE Uplands Acres To Be Acquired 5.56 Acres To Be Dev/Restored Acres To Be Renovated FISCAL YEAR: 2008 DATE PRINTED: October 5, 2007 IPAPSUMI.RPT Old Woodway Elem. School Acquisition � i C_bnarrrrrr: �nr OUTDOOR RECREATION Project Sponsor: Project Title: Elib..ile Reimbursement Activities Report City of Edmonds Old Woodway Elem. School Acquisition Project Number: 06-1673 A Approval: 6/7/2007 Acquisition Items: Worksite Pro e _ _ _ Element Item #1, Old Woodway Elementary Old Woodway Elementary School Administrative costs Administrative costs #1, Old Woodway Elementary Old Woodway Elementary School Incidentals Appraisal and review #1, Old Woodway Elementary Old Woodway Elementary School Incidentals Closing #1, Old Woodway Elementary Old Woodway Elementary School Incidentals Cultural resources #1, Old Woodway Elementary Old Woodway Elementary School Incidentals Demolition #1, Old Woodway Elementary Old Woodway Elementary School Incidentals Hazardous substances assess #1, Old Woodway Elementary Old Woodway Elementary School Allowable land costs Land #1, Old Woodway Elementary Old Woodway Elementary School Incidentals Recording fees #1, Old Woodway Elementary Old Woodway Elementary School Incidentals Survey - boundary #1, Old Woodway Elementary Old Woodway Elementary School Incidentals Title reports/insurance ELIGREIM.RPT October 5, 2007 Page: 1 � l+ueragnir� Cnn+nutrre fnr NE RELATION Legal Description Project Sponsor: City of Edmonds Project Title: Old Woodway Elem. School Acquisition Worksite Name Property Name Legal Description Worksite #1 Old Woodway Elementary Old Woodway Elementary School Project Number: 06-1673 A IAC Approval: 06/07/2007 LEGAL DESCRIPTION EXHIBIT (Paragraph 4 of Schedule A continuation) 568 FEET OF THE EAST 920 FEET OF THE NORTHWEST QUARTER OF THE QUARTER OF SECTION 36, TOWNSHIP 27 NORTH, RANGE 3 EAST, W.M. L��7:1�7iI�i�►d1I�LHT��eT7 : � ' :: fl�1�, THAT PORTION OF THE NORTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 36, TOWNSHIP 27 NORTH, RANGE 3 EAST, W.M., DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF SAID SUBDIVISION; THENCE SOUTH 01011'26" WEST, ALONG THE EAST LINE OF SAID SUBDIVISION, A DISTANCE OF 568.00 FEET TO THE TRUE POINT OF BEGINNING OF THIS DESCRIPTION; THENCE NORTH 88'19'17" WEST, PARALLEL WITH THE NORTH LINE OF SAID SUBDIVISION, A DISTANCE OF 482.12 FEET TO AN INTERSECTION WITH A CURVE HAVING A RADIUS OF 203.22 FEET, FROM WHICH INTERSECTION THE RADIUS POINT OF SAID CURVE BEARS SOUTH 34053'13" EAST; THENCE EASTERLY, ALONG THE ARC OF SAID CURVE, BEING A CURVE TO THE RIGHT AND CONSUMING A CENTRAL ANGLE OF 36033'56", AN ARC DISANCE OF 129.69 FEET; THENCE SOUTH- 88019'17" EAST, PARALLEL WITH THE NORTH LINE OF SAID SUBDIVISION, A DISTANCE OF 360.71 FEET TO AN INTERSECTION WITH THE EAST LINE OF SAID SUBDIVISION; THENCE SOUTH 01011'26" WEST, ALONG SAID. EAST LINE, A DISTANCE OF 40.00 FEET TO THE TRUE POINT OF BEGINNING;' ALSO LESS THE EAST 30 FEET THEREOF FOR ROAD PURPOSES, DEEDS RECORDED UNDER AUDITOR'S FILE NUMBER 663620, 1106984, AND 1228451, ALSO LESS SNOHOMISH 1237407: THE FOLLOWING DESCRIBED WEDGE SHAPED PARCEL AS CONVEYED TO COUNTY FOR ROAD PURPOSES, DEED RECORDED UNDER AUDITOR'S FILE NUMBER BEGINNING AT THE NORTHEAST CORNER OF THE NORTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 36, TOWNSHIP 27 NORTH, RANGE 3 EAST, W.M.; THENCE WEST ALONG THE NORTH LINE OF SAID SUBDIVISION 30 FEET, THE TRUE POINT OF BEGINNING; THENCE CONTINUE ALONG SAID SUBDIVISION LINE FOR 12.19 FEET; THENCE SOUTHEASTERLY TO A POINT 85 FEET SOUTH AND AT RIGHT ANGLES TO THE TRUE POINT OF BEGINNING; THENCE NORTH 85 FEET TO THE TRUE POINT OF BEGINNING. SITUATE IN THE COUNTY OF SNOHOMISH, STATE OF WASHINGTON. LEGALDSC.RPT October 5, 2007 Page 1 16mm"it2ftll OUTNEECNERTION Project Number: Project Name: Sponsor: Project Manager: Milestone Report By Project 06-1673 A Old Woodway Elem. School Acquisition Edmonds City of Dan Haws X I Milestone Order Appraisal/Review Targetx .. 09/08/2005 Comments/Description X Recorded Documents to Mgmt Agy 03/24/2006 X Survey Complete 07/19/2006 X i Purchase Agreement Signed 08/07/2006 X ! Acquisition Closing 09/14/2006 Property acquired under RCO waiver (#W06-14 granted May 15, 2006) X Proposed Completion Date 09/14/2006 X Environmental Assess Complete 12/05/2006 X Demolition Complete 08/31/2007 Project Start 10/17/2007 i Special Conditions Met 04/30/2008 Ensure compliance with EO 05-05 before reimbursement of property costs. i Project Complete 04/30/2008 Final Does/Billing to Mgmt Agy 07/31/2008 X = Milestone Complete ! = Critical Milestone WILESTO.RPT October 05, 2007 Page: General Provisions Table of Contents Page A. Heading and Definitions Section 1. Headings and Definitions....................................................................................... 1 B. Performance and Requirements (General Responsibilities) Section 2. Performance by Sponsor.......................................................................................2 Section3. Assignment............................................................................................................ 2 Section 4. Responsibility for Project....................................................................................... 2 Section 5. Indemnification...................................................................................................... 2 Section 6. Independent Capacity of the Sponsor................................................................... 2 Section 7. Conflict of Interest.................................................................................................. 2 Section 8. Acknowledgment and Signs................................................................................... 3 C. Compliance with Laws, Records, and Inspections Section 9. Compliance with Applicable Law.......................................................................... 3 Section 10. Records Maintenance............................................................................................ 4 Section 11. Access to Data.......................................................................................................4 Section 12. Treatment of Assets............................................................................................... 4 Section 13. Right of Inspection................................................................................................. 4 Section 14. Stewardship and Monitoring.................................................................................. 5 Section 15. Debarment Certification......................................................................................... 5 D. Funding, Reimbursements Section 16. Project Funding .................................. ............................................................. ....... 5 Section 17. Project Reimbursements........................................................................................ 5 Section 18. Advance Payments................................................................................................ 5 Section 19. Non -availability of Funds........................................................................................ 6 Section 20. Recovery of Payments........................................................................................... 6 Section 21. Covenant Against Contingent Fees....................................................................... 6 E. Acquisition and/or Development/Restoration Section 22. Provisions Applying to Development/Restoration Projects .................................... 6 Section 23. Provisions Applying to Acquisition Projects........................................................... 7 Section 24. Hazardous Substances..........................................................................................7 F. Facility Uses and Fees Section 25. Restriction on Conversion of Facility to Other Uses .:............................................ 8 Section 26. Construction, Operation, Use and Maintenance of Assisted Projects ...................9 Section 27. Income and Income-Use........................................................................................9 Section 28. Preferences for Residents..................................................................................... 9 G. Special Provisions Section 29. Provisions Related to Non -Profit or Not -For -Profit Sponsors..............................10 Section 30. Liability Insurance Requirements for Firearm Range Sponsors ..........................10 Section 31. Requirements of the National Park Service......................................................... 10 April 15, 2002 - Page 1 General Provisions SECTION 1. HEADINGS AND DEFINITIONS A. Headings used in this Agreement are for reference purposes only and shall not be considered a substantive part of this Agreement. B. Definitions. As used throughout this Agreement, the following terms shall have the meaning set forth below: Acquisition - The gaining of rights of public ownership by purchase, negotiation, or other means, of fee or less than fee interests in real property. Agreement - The accord accepted by all parties to the present transaction; the Agreement, supplemental agreement, intergovernmental agreement, monitoring plan, and/or a landowner agreement between the Funding Board and a Sponsor. Applicant - Any agency or organization that meets the qualifying standards, including deadlines, for submission of an application soliciting a grant of funds from the Funding Board. Application - The forms and support documents approved by the Funding Board or its Director for use by applicants in soliciting project funds administered by the Office. Asset — Equipment purchased by the Sponsor or acquired or transferred to the Sponsor for the purpose of this Agreement. This definition is restricted to non -fixed assets, such as vehicles, computers or machinery. Contractor - shall mean one not in the employment of the Sponsor who is performing all or part of the eligible activities for this projects under a separate Agreement with the Sponsor. The term "Contractor" and "Contractors" means Contractor(s) in any tier. Development/Restoration - The construction, renovation, redevelopment, or installation of facilities to provide for outdoor recreation or natural resources. Director - The Office Director or the Director's designee. Funding Board — As identified in Paragraph A in the Agreement as either the (1) Interagency Committee for Outdoor Recreation (IAC) - The committee created under Chapter 79A.25.110 RCW includes eight members. Three are agency heads: the Commissioner of Public Lands, the Director of Parks and Recreation, and the Director of Fish and Wildlife (or their designees). Five, by appointment of the Governor with the advice and consent of the Senate, are members of the public at large who have demonstrated interest in and a general knowledge of outdoor recreation in the state; (2) Salmon Recovery Funding Board (SRFB) - The Board created under Chapter 77.85.110 RCW, is comprised of five governor -appointed voting members (one a cabinet -level appointment) and five non -voting state officials: the Commissioner of Public Lands, the Secretary of Transportation, the Director of the Conservation Commission, the Director of Fish and Wildlife, and the Director of Ecology (or their designees); or (3) Hatchery Scientific Review Group (HSRG) — The independent Board established by Congress to ensure hatchery reform programs in Puget Sound and Coastal Washington are scientifically founded and evaluated. Office - Office of the Interagency Committee - The Office provides support to the IAC, SRFB, and HSRG. The Office includes the Director and personnel, created by Chapters 79A.25.110 and 79A.25.150 RCW and charged with administering this Agreement by Chapters 77.85.110 and 79A.25.240 RCW. Landowner Agreement — A landowner agreement is required between a Sponsor and landowner for projects located on land not owned, or otherwise controlled, by the Sponsor for salmon recovery projects. Milestone — Important date(s) tracked in the Agreement for monitoring the Project status. Period of Performance - The time period specified in the Agreement, under Section E, Period of Performance. Post Evaluation Summary - One of the documents used to summarize and describe the actions untaken in the Agreement. Project - The undertaking that is the subject of this Agreement and that is, or may be, funded in whole or in part with funds administered by the Office on behalf of the Funding Board. Sponsor - The applicant who has been awarded a grant of funds and is bound by this executed Agreement; includes its officers, employees and agents. April 15, 2002 - Page 3 General Provisions Agreement by the Sponsor. The rights and remedies of the Office provided for in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law. The existence of facts upon which the Office makes any determination under this clause shall be an issue and may be reviewed as provided in the "Disputes Hearing" clause of this Agreement. In the event this Agreement is terminated as provided above, the Funding Board or the Office shall be entitled to pursue the same remedies against the Sponsor as it could pursue in the event of a breach of the Agreement by the Sponsor. The rights and remedies of the Funding Board or the Office provided for in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law. The existence of facts upon which the Funding Board or the Office makes any determination under this clause may be reviewed as provided in the "Disputes" clause of this Agreement. SECTION 8. ACKNOWLEDGMENT AND SIGNS A. Publications. The Sponsor shall include language which acknowledges the funding contribution of the program to this Project in any release or other publication developed or modified for, or referring to, the Project. B. Signs. The Sponsor also shall post signs or other appropriate media at Project entrances and other locations on the Project which acknowledge the program's funding contribution, unless exempted in Funding Board policy or waived by the Director. C. Ceremonies. The Sponsor shall notify the Office no later than two weeks before a dedication ceremony for this Project. The Sponsor shall verbally acknowledge the program's funding contribution at all dedication ceremonies. D. Federally Funded Projects. When issuing statements, press releases, requests for proposals, bid solicitations, and other documents describing a project funded in whole or in part with federal money provided for in this grant, Sponsors shall clearly state: 1. The percentage of the total costs of the Project that is financed with federal money; 2. The dollar amount of federal funds for the Project; and 3. The percentage and dollar amount of the total costs of the Project that is financed by nongovernmental sources. SECTION 9. COMPLIANCE WITH APPLICABLE LAW The Sponsor will implement the Agreement in accordance with applicable federal, state, and local laws and regulations. The Sponsor shall comply with, and the Office is not responsible for determining compliance with, any and all applicable federal, state, and local laws, regulations, and/or policies, including, but not limited to, State Environmental Policy Act; Industrial Insurance Coverage; Architectural Barriers Act; permits (shoreline, Hydraulics Project Approval, demolition); land use regulations (comprehensive areas ordinances, Growth Management Act); federal and state safety and health regulations (Occupational Safety and Health Administration/Washington Industrial Safety and Health Act); and Buy American Act. The Sponsor shall comply with all applicable federal, state, and local nondiscrimination laws and/or policies, including but not limited to, the Americans with Disabilities Act; Civil Rights Act; and the Age Discrimination Act. In the event of the Sponsor's noncompliance or refusal to comply with any nondiscrimination law or policy, the Agreement may be rescinded, cancelled, or terminated in whole or in part, and the Sponsor may be declared ineligible for further grant awards from the Funding Board: The Sponsor is responsible for any and all costs or liability arising from the Sponsor's failure to so comply with applicable law. No part of any funds provided under this grant shall be used, other than for normal and recognized executive -legislative relationships, for publicity or propaganda purposes, or for the preparation, distribution, or use of any kit, pamphlet, booklet, publication, radio, television, or video presentation designed to support or defeat legislation pending before the U.S. Congress or any state legislature. April 15, 2002 - Page 5 General Provisions SECTION 14. STEWARDSHIP AND MONITORING Sponsor agrees to perform monitoring and stewardship functions as stated in the monitoring and stewardship plans as approved by the Funding Board or the Office. Sponsor further agrees to utilize, where applicable and financially feasible, any monitoring protocols recommended by the Funding Board. SECTION 15. DEBARMENT CERTIFICATION The Sponsor certifies it is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participating in this Agreement by any Federal department or agency. If requested by the Office, the Sponsor shall complete a Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion form. Any such form completed by the Sponsor for this Agreement shall be incorporated into this Agreement by reference. SECTION 16. PROJECT FUNDING A. Additional Amounts. The Funding Board shall not be obligated to pay any amount beyond the dollar amount as identified in this Agreement, unless an additional amount has been approved in advance by the Funding Board or Director and incorporated by written amendment into this Agreement. B. Before the Agreement. No expenditure made, or obligation incurred, by the Sponsor before the effective date of this Agreement shall be eligible for grant funds, in whole or in part, unless specifically provided for by Funding Board policy. The dollar amounts identified in this Agreement may be reduced as necessary to exclude any such expenditure from reimbursement. C. After the Period of Performance. No expenditure made, or obligation incurred, following the period of performance shall be eligible, in whole or in part, for grant funds hereunder. In addition to any remedy the Funding Board may have under this Agreement, the amounts identified in this Agreement shall be reduced to exclude any such expenditure from participation. SECTION 17. PROJECT REIMBURSEMENTS A. Compliance and Payment. The obligation of the Office to pay any amount(s) under this Agreement is expressly conditioned upon strict compliance with the terms of this Agreement by the Sponsor. B. Compliance and Retainage. The Office reserves the right to withhold disbursement of the final ten percent (10%) of the total amount of the grant to the Sponsor until the Project has been completed and approved by the Director. A Project is considered "complete" when: 1. all approved or required activities outlined in the Agreement are complete; 2. on -site signs are in place (if applicable); 3. a final Project report is submitted to the Office with the Sponsor's final request for reimbursement; 4. the completed Project has been approved by the Office; 5. final amendments have been processed; and 6. fiscal transactions are complete. C. Invoice Frequency. Invoices are required at least once a quarter from state agency sponsors and at least once a year from all other sponsors. The year-end invoice should include expenditures through June 30, the last day of the State's fiscal year and be submitted no later than July 15th. Final reimbursement requests should be submitted to the Office within ninety (90) days of the completion of the Project, funding end date, or the termination date, whichever comes first. SECTION 18. ADVANCE PAYMENTS Advance payments of or in anticipation of goods or services to be provided under this Agreement are limited to salmon grants and must comply with SRFB policy. April 15, 2002 - Page 7 General Provisions SECTION 23. PROVISIONS APPLYING TO ACQUISITION PROJECTS The following provisions shall be in force only if the Project described in this Agreement is for the acquisition of interest in real property for outdoor recreation, habitat conservation, or salmon recovery purposes: A. Evidence of Land Value. Before disbursement of funds by the Office as provided under this Agreement, the Sponsor agrees to supply evidence to the Office that the land acquisition cost has been established per Funding Board policy. B. Evidence of Title. The Sponsor agrees to show the type of ownership interest for the property that has been acquired. This shall be done before any payment of financial assistance. C. Deed of Right to Use Land for Public Purposes. The Sponsor agrees to execute an instrument or instruments which contain: 1. The legal description of the property acquired under this Agreement; 2. A conveyance to the State of Washington of the right to use the described real property forever for the purpose identified in the Agreement; and 3. A requirement to comply with applicable statutes, rules, and the Funding Board policies with respect to conversion of use. D. Assignment of Right. When acquiring a conservation easement, the Sponsor agrees to execute an instrument or instruments that contain: 1. The legal description of the conservation easement acquired under this Agreement; 2. An assignment to the State of certain rights for access to and stewardship of the property covered by the conservation easement; 3. Acknowledgement of the right of the Funding Board and the Office for enforcement of the provisions of the conservation easement; and 4. A statement that the Sponsor will retain all responsibility for obligations under the terms of the conservation easement. E. Real Property Acquisition and Relocation Assistance 1. When federal funds are part of this Agreement, the Sponsor agrees to comply with the terms and conditions of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, 84 Stat. 1894 (1970)--Public Law 91-646, as amended by the Surface Transportation and Uniform Relocation Assistance Act, PL 100-17-1987, and applicable regulations and procedures of the federal agency implementing that Act. 2. When state funds are part of this Agreement, the Sponsor, if required by law, agrees to comply with the terms and conditions of the Uniform Relocation Assistance and Real Property Acquisition Policy of the State of Washington, Chapter 8.26.010 RCW), and Chapter 468-100 WAC. 3. Housing and Relocation. In the event that housing and relocation costs, as required by federal law set out in subsection (1) above and/or state law set out in subsection (2) above, are involved in the execution of this Project, the Sponsor agrees to provide any housing and relocation assistance required. SECTION 24. HAZARDOUS SUBSTANCES A. Definition. "Hazardous substance," as defined in Chapter 70.105D.020 (7) RCW, means: 1. Any dangerous or extremely hazardous waste as defined in Chapter 70.105.010(5) and (6) RCW, or any dangerous or extremely dangerous waste designated by rule pursuant to Chapter 70.105 RCW; 2. Any hazardous substance as defined in Chapter 70.105.010(14) RCW or any hazardous substance as defined by rule pursuant to Chapter 70.105. RCW; 3. Any substance that, on March 1, 1989, is a hazardous substance under section 101(14) of the federal cleanup law, 42 U.S.C. Sec. 9601(14); 4. Petroleum or petroleum products; and April 15, 2002 - Page 9 General Provisions SECTION 26. CONSTRUCTION, OPERATION, USE AND MAINTENANCE OF ASSISTED PROJECTS Sponsors must ensure that properties or facilities assisted with Funding Board funds, including undeveloped sites, are built, operated, used, and maintained: A. According to applicable federal, state, and local laws and regulations, including public health standards and building codes. B. In a reasonably safe condition for the project's intended use. C. Throughout its estimated life so as to prevent undue deterioration. D. In compliance with all federal and state nondiscrimination laws, regulations and policies. Facilities open to the public must: E. Follow all state and federal accessibility guidelines. F. Appear attractive and inviting to the public except for brief installation, construction, or maintenance periods. G. Be available for use at reasonable hours and times of the year, according to the type of area or facility. SECTION 27. INCOME AND INCOME USE A. Income. 1. Compatible source: The source of any income generated in a Funding Board assisted Projector project area must be compatible with the funding source and the Agreement. 2. Fees. User and/or other fees maybe charged in connection with land acquired or facilities developed with Funding Board grants if the fees are consistent with the: (a) Value of any service(s) furnished; (b) Value of any opportunity(ies) furnished; and (c) Prevailing range of public fees in the state for the activity involved. Excepted are Firearms and Archery Range Recreation Program safety classes (firearm and/or hunter) for which a facility/range fee must not be charged (Chapter 79A.252.210 RCW). B. Income use. Regardless of whether income or fees in a Funding Board -assisted area (including entrance, utility corridor permit, cattle grazing, timber harvesting, farming, etc.) are gained during or after the reimbursement period cited in the Agreement, unless precluded by state law, the revenue may only be used to offset: 1. the Sponsor's matching funds; and/or 2. the Project's total cost; and/or 3. the expense of operation, maintenance, stewardship, monitoring, and/or repair of the facility or program assisted by the Funding Board grant; and/or 4. the expense of operation, maintenance, stewardship, monitoring, and/or repair of other similar units in the Sponsor's system; and/or 5. capital expenses for similar acquisition and/or development. SECTION 28. PREFERENCES FOR RESIDENTS Sponsors shall not express a preference for users of grant assisted projects on the basis of residence (including preferential reservation, membership, and/or permit systems) except that reasonable differences in admission and other fees may be maintained on the basis of residence. Even so, the Funding Board discourages the imposition of differential fees. Fees for nonresidents must not exceed twice the fee imposed on residents. Where there is no fee for residents but a fee is charged to nonresidents, the nonresident fee shall not exceed the amount that would be imposed on residents at comparable state or local public facilities. April 15, 2002 - Page 11 General Provisions SECTION 32. ORDER OF PRECEDENCE This Agreement is entered into, pursuant to, and under the authority granted by applicable federal and state laws. The provisions of the Agreement shall be construed to conform to those laws. In the event of an inconsistency in the terms of this Agreement, or between its terms and any applicable statute, rule, or policy or procedure, the inconsistency shall be resolved by giving precedence in the following order: A. Applicable federal and/or state statutes, regulations, policies and procedures including applicable federal Office of Management and Budget (OMB) circulars and federal and state executive orders; B. Project Agreement including attachments; C. Additional Provisions or Modifications of General Provisions; D. General Provisions. SECTION 33. AMENDMENTS This Agreement may be amended by mutual agreement of the parties. Such amendments shall not be binding unless they are in writing and signed by personnel authorized to bind each of the parties. SECTION 34. LIMITATION OF AUTHORITY Only the Office or Office's delegate by writing (delegation to be made prior to action) shall have the express, implied, or apparent authority to alter, amend, modify, or waive any clause or condition of this Agreement. Furthermore, any alteration, amendment, modification, or waiver or any clause or condition of this Agreement is not effective or binding unless made in writing and signed by the Office. SECTION 35. WAIVER OF DEFAULT Waiver of any default shall not be deemed to be a waiver of any subsequent default. Waiver of breach of any provision of the Agreement shall not be deemed to be a waiver of any other or subsequent breach and shall not be construed to be a modification of the terms of the Agreement unless stated to be such in writing, signed by the Director, or the Director's designee, and attached to the original Agreement. SECTION 36. APPLICATION REPRESENTATIONS -- MISREPRESENTATIONS OR INACCURACY OR BREACH The Funding Board and the Office rely upon the Sponsor's application in making its determinations as to eligibility for, selection for, and scope of, funding grants. Any misrepresentation, error or inaccuracy in any part of the application may be deemed a breach of this Agreement. SECTION 37. TERMINATION AND OTHER REMEDIES The Funding Board and the Office may require strict compliance by the Sponsor with the terms of this Agreement including, but not limited to, the requirements of the applicable statutes, rules and Funding Board policies which are incorporated into this Agreement, and with the representations of the Sponsor in its application for a grant as finally approved by the Funding Board. The Funding Board or the Director, may suspend, or may terminate, the obligation to provide funding to the Sponsor under this Agreement: A. In the event of any breach by the Sponsor of any of the Sponsor's obligations under this Agreement; or B. If the Sponsor fails to make progress satisfactory to the Funding Board or Director toward completion of the Project by the completion date set out in this Agreement. In the event this Agreement is terminated by the Funding Board or Director, under this section or any other section after any portion of the grant amount has been paid to the Sponsor under this Agreement, the Funding Board or Director may require that any amount paid be repaid to the Office for redeposit into the account from which the funds were derived. April 15, 2002 - Page 13 General Provisions SECTION 41. GOVERNING LAWIVENUE This Agreement shall be construed and interpreted in accordance with the laws of the State of Washington. In the event of a lawsuit involving this Agreement, venue shall be proper only in Thurston County Superior Court. The Sponsor, by execution of this Agreement acknowledges the jurisdiction of the courts of the State of Washington. In the cases where this agreement is between the Funding Board and a federally recognized Indian tribe, the following Governing LawNenue applies: A. The State of Washington agrees that it shall initiate any lawsuit against a federally recognized Indian tribe arising out of or relating to the performance, breach or enforcement of this agreement in Federal Court. Interpretation shall be according to the law of the State of Washington. In the event that the Federal Court determines that it lacks subject matter jurisdiction to resolve the dispute between the State and Tribal Party, then the parties agree to venue in Thurston County Superior Court, but the parties agree that the matter shall not be pursued in superior court unless there is a Federal Court determination that it lacks subject matter jurisdiction. B. Any judicial award, determination, order, decree or other relief, whether in law or equity or otherwise, resulting from the action shall be binding and enforceable upon the parties. Any money judgment or award against the Tribe, tribal officers and members, or the State of Washington and its officers and employees may not exceed the amount provided for in Section F- Project Funding of the Agreement. C. The Tribe hereby waives its sovereign immunity as necessary to give effect to this section, and the State of Washington has waived its immunity to suit in state court. These waivers are only for the benefit of the Tribe and State and shall not be enforceable by any third party or by any assignee or delegate of the parties. In any enforcement action, the parties shall bear their own enforcement costs, including attorneys' fees. SECTION 42. SEVERABILITY The provisions of this Agreement are intended to be severable. If any term or provision is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of the Agreement. RECREATION AND CONSERVATION OFFICE FORM A 49 State of Washington Agency Name Recreation and Conservation Office P.O. Box 40917 Olympia, WA 98504-0917 Sponsor City of Edmonds jCE VOUCHER Sponsor's Certificate. I hereby certify under penalty of perjury that the items and totals listed herein are proper charges for materials, merchandise or services furnished to the State of Washington, and that all goods furnished and/or services rendered have been provided without discrimination because of age, sex, marital status, race, creed, color, national origin, handicap, religion or Vietnam era or disabled veterans status. BY (TITLE) (DATE) To Be Completed By Sponsor Project Number 06-1673 A Project Name Old Woodway Elem. School Acquisition Invoice # I 1 From: Billing Period To: This is a Final Billing? Yes [ ] No [ ] CATEGORIES: Project A reement Previous Expenditures To Date Costs For This Billing Expenditures Non -Reimbursable Match Total Expenditures Non -Reimbursable Match Total $0.00 Land $0.00 Incidentals $0.00 Land/Inc Subtotal $4,249,300.00 $0.00 Admin Costs $0.00 $0.00 Acquisition Total $4,249,300.00 $0.00 $4,249,300.00 $0.00 FUNDING & EXPENDITURE FORMULA For RCO Use ONLY Agreement Information Previous RCO Reimbursements Sponsor: 88.23% $3,749,300.00 Total Billed RCO Federal: Share Billed RCO: WWRP - LP 11.77% $500,000.00 Share Approved Advance Balance Match Owed Balance Share Retained Share Paid Agreement Total: 100.00% $4,249,300.00 Match Bank Doc Date Current Doc, No. Ref Doc# VendorNumber Vendor Message SWV0013866-00 06-1673 A Tran Code Fund Apenindex Pro Index Sub Ob" SubSub Obi Project # Amount Invoice # 210 070 106 92201 NZ 1 Certification For Payment Protect Manager/Date Release Final Pmt [ ] Division Supervisor/Date I Accounting/Date 11NVOICE.RPT 10 /5/2007 Current Funding Press Release Template City of Edmonds offered grant to acquire land for a future local park. (Edmonds) - City of Edmonds was awarded a grant of $500,000.00 from the Washington Wildlife and Recreation Program, Outdoor Recreation Account, Local Parks category. The grant was awarded by the Recreation and Conservation Funding Board (RCFB), and will be used for the following: Edmonds will use this grant to purchase a former school ground for a neighborhood park. Unless other school properties are surplused in the future, this site may be the last, large open space available for parkland. Edmonds has committed to purchase at least half of the site (5.56 acres) to develop as a model neighborhood park to include soccer, a Little League -size field, sport court, play structures, a perimeter path, and other park amenities. Edmonds will contribute $3.7 million in cash and a local grant. There were sixty-nine applications submitted for consideration in the Washington Wildlife and Recreation Program, Outdoor Recreation Account, Local Parks category. Each project went through an evaluation process prior to being recommended for funding. The RCFB Board approved funding for projects on Thursday, June 7, 2007. Funding for the Washington Wildlife and Recreation Program, Outdoor Recreation Account, Local Parks category comes from the sale of state general obligation bonds. City of Edmonds will leverage local contributions totaling $3,749,300.00 with grant monies to implement the project. Total estimated project cost is $4,249,300.00. RCFB is the state's administrator of the grant program. Contact: Brian McIntosh, (425) 771-0256 (sponsor project manager) Dan Haws, (360) 902-3079, danh@rco.wa.gov (RCFB project manager) Snohomish County June 29, 2007 i ECEIVED Assessor's office 'JUL`O 6 '20 P7 Cindy Portmann County Assessor EDMONDS CITY CLERK Linda Hjelle Chief Deputy Edmonds School District No. 15 M/S #510 20420 681h Avenue W. 3000 Rockefeller Ave. Lynnwood, WA 98036 Everett, WA 98201-4046 (425) 388-3433 FAX (425) 388-3961 RE: Tax Account #(s): 270336-003-032-00 Document: Statutory Warranty Deeds Recorded AFN(s): 200609140683 & 200609210256 Dear Sir: We have segregated this parcel per the above -referenced documents for the 2006 & future tax years. Tax statements, if applicable, will now be issued as follows: 270336-003-032-00 270336-003-048-00 City of Edmonds Burnstead Construction Co. The Property Account Summary sheet(s) of your account(s) have been enclosed for your review. If you have any questions, please contact'me at the telephone number or e-mail address listed below. Sincerely, Deborah A. Steigerwald Land Segregation Dept (425) 388-3648 Toll Free(WA State only) 1-800-562-4367 (Ext 3648) Debbie.stei erwaldco.snohomish.wa.us Enclosure(s) CC: City of Edmonds Burnstead Construction Co. Email: county.assessor@co.snohomish.wa.us Web: www.co.snohomish.wa.us SNuHOMISH COUNTY 44141 Property Account Summary Account No.: 27033600303200 Alternate Property Number: 36270330320000 Account Type: Real Property TCA: 00216 Situs Address: 23708 104TH AVE W EDMONDS WA 98020-5768 Legal: SEC 36 TWP 27 RGE 03 TH PTN OF N 568FT OF E 920FT OF NW114 SW1/4 SD SEC DAF COM W 1/4 COR SD SEC 36 AS SHOWN ON PLAT OF WOODWAY MEADOWS REC AFN 7907240221 TH S88"37 08E ALG NORTHERN MOST LN SD PLAT & ALG N LN SD SW1/4 403.90FT TO NE COR SD PLAT TH S00"54 22W ALG E LN SD PLAT 568.02FT TO ANOTHER N LN SD PLAT TH S88'37 08E ALG SD N LN 437.79FT TO NWLY MAR 237TH PL SW & A PT ON CRV TO R CTR OF WHICH BEARS S35'13 21E 203.22FT DIST TH ALG SD NWLY MAR & ALG SD CRV THR C/A 19*191151, ARC DIST 68.53FT TPOB TH N01 *22 52E 459.08FT TH N88"37 08W 502.66FT TO SD E LN SD PLAT TH N00"54 22E ALG SD E LN 78.02FT TO SD NE COR SD PLAT TH S88'37 08E ALG N LN SD SW1/4 877.84FT TO W LN OF A WEDGE SHAPED PAR OF LAND CONVYD TO SNO CO FOR RD PER DEED AFN 1237407 TH S 07*14 40E 85.97FT TAP INT BETWEEN S LN OF N 85FT & W LN OF E 30FT SD NW1/4 SW1/4 TH S00'54 22W ALG SD W LN 442.98FT TO NLY MAR 237TH PL SW TH N88'36 42W ALG SD NLY MAR 330.71 FT TAP CRV TO L HAVG RAD 203.22FT TH CONT ALG SD NLY MAR & ALG SD CRV THRU C/A 17*17'24" ARC DIST 61.32FT TPOB LESS E 30 FT FOR RD Parties Role Name & Address Owner CITY OF EDMONDS 121 FIFTH AVE N EDMONDS WA 98020 Taxpayer CITY OF EDMONDS 121 FIFTH AVE N EDMONDS WA 98020 Property Values: Value Name 2007 2006 2005 Taxable Value Regular $0 $0 $0 Market Total $7,646,500 $5,823,200 $6,805,000 Assessed Value $7,646,500 $5,823,200 $6,805,000 Market Land $3,646,500 $1,823,200 $2,805,000 Market Improvement $4,000,000 $4,000,000 $4,000,000 Property Characteristics: Tax Year Characteristic Value 2007 Use Code 681 Nursery, Primary & Secondary School Unit of Measure Acre(s) Size (gross) 5.61 Exemptions: Tax Year Description Count Amount Assessment Basis 2007 Government Property 1 $7,646,500 Assessed Value 2006 Government Property 1 $5,823,200 Assessed Value 2005 Government Property 1 $6,805,000 Assessed Value (End of Report) Run: 6/29/2007 11:48:45 AM ASCO037 [Ascend30_Prod] Page 1 Extension of Temporary Demolition Easement This Extension of Temporary Demolition Easement is made between Bumstead Construction, a for profit entity of the State of Wjhi ngton, and the City of Edmonds, a municipal corporation of the State of Washington this 5' day of June, 2007. WHEREAS, In the purchase and sale agreement (the "Agreement") for the property legally described in Exhibit 1, the Edmonds School District No. 15 (the "District"), as the seller and grantor, granted the City of Edmonds (the "City" or "Grantee"), as buyer and grantee, a temporary demolition easement ("Easement") to demolish and dispose of, pursuant to the Agreement, all improvements on the real property (the "Property") legally described in Exhibit 2; The Easement terminates on June 30, 2007 unless the City is delayed in the completion of the demolition due to reasons beyond the City's reasonable control; The City has been delayed in the completion of the demolition due to reasons beyond the City's reasonable control; Burnstead Construction (`Burnstead" or "Grantor") was assigned the rights and duties of Easement as the successor in interest to the Property from the District; NOW, THEREFORE, In consideration of the respective agreements set forth below and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and Burnstead, as the successor in interest to the District and assignee of the Easement, agree as follows: The District has assigned to Burnstead all rights and duties set forth in Exhibit C ("Temporary Demolition Easement") to the Agreement, a copy of which is hereto attached as Exhibit 3. The Temporary Demolition Easement is hereby amended only as follows: 1_ Section 3 entitled "Term" shall read as follows: Grantee's rights under this Temporary Easement shall terminate upon Grantee's notice to Grantor that Grantee has completed demolition and disposal of the Improvements and restoration of the Property in accordance with Section 3, which such notice shall be given as soon as reasonably practicable following Grantee's completion of the restoration and demobilization phases of such work; provided, however, that Grantee's rights under this Temporary Easement shall terminate no later than October 31, 2007 (the "Outside Expiration Date") unless Grantee is delayed in the completion of {BFP663390.D0Q1/00006.050288/} /� � 1,F-/7 Grantee's Work due to reasons beyond Grantee's reasonable control, in which case the Outside Expiration Date shall be extended for so long as is reasonably necessary for Grantee to complete Grantee's Work with Grantor's prior written consent, which such consent shall not be unreasonably withheld, conditioned or delayed. Following expiration of this Temporary Easement, upon request of Grantor, Grantee shall execute and deliver to Grantor a quit claim deed, in a form suitable for recording, to confirm termination of this Temporary Easement. 2. Section 8 entitled "Notices" shall read as follows: Any notice, request, approval, designation, direction, statement or other communication (collectively "Notice") received or permitted under this Temporary Easement shall be in writing and delivered in person or mailed, properly addressed and stamped with required postage to the following: To Grantor: Burnstead Construction 11980 NE 24th Street Bellevue WA 98005 Attention: Tiffiny Brown Telephone: 425-454-1900, Ext. 234 E-Mail: Tiffiny@Bumstead.com To Grantee: City of Edmonds 121— 5ch Ave. North Edmonds WA 98020 Attention: Dan Clements Telephone: 425-771.023 9 Fax: 425-771-0265 E-Mail: cements@ci.edmonds.wa.us Either party may, from time to time, change such address by giving the other party notice of such change in accordance with this Section 8. DATED this day of , 2007. el GRANTOR: BURNSTEAD CONSTRUCTION By: Its: U(�, STATE OF WASHINGTON ) COUNTY OF ) I certify that I know or have satisfactory evidence that 6kex— is the person who appeared before me, and said person acknowledged that h she signed t 's instrument, on oath stated that he/she was authorized to execute the instrument and acknowledged it as the 1BFP663390.DOC;1/00006.050288/} 2 of BURNSTEAD CONSTRUCTION, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. .• C ;4 •ram+'�S` O • �..�•10 �O GRANTEE: CITY OF EDMONDS Ma or Gar akenson S, Z-crd 7 ATTEST/AUTHENTICATED: By: , &,-, andra S. Chase, City Clerk APPROVED AS TO FO By: ; — City Attorney �o NOTARY PUS Printed Name: � 1�� 60r.-,;e-S My appointment expires: --ZS---d 7 (B FK63390.DOC;1/00006.050288/ ) 3 EXHIBIT 1 { GJZ621308.DOC;1 /00000.000000/ } v REAL ESTATE PURCHASE AND SALE AGREEMENT • This REAL ESTATE PURCHASE AND SALE AGREEMENT (the "Agreement") is made and entered into, as of the day of May. 2006 {the "Effective Date"), by and between the EDIVIONDS SCHOOL DISTRICT NO. 15, a municipal corporation of the State of Washington ("Seller") and the CITY OF EDMONDS, a municipal corporation of the State of Washington ("Purchaser"). RECITALS Seller desires to sell to Purchaser, and Purchaser desires to purchase from Seller, all of Sellers right, title and interest in and to that -certain unimproved real property (the "Property") situate in Snohomish County and more particularly described on--Exhibit A to this Agreement on the terms and conditions set forth in this Agreement. AGREEMENT NOW, THEREFORE, in consideration of the respective .agreements set- forth below and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,- Purchaser and Seller agree as follows: 1. PURCHASE AND SALE OF THE -PROPERTY Seller shad sell and convey to Purchaser, and Purchaser shall purchase from Seller, subject to the terms and conditions set forth below, all of Seller's right, title and interest in and to the Property (including without limitation any interests of Seller in any.easements that may be appurtenant to the Property)_ 2_ EARNEST MONEY DEPOSIT Within two (2) business days of the mutual execution of this Agreement, Purchaser shall deliver to Chicago Tide Insurance Co. ("Title Company") a check payable to the- Seller - in the amoiint of One Hundred Sixty Thousand and No1100 Dollars ($160,000) (the `Deposit"). The Deposit, together with a copy of this Agreement, shall be deposited into an interest -bearing account with the Title Company to be invested at. the direction of Purchaser and the amount in that account, including interest° thereon, shall be credited against the Purchase Price if and where Closing occurs or shad be released to Purchaser or Seller as affzerwise provided for by this Agreement. 3. PURCHASE PRICE The total purchase price for the Property is Four Million Two Hundred Twenty .Two Thortsaitd Five Hundred Twelve and 30/100 Dollars $4 2 .. ( , 22,512.30) (the'"Purchase, Price") -of which the Deposit is a -part. The.Purchase Price -shall be paid in cash (United States funds) y (WSS632129.DOC;1100006.9000001) Page -1 Full Redline ' p i7 1- fr - r 00358-0844/LEGALt 1002730_1 S at Closing. Purchaser shall receive a credit at closing in the amount of One Million and No/100 Dollars against the Purchase Price in exchange for Purchaser's commitments in Section 9.2(e), below. 4. TITLE INSURANCE 4.1 Preliminary Commitment As soon as practicable after the date of mutual acceptance of this Agreement, Seller shall cause to be furnished to Purchaser a preliminary commitment for an ALTA standard form owner's policy of title insurance for the Property (the "Preliminary Commitment") from the Title Company. 4.2 Title Policy (a) Seller shall instruct the Title Company to deliver to Purchaser as soon ' as practicable after Closing, at Seller's expense, a standard coverage form owner's policy of title insurance (the "Title Policy"), insuring Purchaser's fee simple title to the Property in the .face amount of the purchase price containing no exceptions other than the form printed exceptions and (i) nondelinquent taxes and assessments, (ii) existing easements and matters disclosed by a survey of the Property, (iii) rights reserved in federal patents or state deeds, and building or use restrictions general to the district; (iv) any mechanics' or other liens or matters created by, consented to or caused by Purchaser or arising out of or in' any way connected with Purchaser's entry upon the Property, and (v) such other exceptions as are set forth in the Preliminary Commitment (the "Permitted Exceptions"). If title is not so insurable at Closing, then Purchaser may, by written notice to Seller, elect to either (aa) accept the title in such condition as may exist, in which case any other or further exceptions to title shall be, and be deemed, Permitted Exceptions or (bb) terminate this Agreement, in which case the Deposit shall be refunded to Purchaser. (b) . If Purchaser desires extended coverage and/or endorsements, they shall be at its sole cost and expense, and shall not be a condition of, or delay, Closing. 4.3 Survey Seller shall deliver to Purchaser any and all surveysof the Property in Seller's possession. Purchaser may, at its cost, cause any such survey to be updated and certified to Purchaser or to the Title Company. In addition, Purchaser may, during the Contingency Period, at'its expense, obtain a current ALTA/ASCM survey of the Property prepared by a licensed or registered surveyor. 5. CONVEYANCE OF TITLE Seller shall transfer title to the Property to Purchaser by a Statutory Warranty Deed, in the form attached to this Agreement as Exhibit B, subject to the Permitted Exceptions. {WSS632129.D0C;1100006.900000/) Page 2 Full Redline 00358-0844/LEGAL11092730.1 ! 6. DUE DILIGENCE; PURCHASER'S CONTINGENCY 6.1 Documents and Records (a) Without any additional consideration, Seller shall provide to Purchaser, or make available to Purchaser for inspection, as soon as possible after the date hereof (but no later than ten (10) days from the date of mutual acceptance of this Agreement, copies of all readily available surveys and engineering, architectural, environmental, and related studies and reports in Seller's possession or control relating to the physical condition of the Property as of the date of mutual acceptance of this Agreement. However, Purchaser acknowledges that Purchaser is relying on its own examination and inspection of all matters with respect to the condition of the Property (including, without limitation, the environmental condition) and Purchaser is not relying on any such information or documents provided by Seller, or otherwise upon representations of Seller or of Seller's agents or employees with respect to the condition of the Property, and Purchaser expressly waives any and all claims on that basis or account. (b) Purchaser acknowledges that Seller shall have no obligation to provide or make available to Purchaser any appraisal and valuation reports and other related information -prepared by Seller or its representatives for the Property, other offers or proposals to purchase, sell or lease the Property, internal documents regarding .the sale or lease of the Property, and similar documentation and materials. 6.2 Due Diligence Inspections (a) Purchaser and its agents and contractors shall have the right, at Purchaser's sole risk, cost and expense, to enter upon the Property, during normal business hours and in a reasonable manner, and upon prior notice to the Seller, for the purpose of conducting whatever non-destructive tests, -inspections, surveys, studies, appraisals or other inquiries Purchaser deems necessary or desirable in connection with this Agreement, including, without limitation, the physical, environmental, economic, legal and title condition of the Property (collectively, the "Due Diligence Inspections"). Purchaser shall not conduct any drilling or boring without the prior written consent of Seller. At Seller's option, an agent or employee of Seller may accompany Purchaser's employees, agents and/or contractors while said persons are conducting any Due Diligence Inspections. After making any such tests and inspections, Purchaser shall restore the Property to its condition prior to such tests and inspections- (b) Purchaser agrees to keep all information discovered by Purchaser in the course of its Due Diligence Inspections confidential; provided, however, that Purchaser may disclose and release information to those professionals engaged by Purchaser to assist in the Due Diligence Inspections. Purchaser shall provide Seller, at no cost to Seller, with copies of Al studies, reports and results of tests and inspections received by Purchaser pursuant to its Due Diligence Inspections promptly after Purchaser's receipt of same. �. {WSS632129.DOC;1/00006.900000/} Page 3 Full Redline 00358-0844/LEGAL11092730.1 (c) Purchaser hereby agrees to defend, indemnify and save Seller harmless from all liability and expense (including attorneys' fees) in connection with (i) any lien encumbering the Property as a result of Purchaser's activities on the Property pursuant to this right of entry and (ii) all claims, suits and actions of every name, kind and description brought against -Seller, its agents or employees by any person or entity as a result of or on -account of actual or alleged injuries or damages to persons, entities and/or property received or sustained, or alleged to have been received or sustained, in any way arising out of, in connection with, or as a result of the acts or omissions of Purchaser, its agents or employees, in exercising its rights under the right of entry granted in this Section 6.2 unless and except to the extent the same arise out of the sole negligence or intentional act of Seller. Without limiting the generality of the foregoing, Purchaser assumes potential liability for actions brought by its employees. Notwithstanding anything to the contrary in this Agreement, -Purchaser's obligations under this Section 6.2 shall survive any termination whatsoever of -this Agreement. Purchaser shall maintain and provide to Seller insurance certificates from its commercial general liability carriers showing Seller as an additional insured. 6.3 Purchaser's Contingency Period Purchaser shall have until 5:00 p.m. Pacific Standard Time on the thirtieth (30th) calendar day following the Effective Date (the "Contingency Period") to conduct its Due Diligence Inspections and title review and determine whether the Property and title are in a condition acceptable to Purchaser and suitable for Purchaser's intended use. Prior to the expiration of the Contingency Period, Purchaser shall notify Seller, in writing, if Purchaser, in its sole and absolute discretion, desires to terminate this Agreement due to its dissatisfaction with the results of its Due Diligence Inspections. If Purchaser elects to terminate this Agreement, Seller and Purchaser shall not have any further obligations pursuant to this Agreement except for those obligations, if any, which are expressly provided to survive or which by their context may be reasonably construed to survive such termination. If Purchaser fails to deliver written notice to Seller of Purchaser's election to either proceed with the sale or .terminate the Agreement before the expiration of the Contingency Period, Purchaser shall be deemed to have determined that the Property and title are in a condition acceptable to Purchaser and suitable for Purchaser's intended use. 7. CONDITIONS TO CLOSING 7.1 Conditions (a) Notwithstanding anything in this Agreement to the contrary, Purchaser's .obligation to purchase the Property shall be subject to and contingent upon the satisfaction or waiver by Purchaser of the following conditions precedent: (i) Purchaser's inspection and approval, within the Contingency Period, of all physical, environmental, economic, title and legal matters relating to the Property and Purchaser's purchase thereof, pursuant to Sections 6.2 -aand 6.3 above; (WSS632129_D0C;1100006.900000/) Page 4 Full Redline 00358-0844/LEGAL11092730.1 (ii) No Material Change in the Property. Between the effective date of this Agreement and the closing date, no material change in the condition of the Property shall occur unless mutually agreed to by Purchaser and Seller. (iii) the willingness of Title Company or some other reputable title insurer to issue the Title Policy, insuring Purchaser in the amount of the Purchase Price that title to the Property will be vested of record in Purchaser on the Closing Date, subject only to the Permitted Exceptions; (iv) on or before the Closing Date, Seller shall have delivered into escrow the documents specified in Section 12.2; and (v) on or before the Closing Date, all conditions to Closing for the benefit of Purchaser under this Agreement shall have been satisfied or waived. (b) Notwithstanding anything in this Agreement to the contrary, Seller's obligation to sell the Property shall be subject to and contingent upon the satisfaction or waiver by Seller of the following conditions precedent: (i) Seller's: (aa) receipt (at Seller's expense) of a market value appraisal of the Property by a professionally designated real estate appraiser (as defined in RCW 74-46.020), to be selected by Seller's board of directors; and (bb) determination, upon review of such appraisal, that the terms and conditions of this Agreement are consistent with applicable law; (ii) satisfaction of any and all requirements under state and municipal statutes and regulations for the sale of surplus school district property, (iii) passage by the Board of Directors of the Edmonds School District No. 15 of a resolution authorizing the sale of the Property pursuant to the terms of this Agreement; (iv) the willingness of Title Company to issue the Title Policy; (v) Purchaser's -timely satisfaction or waiver of the conditions set forth in Section 7.1(a) above; (vi) the deposit in escrow of the Deposit on or before two (2) business days after Seller executes this Agreement, -in accordance with Section 2; (vii) on or before the Closing Date, Purchaser's delivery to Title Company of the items set forth in Section 12.3 below; (viii) on or before the Closing Date, all conditions to Closing for the benefit of Seller under this Agreement shall have been satisfied or waived. iwSS632129.DW,1/00006.900000/1 Page 5 Full Redline 00358-0844/L.EGALI 1092730.1 7.2 Failure or Waiver of Conditions Precedent In the event any of the conditions set forth in Section 7.1 are not satisfied or waived by the party intended to be benefited thereby, this Agreement shall terminate, and the Deposit delivered as provided in Section 16 below. Either party may, at its election, at any time or times on or before the date (and, if indicated, the time) specified for the satisfaction of the condition, waive in writing the benefit of any of the conditions set forth in Section 7.1 (a) and 7.1(b) above. In any event, Purchaser's consent to the close of escrow pursuant to this Agreement shall waive -any remaining unfulfilled conditions for its benefit. 8. CLOSING 8.1 Closing Date The closing of the sale (the "Closing") shall occur on a mutually convenient date within five (5) days following the waiver or satisfaction of all of the conditions to closing set forth in Section 7.1, but in no event later than September 1, 2006 (the "Outside Closing Date"). If this transaction fails to close by the Outside Closing Date, the non defaulting party (or in the event the failure to close is not due to the default of a party, then either party) may terminate this Agreement, by giving written notice of same to the other party. 8.2 Closing Costs; Prorations Through escrow at Closing, Seller shall pay (i) the premium for an ALTA standard coverage title policy, (ii) one half of the Escrow Agent's escrow fee, and (iii) the State of Washington excise tax- due upon the conveyance of the Property. Through escrow at Closing, Purchaser shall pay (i) the cost of recording the conveyance of the Property, (ii) one half of the Escrow Agent's escrow fee, (iii) the cost differential of the premium for any extended title coverage over the premium paid by Seller for the ALTA standard coverage policy; and (iv) the cost of any survey prepared pursuant to Section. 4.3 and endorsements to the title policy. Each party shall bear its own legal fees. Property taxes for the current year, if any, will be prorated as of Closing. Water and other utilities shall be prorated as of Closing. All other costs of Closing, if any, shall be borne by Seller and Purchaser in a manner consistent with local practice for the county in which the Property is located. Upon -the request of either Party, adjustments shall be reads between the parties after Closing for the actual amount of any prorations made on the basis of estimates as of Closing. 9. REPRESENTATIONS, WARRANTIES AND COVENANTS 9.1 Seller's Representations, Warranties and Covenants Seller covenants, represents and warrants to Purchaser as of the date of this Agreement, and again as of the date of Closing, as follows: Seller is a municipal corporation duly organized and validly existing under the laws of the State of Washington; this Agreement and all documents executed by Seller that are to be delivered to Seller at Closing are, or at the time of Closing will be duly authorized, executed and delivered by Seller; and i {WSS632129.D0Q1/00006.900000/) Page 6 Full Redline 00358-N44/LEGAL11092730.1 all of the individuals executing this Agreement on behalf of Seller and any other documents and instruments executed by Seller pursuant hereto have the legal power, right and actual authority to bind Seller to the terms and conditions hereof and thereof, and this Agreement constitutes a valid obligation of the Seller that is legally enforceable in accordance with its terms. 9.2 Purchaser's Representations, Warranties and Co ants Purchaser covenants, represents and warrants to Purc er as follows as of the date of this Agreement, and again -as of the date of Closing: (a) Purchaser is a municipal corporation duly organized and validly existing under the laws of the state of Washington; Purchaser has the full right, power and authority to perform Purchaser's obligations hereunder; all of the individuals executing this Agreement on behalf of Purchaser and any other documents and instruments executed by .Purchaser pursuant hereto have the legal power, right and actual authority to bind Purchaser to the terms and conditions hereof and thereof, (b) The execution and delivery of this Agreement by Purchaser, and the consummation of the transaction contemplated hereby, have been duly authorized by all necessary actions on the part of the Purchaser, and this Agreement constitutes a valid obligation of Purchaser that is legally enforceable in accordance with its terms; (c) Purchaser has inspected and examined, or prior to Closing, will inspect and examine, all aspects of the Property and its current condition that Purchaser believes to be relevant to its decision to purchase the Property, and Purchaser accepts, and shall be deemed to accept, the Property AS IS, WHERE IS, WITH ALL FAULTS AND DEFECTS, including, without limitation, any then existing environmental conditions, and with all faults, defects or -deficiencies whether patent, latent, known or unknown, without recourse to Seller of any kind; and (d) Effective as of closing, Purchaser releases, and shall thereafter defend, indemnify and hold harmless Seller, its employees and agents from and against any loss, cost or liability, including without limitation attorneys' fees, expert witness fees and costs of suit, that may in any way arise from or relate to the Property or improvements thereon, or the condition thereof (environmental or otherwise); and (e) Without limiting the generality of the foregoing, Purchaser shall be obligated to demolish and dispose of all improvements on the Property and the adjacent property which together with the Property comprised the site of Seller's former Old Woodway Elementary School (the "Old Woodway Remainder"), all in accordance with applicable law, and effective as of closing, Purchaser releases, and- shall thereafter defend, indemnify and hold harmless Seller, its employees and agents from and against any loss, cost or liability, 'including without limitation attorneys' fees, expert witness fees and costs of suit, that may in any way arise from or relate to such improvements or the demolition or disposal thereof .{WSS632129.DGC;1/00006.900000/} Page 7 Full Redline ' 00358-0844/LEGAL11092730.1 ; E (environmental or otherwise). Purchaser's commitment to so demolish and dispose of such improvements is an essential part of the purchase price. At closing, Seller shall convey and quitclaim to Purchaser a temporary demolition easement in the form attached hereto as Exhibit C (the "Temporary Easement"). Purchaser shall complete such demolition and disposal prior to expiration of the Temporary Easement. 9.3 Seller's Disclaimer of Representations and Warranties EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES TO PURCHASER AND SHALL NOT IN ANY WAY BE LIABLE FOR ANY REPRESENTATIONS OR WARRANTIES, INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS AND WARRANTIES WITH RESPECT TO (1) THE DIMENSIONS, SIZE OR ACREAGE OF THE PROPERTY, (II) THE CONDITION OF THE PROPERTY OR ANY IMPROVEMENTS THEREON OR -THE SUITABILITY OF THE PROPERTY FOR HABITATION OR FOR PURCHASER'S INTENDED USE OR FOR ANY USE WHATSOEVER; (III) ANY APPLICABLE BUILDING, ZONING OR FIRE LAWS OR REGULATIONS OR WITH RESPECT TO THE EXISTENCE OF OR COMPLIANCE WITH ANY REQUIRED PERMITS, IF ANY, OF ANY GOVERNMENTAL AGENCY; .(IV) THE AVAILABILITY OR EXISTENCE OF ANY WATER, SEWER OR OTHER UTILITIES (PUBLIC OR PRIVATE); (V) THE EXISTENCE, ACCURACY, OR VALIDITY OF ANY DOCUMENTS OR OTHER INFORMATION, WRITTEN OR ORAL, WITH RESPECT TO THE PROPERTY; (VI) THE PRESENCE OR ABSENCE OF ANY TOXIC, HAZARDOUS OR.DANGEROUS SUBSTANCES, WASTES OR OTHER MATERIALS IN, UNDER, UPON, OVER OR ADJACENT TO THE PROPERTY; OR VII) ANY AND ALL MATTERS OR ITEMS CONVEYED OR ASSIGNED PURSUANT TO THIS AGREEMENT_ 9.4 Provisions Additive. The provisions of this Section 9 for the benefit of Seller (a) are in "addition to, and not in any way limited by, the terms of other documents associated with this transaction (for example, without limitation, the Deed and the Temporary .Easement), (b) shall survive closing and (c) shall not be merged into or otherwise affected by either the Deed or the Temporary Easement. 10. RISK OF LOSS e Except for loss of or damage to the Property arising in connection with Purchaser's entry onto the Property under Section 6.2, risk of loss of or damage to the Property shall be borne by Seller until the date of Closing. Thereafter, Purchaser shall bear the risk of loss. Except for loss of or damage to the Property arising in connection with Purchaser's entry onto the Property under Section 6.2, in the event of casualty or damage to the Property, or any portion thereof, prior to the date upon which Purchaser assumes the risk, Purchaser may terminate this Agreement by delivering written notice of same to Seller. Notwithstanding iwSS632M.DOC;1ro0006.900000/) -Page 8 Full Redfine 0035"844/LEGAL11092730.1 , f � Purchaser's right to terminate this Agreement in the event of casualty or damage to all or a portion of the Property, Purchaser may elect to complete the purchase of the Property notwithstanding any unrepaired casualty or damage to the Property; provided, however, that if Purchaser so elects, Seller shall not be liable to restore the Property or pay damages to Purchaser by reason of such loss or damage, but in such event Purchaser shall be entitled to the proceeds of any policies of property insurance carried by or for the benefit of Seller to the extent that such proceeds are -attributable to the casualty or damage to the Property. Notwithstanding the foregoing, if loss of or damage to the Property occurs in connection with Purchaser's entry onto the Property pursuant to Section 6.2, Purchaser shall compensate Seller for the loss or damage in a manner acceptable to Seller. At Seller's option, the loss or damage may be added to the Purchase Price. 11. CONDEMNATION - In the event that any portion of the Property is or becomes the subject of a condemnation proceeding, Purchaser shall have the right, at Purchaser's option, to terminate this Agreement by giving written notice of same to Seller on or before the date fixed for Closing, in which event this Agreement shall immediately terminate and be of no further force or. effect. Notwithstanding the foregoing, in the event of * a partial taking of the Property, Purchaser may elect to proceed with the purchase of the remainder of the Property, provided, the purchase price for the Property shall not be reduced by the total of any awards or other proceeds received by Seller at or prior to Closing with respect to any taking, and at Closing Seller shall assign to Purchaser all rights of Seller in and to any additional awards or proceeds payable by reason of the taking. 12. ESCROW 12.1 -Escrow Agent Closing shall occur through escrow in the office of the Title Company, or such other escrow agent as the parties shall agree upon (the "Escrow Agent"). Seller and Purchaser shall deposit executed counterparts of this Agreement with the Escrow Agent, which shall serve as instructions for the Escrow Agent for consummation .of the sale. Seller and Purchaser agree to execute such additional escrow instructions as may be appropriate to enable the Escrow Agent to comply with the terms of this Agreement; provided, however, that in the event of any conflict between the provisions of this Agreement and any supplementary escrow instructions, the terms of this Agreement shall control. If the escrow ;is terminated due to the breach of this Agreement; the breaching party shall be required to pay all escrow and cancellation fees. 12.2 Seller's Escrow Deposits At or before Closing, Seller shall delver the following to the Escrow Agent: {WSS632129.D0Q1/00006.900000/) Page 9 Full Redline 00358-0844/LEGALI 1092730A (a) A Statutory Warranty Deed to the Property, duly executed and acknowledged by Seller, in the form attached to this Agreement as Exhibit B; (b) A Temporary Easement, duly executed and acknowledged by Seller, in the form attached to this Agreement as Exhibit C, (c) An affidavit pursuant to Section 1445(b)(2) of the Federal Internal Revenue Code (the "Federal Code"), certifying that Seller is not a foreign person under the meaning of the Federal Code, in the form attached to this Agreement as Exhibit D; (d) An executed real estate excise tax affidavit, in the form required by Washington law; (e) Seller's approved estimated settlement statement; and (f) Any other documents, instruments, records or correspondence reasonably required by the Escrow Agent to consummate the purchase of the Property in accordance with the terms of this Agreement. 12.3 Purchaser's Escrow Deposits At or before Closing, Purchaser shall deliver the following to the Escrow Agent: (a) - The Purchase Price, after crediting the Deposit, in cash (United States funds); (b) An executed real estate excise tax affidavit, in the form required by Washington law; (c) Purchaser's approved estimated settlement statement; and (d) Any other documents, instruments, records, correspondence or funds reasonably required by the Escrow Agent to consummate the purchase of the Property in accordance with the terms of this Agreement. 13. DEFAULT -13.1 Default by Seller In the event of a default by Seller (including a breach of any representation, warranty or covenant), Purchaser may, at Purchaser's option, terminate this Agreement by written notice delivered to Seller, whereupon the Earnest Money and any interest earned thereon shall immediately be returned- to Purchaser as the sole and exclusive -remedy available to Purchaser, and the parties shall have no further rights or obligations arising under this 'Agreement, except as otherwise provided in this Agreement. 13.2 Default by Purchaser .{ W S S 632129. DOQ I /00006.9000001) Full Redline Page 10 00358-08441LEGAL11092730.1 In the event of a default by Purchaser (including a breach of any representation, warranty or covenant), Seller may, at Seller's option: (a) terminate this Agreement by written notice delivered to Seller, whereupon Seller shall be entitled to retain the Deposit and any interest earned as the sole and exclusive remedy available to Seller, and the parties shall have no further rights or obligations arising under this Agreement, except as otherwise provided in this Agreement; or (b) enforce specific performance of this Agreement against Purchaser; (c) seek to recover all damages suffered as a result of Purchaser's default; or (d) pursue such other remedies as may be available to Seller under applicable law. 14. PRIOR AGREEMENTS; MODIFICATION; ORAL REPRESENTATIONS This Agreement supersedes any and all oral or written agreements between the parties regarding the Property which are prior in time to this Agreement. Neither Seller nor Purchaser shall be bound by any prior understanding, agreement, promise, representation or stipulation, express or implied, not specified herein. This Agreement may not be amended or modified except by written agreement executed by both Seller and Purchaser. Seller shall not be bound by, or be liable for, any warranties or other representations made by any person, partnership, corporation or other entity unless such representations are set forth in a written instrument duly executed by Seller. 15. ASSIGNMENT This Agreement shall not be assignable by either party without written consent to such assignment from the other party. Any attempted assignment in violation of this Section 15 shall be null and void. Purchaser consents to assignment or apportionment of the "Grantor's" rights and obligations under the Temporary. Easement to any successor or assign of Seller in title to the Old Woodway Remainder. 16. TERMINATION DELIVERIES In the event either party desires to exercise any right expressly provided in this Agreement to terminate this Agreement, such party shall give written notice to the other party of such termination -with reference- to the Section of this Agreement expressly providing such right to terminate. Immediately thereafter, all documents deposited into escrow, including the Deposit (except in the event of a default by Purchaser), shall be returned to the party which deposited them, all documents delivered by Seller to Purchaser relating to the Property shall be returned, all reports, studies, analyses and tests prepared by or for Purchaser relating to the Property, shall immediately be delivered to Seller, and, except in the event of a default by either party hereunder, all monies deposited in escrow. shall be returned_ to the party which deposited them. {WSS632129.D0Q1/00006.9000001} Page 11 Full Redline 00358-0844/LEGAL11092730.1 17. NONMERGER; SURVIVAL The representations, warranties, indemnifications, release and waivers of the parties and all provisions of this Agreement that may be reasonably construed to survive Closing shall survive Closing and shall not be merged into the deed. 18. NO BROKERAGE FEES Seller and Purchaser, respectively, represent that no broker or finder has been -engaged by it in connection with this transaction. Seller and Purchaser each agree to indemnify the other and the other's agents, representatives and advisors and hold them harmless from any claims for any such fees or commissions, including all costs and expenses of defending any alleged claim therefor arising out of the acts of the indemnifying party or its agents or employees. 19. NOTICES All notices required or permitted to be given hereunder shall be in writing and shall be personally delivered, or sent by U.S. certified mail, postage prepaid, return receipt requested, telecopy, or by overnight courier service, addressed as set forth below: To Seller: Edmonds School District No. 15 20420 — 68`h Avenue West Lynnwood, WA 98036 Attention: Marla Miller, Assistant Superintendent Telephone: (425) 431-7036 Facsimile: (425) 431-7198 e-Mail: millerm@edmonds.wednet.edu To Purchaser: City of Edmonds 121 Fifth Avenue North Edmonds, WA 98020 Attention: Dan Clements Telephone: 425-771-023 9 Facsimile: 425-771-0265 e-Mail: cements@ci.edmonds.wa.us Either party hereto may, by proper notice to the other, designate such other address, or facsimile telephone number for the giving of notices as deemed necessary. All notices shall be deemed given on the day each such notice is personally delivered, transmitted by telecopy (with evidence of receipt), or delivered by overnight courier service, or on the third day following the day such notice is mailed if mailed in accordance with this Section. 20. EXHIBITS Exhibits A, B, C and D, attached hereto, are incorporated herein by this reference. {WSS632129.DOC;1/00006.900000/) Page 12 Full Redline 00358-0844/LEGAL11092730.1 1 21. COUNTERPARTS This Agreement may be executed in any number. of counterparts, each of which shall be deemed an original and which together shall constitute one and the same instrument. 22'. GOVERNING LAW; CONSTRUCTION This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. This Agreement and each of the terms and provisions of it are deemed to have been explicitly negotiated by the parties, and the Ianguage 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. 23. WAIVER OF PERFORMANCE Either party may waive the satisfaction or performance of any condition or provision of this Agreement which has been inserted for its own and exclusive benefit, by delivering to the other party written notice of same. -2.4. EFFECTIVE DATE; TIME OF THE ESSENCE The effective date of this Agreement shall be the date the Agreement is last signed by a party to be charged herein. Time is of the essence to both Seller and Purchaser in the performance of this Agreement, and they have agreed that strict compliance by both of them is required as to any date set forth herein. If the final date of any period of time set out in any provision of this Agreement falls upon a Saturday or a Sunday or a legal holiday, then in such event, the time of such period shall be extended to the next day which is not a Saturday, Sunday or a legal holiday. [The remainder of this page is intentionally left blank] (WSS632129.DOC;1/00006.900000/) Full Redline 00358-084411.HGAL11092730.1 -- Page 13 IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written. SELLER: EDMONDS SCHOOL DISTRICT NO.15, a municipal corporation of the State of Washington By� Name: s, diii �_/(ter Title: PURCHASER: CITY OF EDMONDS, a municipal corporation of the State of Washington By Name: a on Title: Mayor ATTEST/AUTHENTICATED: 03. By: ��_ Sandra S. Chase, City Clerk APPROVE AS O a By- W. Scott Snyder, City Attorney {WSS632129.DOC;1/00006.9000001 Page 14 Full Redline 00358-,"/LEGAL11092730.1 STATE OF WASHINGTON ) ) ss. COUNTY OF SNOHOMISH ) On this 20�� day of UIv 204 before me, the undersigned. a Notary Public in and for the State of Was ington, duly commissioned and sworn, personally appeared M orl&_S. ti" ei- to me known to be the person -who signed as A end `�of the Edmonds School District No. 15, a municipal corporation of the Late of Washington that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said political subdivision of the State of Washington for the uses and purposes therein mentioned, and on oath stated that was duly elected, qualified and acting as said officer of said corporation, that SI\A- was authorized to execute said instrument and that the seal affixed, if any, is the seal of said corporation - IN WITNESS WHEREOF I have hereunto set my hand and official seal the day and year first above written. a1k+�HtSrrrl �ANIp6 "It+++y, Pi1BLVO p . e4ti9�' � 78-�a•' 'Cfi�� ++s op`WA��'��t�`� {WSS632129.DOC;1/00006.900000/) Full Redline (Signature of Nota y) ►cx�t-. �m mil _ (Print or stamp nani of Notary) NOTARY PUBLIC in and for the State of Washington, residing at Akw< My appointment expires: $ e Page 15 00358-0844/LEGA1;11092130.1 . i STATE OF WASHINGTON } ) ss. COUNTY OF%Sn►o F+or-m ISH } On this %`- day of u u 200_, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared 19 jazj6,o_ � ►�� +►rso�f , to me known to be. the person who signed as I1ram W of -Ae- 61 p a !n UNY�1I��ia �( .Y that executed the within and foregoing instrum-;nl d acknowledged said instrument to be the free and voluntary aet and deed of said u"r��''1i for the uses and purposes therein mentioned, and on oath stated that hwas duly elected, qualified and acting as said officer of the d;4t, . PC 2W&, that /7,e;_ was authorized to execute said instrument and that the seat affixed, if any, is the seal of said IN WITNESS WHEREOF I have hereunto set my hand and official seal the day and year first above written. (Signature of Notary) 02. (Print or stamp name of tart') NOTARY PUBLIC in -and for the gtate of Washington, residing aQV4 My appointment expires: f *SS632i29.D0C;1/00006.900000/) Full Redline 00358-0844/I.EGALI1092730_1 ' Page 16 FXffMIT A LEGAL DESCRIPTION SEE ATTACHED (WSS632129.DOC;1tom6.900000/)Page EXHIBIT A: LEGAL DESCRIPTION [/I 1092730I.Doq 0035"844/LEGAL11092730.1 LEGAL DESCRIPTION PARCEL B THAT PORTION OF THE NORTH 568 FEET OF THE EAST 920 FEET OF THE NORTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 36, TOWNSHIP 27 NORTH, RANGE 3 EAST, WILLAMETTE MERIDIAN, DESCRIBED AS FOLLOWS: COMMENCING AT THE WEST QUARTER CORNER OF SAID SECTION 36 AS SHOWN ON THE PLAT OF WOOOWAY MEADOWS, RECORDED IN VOLUME 40 OF PLATS, PAGES 70 AND 71, UNDER RECORDING NUMBER 7907240221, RECORDS OF SNOHOMISH COUNTY, WASHINGTON; THENCE SOUTH 860 37' 08' EAST, ALONG THE NORTHERN MOST LINE OF SAID PLAT, AND ALONG THE NORTH LINE OF SAID SOL"WFST QUARTER, 403.90 FEET TO THE NORTHEAST CORNER OF SAID PLAT; THENCE SOUTH 00 54' 22" WEST, ALONG AN EAST LINE OF SAID PLAT, 568.02 FEET TO ANOTHER NORTH LINE OF SAID PLAT; THENCE SOUTH 880 37' 08' EAST, ALONG SAID NORTH LINE, 437.79 FEET TO THE NORTHWESTERLY MARGIN OF 2371FH PLACE SW AND A POINT ON A CURVE TO THE RIGHT, THE CENTER OF WHICH BEARS SOUTH 350 13' 21' EAST 203.22 FEET DISTANT; THENCE ALONG SAID NORTHWESTERLY MARGIN AND ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 190 19' 15', AN ARC DISTANCE OF 66.53 FEET TO THE TRUE POINT OF BEGINNING; OF NORTH 10 22' 52' EAST 459.08 FEET; . THENCE NORTH 880 37' 08- WEST 502.66 FEET TO SAID EAST LINE OF SAID PLAT; THENCE NORTH 00 54' 22" EAST, ALONG SAID EAST LINE, 78.02 FEET TO SAID NORTHEAST CORNER OF SAID PLAT; THENCE SOUTH 880 37' 08' EAST, ALONG THE NORTH LINE OF SAID SOUTHWEST QUARTER, 877,84 FEET TO THE WEST LINE OF A WEDGE SHAPED PARCEL OF LAND CONVEYED TO SNOHOMISH COUNTY FOR ROAD PURPOSES PER DEED UNDER RECORDING NUMBER 1237407, RECORDS OF SNOHOMISH COUNTY, WASHINGTON; THENCE SOUTH 079 14' 40' EAST 85.97 FEET TO A POINT OF INTERSECTION BETWEEN THE SOUTH LINE OF THE NORTH 85 FEET AND THE WEST LINE OF THE EAST 30 FEET OF SAID NORTHWEST QUARTER OF THE SOUTHWEST QUARTER; THENCE SOUTH 00 54' 22" WEST, ALONG SAID WEST LINE, 442.98 FEEFTO THE NORTHERLY MARGIN OF 237TH PLACE SW; THENCE NORTH 880 36' 42' WEST, ALONG SAID NORTHERLY MARGIN, 330.71 FEET TO A POINT OF CURVATURE TO THE LEFT HAVING A RADIUS OF 203.22 FEET; THENCE CONTINUING ALONG SAID NORTHERLY MARGIN AND ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 179 17' 24' AN ARC DISTANCE OF 61.32 FEET TO THE TRUE POINT OF BEGINNING; f SITUATE IN THE CITY OF EDMONDS, COUNTY OF SNOHOMISH, STATE OF WASHINGTON. J 13005 NE 126th PL KIRKLAND, WA 98034 TEL. 425.823-5700 FAX 425.823-6700 I�f1 { 4, 41957 $v rwww.axhm*pAx nn JOB NO. DATN 06015 1 7/19/0( WRITTEN BY CHECKED BY AWG MTSE SKEET PARCEL 8 $ OF 3 0 EXHIBIT B STATUTORY WARRANTY DEED Return Address Attention_ Document Title(s) (or transactions contained therein): I _ Statutory Warranty Deed Reference Number(s) of Documents assigned or released: N/A (on page _ of documents(s)) Grantor(s) (Last name first, then first name and initials): 1. Edmonds School District No. 15, a municipal corporation of the State of Washington 2. 3. Additional names on page _ of document. Grantee(s) (Last name first, then first name and initials): 1. City of Edmonds, a municipal corporation of the State of Washington 2. 3. F1 Additional names on page _ of document. Legal description (abbreviated: _ i.e. lot, block, plat or section, township, range) Full legal is on Assessor's Property Tax Parcel/Account Number EXHIBIT B: DEED V11092730_1_DOq - 00358-08441LEGAL.11092730.1 {WSS632129.DOC;1/00006.900oo0i}Page 1 STATUTORY WARRANTY DEED Grantor, the Edmonds School District No_ 15, a municipal corporation of the State of Washington ("Grantor"), for and in consideration of Ten and No/100 Dollars ($10.00) and other valuable consideration, in hand paid, conveys and warrants to the City of Edmonds, a municipal corporation of the State of Washington, all of Grantor's right, title and interest in the following described real estate situated in the County of Snohomish, State of Washington:_ [INSERT LEGAL DESCRIPTION] Subject to: [INSERT PERMITTED EXCEPTIONS] Dated , 200 . EDMONDS SCHOOL DISTRICT NO. 15, a municipal corporation of the State of Washington By Name: Title: IQ (wss632129.DOC;1/00006.900000/)Page 2 EXHIBITR DEED 1/11092730_1 _DOC] 00358-0844/LE(aAL11092730.1 STATE OF WASHINGTON ) ) ss- COUNTY OF SNOHOMISH ) On this day of , .200_, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared to me known to be the person who signed as of the Edmonds School District No.15, a municipal corporation of the State of Washington that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said corporation for the uses and purposes therein mentioned, and on oath stated that was duly elected, qualified and acting as said officer of the political subdivision of the State of Washington, that was authorized to execute said instrument and that the seal affixed, if any, is the seal of said corporation. IN WITNESS WHEREOF I have hereunto set my hand and official seal the day and year first above written. EXHIBIT B: DEED t/11092730 I.Doq 00358-0844/LEGAL11092730.1 (Signature of Notary) (Print or stamp name of Notary) NOTARY PUBLIC in and for the State of Washington, residing at My appointment expires: {WSS632129.DOC;I/00006.900600/}Page 3 3 EXHIBIT C TEMPORARY EASEMENT [SEE ATTACHED FORM] (WSS632129.DOC;1/00006.9oow/)Page I EXHIBIT C_ TEMPORARY EASEMENT [111092730_1.DOCj 00358-0844/LEGAL11092730.1 i After Recording Return to: Perkins Coie LLP 10885 NE 4th Street Bellevue, Washington 98004-5579 Attention: Document Title(s) (or transactions contained therein): 1. Temporary Demolition Easement 2. 3. Reference Number(s) of Documents assigned or released: (or page _ of document(s)) Grantor(s) (Last name first, then fast name and initials): 1. Edmonds School District No. 15 2. 3. 4. Additional names on page _ of document. Grantee(s) (Last name first, then first name and initials): 1. The City of Edmonds 2. 3. 4. Additional names on page _ of document. Legal Description (abbreviated: i.e., lot, block, plat or section, township, range) Additional legal on page _ of document. Assessor's Property Tax ParceMccount Number 00358-0844/LEGAL11095117.1 TEMPORARY DEMOLITION EASEMENT This Temporary Demolition Easement is made between Edmonds School District No. 15, a municipal corporation of the State of Washington ("Grantor'), and the Grantee of Edmonds, a municipal corporation of the State of Washington ("Grantee") this day of 2006. RECITALS A. Grantor is the record owner of the real property (the "Property") legally described as: See Schedule 1 (Tax Parcel Number: ). B_ In connection with Grantee's purchase of adjacent property from Grantor, Grantee has committed to demolish and dispose of all improvements on the adjacent property and the Property (which together with the Property comprised the site of Grantor's -former Old Woodway Elementary School), all in accordance with applicable -law. IN CONSIDERATION of the premises and the mutual covenants and agreements herein set forth, Grantor conveys and quitclaims to Grantee an easement to use the Property for the "Term" (defined below) on the following terms and conditions 1. Demolition Easement. Grantee may (and shall) use the Property to demolish and dispose of all improvements thereon. including without limitation all hazardous substances and -hazardous materials regulated under federal, state or -local law(collectively, the "Improvements"), all in accordance with law, and upon completion of such demolition and disposal (unless otherwise directed in writing by Grantor), remove and properly dispose of all debris on the Property, rough grade the property to reasonable and safe contours, hydra seed or otherwise revegetate the surface -of the Property to stabilize the grade and control run-off and otherwise leave the Property in a reasonable, and legal condition for potential redevelopment (all of the foregoing, hereafter, "Grantee's Work"). 2. Information and Status Re its to be Provided to Grantor. - Grantee shall provide Grantor with the following information without cost: 2.1 Within ten (10) business days' following mutual execution of this Temporary Easement, Grantee shall provide Grantor with a work schedule detailing the location and time of performance and completion of Grantee's Work. The work schedule shall be updated by Grantee on.a monthly basis to show the progress of performance throughout Grantee's Work; and 00358-0844/LEGAL11095117.1 PAGE.1 2.2 Promptly after Grantee's completion of Grantee's Work, Grantee shall provide Grantor with a certification that the Improvements have been removed from the Property and disposed of in accordance with applicable law; and 2.3 Upon Grantor's request, Grantee shall provide Grantor with copies of all tests, surveys, drawings or other documents prepared with respect to Grantee's Work. 2.4 Grantee shall pay all costs necessary to reestablish existing'survey references and hubs destroyed or lost during or in connection with Grantee's Work. - The information required under Section 2 is to be provided to Grantor for informational purposes only. Grantor's receipt of the foregoing information, and any review, analysis or consideration thereof by Grantor, or Grantor's failure to review, analyze or.consider such information (including, without limitation, failure to discover any error, defect or inadequacy of such information), shall not relieve Grantee of any of its obligations under this Temporary Easement. 3. Term. Grantee's rights under this Temporary Easement shall terminate upon Grantee's notice to Grantor that Grantee has completed demolition and disposal of the Improvements and restoration of the Property in accordance with Section 3, which such notice shall be given as soon as reasonably practicable following Grantee's completion of the restoration and demobilization phases of such work; provided, however, that Grantee's rights under this Temporary Easement shall terminate no later than June 30, 2007 (the "Outside Expiration Date") unless Grantee is delayed in the completion of Grantee's Work due to reasons beyond Grantee's reasonable control, in which case the Outside Expiration Date shall be extended for so long as is reasonably necessary for Grantee to complete Grantee's Work with Grantor's prior written consent, which such consent shall not be unreasonably withheld, conditioned or delayed. Following expiration of this Temporary Easement, upon request of Grantor, Grantee shall execute and deliver to Grantor a quitclaim deed, in a form suitable for recording, to confirm termination of this Temporary Easement. 4. Indemnity. Grantee releases, and shall thereafter defend, indemnify and hold harmless Grantor, its employees and agents, and successors and assigns in title to the Property, from and against any loss, cost or liability, including without limitation attorneys' fees, expert . witness fees and costs of suit, that may in any way arise from or relate to such improvements or the demolition or disposal thereof (environmental or otherwise); provided however, that (a) nothing in this Section 4 shall require Grantee to so indemnify and hold harmless Grantor to the extent of the negligence or other fault on the part of Grantor, its directors, officers, agents, servants, employees, representatives, licensees, invitees or visitors, and (b) Grantor acknowledges that actions and omissions of any of Grantee, its consultants or contractors may interfere with and delay Grantor's redevelopment and use of the Property, and Grantor waives and releases any and all claims for damages (whether direct, incidental or consequential) under this Temporary Easement for delay, loss of use or any other loss, cost, claim or expense resulting from any and all demolition and disposal actions or omissions by or on behalf of Grantee. As between the parties and for the purposes only of the foregoing obligations, Grantee waives any immunity, defense or other protection that may be afforded 00358-0844/LEGAL11095117.1 PAGE 2 by any workers' compensation, industrial insurance or similar laws (including but not limited to, the Washington Industrial Insurance Act, Title 51 of the Revised Code of Washington)_ This Section 4 has been mutually negotiated by the parties. GRANTEE INITIALS GRANTOR D TTIALS Nothing in this Temporary Easement limits or otherwise modifies Grantor's rights to defense or indemnity from Grantee, or to be held harmless by Grantee, under other contracts or agreements between Grantor and Grantee with respect to the Property or the Old Woodway Remainder_ 5. Lien Protection. Grantee shall promptly pay (and secure the discharge of any liens against. the Property asserted by) all persons and entities furnishing any labor, equipment, services, supplies, materials or other items in connection with Grantee's Work. 6. Successors and Assi s. Grantee shall not assign its rights under this Temporary .Easement without the consent of Grantor. However, Grantee may contract for the work to be donp by Grantee hereunder and Grantee's contractor, such contractor's subcontractors, and employees and agents of Grantee, its contractor and subcontractors may all use the Property for Grantee's Work during the Tenn of and in accordance with the terms of this Temporary Easement. Grantor may assign, apportion or otherwise convey all or any portion of its rights and obligations under this Temporary Easement to any purchaser of Grantor's interest in the Property. Subject to the foregoing, the rights and obligations of the parties shall inure to the benefit of and be binding upon their respective successors, assigns and apportionees. 7. Local, State and Federal Laws. The terms and conditions of this Temporary Easement are subject to, and Grantee shall at all times comply with, any and all laws, rules, regulations and ordinances applicable to the Property and Grantee's use thereof. 8. Notices. Any notice, request, approval, designation, direction, statement or other communication (collectively "Notice") received or permitted under this Temporary Easement shall be in writing and delivered in person or mailed, properly addressed and stamped with required postage to the following: To Grantor: Edmonds School District No. 15 20420 — 68"' Avenue West Lynnwood, WA 98036 Attention: Marla Miller, Assistant Superintendent Telephone: (425) 431-7036 Facsimile: (425) 431-7198 e-Mail: millerm@edmonds.wednet.edu To Grantee: City. of Edmonds 121 Fifth Avenue North Edmonds, WA 98020 00358-0844/L.EGAL11095117.1 PAGE 3 Attention: Dan Clements Telephone: 425-771-0239 Facsimile: 425-771-0265 e-Mail: cements@ci.edmonds.wa.us Either party may, from time to time, change such address by giving the other party Notice of such change in accordance with this Section 8. 9. No Release. No termination of this Temporary Easement shall release Grantee or Grantor from any liability or obligation with respect to any matter occurring prior to such termination. 10. Self -Help. If Grantee fails, within a reasonable time, to remove the Improvements, restore the Property or take such other measures as are set forth in this Temporary Easement, Grantor may, after reasonable notice to Grantee, remove the Improvements and restore the Property or take such measures at the expense of Grantee_ 11 _ Nonwaiver. The failure of Grantor to insist upon or enforce strict performance by Grantee of any of the provisions of this Temporary Easement or to exercise any rights or remedies under this Temporary Easement shall not be construed as a waiver or relinquishment to any extent of Grantors right to assert or rely upon any such provisions or rights in that or any other instance; rather, the same shall be and remain in full force and effect. 12. Survival. With respect to.matters arising prior to termination, the obligations imposed upon Grantee under Sections I, 2, 4, and 5 of this Temporary Easement and all other provisions of this Temporary Easement which may reasonably be interpreted or construed as surviving termination of this Temporary Easement shall survive termination of this Temporary Easement. 13. Entire Agreement. This Temporary Easement sets forth the entire agreement of the parties and supersedes any and all prior agreements with respect to the subject matter hereof. This Temporary Easement shall be construed as a whole. All provisions of this Temporary Easement are intended to be correlative and complementary. No amendment, change or modification of any provision of this Temporary Easement shall be valid unless set forth in a written amendment to this Temporary Easement signed by both parties. - 14. Miscellaneous. The invalidity or unenforceability of any provision of this Temporary Easement shall not affect the other provisions hereof, and this Temporary Easement shall be construed in all respect as if such invalid and unenforceable provision were omitted. The headings of sections, paragraphs and subparagraphs of this Temporary Easement are for convenience of reference only and are not intended to restrict, affect or be of any weight in the interpretation or demolition of the provisions of such sections, paragraphs or subparagraphs. This Temporary Easement shall be interpreted, construed and enforced in all respects in accordance with the laws of the State of Washington. 00358-0844fL.EGALI 1095117.1 PAGE 4 Grantor By: Its: R a 00358-0844/LE(3AL11095117.1 s. PAGE 5 STATE OF WASHINGTON ) )SS COUNTY OF ) On this day of 2006, before me, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared to me known to be the individual(s) who executed the within and foregoing instrument, and acknowledged that signed the same as free and voluntary act and deed, for the uses and purposes therein mentioned. GIVEN UNDER my hand and official seal hereto affixed the day and year in this certificate first above written. (Signature of Notary) '(Print or stamp name of Notary) NOTARY PUBLIC in and for the State of Washington, residing at My Appointment Expires: 00358-0844/IEGAL11095117.1 PAGE 6 I Schedule 1 attached 00358-0844lLEGAL11095117.1 PAGE 7 LEGAL DESCRIPTION PARCEL A THAT PORTION OF THE NORTH 568 FEET OF THE EAST 920 FEET OF THE NORTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 36, TOWNSHIP 27 NORTH, RANGE 3 EAST, WILLAMETTE MERIDIAN, DE!. CRIBED AS FOLLOWS: - COMMENCING AT THE WEST QUARTER CORNER OF SAID SECTION 36 AS SHOWN ON THE PLAT OF WOODWAY MEADOWS, RECORDED IN VOLUME 40 OF PLATS, PAGES 70 AND 71, UNDER RECORDING NUMBER 7907240221, RECORDS OF SNOHOMISH COUNTY, WASHINGTON; THENCE SOUTH SO- 37' 08" EAST, ALONG THE NORTHERN MOST LINE OF SAID PLAT, AND ALONG THE NORTH LINE OF SAID SOUTHWEST QUARTER, 403.40 FEET TO THE NORTHEAST- CORNER OF SAID PLAT; THENCE SOUTH 0° 54' 2r WEST, ALONG AN EAST LINE OF SAID PLAT, 78.02 FEET TO THE POINT OF BEGINNING; THENCE CONTINUING SOUTH 09 54' 22' WEST, ALONG SAID EAST LINE, 490.00 FEETTO ANOTHER NORTH LINE OF SAID PLAT; THENCE SOUTH 860 87' 08" EAST, ALONG SAID NORTH LINE, 437.79 FEET TO THE NORTHWESTERLY MARGIN OF 237TH PLACE SW AND A POINT ON A CURVE TO THE RIGHT, THE CENTER OF WHICH BEARS SOUTH SS* 15' 21" EAST 203.22 FEET DISTANT; THENCE ALONG SAID NORTHWESTERLY MARGIN AND ALONG, SAID CURVE, THROUGH A CENTRAL ANGLE OF 190 19' 15., AN ARC DISTANCE OF 68.53 FEET; THENCE NORTH V 22' S2" EAST 459.08 FEET; THENCE NOIYIIi W" 37' 08" WEST 502,66 FEET TO THE POINT OF BEGINNING. SITUATE IN THE CITY OF COMONDS, COUNTY OF SNOHOMI$H, STATE OF WASHINGTON Vrr veY 4k Mappinu V. f 41 Mrww.axtsinap.com JOB NO. DATE 13005 NE 126th PL 06015 7/1$/Of) WRITTEN BY CHECKED BY KIRKLAND. WA 98034 TEL. 425.823-5700 FAX 425.823-6700 AWG l TSE Ste, PARCEL A 1 OF 3 EXHIBIT D NONFOREIGN PERSON AFFIDAVIT Under Section 1445 of the Internal Revenue Code of 1986, as amended (the "U-S. Code"), - a transferee of a United States real property interest must withhold tax if the transferor is a foreign person. To inform a "Transferee"), that withholding of tax will not be required upon the transfer to Transferee by EDMONDS SCHOOL DISTRICT NO. 15, a municipal corporation of the State of Washington (the "Transferor"), of that certain real property located in the State of Washington and more particularly described in Schedule i attached hereto (the "Property"), the undersigned hereby certifies the following on behalf of Transferor: 1. Transferor is not a foreign corporation, foreign partnership, foreign trust, or foreign estate, as those terms are defined in the U.S. Code and the Income Tax Regulations promulgated thereunder; 2. Transferor is not a disregarded entity as defined in Section 1.1445-2(b)(2)(iii) of the Income Tax Regulations; and 3. Transferor's U.S. employer identification number is Transferor understands that this Certification may be disclosed to the Internal Revenue Service and that any false statement contained herein could be punished by fine, imprisonment, or both. Transferor understands that Transferee is relying on this Certificate in determining whether withholding is or will be required in connection with the transfer of the Property by Transferor to Transferee, and that Transferee may face liabilities if any statement contained in this certificate is false. Transferor hereby indemnifies Transferee, and agrees to hold Transferee harmless, from any liability or cost which such Transferee may incur as a result of: (i) the Transferor's failure to pay any U.S. Federal Income tax which Transferor is required to pay under applicable federal law or (h) any false or misleading statement contained herein. Under penalties of perjury, I declare that I have examined this- Certification and to the best of my knowledge declare that I have authority to sign this document on behalf of Transferor. [Yhe remainder of this page is intentionally left blank] {WSS632129.DOC,1/00006.900000/}Page 1 ! 1 EXHIBIT D: NONFOREIGN PERSON AFFIDAVIT V11092730 1 DOC] 00358-0844/LEGAL11092730.1 Dated: 31200 Transferor: EDMONDS SCHOOL DISTRICT NO. 1S, a municipal corporation of the State of Washington By Name: Title: {WSS632129.DOC;1/00006.90M/}Page 2 EXHIBIT D: NONFOREIGN PERSON AFFIDAVIT j111092730 1.DOC] 00358-08441LEG A L 11092730.1 Schedule 1 to Exhibit D Lejgal Description [INSERT LEGAL DESCRIPTION] {WSS632129.DOC;1/00006.900000/)Page 3 EXHIBIT D: NONFOREIGN PERSON AFFIDAVIT V11092730_LDOCj 00358-0844/LEGALI I092730.1 EXHIBIT 2 ( GJZ621308.DOC;1 /00000.000000/ 1 LEGAL DESCRIPTION PARCEL B THAT PORTION OF THE NORTH 568 FEET OF THE EAST 920 FEET OF THE NORTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 36, TOWNSHIP 27 NORTH, RANGE 3 EAST, WILfAMETTE MERIDIAN, DESCRIBED AS FOLLOWS_ COMMENCING AT THE WEST QUARTER CORNER OF SAID SECTION 35 AS SHOWN ON THE PLAT OF WOODWAY MEADOWS, RECORDED IN VOLUME 40 OF PLATS, PAGES 70 AND 71, UNDER RECORDING NUMBED 7907240221, RECORDS OF SNOHOMISH COUNTY, WASHINGTON; THENCE SOUTH 889 37' O8" EAST, ALONG THE NORTHERN MOST LINE OF SAID PEAT, ANO ALONG THE NORTH LINE OF $AID SOUTHWEST QUARTER, 403.90 FEET TO THE NORTHEAST CORNER OF SAID PLAT; 'THENCE SOUTH 00 S4' 22" WEST, ALONG AN EAST LINE OF SAID PLAT, 568.02 FEETTO ANOTHER NORTH LINE OF SAID PLAT; THENCE SOUTH 880 37' 08" EAST, ALONG SAID NORTH LINE, 437.79 FEET TO THE NORTHWESTERLY MARGIN OF 237TH PEACE SW AND A POINT ON A CURVE TO THE RIGHT, THE CENTER OF WHICH BEARS SOUTH 359 13' 21` EAST 203.22 FEET DISTANT; THENCE ALONG SAID NORTHWESTERLY MARGIN AND ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 199 19' 15", AN ARC DISTANCE OF 68.53 FEET' TO THE TRUE POINT OF BEGINNING; . OF NORTH 10 22' 52" EAST 459.08 FEET; . THENCE NORTH 88° 37' U8" WEST 502.66 FEET TO $AID EAST LINE OF SAID PLAT; THENCE NORTH 00 54' 22" EAST, ALONG SAID EAST LINE, 78.02 FEET HEAST CORN TO SAID NORTER OF SAID PLAT; THENCE SOUTH 889 37' 08- EAST, ALONG THE NORTH LINE OF SAID SOUTHWEST QUARTER, 877.84 FEET TO THE WEST LINE OF A WEDGE SHAPED PARCEL OF LAND CONVEYED To SNOFlOM1SH COUNTY FOR ROAD PURPOSES PER DEED UNDER RECORDING NUMBER 1237407, RECORDS H SNOHOMISH COUNTY, WASHINGTON; THENCE SOUTH 079 14' 40" EAST $5.97 FEET TO A POINT OF INTERSECT70N BETWEEN THE SOUTH L1NE OF THE NORTH 85 FEET AND THE WEST LINE OF THE EAST 30 FEET OF SAID NORTHWEST QUAR3 R OF THE SOUTHWEST QUARTER; THENCE SOUTH 00 54' 2Z" WEST, ALONG SAID WE T LINE, 442.98 FEETTO THE NORTHERLY MARGIN OF 237YH PLACE SW; THENCE NORTH 88° 36' 42" WEST, ALONG SAID NORTHERLY MARGIN, 330.71 FEET TO A POINT OF CURVATURE TO THE LEFT HAVING A RADIUS OF 203.22 FEET; THENCE CONTINUING ALONG SAID NORTHERLY MARGIN AND ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 179 17' 24" AN ARC DISTANCE OF 61.32 FEET TO THE TRUE POINT OF BEGINNING; SITUATE IN THE CITY OF EDMONDS, COUNTY OF SNOHOMISH, STATE OF WASHINGTON. 13005 NE 126th PL KIRKUWD, WA 98034 TEL. 425.823-5700 FAX 425,523-6700 41957 VwWwAx#tl"apAoo JOB NO. DATE; 06016 7/19/06 WRPITEIN BY CHECKED IrY AWG MTSE PARCEL B 1 2 OF 3 EXHIBIT 3 {G]Z621308.DOC;1/00000.000000/ } LEGAL DESCRIPTION PARCEL A THAT PORTION OF THE NORTH 568 FEET OF THE EAST 920 FEET OF THE NORTHWEST QUA TER OF THE SOUTHWEST QUARTER OF SECTION 36, TOWNSHIP 27 NORTH, RANGE 3 EAST, WWAMETIit MERIDIAN, DF!§CRIBED A$ FOLLOWS: COMMENCING AT THE WEST QUARTER CORNER OF SAID SECTION 36 AS SHOWN ON THE PLAT OF WOODWAY MEADOWS, RECORDED IN VOLUME 40 OF PLATS, PAGES 70 AND 71, UNDER RECORDING NUMBER 7907240221, REiCOROS OF SNOHOMISH GDUN7Y, WASHINGTON; THENCE SOUTH $86 37' 00" EAST, ALONG THE NORTHERN MOST LINE OF SAID PLAT, AND ALONG THE NORTH LINE OF SAID SOUTHWEST QUARTER, 403.90 FELT TO THE NORYliCASr CORNER OF SAID PLAT - THENCE SOUTH 0° 54' 22" WEST, ALONG AN EAST" LINE OF SAID PLAT, 78.02 FEET TO THE POINT OF BEGINNING; THENCE CONTINUING SOUTH O' 54' 22" WEST, ALONG SAID EAST LINE, 490.00 FEET TO ANOTHER NORTH LINE OF SAID PLAT; YHENCE SOUTH 8$° 37' 0$~ EAST, ALONG SAID NORTH LINE, 437.79 FEET TO THE NORTI IWES7CRLY MARGIN OF 237TH PLACE SW AND A POINT ON A CURVE TO THE RIGHT, THE CENTER OF WHICH BEARS SOUTH 35° IT 21" EAST 2.03.22 FEET DISTANT; THENCE ALONG SAID NORTHWESTERLY MARGIN AND ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 190 19' 1S", AN ARC DISTANCE OF 68.53 FEET; THENCE NORTH 10 22' 52' EAST 459.08 FEET, THENCE NORTH 880 37' OV WEST 562.66 FEET TO THE POINT OF BEGINNING. SITUATE IN THE CITY OF EDMONDS, COUNTY OF SNOHOMISH, STATE OF WASHINGTON. 13405 NE WAA98034 TEL 425.823-5700 $Klrrrey ae Mapping FAX 425.823-6700 m CITY OF EDMONDS GARYHAAKENSON 121 STH AVENUE NORTH EDMONDS, WA 98020 (425) 775-2525 MAYOR CITY CLERK 1P, I s()0 June 15, 2007 Tiffany Brown Burnsteads Construction Company 11980 NE 24" Street Bellevue, WA 98005 Subject: Extension of Temporary Demolition Easement Dear Ms. Brown: Attached please find your copy of the signed Extension of Temporary Demolition Easement with Burnsteads Construction Company and the City of Edmonds. If I can be of further assistance, or answer any questions, please call on (425) 771-0245. Sincerely, Linda Hynd Deputy City Clerk enclosure ° Incorporated August 11, 1890 • Sister City - Hekinan, Japan Chase, Sand From: Chase, Sandy Sent: Monday, June 18, 2007 4:50 PM To: 'Bio F. Park' Subject: FW: Easement from Burnstead Const. -----Original Message ----- From: Chase, Sandy Sent: Monday, June 18, 2007 4:49 PM To: 'bpark@omwla.com' Subject: FW: Easement from Burnstead Const. Hi Bio, Linda Carl forwarded your email to me. Yes, the City received the "Extension of Temporary Demolition Easement." The Mayor signed it; a signed copy was mailed to Tiffany Brown at Burnstead Construction Company on June 15. We will be sure to record the easement. Is there a time deadline for recording it? Sandy Chase -----Original Message ----- From: Bio F. Park [mailto:bpark@omwlaw.com] Sent: Friday, June 15, 2007 4:17 PM To: Carl, Linda Subject: Easement from Burnstead Const. Hi Linda, Burnstead Construction was going to send to the Mayor a signed agreement extending the temporary easement to demolish the Old Woodway Elementary School. Do you know if we received it? And if so, has the Mayor counter -executed it, yet? After he does, a copy needs to be sent back to Burnstead, and recorded in Snohomish County. For purposes of recording, the related document is number 200609140682. (Let me know if you'd like us to record it.) Thank you. Bio F. Park Ogden Murphy Wallace P.L.L.C. 1601 Fifth Ave., Suite 2100 Seattle, WA 98101 bpark@omwlaw.com 206.447.7000 206.447.0215 (fax) The information contained in this e-mail message may be privileged, confidential and protected from disclosure. If you are not the intended recipient, any dissemination, distribution or copying of the contents of this message is strictly prohibited. If you think you received this message in error, please delete the message and e-mail the sender at "bpark@omwlaw.com". Thank -you! 1 Chase, San From: Chase, Sandy Sent: Monday, .tune 18, 2007 5:05 PM To: 'Bio F. Park' Subject: RE: Easement from Burnstead Const. We will take care of it! Thanks, Sandy -----Original Message ----- From: Bio F. Park [mai1to*bpar_k@omwJaWC_0m] — Sent: Monday, June 18, 2007 5:04 PM To: Chase, Sandy Subject: RE: Easement from Burnstead Const. Hi Sandy, The original easement expires at the end of the month, so it would be best to have the extension recorded by then if possible. As noted in my email to Linda to recorded document number 200609140682 please reference (original coversheet under "related documents." easement recording number) Thank you! in the Bio F. Park Ogden Murphy Wallace P.L.L.C. 1.601 Fifth Ave., Suite 2100 Seattle, WA 98101 bpark@omwlaw.com 206.447.7000 206.447.0215 (fax) The information contained in this e-mail message may be privileged, confidential and protected from disclosure. If you are not the intended recipient, an distribution or Copying of the contents of this message is strictlyy 'you think You received this message in error, please delete the message andhibitee-mail thero.fsender at "bpark@omwlaw.com". Thank -you! -----Original Message ----- From: Chase, Sandy [mailto:Chase@ci.edmonds.wa.us] Sent: Monday, June 18, 2007 4:50 PM To: Bio F. Park Subject: FW: Easement from Burnstead Const. -----CriginaZ Message------ != rom: Chase:, Sandy Sent: Monday, June 18, 2007 4 : 4 9 PM To: 'bpark@omwla.com- Subject: FW: Basement from Burnstead Const. Hi Bio, Linda Carl forwarded your email to me. Yes, the City received the "Extension of Temporary Demolition Easement." The Mayor signed it; a signed copy was mailed to Tiffany Brown at Burnstead Construction Company on June 15. We will be sure to record the easement Sandy Chase Is there a time deadline for recording it? 1 AM-922 6. Old Woodway Elementary School Abatement & Demolition Edmonds City Council Meeting Date: 04/03/ 2007 Submitted By: Brian McIntosh, Parks and Recreation Time: 5 Minutes Department: Parks and Recreation Type: Action Review Committee: Action: Approved for Consent Agenda Agenda Memo Subject Title Authorization to call for bids for the abatement and demolition of the Old Woodway Elementary School located at 23700 104th Avenue West. Recommendation from Mayor and Staff Council authorize Staff to call for bids for the abatement and demolition of the Old Woodway Elementary School located at 23700 104th Place West. Previous Council Action Purchase of property for the purpose of establishing a neighborhood park. This Consent item was deferred from March 27, 2007. Narrative Development of comprehensive specifications for the abatement of hazardous materials and the demolition of the school buildings have been completed. Shortly after the purchase of this site by the City the consulting firm EHS International conducted abatement surveys to determine locations of hazardous materials and two underground storage tanks (DST's). Using this survey, specifications for the safe removal and disposition of these materials were developed by the consultant. On November 3, 2006, an engineering firm, Reid Middleton, was selected to prepare specifications for the demolition of the buildings and work with EHS International to incorporate the abatement, UST removal, and building demolition into one set of specifications. Staff and consultants felt that this project is of significant scope and will attract larger demolition companies with in-house abatement divisions. Funding for this project is included in the adopted 2007 capital budget for Fund 125 (REET2 - Parks Improvement) Revenue & Expenditures Fiscal Impact Attachments No file(s) attached. Form Routing/Status Route Seq Inbox Approved By Date Status 1 City Clerk Sandy Chase 03/29/2007 02:53 PM APRV 2 Mayor Gary Haakenson 03/29/2007 02:56 PM APRV 3 Final Approval Sandy Chase 03/30/2007 08:24 AM APRV Form Started By: Brian McIntosh Started On: 03/29/2007 01:52 PM Final Approval Date: 03/30/2007 AgendaQuick©2005 - 2007 Destiny Software Inc., All Rights Reserved AM-901 2.H. Old Woodway Elementary Master Planning, Park Design & Construction Administration Edmonds City Council Meeting Date: 03/ 27/ 2007 Submitted By: Brian McIntosh, Parks and Recreation Time: Consent Department: Parks and Recreation Type: Action Review Committee: Action: Agenda Memo Sub"e]_ ct Title Authorization for Mayor to sign Professional Services Agreement with MacLeod Reckord Landscape Architects for consulting services for Old Woodway Elementary School Park Master Planning, Design, and Construction Administration Services. Recommendation from Mayor and Staff Authorize Mayor to sign Professional Services Agreement with MacLeod Reckord Landscape Architects for consulting services for Old Woodway Elementary Park Master Planning, Design, and Construction Administration Services. Previous Council Action On November 14, 2006, City Council authorized staff to advertise for Statements of Qualification from landscape architectural firms for park design and construction services for the Old Woodway Elementary School site. Narrative Following advertisements in the Herald and Journal of Commerce, staff received 26 requests for information from consulting firms. Eleven firms submitted a Statement of Qualifications (SOQ) which were evaluated by staff. Four firms were selected for interview and MacLeod Reckord Landscape Architects was selected as the top consultant. The selection team agreed that this firm was strong in all phases of the project from public involvement through design, management, and completion. Reference checks confirmed this conclusion. This firm has successfully designed dozens of neighborhood parks and other public recreation installations in the northwest for the past 35 years. The Project Manager will be Ed MacLeod, Principal, and a founder of the firm. The proposed scope of the project (attachment) identifies several major areas of work including: Park Master Planning (MacLeod Reckord) Park Design & Construction Administration (MacLeod Reckord) Survey & Civil Engineering (PACE Engineering) Arboriculture (Gilles Consulting) Electrical (Sparling Electrical Engineering) Structural (MLA Engineering) The total consultant fee for their complete scope of work from start up to closeout will be $146,917 which is included in the adopted 2007 Capital Budget, Parks Improvement Fund 125 . Revenue & Expenditures Fiscal Impact Attachments Link: Professional Services Contract MacLeod Link: Old Woodway Scope & Fees Form Routing/Status Route Seq Inbox Approved By Date Status 1 Engineering Dave Gebert 03/22/2007 09:17 AM APRV 2 Development Services Duane Bowman 03/22/2007 09:31 AM APRV 3 Admin Services Dan Clements 03/22/2007 09:57 AM APRV 4 City Clerk Sandy Chase 03/22/2007 10:07 AM APRV 5 Mayor Gary Haakenson 03/22/2007 12:08 PM APRV 6 Final Approval Sandy Chase 03/22/2007 01:37 PM APRV Form Started By: Brian McIntosh Started On: 03/22/2007 07:18 AM Final Approval Date: 03/22/2007 AgendaQuick©2005 - 2007 Destiny Software Inc., All Rights Reserved DEN UI�PHY LACE P. L. L. C. ATTORNEYS AT LAW ` ML 11 , -Ll Ilil\% 1 DATE: November 27, 2006 TO: Sandra S. Chase, City Clerk City of Edmonds CC: Brian McIntosh, Parks & Rec Director City of Edmonds FROM: W. Scott Snyder, Office of the City Attorney RE: Woodway Elementary Title Policy The original of the above referenced document is enclosed. WSS:gjz Enclosure �IUE" CET V ED NOV 8 8 M EDMONDS CITY CLERK Established 1902 A Member of the International Lawyers Network with independent member law firms worldwide 1601 Fifth Avenue, Suite 2100 • Seattle, WA 98101-1686 • 206.4477000 • Fax: 206.4470215 • Web: www.omwlaw.com CHICAGO TITLE INSURANCE COMPANY 3030 HOYT AVENUE, EVERETT, WA 98201 Order No.: 005302514 PROPERTY ADDRESS: 23708 104TH AVENUE WEST Your No.: EDMONDS SCHOOL DISTRICT NO.15 EDMONDS, WASHINGTON 98020 OGDEN, MURPHY AND WALLACE; ATTORNEYS 1601 FIFTH AVENUE SUITE 2100 SEATTLE, WASHINGTON 98101 ATTN: W. SCOTT SNYDER Enclosed are your materials on the above transaction. If you have any questions regarding these materials, please contact us. Thank you for this opportunity to serve you. PHIL POIRIER Senior Title Officer STEVE SIMONS Senior Title Officer PATTI MATSON Senior Examiner PHONE: (425) 259-8205 or (425) 787-8205 EXT. 253 EXT. 268 EXT. 263 FAX: (425) 259-8239 or (425) 787-8239 *********************************** THANK YOU FOR CHOOSING CHICAGO TITLE FOR ALL YOUR TITLE NEEDS. 7TTLEI5/RDA/0999 CHICAGO AMERICAN LAND TITLE ASSOCIATION OWNER'S POLICY (10-17-92) TITLE INSURANCE COMPANY SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND THE CONDITIONS AND STIPULATIONS, CHICAGO TITLE INSURANCE COMPANY, a Missouri corporation, herein called the Company, insures, as of Date of Policy shown in Schedule A, against loss or damage, not exceeding the Amount of Insurance stated in Schedule A, sustained or incurred .by the insured by reason of: 1. Title to the estate or interest described in Schedule A being vested other than as stated therein; 2. Any -defect in or lien or encumbrance on the title; 3. Unmarketability of the title; 4_ Lack of a right• of access to and from the land. The•Company will also -pay the costs, attorneys' fees and expenses incurred in defense of the title, as insured, but only to:the extent provided in the Conditions and Stipulations. In Witness Whereof CHICAGO TITLE INSURANCE COMPANY has caused this policy to be signed and sealed as of Date of Policy shown in Schedule A, the policy to become valid when countersigned by an authorized signatory. Issued by: CHICAGO TITLE INSURANCE COMPANY 3030 HOYT AVENUE EVERETT, WA 98201 (425) 258-3683 CHICAGO TITLE INSURANCE COMPANY By: President ATTEST: UYYJ �� Secretary Reorder Form No. 8256 (Reprinted 10/00) ALTA Owner's Policy (10-17-92) HICAGO TITLE INSURANCE COMPA 3030 HOYT AVENUE, EVERETT, WA 98201 STANDARD OWNER POLICY SCHEDULE A Policy No.: 5302514 Amount of Date of Policy: SE PTEMBER 14, 2006 at 3 : 3 3 PM Insurance: $ 4 , 2 2 2 , 512 . 3 0 1. Name of Insured: CITY OF EDMONDS, A MUNICIPAL CORPORATION OF THE STATE OF WASHINGTON 2. The estate or interest in the land which is covered by this policy is: FEE SIMPLE 3. Title to the estate or interest in the land is vested in: CITY OF EDMONDS, A MUNICIPAL CORPORATION OF THE STATE OF WASHINGTON 4. The land referred to in this policy is described as follows: SEE ATTACHED DESCRIPTION ALTAOPA/RDA/0999 CHICAGO TITLE INSURANCE COMPANY STANDARD OWNER POLICY SCHEDULE A (Continued) Policy No.: 5302514 LEGAL DESCRIPTION THAT PORTION OF THE NORTH 568 FEET OF THE EAST 920 FEET OF THE NORTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 36, TOWNSHIP 27 NORTH, RANGE 3 EAST, W.M., DESCRIBED AS FOLLOWS: COMMENCING AT THE WEST QUARTER CORNER OF SAID SECTION 36 AS SHOWN ON THE PLAT OF WOODWAY MEADOWS, RECORDED IN VOLUME 40 OF PLATS, PAGES 70 AND 71, UNDER RECORDING NO. 7907240221, RECORDS OF SNOHOMISH COUNTY, WASHINGTON; THENCE SOUTH 88037'08" EAST, ALONG THE NORTHERN MOST LINE OF SAID PLAT, AND ALONG THE NORTH LINE OF SAID SOUTHWEST QUARTER 403.90 FEET TO THE NORTHEAST CORNER OF SAID PLAT; THENCE SOUTH 0054'22" WEST, ALONG AN EAST LINE OF SAID PLAT, 568.02 FEET TO ANOTHER NORTH LINE OF SAID PLAT; THENCE SOUTH 88037'08" EAST, ALONG SAID NORTH LINE, 437.79 FEET TO THE NORTHWESTERLY MARGIN OF 237TH PLACE SW AND A POINT ON A CURVE TO THE RIGHT, THE CENTER OF WHICH BEARS SOUTH 35013'21" EAST 203.22 FEET DISTANT; THENCE ALONG SAID NORTHWESTERLY MARGIN AND ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 19019'15" AN ARC DISTANCE OF 68.53 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 1022'52" EAST 459.08 FEET; THENCE NORTH 88037'08" WEST 502.66 FEET TO SAID EAST LINE OF SAID PLAT; THENCE NORTH 0054'22" EAST, ALONG SAID EAST LINE, 78.02 FEET TO SAID NORTHEAST CORNER OF SAID PLAT; THENCE SOUTH 88037'08" EAST, ALONG THE NORTH LINE OF SAID SOUTHWEST QUARTER 877.84 FEET TO THE WEST LINE OF A WEDGE SHAPED PARCEL OF LAND CONVEYED TO SNOHOMISH COUNTY FOR ROAD PURPOSES PER DEED UNDER RECORDING NUMBER 1237407, RECORDS OF SNOHOMISH COUNTY, WASHINGTON; THENCE SOUTH 07014'40" EAST 85.97 FEET TO A POINT OF INTERSECTION BETWEEN THE SOUTH LINE OF THE NORTH 85 FEET AND THE WEST LINE OF THE EAST 30 FEET OF SAID NORTHWEST QUARTER OF THE SOUTHWEST QUARTER; THENCE SOUTH 0054'22" WEST, ALONG SAID WEST LINE, 442.98 FEET TO THE NORTHERLY MARGIN OF 237TH PLACE SW; THENCE NORTH 88036'42" WEST, ALONG SAID NORTHERLY MARGIN, 330.71 FEET TO A POINT OF CURVATURE TO THE LEFT HAVING A RADIUS OF 203.22 FEET; THENCE CONTINUING ALONG SAID NORTHERLY MARGIN AND ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 17017'24" AN ARC DISTANCE OF 61.32 FEET TO THE TRUE POINT OF BEGINNING. SITUATE IN THE COUNTY OF SNOHOMISH, STATE OF WASHINGTON. ALTAOPA5/RDA/0999 CHICAGO TITLE INSURANCE COMPANY STANDARD OWNER POLICY SCHEDULE B Policy No.: 5302514 EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) which arise by reason of: GENERAL EXCEPTIONS: A. Rights or claims of parties in possession not shown by the public records. B. Encroachments, overlaps, boundary line disputes, and any other matters which would be disclosed by an accurate survey and inspection of the premises. C. Easements or claims of easements not shown by the public records. D. Any lien, or right to lien, for contributions to employee benefit funds, or for state workers' compensation, or for services, labor, or material heretofore or hereafter furnished, all as imposed by law, and not shown by the public records. E. Taxes or special assessments which are not shown as existing liens by the public records. F. Any service, installation, connection, maintenance, tap, capacity or construction charges for sewer, water, electricity, other utilities, or garbage collection and disposal. G. Reservations or exceptions in patents or in Acts authorizing the issuance thereof; Indian tribal codes or regulations, Indian treaty or aboriginal rights, including easements or equitable servitudes. H. Water rights, claims, or title to water. SPECIAL EXCEPTIONS: 1. THE PROPERTY HEREIN DESCRIBED IS CARRIED ON THE TAX ROLLS AS EXEMPT, HOWEVER IT WILL BECOME TAXABLE ON THE DATE OF EXECUTION OF A CONVEYANCE TO A TAXABLE ENTITY AND SUBJECT TO THE LIEN OF REAL PROPERTY TAXES FOR THE BALANCE OF THE YEAR FROM THAT DATE. TAX ACCOUNT NUMBER: 270336-003-032-00 ASSESSED VALUE: 7,646,500.00 AFFECTS: INCLUDES OTHER PROPERTY 2. EASEMENT AND THE TERMS AND CONDITIONS THEREOF: GRANTEE: PUGET SOUND POWER & LIGHT COMPANY ALTAOPB/RDA/0999 CHICAGO TITLE INSURANCE COMPANY STANDARD OWNER POLICY SCHEDULE B (Continued) Policy No.: 5302514 SPECIAL EXCEPTIONS PURPOSE: ELECTRIC TRANSMISSION AND DISTRIBUTION LINE AREA AFFECTED: THE DESCRIPTION CONTAINED THEREIN IS NOT SUFFICIENT TO DETERMINE ITS EXACT LOCATION WITHIN THE PROPERTY HEREIN DESCRIBED RECORDED: MARCH 18, 1931 RECORDING NUMBER: 496845 3. LAND USE PERMIT BINDER AND THE TERMS, CONDITIONS AND PROVISIONS CONTAINED THEREIN: RECORDED: RECORDING NUMBER: NOVEMBER 18, 1983 8311180180 4. SNOHOMISH COUNTY REGIONAL RECREATIONAL TASK FORCE INTERLOCAL AGREEMENT WITH THE CITY OF EDMONDS AND EDMONDS SCHOOL DISTRICT #15 FOR THE OLD WOODWAY ELEMENTARY SITE RENOVATION AND THE TERMS, CONDITIONS AND PROVISIONS CONTAINED THEREIN: RECORDED: RECORDING NUMBER: JUNE 23, 1999 199906230764 5. AGREEMENT AND THE TERMS AND CONDITIONS THEREOF: BETWEEN: EDMONDS SCHOOL DISTRICT NO. 15 AND: THE CITY OF EDMONDS, A MUNICIPAL CORPORATION OF THE STATE OF WASHINGTON RECORDED: SEPTEMBER 14, 2006 RECORDING NUMBER: 200609140682 REGARDING: TEMPORARY DEMOLITION EASEMENT AUTHORIZED SIGNATORY ALTAOPB2/RDA/0999 CHICAGO TITLE INSURANCE COMPANY STANDARD OWNER POLICY SCHEDULE B (Continued) Policy No.: 5302514 SPECIAL EXCEPTIONS OP1-ALTA(10-17-92) SS ALTAOPB2/RDA/0999 CONDITIONS AND STIPULATIONS 1. DEFINITION OF TERMS The following terms when used in this policy mean: (a) "insured": the insured named in Schedule A, and, subject to any rights or defenses the Company would have had against the named insured, those who succeed to the interest of the named insured by operation of law as distinguished from purchase including, but not limited to, heirs, distributees, devisees, survivors, personal representatives, next of kin, or corporate or fiduciary successars. (b) "insured claimant": an insured claiming loss or damage. (c) "knowledge" or "known": actual knowledge, not constructive knowl- edge or notice which may be imputed to an insured by reason of the public records as defined in this policy or any other records which impart construc- tive notice of matters affecting the land. (d) "land": the land described or referred to in Schedule A, and improve- ments affixed thereto which by law constitute real property. The term "land" does not include any property beyond the lines of the area described or referred to in Schedule A. nor any right, title, interest, estate or easement in abutting streets, roads, avenues, alleys, lanes, ways or waterways, but noth- ing herein shall modify or limit the extent to which a right of access to and from the land is insured by this policy. (e) "mortgage": mortgage, deed of trust, trust deed, or other security instrument. (f) "public records": records established under state statutes at Date of Policy for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without knowledge. With respect to Section 1(a)(iv) of the Exclusions From Coverage, "public records" shall also include environmental protection liens filed in the records of the clerk of the United States district court for the district in which the land is located. (g) "unmarketability of the title": an alleged or apparent matter affecting the title to the land, not excluded or excepted from coverage, which would entitle a purchaser of the estate or interest described in Schedule A to be released from the obligation to purchase by virtue of a contractual condition requiring the delivery of marketable title. 2. CONTINUATION OF INSURANCE AFTER CONVEYANCE OF TITLE The coverage of this policy shall continue in force as of Date of Policy in favor of an insured only so long as the insured retains an estate or interest in the land, or holds an indebtedness secured by a purchase money mortgage given by a purchaser from the insured, or only so long as the insured shall have liability by reason of covenants of warranty made by the insured in any transfer or conveyance of the estate or interest. This policy shall not continue in force in favor of any purchaser from the insured of either (i) an estate or interest in the land, or (ii) an indebtedness secured by a purchase money mortgage given to the insured. 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT The insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 4(a) below, (ii) in case knowledge shall come to an insured hereunder of any claim of title or interest which is adverse to the title to the estate or interest, as insured, and which might cause loss or dam- age for which the Company may be liable by virtue of this policy, or (iii) if title to the estate or interest, as insured, is rejected as unmarketable. If prompt notice shall not be given to the Company, then as to the insured all liability of the Companyshall terminatewith regard to the matter or matters for which prompt notice is required; provided, however, that failure to notify the Company shall in no case prejudice the rights of any insured under this policy unless the Company shall be prejudiced by the failure and then only to the extent of the prejudice. 4. DEFENSE AND PROSECUTION OF ACTIONS; DUTY OF INSURED CLAIMANT TO COOPERATE (a) Upon written request by the insured and subject to the options con- tained in Section 6 of these Conditions and Stipulations, the Company, at its own cost and without unreasonable delay, shall provide for the defense of an insured in litigation in which any third party asserts a claim adverse to the title or interest as insured, but only as to those stated causes of action alleging a defect, lien or encumbrance or other matter insured against by this policy. The Company shall have the right to select counsel of its choice (subject to the right of the insured to object for reasonable cause) to represent the insured as to those stated causes of action and shall not be liable for and will not pay the fees of any other counsel. The Company will not pay any fees, costs or expenses incurred by the insured in the defense of those causes of action which allege matters not insured against by this policy. (b) The Company shall have the right, at its own cost, to institute and prosecute any action or proceeding or to do any other act which in its opinion may be necessary or desirable to establish the title to the estate or interest, as insured, or to prevent or reduce loss or damage to the insured. The Company may take any appropriate action under the terms of this policy, whether or not it shall be liable hereunder, and shall not thereby concede liability or waive any provision of this policy. If the Company shall exercise its rights under this paragraph. it shall do so diligently. (c) Whenever the Company shall have brought an action or interposed a defense as required or permitted by the provisions of this policy, the Company may pursue any litigation to final determination by a court of competent juris- diction and expressly reserves the right, in its sole discretion, to appeal from any adverse judgment or order. (d) In all cases where this policy permits or requires the Company to prose- cute or provide for the defense of any action or proceeding, the insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding, and all appeals therein, and permit the Company to use, at its option, the name of the insured for this purpose. Whenever requested by the Company, the insured, at the Company's expense, shall give the Company all reasonable aid (i) in any action or proceeding, securing evidence, obtaining witnesses, prosecuting or defending the action or pro- ceeding, or effecting settlement, and (il) in any other lawful act which in the opinion of the Company may be necessary or desirable to establish the title to the estate or interest as insured. If the Company is prejudiced by the failure of the insured to furnish the required cooperation, the Company's obligations to the insured under the policy shall terminate, including any liability or obliga- tion to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation. 5. PROOF OF LOSS OR DAMAGE In addition to and after the notices required under Section 3 of these Condi- tions and Stipulations have been provided the Company, a proof of loss or damage signed and sworn to by the insured claimant shall be furnished to the Company within 90 days after the insured claimant shall ascertain the facts giving rise to the loss or damage. The proof of loss or damage shall describe the defect in, or lien or encumbrance on the title, or other matter insured against by this policy which constitutes the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage. If the Company is prejudiced by the failure of the insured claimant to provide the required proof of loss or damage, the Company's obligations to the insured under the policy shall terminate, including any liability or obliga- tion to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such proof of loss or damage. In addition, the insured claimant may reasonably be required to submit to examination under oath by any authorized representative of the Company and shall produce for examination, inspection and copying, at such reason- able times and places as maybe designated by anyauthorized representative of the Company, all records, books, ledgers, checks, correspondence and memoranda, whether bearing a date before or after Date of Policy, which reasonably pertain to the loss or damage. Further, it requested by any autho- rized representative of the Company, the insured claimant shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect and copy all records, books, ledgers, checks, correspon- dence and memoranda in the custody or control of a third party, which reason- ably pertain to the toss or damage. All information designated as confidential by the insured claimant provided to the Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the insured claimant to submit for examination under path, produce other reason- ably requested information or grant permission to secure reasonably neces- sary information from third parties as required in this paragraph shall termi- nate any liability of the Company under this policy as to that claim. 6. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY In case of a claim under this policy, the Company shall have the following additional options: (a) To Pay or Tender Payment of the Amount of Insurance. To pay or tender payment of the amount of insurance under this policy together with any costs, attorneys' fees and expenses incurred by the insured claimant, which were authorized by the Company, up to the time of payment or tender of payment and which the Company is obligated to pay. Upon the exercise by the Company of this option, all liability and obligations to the insured under this policy, other than to make the payment required, shall terminate, including any liability or obligation to defend, prosecute, or Con- tinue any litigation, and the policy shall be surrendered to the Company for cancellation. (b) To Pay or Otherwise Settle With Parties Other than the Insured or With the Insured Claimant. (i) to pay or otherwise settle with other parties for or in the name of an insured claimant any claim insured against under this policy, togetherwith any costs, attorneys' fees and expenses incurred by the insured claimant which were authorized by the Company up to the time of payment and which the Company is obligated to pay: or (ii) to pay or otherwise settle with the insured claimant the loss or damage provided for under this policy, together with any costs, attorneys' fees and expenses incurred by the insured claimant which were authorized by the Company up to the time of payment and which the Company is obligated to pay. I III 11111111111111111111111111111111 ill!,111 Return Address Ogden Murphy Wallce, PLLC 16011 Fie., Suite 2100 Seattle, WA 98101 Attention: W. Scott Snyder Document Title(s) (or transactions contained therein): 1. Statutory Warranty Deed Reference Number(s) of Documents assigned or released: N/A .q -e (on page _ of documents(s)) G0 -, 14 Grantor(s) (Last name first, then first name and initials): 1. Edmonds School District No. 15, a municipal corporation of the State of Washington 2. 3. Additional names on page _ of document. Grantee(s) (Last name first, then first name and initials): 1. City of Edmonds, a municipal corporation of the State of Washington 2. 3. Additional names on page _ of document. Legal description (abbreviated: i.e. lot, block, plat or section, township, range) Portion Southwest quarter of 36-27-2 Full legal is on Exhibit A attached. 42 e Assessor's Property Tax Parcel/Account.Number 270336-003-032-00 003 58-0844/LEGAL 11256402.1 108854 m m CU m4� �CU m> ® Id CU a. ma a. STATUTORY WARRANTY DEED Grantor, the Edmonds School District No. 15, a municipal corporation of the State of Washington ("Grantor"), for and in consideration of Ten and No/100 Dollars ($10.00) and other valuable consideration, in hand paid, conveys and warrants to the City of Edmonds, a municipal corporation of the State of Washington, all of Grantor's right, title and interest in the following described real estate situated in the County of Snohomish, State of Washington: SEE LEGAL DESCRIPTION ON EXHIBIT A ATTACHED Subject to: SEE PERMITTED EXCEPTIONS ON EXHIBIT B ATTACHED Dated _ ,�cr Zl' 2006. EDMONDS SCHOOL DISTRICT NO. 15, a municipal corporation of the State of Washington 00358-0844/LEGAL11256402.1 PAGE 1 STATE OF WASHINGTON ) ) ss. COUNTY OF SNOHOMISH ) On this / day of 2006, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appZS ed��.�� , to me known to be the person who signed asr of the Edmonds School District No. 15, a municipal corporation of t e State of Washington that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said corporation for the uses and purposes therein mentioned, and on oath stated that he/she was duly elected, qualified and acting as said officer of the political subdivision of the State of Washington, that he/she was authorized to execute said instrument and that the seal affixed, if any, is the seal of said corporation. IN WITNESS WHEREOF I have hereunto set my hand and official seal the day and year first above written. ..,;.; (Signature of otary) (Print or stamp name of Notary) NOTARY PUBLIC in and for the State ' of Washington, residing at�IS IrJ My appointment expires: _ 00358-0844/LEGAL11256402.1 PAGE 2 EXHIBIT A LEGAL DESCRIPTION PARCEL B THAT PORTION OF THE NORTH 568 FEET OF THE EAST 920 FEET OF THE NORTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 36, TOWNSHIP 27 NORTH, RANGE 3 EAST, W.M., DESCRIBED AS FOLLOWS: COMMENCING AT THE WEST QUARTER CORNER OF SAID SECTION 36 AS SHOWN ON THE PLAT OF WOODWAY MEADOWS, RECORDED IN VOLUME 40 OF PLATS, PAGES 70 AND 71, UNDER RECORDING NO. 7907240221, RECORDS OF SNOHOMISH COUNTY, WASHINGTON; THENCE SOUTH 88"37'08" EAST, ALONG THE NORTHERN MOST LINE OF SAID PLAT, AND ALONG THE NORTH LINE OF SAID SOUTHWEST QUARTER 403.90 FEET TO THE NORTHEAST CORNER OF SAID PLAT; THENCE SOUTH 0054'22" WEST, ALONG AN EAST LINE OF SAID PLAT, 568.02 FEET TO ANOTHER NORTH LINE OF SAID PLAT; THENCE SOUTH 88037'08" EAST, ALONG SAID) NORTH LINE, 437.79 FEET TO THE NORTHWESTERLY MARGIN OF 237TH PLACE SW AND A POINT ON A CURVE TO THE RIGHT, THE CENTER OF WHICH BEARS SOUTH 35°13'21" EAST 203.22 FEET DISTANT; THENCE ALONG SAID NORTHWESTERLY MARGIN AND ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 19019'15" AN ARC DISTANCE OF 68.53 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 1 °22'52" EAST 459.08 FEET; THENCE NORTH 88037'08" WEST 502.66 FEET TO SAID EAST LINE OF SAID PLAT; THENCE NORTH 0054'22" EAST, ALONG SAID EAST LINE, 78.02 FEET TO SAID NORTHEAST CORNER OF SAID PLAT; THENCE SOUTH 88037'08" EAST, ALONG THE NORTH LINE OF SAID SOUTHWEST QUARTER 877.84 FEET TO THE WEST LINE OF A WEDGE SHAPED PARCEL OF LAND CONVEYED TO SNOHOMISH COUNTY FOR ROAD PURPOSES PER DEED UNDER RECORDING NUMBER 1237407, RECORDS OF SNOHOMISH COUNTY, WASHINGTON; THENCE SOUTH 07014'40" EAST 85.97 FEET TO A POINT OF INTERSECTION BETWEEN THE SOUTH LINE OF THE NORTH 85 FEET AND THE WEST LINE OF THE EAST 30 FEET OF SAID NORTHWEST QUARTER OF THE SOUTHWEST QUARTER; THENCE SOUTH 0054'22" WEST, ALONG SAID WEST LINE, 442.98 FEET TO THE NORTHERLY MARGIN OF 237TH PLACE SW; THENCE NORTH 88036'42" WEST, ALONG SAID NORTHERLY MARGIN, 330.71 FEET TO A POINT OF CURVATURE TO THE LEFT HAVING A RADIUS OF 203.22 FEET; 00358-0844/LEGAL11256402.1 PAGE 3 THENCE CONTINUING ALONG SAID NORTHERLY MARGIN AND ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 17017'24" AN ARC DISTANCE OF 61.32 FEET TO THE TRUE POINT OF BEGINNING. SITUATE IN THE COUNTY OF SNOHOMISH, STATE OF WASHINGTON. 00358-0844/LEGAL11256402.1 PAGE 4 EXHIBIT B PERMITTED EXCEPTIONS 4. EASEMENT AND THE TERMS AND CONDITIONS THEREOF: GRANTEE: PUGET SOUND POWER & LIGHT COMPANY PURPOSE: ELECTRIC TRANSMISSION AND DISTRIBUTION LINE AREA AFFECTED: THE DESCRIPTION CONTAINED THEREIN IS NOT SUFFICIENT TO DETERMINE ITS EXACT LOCATION WITHIN THE PROPERTY HEREIN DESCRIBED RECORDED: MARCH 18, 1931 RECORDING NUMBER: 496845 5. LAND USE PERMIT BINDER AND THE TERMS, CONDITIONS AND PROVISIONS CONTAINED THEREIN: RECORDED: NOVEMBER 18, 1983 RECORDING NUMBER: 8311180180 6. SNOHOMISH COUNTY REGIONAL RECREATIONAL TASK FORCE 1NTERLOCAL AGREEMENT WITH THE CITY OF EDMONDS AND EDMONDS SCHOOL DISTRICT #15 FOR THE OLD WOODWAY ELEMENTARY SITE RENOVATION AND THE TERMS, CONDITIONS AND PROVISIONS CONTAINED THEREIN: RECORDED: RECORDING NUMBER: JUNE 23, 1999 199906230764 00358-0844/LEGAL11256402.1 PAGE 5 (9 CHICAGO TITLE L._JRANCE COMPANY 3030 HOYT AVENUE, EVERETT, WASHINGTON 98201 PHONE: (425) 258-3683 FAX: (425) 259-8244 SEPTEMBER 14, 2006 CITY OF EDMONDS 121 FIFTH AVENUE NORTH EDMONDS, WASHINGTON 98020 RECEIVED SEP 18 2006 EDMONDS CITY CLERK ESCROW NO. 005302514 TITLE ORDER NO. 005302514 PROPERTY: 23708 104TH AVENUE WEST, EDMONDS, WASHINGTON 98020 BUYER: CITY OF EDMONDS A MUNICIPAL CORPORATION OF THE STATE OF WASHINGTON SELLER: EDMONDS SCHOOL DISTRICT NO. 15 A MUNICIPAL CORP OF THE STATE OF WASH. DEAR GARY HAAKENSON In connection with the closing of the above referenced escrow, we enclose the following for your records: FINAL SETTLEMENT STATEMENT Any recorded documents and/or policy of title insurance to which you may be entitled will be forwarded to you in the near future. Should you have any questions concerning the closing, please do not hesitate to call or write. We appreciate having had this opportunity to be of service to you and look forward to serving your escrow needs in the future. TITLE T KIRBY, ESCROW ASSISTANT Enclosures COMPANY BUYCLOS/RDA/0799 CHICAGO TITLE INSURANCE COMPANY BUYER'S/BORROWER'S SETTLEMENT STATEMENT PAGE: 01 ESCROW NUMBER: 04660-005302514-001 ORDER NUMBER: 04660-005302514 CLOSING DATE: 09/14/06 CLOSER: LORRIE THOMPSON BUYER: CITY OF EDMONDS,A MUNICIPAL CORPORATION OF THE STATE OF WASHINGTON SELLER: EDMONDS SCHOOL DISTRICT NO. 15 A MUNICIPAL CORP OF THE STATE OF WASH. PROPERTY: 23708 104TH AVENUE WEST, EDMONDS, WASHINGTON 98020 Sales Price Earnest Money Deposit Buyer's Deposit to Escrow Credit from Sllr per Purchase Agmt Settlement or Closing Fee Recording Fees CHARGE BUYER $ 4,222,512.30 $ 1,303.20 80.00 CREDIT BUYER 160,000.00 3,063,895.50 1,000,000.00 TOTALS $ 4,223,895.50 $ 4,223,895.50 ---------------------------- ---------------------------- ON CHICAGO TITI_ INSURANCE COMPANY 3030 HOYT AVENUE, EVERETT, WASHINGTON 98201 September 14, 2006 CITY OF EDMONDS,A MUNICIPAL CORPORATION OF THE STATE OF WASHINGTON 121 FIFTH AVENUE NORTH EDMONDS, WASHINGTON 98020 ATTN: GARY HAAKENSON, MAYOR Thank you for choosing CHICAGO TITLE INSURANCE COMPANY. Please assist us in our continuing effort to provide the finest in escrow and title services by evaluating our performance. (1) (2) (3) (4) (5) (6) (7) Please rate the overall service you received from the escrow staff at CHICAGO TITLE: Excellent ❑ Good ❑ Fair ❑ Poor ❑ Who directed your escrow transaction to CHICAGO TITLE INSURANCE COMPANY? Listing Agent ❑ Lender ❑ Seller ❑ Yourself ❑ Selling Agent ❑ Builder ❑ Buyer ❑ Other ❑ Did the escrow staff assist you promptly after your arrival in the office? Yes ❑ No ❑ Was the location of your closing convenient for you? Yes ❑ No ❑ On your next transaction would you specify CHICAGO TITLE? Yes ❑ No ❑ Who is your primary contact at CHICAGO TITLE? Were you satisfied with the service provided by the Title Unit? Yes ❑ No ❑ I had no contact with the Title Unit. ❑ (8) What could the escrow department or title unit have done to make your transaction go more smoothly? ADDITIONAL COMMENTS: FROM: PHONE: ESCROW NO. 005302514 ESCROW OFFICER LORRIETHOMPSON BUYER CITY OF EDMONDS A MUNICIPAL CORPORATION OF THE STATE OF WASHINGTON SELLER EDMONDS SCHOOL DISTRICT NO. 15 A MUNICIPAL CORP OF THE STATE OF WASH. On behalf of our entire staff, we truly appreciate your business and thank you for your input. Sincerely, W 4��17 Mike Carroll Snohomish County Manager Ph: (425) 259-8219 Fax: (425) 259-8203 Sue Henson Snohomish County Escrow Manager Ph: (425) 259-8960 Fax: (425) 775-0990 BORROWERS SURVEY BUYSERV/RDA/0599 After Recording Return to: Perkins Coie LLP 10885 NE 4th Street, Suite 700 Bellevue, WA 98004-5579 Attention: Jerre Lutz Document Title(s) (or transactions contained therein): 1. Temporary Demolition Easement 2. 3. Reference Number(s) of Documents assigned or released: (or page _ of document(s)) Grantor(s) (Last name first, then first name and initials): I . Edmonds School District No. 15 2. 3. 4. Q Additional names on page _ of document. Grantee(s) (Last name first, then first name and initials): 1. The City of Edmonds 2. 3. 4. Q Additional names on page _ of document. Legal Description (abbreviated: i.e., lot, block, plat or section, township, range) Portion Southwest Quarter of 36-27-03 Additional legal on Exhibit A of document. Assessor's Property Tax Parcel/Account Number 270336-003-032-00 003 58-08441LEGALI 1256277.1 TEMPORARY DEMOLITION EASEMENT This Temporary Demolition Easement is made between Edmonds School District No. 15, a municipal corporation of the State of Washington ("Grantor"), and The City of Edmonds, a municipal corporation of the State of Washington ("Grantee"), this /1/;1h day of S P. n 2006. RECITALS A. Grantor is the record owner of the real property (the "Property") legally described as: See Exhibit A (Tax Parcel Number: 270336-003-032-00). B. In connection with Grantee's purchase of adjacent property from Grantor, Grantee has committed to demolish and dispose of all improvements on the adjacent property and the Property (which together with the Property comprised the site of Grantor's former Old Woodway Elementary School), all in accordance with applicable law. IN CONSIDERATION of the premises and the mutual covenants and agreements herein set forth, Grantor conveys and quitclaims to Grantee an easement to use the Property for the "Term" (defined below) on the following terms and conditions Demolition Easement. Grantee may (and shall) use the Property to demolish and dispose of all improvements thereon. including without limitation all hazardous substances and hazardous materials regulated under federal, state or local law(collectively, the "Improvements"), all in accordance with law, and upon completion of such demolition and disposal (unless otherwise directed in writing by Grantor), remove and properly dispose of all debris on the Property, rough grade the property to reasonable and safe contours, hydro seed or otherwise revegetate the surface of the Property to stabilize the grade and control run-off and otherwise leave the Property in a reasonable, and legal condition for potential redevelopment (all of the foregoing, hereafter, "Grantee's Work"). 2. information and Status Reports to be Provided to Grantor. Grantee shall provide Grantor with the following information without cost: 2.1 Within ten (I0) business days' following mutual execution of this Temporary Easement, Grantee shall provide Grantor with a work schedule detailing the location and time of performance and completion of Grantee's Work. The work schedule shall be updated by Grantee on a monthly basis to show the progress of performance throughout Grantee's Work; and 00358-0844/LEGAL11256277.1 PAGE 1 2.2 Promptly after Grantee's completion of Grantee's Work, Grantee shall provide Grantor with a certification that the Improvements have been removed from the Property and disposed of in accordance with applicable law; and 2.3 Upon Grantor's request, Grantee shall provide Grantor with copies of all tests, surveys, drawings or other documents prepared with respect to Grantee's Work. 2.4 Grantee shall pay all costs necessary to reestablish existing survey references and hubs destroyed or lost during or in connection with Grantee's Work. The information required under Section 2 is to be provided to Grantor for informational purposes only. Grantor's receipt of the foregoing information, and any review, analysis or consideration thereof by Grantor, or Grantor's failure to review, analyze or consider such information (including, without limitation, failure to discover any error, defect or inadequacy of such information), shall not relieve Grantee of any of its obligations under this Temporary Easement. Term. Grantee's rights under this Temporary Easement shall terminate upon Grantee's notice to Grantor that Grantee has completed demolition and disposal of the Improvements and restoration of the Property in accordance with Section 3, which such notice shall be given as soon as reasonably practicable following Grantee's completion of the restoration and demobilization phases of such work; provided, however, that Grantee's rights under this Temporary Easement shall terminate no later than June 30, 2007 (the "Outside Expiration Date"), unless Grantee is delayed in the completion of Grantee's Work due to reasons beyond Grantee's reasonable control, in which case the Outside Expiration Date shall be extended for so long as is reasonably necessary for Grantee to complete Grantee's Work with Grantor's prior written consent, which such consent shall not be unreasonably withheld, conditioned or delayed. Following expiration of this Temporary Easement, upon request of Grantor, Grantee shall execute and deliver to Grantor a quitclaim deed, in a form suitable for recording, to confirm termination of this Temporary Easement. 4. Incleiilnity. Grantee releases, and shall thereafter defend, indemnify and hold harmless Grantor, its employees and agents, and successors and assigns in title to the Property, from and against any loss, cost or liability, including without limitation attorneys' fees, expert witness fees and costs of suit, that may in any way arise from or relate to such improvements or the demolition or disposal thereof (environmental or otherwise); provided however, that (a) nothing in this Section 4 shall require Grantee to so indemnify and hold harmless Grantor to the extent of the negligence or other fault on the part of Grantor, its directors, officers, agents, servants, employees, representatives, licensees, invitees or visitors, and (b) Grantor acknowledges that actions and omissions of any of Grantee, its consultants or contractors may interfere with and delay Grantor's redevelopment and use of the Property, and Grantor waives and releases any and all claims for damages (whether direct, incidental or consequential) under this Temporary Easementfor delay, loss of use or any other loss, cost, claim or expense resulting from any and all demolition and disposal actions or omissions by or on behalf of Grantee. As between the parties and for the purposes only of the foregoing obligations, Grantee waives any immunity, defense or other protection that may be afforded 00358-0844/LEGALI 1256277.1 PAGE 2 by any workers' compensation, industrial insurance or similar laws (including but not limited to, the Washington Industrial Insurance Act, Title 51 of the Revised Code of Washington). This Section 4 has been mutually negotiated y the parties. GRANTEE INITIALS GRANTOR INITIALS : -r-f Nothing in this Temporary Easement limits or otherwise modifies Grantor's rights to defense or indemnity from Grantee, or to be held harmless by Grantee, under other contracts or agreements between Grantor and Grantee with respect to the Property or the Old Woodway Remainder. 5. Lien Protection. Grantee shall promptly pay (and secure the discharge of any liens against the Property asserted by) all persons and entities furnishing any labor, equipment, services, supplies, materials or other items in connection with Grantee's Work. 6. Successors and Assigns. Grantee shall not assign its rights under this Temporary Easement without the consent of Grantor. However, Grantee may contract for the work to be done by Grantee hereunder and Grantee's contractor, such contractor's subcontractors, and employees and agents of Grantee, its contractor and subcontractors may all use the Property for Grantee's Work during the Term of and in accordance with the terms of this Temporary Easement. Grantor may assign, apportion or otherwise convey all or any portion of its rights and obligations under this Temporary Easement to any purchaser of Grantor's interest in the Property. Subject to the foregoing, the rights and obligations of the parties shall inure to the benefit of and be binding upon their respective successors, assigns and apportionees. 7. Local, State and Federal Laws. The terms and conditions of this Temporary Easement are subject to, and Grantee shall at all times comply with, any and all laws, rules, regulations and ordinances applicable to the Property and Grantee's use thereof. Notices. Any notice, request, approval, designation, direction, statement or other communication (collectively "Notice") received or permitted under this Temporary Easement shall be in writing and delivered in person or mailed, properly addressed and stamped with required postage to the following: To Grantor: Edmonds School District No. 15 20420 681h Avenue West Lynnwood, WA 98036 Attention: Marla Miller, Assistant Superintendent Telephone: (425) 431-7036 Facsimile: (425) 431-7198 e-Mail: millerm@edmonds.wednet.edu 00358-0844/LEGAL11256277.1 PAGE 3 To Grantee: City of Edmonds 121 Fifth Avenue North Edmonds, WA 98020 Attention: Dan Clements Telephone: (425) 771-0239 Facsimile: (425) 771-0265 e-Mail: cements@ci.edmonds.wa.us Either party may, from time to time, change such address by giving the other party Notice of such change in accordance with this Section 8. 9. No Release. No termination of this Temporary Easement shall release Grantee or Grantor from any liability or obligation with respect to any matter occurring prior to such termination. 10. Scll=Help- If Grantee fails, within a reasonable time, to remove the Improvements, restore the Property or take such other measures as are set forth in this Temporary Easement, Grantor may, after reasonable notice to Grantee, remove the Improvements and restore the Property or take such measures at the expense of Grantee. 11. Nonwaiver. The failure of Grantor to insist upon or enforce strict performance by Grantee of any of the provisions of this Temporary Easement or to exercise any rights or remedies under this Temporary Easement shall not be construed as a waiver or relinquishment to any extent of Grantor's right to assert or rely upon any such provisions or rights in that or any other instance; rather, the same shall be and remain in full force and effect. 12. Survival. With respect to matters arising prior to termination, the obligations imposed upon Grantee under Sections 1, 2, 4, and 5 of this Temporary Easement and all other provisions of this Temporary Easement which may reasonably be interpreted or construed as surviving termination of this Temporary Easement shall survive termination of this Temporary Easement. 13. Entire A reement. This Temporary Easement sets forth the entire agreement of the parties and supersedes any and all prior agreements with respect to the subject matter hereof. This Temporary Easement shall be construed as a whole. All provisions of this Temporary Easement are intended to be correlative and complementary. No amendment, change or modification of any provision 'of this Temporary Easement shall be valid unless set forth in a written amendment to this Temporary Easement signed by both parties. 14. Miscellaneous. The invalidity or unenforceability of any provision of this Temporary Easement shall not affect the other provisions hereof, and this Temporary Easement shall be construed in all respect as if such invalid and unenforceable provision were omitted. The headings of sections, paragraphs and subparagraphs of this Temporary Easement are for convenience of reference only and are not intended to restrict, affect or be of any weight in the interpretation or demolition of the provisions of such sections, paragraphs or 0035"844/LEGAL11256277.1 PAGE 4 subparagraphs. This Temporary Easement shall be interpreted, construed and enforced in all respects in accordance with the laws of the State of Washington. Grantor EDMONDS SCHOOL DISTRICT NO. 15. Its: 00358-0844/LEGAL11256277.1 PAGE 5 STATE OF WASHINGTON ) ss. COUNTY OF SNOHOMISH ) On this /f day of 2006, before me, a Notary Public in and for the Statp, of Washington, duly commissioned and sworn, personally appeared r �, �', f f J _, to me known to be the individual who executed the within and foregoing instrument, and acknowledged that signed the same as — free and voluntary act and deed, for the uses and purposes therein mentioned. GIVEN UNDER my hand and official seal hereto affixed the day and year in this certificate first above written. (Signature of No , (Print or stamp name of Notary) NOTARY PUBLIC in and for the State of Washington, residing at d f' My Appointment Expires: 00358-0844/LEGALI 1256277.1 PAGE 6 EXHIBIT A LEGAL DESCRIPTION PARCEL A THAT PORTION OF THE NORTH 568 FEET OF THE EAST 920 FEET OF THE NORTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 36, TOWNSHIP 27 NORTH, RANGE 3 EAST, W.M., DESCRIBED AS FOLLOWS: COMMENCING AT THE WEST QUARTER CORNER OF SAID SECTION 36 AS SHOWN ON THE PLAT OF WOODWAY MEADOWS, RECORDED IN VOLUME 40 OF PLATS, PAGES 70 AND 71, UNDER RECORDING NO. 7907240221, RECORDS OF SNOHOMISH COUNTY, WASHINGTON; THENCE SOUTH 88°37'08" EAST, ALONG THE NORTHERN MOST LINE OF SAID PLAT, AND ALONG THE NORTH LINE OF SAID SOUTHWEST QUARTER, 403.90 FEET TO THE NORTHEAST CORNER OF SAID PLAT; THENCE SOUTH 0054'22" WEST, ALONG AN EAST LINE OF SAID PLAT, 78.02 FEET TO THE POINT OF BEGINNING; THENCE CONTINUING SOUTH 0-54-22" WEST, ALONG SAID EAST LINE, 490.00 FEET TO ANOTHER NORTH LINE OF SAID PLAT; THENCE SOUTH 88037'08" EAST, ALONG SAID NORTH LINE, 437.79 FEET TO THE NORTHWESTERLY MARGIN OF 237TH PLACE SW AND A POINT ON A CURVE TO THE RIGHT, THE CENTER OF WHICH BEARS SOUTH 35013'21" EAST 203.22 FEET DISTANT; THENCE ALONG SAID NORTHWESTERLY MARGIN AND ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 19019'15", AN ARC DISTANCE OF 68.53 FEET; THENCE NORTH 1022'52" EAST 459.08 FEET; THENCE NORTH 88037'08" WEST 502.66 FEET TO THE POINT OF BEGINNING. SITUATE IN THE COUNTY OF SNOHOMISH, STATE OF WASHINGTON. 00358-0844/LEGALI 1256277.1 PAGE 7 CHICAGO TITLE INSURANCE COMPANY ESTIMATED BUYER'S/BORROWER'S SETTLEMENT STATEMENT PAGE: 01 ESCROW NUMBER: 04660-005302514-001 ORDER NUMBER: 04660-005302514 CLOSING DATE: 09/14/06 CLOSER: LORRIE THOMPSON BUYER: CITY OF EDMONDS,A MUNICIPAL CORPORATION OF THE STATE OF WASHINGTON SELLER: EDMONDS SCHOOL DISTRICT NO. 15 A MUNICIPAL CORP OF THE STATE OF WASH. PROPERTY: 23708 104TH AVENUE WEST, EDMONDS, WASHINGTON 98020 CHARGE BUYER CREDIT BUYER Sales Price $ 4,222,512.30 $ Earnest Money Deposit 160,000.00 Credit from Sllr per Purchase Agmt 11000,000.00 Settlement or Closing Fee 1,303.20 Recording Fees 80.00 Funds Due From Buyer At Closing* 3,063,695.50 TOTALS �\i CITY OF DATE: 09/13/06 11:29:53 OF THE STATE OF WASEINOYON $ 4,223,895.50 $ 4,223,895.50 ESCROW INSTRUCTIONS Escrow No. 5302514 Date: SEPTEMBER 13, 2006 Title No. 0053 02514 3. The undersigned have examined and hereby approve for use in this escrow the documents described above as to content and form. 4. Assume a per diem basis in any pro -rate herein provided, and unless parties otherwise instruct you, you are to use the information contained in the last available taxslatement as provided by the salter, beneficiary's statement, and fire insurance policies delivered into escrow for the pro -rates provided above. 5. All money received by you in this escrow is to be deposited in your trust account pending closing. It is understood that all cheeks, money orders or drafts will be processed for collection in the normal course of business. You may commingle funds received in this escrow with escrow funds of others, and you may, without limitation, deposit such run ds. in your custodial or escrow accounts with any reputable trust company, bank, savings bank, savings association, or other rnancial services entity, including any affiliate of Chicago Title Insurance Company. You shall be under no obligation to invest the funds deposited with you on behalf of any depositor, not shall you be accountable for any earnings or incidental benefit attributable to the funds which you may roe6ve while you hold such funds. If for any reason funds are retained or remain in escrow after closing date, you are authorized to deduct therefrom a reasonable charge as custodian. 6. You are instructed that all money and documents required by you herein shall be deposited with you on or before St;pTEMBER 22. 2 0 06. if this escrow has not been placed in a condition to close by said date, the above items deposited by me (us) are to be returned to me (us) upon written demand, at which time 1/we will pay all your charges in connection herewith, but in the absences of such written demand, you will proceed with these instructions as soon as practicable. 7. These closing escrow instructions may be executed in counterparts with like effect as if all signatures appeared on a single copy. Facsimile copies of certain documents maybe accepted, at the discretion of Chicago Title Insurance Company, for purposes of closing. S. These escrow instructions are not intended to amend, modify or supersede the terms and conditions set forth in the heal Fsiates Purchase and Sale Agreement and Addendums thereto, if any. Escrow is to be concerned only with the provisions speeificaiiy set forth in these instructions and identified by the Buyer and Seiler as conditions to the closing of this escrow. 9. You are instructed to furnish to any broker or lender identified with this transaction or anyone acting on behalf of such lender, any information concerning this Escrow upon request of said broker or lender. lo. Should any dispute arise between parties interested in property or funds covered by these instructions, you shall have the option to hold all matters pending in their then existing status or to join in or commence a court action, deposit the money and documents referred to herein into the Registry of the Cowl or upon holding this escrow open for determination of the rights of the parties, you will be relieved of all responsibility. It is further agreed that in the event of any suit or claim made against you by either or both parties to this agreement, that said parties shall be required to pay you all expenses, costs and reasonable attorney's fees in connection therewith, whether suit is instituted by you or any of the parries hereto. 11. Escrow Holder is to assume no responsibility or liability for the preparation of the Truth in Lending, Consumer Protection Statement. 12. Escrow Holder is to assume no responsibililty or liability for the calculation, deduction, or any other act such as the withholding of funds and/or for the payment of taxes in compliancewith the Foreign investment in Real Property Tax Act as amended in 1984 (IRC 1445 et seq.). The determination of whether such tax is due and its payment or withholding, if due, shall be bandied by the parties outside of escrow. Escrow Holder has advised the panics to contact their attorney or tax advisor regarding the applicability of section 1445 to this transaction. Escrow Holder reserves the right to take any action it beliovcs the law requires it to take, whether included in instructions or not. 13. The legal description as in Preliminary Commitment for Title Insurance No. 0053 02514 is that of the property intended to be conveyed in this Iransactlon. 14, The undersigned hereby acknowledge receipt of the Commitment for Preliminary Title Insurance covering subject property together with Escrow Agents Admission to Practice Rule Disclosure. 15. You are instructed to prorate as of the date of recording the following: NONE Is- The undersigned hereby advise escrow holder that pro -ration and paymant of all utilities, including but not limited to water, newer, garbage, electricity, gas and oil, will be handled between the parties outside of escrow. Escrow holder shall not be ...poneible for determining whether any utility charge. are or may become due or for payment of any such charges. By signing these instructions, the undersigned hereby assume full renpossibility for proration and payment, if any, of utilities. NONE 17- Escrow holder is advised that the personal property, if any, will be transferred outside of escrow between the principals hereto, and ..crow holder is to aesume no responsibility or liability for the condition, delivery or sales tax due thereon. ESCLINAZ/4-3-97/RIM ESCROW INSTRUCTIONS Escrow No. 5302514 Title No. 005302514 Date: SEPTEMBER 13, 2006 ADDITIONAL INSTRUCTIONS: THE UNDERSIGNED HEREBY AGREE THAT ALL SPECIAL CONDITIONS AND CONTINGENCIES OF THE PURCHASE AND SALE AGREEMENT, TOGETHER WITH ANY AND ALL ADDENDA THERETO, EITHER HAVE BEEN OR WILL BE MET TO THEIR SATISFACTION OR WAIVED. CHICAGO TITLE, AS ESCROWEE, SHALL ONLY BE RESPONSIBLE FOR CLOSING IN ACCORDANCE WITH THE WRITTEN TERMS OF THE PURCHASE AND SALE AGREEMENT AND ANY OTHER WRITTEN INSTRUCTIONS DEPOSITED TO ESCROW. THE PARTIES SHALL HOLD CHICAGO TITLE INSURANCE COMPANY AND ITS EMPLOYEES HARMLESS FROM ANY CLAIM RESULTING FROM THE FAILURE OF ANY PARTY TO MEET ANY ADDITIONAL CONDITIONS AND/OR CONTINGENCIES. PURCHASER(S) SHALL OBTAIN NEW FIRE INSURANCE COVERAGE AND SELLER IS AUTHORIZED TO CANCEL THEIR COVERAGE UPON RECEIPT OF NET PROCEEDS. ESCROW HOLDER IS ADVISED THAT PURCHASER HAS RECEIVED AND READ A COPY OF THE PRELIMINARY TITLE REPORT AFFECTING THE SUBJECT PROPERTY. IT SHALL BE THE BUYER'S RESPONSIBILITY TO OBTAIN STATUS AS A TAX EXEMPT ENTITY AND ESCROW AGENT SHALL HAVE NO RESPONSIBILITY THERETO. INITIALS: ESCROW INSTRUCTIONS Escrow No. 53 02 514 Title No. 005302514 Date: SEPTEMBER 13, 2006 DECLARATION OF ESCROW SERVICES Both Purchaser and Seller acknowledge by their signatures hereon the following: 1 have been specifically informed that CHICAGO TITLE INSURANCE COMPANY (hereinafter designated 'CHICAGO'} is not licensed to practice law and no legal advice has been offered by CHICAGO or any of its employees. I have been further informed that CHICAGO is acting only asan escrow holder and that it is forbidden by law from offering any advice to any party respecting the merits of this escrow transaction or the nature of the instruments utilized, and that it has not done so. I have not been referred by CHICAGO to any named attorney or attorneys or discouraged from seeking advice of any attorney but have bcon requested to seek legal counsel of my own choosing at my own expense, if I have doubt concerning any aspect of this transaction. 1 further declare all instruments to which I am a party, if prepared by CHICAGO, have been prepared undcr the direction of my attorney or myself and particularly declare that copying legal description from title reports into forms of deed, etc. or reforming of legal descriptions or agreements is, or will be solely at my direction or request. I have been afforded adequate time and opportunity to read and understand these escrow instructions and all other documents referred to therein. THE UNDERSIGNED HAVE READ AND FULLY UNDERSTAND THE FOREGOING CLOSING INSTRUCTIONS AND ALSO THE DECLARATION SET FORTH ABOVE AND AGREE TO THE SAME CITY OF EDMONDS,A MUN IPAL CORPORATION w6 BY: GAR14 HAh 0 , EDMONDS SCHOOL DISTRICT NO. 15 BY: MARLA S. MILLER, ASSISTANT SUPERINTEND. Forwarding Address: FSCrrNA3 REAL ESTATE PURCHASE AND SALE AGREEMENT This REAL ESTATE PURCHASE AND SALE AGREEMENT (the "Agreement") is made and entered into as of the day of May 2006 (the "Effective Date"), by and between the EDMONDS SCHOOL DISTRICT NO. 15, a municipal corporation of the State of Washington ("Seller") and the CITY OF EDMONDS, a municipal corporation of the State of Washington ("Purchaser"). RECITALS Seller desires to sell to Purchaser, and Purchaser desires to purchase from Seller, all of Seller's right, title and interest in and to that certain unimproved real property (the "Property") situate in Snohomish County and more particularly described on Exhibit A to this Agreement on the terms and conditions set forth in this Agreement. AGREEMENT NOW, THEREFORE, in consideration of the respective agreements set- forth below and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Purchaser and Seller agree as follows: 1. PURCHASE AND SALE OF THE -PROPERTY Seller shall sell and convey to Purchaser, and Purchaser shall purchase from Seller, subject to the terms and conditions set forth below, all of Seller's right, title and interest in and to the Property (including without limitation any interests of Seller in any easements that may be appurtenant to the Property). 2. EARNEST MONEY DEPOSIT Within two (2) business days of the mutual execution of this Agreement, Purchaser shall deliver to Chicago Title Insurance Co. ("Title Company".) a check payable to the Seller in the amount of One Hundred Sixty Thousand and No/100 Dollars ($160,000) (the "Deposit"). The Deposit, together with a copy of this Agreement, shall be deposited into an interest -bearing account with the Title Company to be invested at the direction of Purchaser and the amount in that account, including interest- thereon, shall be credited against the Purchase Price if and when Closing occurs or shall be released to Purchaser or Seller as otherwise provided for by this Agreement. 3. PURCHASE PRICE The total purchase price for the Property is Four Million Two Hundred Twenty Two Thousand Five Hundred Twelve and 30/100 Dollars ($4,222,512.30) (the "Purchase Price") of which the Deposit is apart. The.Purchase Price shall be paid in cash (United States funds) (WSS632129_DOC;I/00006.900000/) Page 1 Full Redline 00358-0844/LEGAL11092730.1 at Closing. Purchaser shall receive a credit at closing in the amount of One Million and No/100 Dollars against the Purchase Price in exchange for Purchaser's commitments in Section 9.2(e), below. 4. TITLE INSURANCE 4.1 Preliminary Commitment As soon as practicable after the date of mutual acceptance of this Agreement, Seller shall cause to be furnished to Purchaser a preliminary commitment for an ALTA standard form owner's policy of title insurance for the Property (the "Preliminary Commitment") from the Title Company. 4.2 Title Policy (a) Seller shall instruct the Title Company to deliver to Purchaser as soon ' as practicable after Closing, at Seller's expense, a standard coverage form owner's policy of title insurance (the "Title Policy"), insuring Purchaser's fee simple title to the Property in the face amount of the purchase price containing no exceptions other than the form printed exceptions and (1) nondelinquent taxes and assessments, (ii) existing easements and matters disclosed by a survey of the Property, (iii) rights reserved in federal patents or state deeds, and building or use restrictions general to the district, (iv) any mechanics' or other liens or matters created by, consented to or caused by Purchaser or arising out of or in any way connected with Purchaser's entry upon the Property, and (v) such other exceptions as are set forth in the Preliminary Commitment (the "Permitted Exceptions"). If title is not so insurable at Closing, then Purchaser may, by written notice to Seller, elect to either (aa) accept the title in such condition as may exist, in which case any other or further exceptions to title shall be, and be deemed, Permitted Exceptions or (bb) terminate this Agreement, in which case the Deposit shall be refunded to Purchaser. (b) If Purchaser desires extended coverage and/or endorsements, they shall be at its sole cost and expense, and shall not be a condition of, or delay, Closing. 4.3 Survey Seller shall deliver to Purchaser any and all surveys of the Property in Seller's possession. Purchaser may, at its cost, cause any such survey to be updated and certified to Purchaser or to the Title Company. In addition, Purchaser may, during the Contingency Period, at its expense, obtain a current ALTA/ASCM survey of the Property prepared by a licensed or registered surveyor. 5. CONVEYANCE OF TITLE Seller shall transfer title to the Property to Purchaser by a Statutory Warranty Deed, in the form attached to this Agreement as Exhibit B, subject to the Permitted Exceptions. IWSS632129.DOCJ/00006.900000/) Page 2 Full Redline 00358-0844/LEGAL 11092730.1 6. DUE DILIGENCE; PURCHASER'S CONTINGENCY 6.1 Documents and Records (a) Without any additional consideration, Seller shall provide to Purchaser, or make available to Purchaser for inspection, as soon as possible after the date hereof (but no later than ten (10) days from the date of mutual acceptance of this Agreement, copies of all readily available surveys and engineering, architectural, environmental, and related studies and reports in Seller's possession or control relating to the physical condition of the Property as of the date of mutual acceptance of this Agreement. However, Purchaser acknowledges that Purchaser is relying on its own examination and inspection of all matters with respect to the condition of the Property (including, without limitation, the environmental condition) and Purchaser is not relying on any such information or documents provided by Seller, or otherwise upon representations of Seller or of Seller's agents or employees with respect to the condition of the Property, and Purchaser expressly waives any and all claims on that basis or account. (b) Purchaser acknowledges that Seller shall have no obligation to provide or make available to Purchaser any appraisal and valuation reports and other related information prepared by Seller or its representatives for the Property, other offers or proposals to purchase, sell or lease the Property, internal documents regarding the sale or lease of the Property, and similar documentation and materials. 6.2 Due Diligence Inspections (a) Purchaser and its agents and contractors shall have the right, at Purchaser's sole risk, cost and expense, to enter upon the Property, during normal business hours and in a reasonable manner, and upon prior notice to the Seller, for the purpose of conducting whatever non-destructive tests, inspections, surveys, studies, appraisals or other inquiries Purchaser deems necessary or desirable in connection with this Agreement, including, without limitation, the physical, environmental, economic, legal and title condition of the Property (collectively, the "Due Diligence Inspections"). Purchaser shall not conduct any drilling or boring without the prior written consent of Seller. At Seller's option, an agent or employee of Seller may accompany Purchaser's employees, agents and/or contractors while said persons are conducting any Due Diligence Inspections. After making any such tests and inspections, Purchaser shall restore the Property to its condition prior to such tests and inspections. (b) Purchaser agrees to keep all information discovered by Purchaser in the course of its Due Diligence Inspections confidential; provided, however, that Purchaser may disclose and release information to those professionals engaged by Purchaser to assist in the Due Diligence Inspections. Purchaser shall provide Seller, at no cost to Seller, with copies of all studies, reports and results of tests and inspections received by Purchaser pursuant to its Due Diligence Inspections promptly after Purchaser's receipt of same. {WSS632129.DOC;1/00006.900000/} Page 3 Full Redline 00358-0844/LEGAL 11092730.1 (c) Purchaser hereby agrees to defend, indemnify and save Seller harmless from all liability and expense (including attorneys' fees) in connection with (i) any lien encumbering the Property as a result of Purchaser's activities on the Property pursuant to this right of entry and (ii) all claims, suits and actions of every name, kind and description brought against Seller, its agents or employees by any person or entity as a result of or on account of actual or alleged injuries or damages to persons, entities and/or property received or sustained, or alleged to have been received or sustained, in any way arising out of, in connection with, or as a result of the acts or omissions of Purchaser, its agents or employees, in exercising its rights under the right of entry granted in this Section 6.2 unless and except to the extent the same arise out of the sole negligence or intentional act of Seller. Without limiting the generality of the foregoing, Purchaser assumes potential liability for actions brought by its employees. Notwithstanding anything to the contrary in this Agreement, Purchaser's obligations under this Section 6.2 shall survive any termination whatsoever of this Agreement. Purchaser shall maintain and provide to Seller insurance certificates from its commercial general liability carvers showing Seller as an additional insured. 6.3 Purchaser's Contingency Period Purchaser shall have until 5:00 p.m. Pacific Standard Time on the thirtieth (30th) calendar day following the Effective Date (the "Contingency Period") to conduct its Due Diligence Inspections and title review and determine whether the Property and title are in a condition acceptable to Purchaser and suitable for Purchaser's intended use. Prior to the expiration of the Contingency Period, Purchaser shall notify Seller, in writing, if Purchaser, in its sole and absolute discretion, desires to terminate this Agreement due to its dissatisfaction with the results of its Due Diligence Inspections. If Purchaser elects to terminate this Agreement, Seller and Purchaser shall not have any further obligations pursuant to this Agreement except for those obligations, if any, which are expressly provided to survive or which by their context may be reasonably construed to survive such termination. If Purchaser fails to deliver written notice to Seller of Purchaser's election to either proceed with the sale or terminate the Agreement before the expiration of the Contingency Period, Purchaser shall be deemed to have determined that the Property and title are in a condition acceptable to Purchaser and suitable for Purchaser's intended use. 7. CONDITIONS TO CLOSING 7.1 Conditions (a) Notwithstanding anything in this Agreement to the contrary, Purchaser's obligation to purchase the Property shall be subject to and contingent upon the satisfaction or waiver by Purchaser of the following conditions precedent: (i) Purchaser's inspection and approval, within the Contingency Period, of all physical, environmental, economic, title and legal matters relating to the Property and Purchaser's purchase thereof, pursuant to Sections 6.2 and 6.3 above; {WSS632129.DOC;1/00006.900000/} Page 4 Full Redline 0035 8-0844/LEGAL 11092730.1 (ii) No Material Change in the Property. Between the effective date of this Agreement and the closing date, no material change in the condition of the Property shall occur unless mutually agreed to by Purchaser and Seller. (iii) the willingness of Title Company or some other reputable title insurer to issue the Title Policy, insuring Purchaser in the amount of the Purchase Price that title to the Property will be vested of record in Purchaser on the Closing Date, subject only to the Permitted Exceptions; (iv) on or before the Closing Date, Seller shall have delivered into escrow the documents specified in Section 12.2; and (v) on or before the Closing Date, all conditions to Closing for the benefit of Purchaser under this Agreement shall have been satisfied or waived. (b) Notwithstanding anything in this Agreement to the contrary, Seller's obligation to sell the Property shall be subject to and contingent upon the satisfaction or waiver by Seller of the following conditions precedent: (i) Seller's: (aa) receipt (at Seller's expense) of a market value appraisal of the Property by a professionally designated real estate appraiser (as defined in RCW 74.46.020), to be selected by Seller's board of directors; and (bb) determination, upon review of such appraisal, that the terms and conditions of this Agreement are consistent with applicable law; (ii) satisfaction of any and all requirements under state and municipal statutes and regulations for the sale of surplus school district property; (iii) passage by the Board of Directors of the Edmonds School District No. 15 of a resolution authorizing the sale of the Property pursuant to the terms of this Agreement; (iv) the willingness of Title Company to issue the Title Policy; (v) Purchaser's timely satisfaction or waiver of the conditions set forth in Section 7.1(a) above; (vi) the deposit in escrow of the Deposit on or before two (2) business days after Seller executes this Agreement, in accordance with Section 2; (vii) on or before the Closing Date, Purchaser's delivery to Title Company of the items set forth in Section 12.3 below; (viii) on or before the Closing Date, all conditions to Closing for the benefit of Seller under this Agreement shall have been satisfied or waived. {WSS632129.DOC;1/00006.900000/) Page 5 Full Redline 00358-0844/LEGAL 11092730.1 7.2 Failure or Waiver of Conditions Precedent In the event any of the conditions set forth in Section 7.1 are not satisfied or waived by the party intended to be benefited thereby, this Agreement shall terminate, and the Deposit delivered as provided in Section 16 below. Either party may, at its election, at any time or times on or before the date (and, if indicated, the time) specified for the satisfaction of the condition, waive in writing the benefit of any of the conditions set forth in Section 7.1 (a) and 7.1(b) above. In any event, Purchaser's consent to the close of escrow pursuant to this Agreement shall waive any remaining unfulfilled conditions for its benefit. 8. CLOSING 8.1 Closing Date The closing of the sale (the "Closing") shall occur on a mutually convenient date within five (5) days following the waiver or satisfaction of all of the conditions to closing set forth in Section 7.1, but in no event later than September 1, 2006 (the "Outside Closing Date"). If this transaction fails to close by the Outside Closing Date, the non defaulting party (or in the event the failure to close is not due to the default of a party, then either party) may terminate this Agreement, by giving written notice of same to the other party. 8.2 Closing Costs; Prorations Through escrow at Closing, Seller shall pay (i) the premium for an ALTA standard coverage title policy, (ii) one half of the Escrow Agent's escrow fee, and (iii) the State of Washington excise tax due upon the conveyance of the Property. Through escrow at Closing, Purchaser shall pay (i) the cost of recording the conveyance of the Property, (ii) one half of the Escrow Agent's escrow fee, (iii) the cost differential of the premium for any extended title coverage over the premium paid by Seller for the ALTA standard coverage policy; and (iv) the cost of any survey prepared pursuant to Section 4.3 and endorsements to the title policy. Each party shall bear its own legal fees. Property taxe's for the current year, if any, will be prorated as of Closing. Water and other utilities shall be prorated as of Closing. All other costs of Closing, if any, shall be borne by Seller and Purchaser in a manner consistent with local practice for the county in which the Property is located. Upon the request of either party, adjustments shall be made between the parties after Closing for the actual amount of any prorations made on the basis of estimates as of Closing. 9. REPRESENTATIONS, WARRANTIES AND COVENANTS 9.1 Seller's Representations, Warranties and Covenants Seller covenants, represents and warrants to Purchaser as of the date of this Agreement, and again as of the date of Closing, as follows: Seller is a municipal corporation duly organized and validly existing under the laws of the State of Washington; this Agreement and all documents executed by Seller that are to be delivered to Seller at Closing are, or at the time of Closing will be duly authorized, executed and delivered by Seller; and {WSS632129.DOC;1/00006.900000/} Page 6 Full Redline 0035 8-0844/LEGAL 11092730.1 all of the individuals executing this Agreement on behalf of Seller and any other documents and instruments executed by Seller pursuant hereto have the legal power, right and actual authority to bind Seller to the terms and conditions hereof and thereof, and this Agreement constitutes a valid obligation of the Seller that is legally enforceable in accordance with its terms. 9.2 Purchaser's Representations, Warranties and Covenants Purchaser covenants, represents and warrants to Purchaser as follows as of the date of this Agreement, and again as of the date of Closing: (a) Purchaser is a municipal corporation duly organized and validly existing under the laws of the state of Washington; Purchaser has the full right, power and authority to perform Purchaser's obligations hereunder; all of the individuals executing this Agreement on behalf of Purchaser and any other documents and instruments executed by Purchaser pursuant hereto have the legal power, right and actual authority to bind Purchaser to the terms and conditions hereof and thereof, (b) The execution and delivery of this Agreement by Purchaser, and the consummation of the transaction contemplated hereby, have been duly authorized by all necessary actions on the part of the Purchaser, and this Agreement constitutes a valid obligation of Purchaser that is legally enforceable in accordance with its terms; (c) Purchaser has inspected and examined, or prior to Closing, will inspect and examine, all aspects of the Property and its current condition that Purchaser believes to be relevant to its decision to purchase the Property, and Purchaser accepts, and shall be deemed to accept, the Property AS IS, WHERE IS, WITH ALL FAULTS AND DEFECTS, including, without limitation, any then existing environmental conditions, and with all faults, defects or deficiencies whether patent, latent, known or unknown, without recourse to Seller of any kind; and (d) Effective as of closing, Purchaser releases, and shall thereafter defend, indemnify and hold harmless Seller, its employees and agents from and against any loss, cost or liability, including without limitation attorneys' fees, expert witness fees and costs of suit, that may in any way arise from or relate to the Property or improvements thereon, or the condition thereof (environmental or otherwise); and (e) Without limiting the generality of the foregoing, Purchaser shall be obligated to demolish and dispose of all improvements on the Property and the adjacent property which together with the Property comprised the site of Seller's former Old Woodway Elementary School (the "Old Woodway Remainder"), all in accordance with applicable law, and effective as of closing, Purchaser releases, and shall thereafter defend, indemnify and hold harmless Seller, its employees and agents from and against any loss, cost or liability, including without limitation attorneys' fees, expert witness fees and costs of suit, that may in any way arise from or relate to such improvements or the demolition or disposal thereof {WSS632129.DOC;1/00006.900000/} Page 7 Full Redline 00358-0844/LEGAL 11092730.1 (environmental or otherwise). Purchaser's commitment to so demolish and dispose of such improvements is an essential part of the purchase price. At closing, Seller shall convey and quitclaim to Purchaser a temporary demolition easement in the form attached hereto as Exhibit C (the "Temporary Easement"). Purchaser shall complete such demolition and disposal prior to expiration of the Temporary Easement. 9.3 Seller's Disclaimer of Representations and Warranties EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES TO PURCHASER AND SHALL NOT IN ANY WAY BE LIABLE FOR ANY REPRESENTATIONS OR WARRANTIES, INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS AND WARRANTIES WITH RESPECT TO (1) THE DIMENSIONS, SIZE OR ACREAGE OF THE PROPERTY, (11) THE CONDITION OF THE PROPERTY OR ANY IMPROVEMENTS THEREON OR THE SUITABILITY OF THE PROPERTY FOR HABITATION OR FOR PURCHASER'S INTENDED USE OR FOR ANY USE WHATSOEVER; (II1) ANY APPLICABLE BUILDING, ZONING OR FIRE LAWS OR REGULATIONS OR WITH RESPECT TO THE EXISTENCE OF OR COMPLIANCE WITH ANY REQUIRED PERMITS, IF ANY, OF ANY GOVERNMENTAL AGENCY; (IV) THE AVAILABILITY OR EXISTENCE OF ANY WATER, SEWER OR OTHER UTILITIES (PUBLIC OR PRIVATE); (V) THE EXISTENCE, ACCURACY, OR VALIDITY OF ANY DOCUMENTS OR OTHER INFORMATION, WRITTEN OR ORAL, WITH RESPECT TO THE PROPERTY; (VI) THE PRESENCE OR ABSENCE OF ANY TOXIC, HAZARDOUS OR -DANGEROUS SUBSTANCES, WASTES OR OTHER MATERIALS IN, UNDER, UPON, OVER OR ADJACENT TO THE PROPERTY; OR (VII) ANY AND ALL MATTERS OR ITEMS CONVEYED OR ASSIGNED PURSUANT TO THIS AGREEMENT. 9.4 Provisions Additive. The provisions of this Section 9 for the benefit of Seller (a) are in addition to, and not in any way limited by, the terms of other documents associated with this transaction (for example, without limitation, the Deed and the Temporary Easement), (b) shall survive closing and (c) shall not be merged into or otherwise affected by either the Deed or the Temporary Easement. 10. RISK OF LOSS Except for loss of or damage to the Property arising in connection with Purchaser's entry onto the Property under Section 6.2, risk of loss of or damage to the Property shall be borne by Seller until the date of Closing. Thereafter, Purchaser shall bear the risk of loss. Except for loss of or damage to the Property arising in connection with Purchaser's entry onto the Property under Section 6.2, in the event of casualty or damage to the Property, or any portion thereof, prior to the date upon which Purchaser assumes the risk, Purchaser may terminate this Agreement by delivering written notice of same to Seller. Notwithstanding {WSS632129.DOC;1/00006.900000/1 Page 8 Full Redline 00358-0844/LEGAL 1 1092730.1 Purchaser's right to terminate this Agreement in the event of casualty or damage to all or a portion of the Property, Purchaser may elect to complete the purchase of the Property notwithstanding any unrepaired casualty or damage to the Property; provided, however, that if Purchaser so elects, Seller shall not be liable to restore the Property or pay damages to Purchaser by reason of such loss or damage, but in such event Purchaser shall be entitled to the proceeds of any policies of property insurance carried by or for the benefit of Seller to the extent that such proceeds are attributable to the casualty or damage to the Property. Notwithstanding the foregoing, if loss of or damage to the Property occurs in connection with Purchaser's entry onto the Property pursuant to Section 6.2, Purchaser shall compensate Seller for the loss or damage in a manner acceptable to Seller. At Seller's option, the loss or damage may be added to the Purchase Price. 11. CONDEMNATION In the event that any portion of the Property is or becomes the subject of a condemnation proceeding, Purchaser shall have the right, at Purchaser's option, to tenminate this Agreement by giving written notice of same to Seller on or before the date fixed for Closing, in which event this Agreement shall immediately terminate and be of no further force or effect. Notwithstanding the foregoing, in the event of a partial taking of the Property, Purchaser may elect to proceed with the purchase of the remainder of the Property, provided, the purchase price for the Property shall not be reduced by the total of any awards or other proceeds received by Seller at or prior to Closing with respect to any taking, and at Closing Seller shall assign to Purchaser all rights of Seller in and to any additional awards or proceeds payable by reason of the taking. 12. ESCROW 12.1 Escrow Agent Closing shall occur through escrow in the office of the Title Company, or such other escrow agent as the parties shall agree upon (the "Escrow Agent"). Seller and Purchaser shall deposit executed counterparts of this Agreement with the Escrow Agent, which shall serve as instructions for the Escrow Agent for consummation of the sale. Seller and Purchaser agree to execute such additional escrow instructions as may be appropriate to enable the Escrow Agent to comply with the terms of this Agreement; provided, however, that in the event of any conflict between the provisions of this Agreement and any supplementary escrow instructions, the terms of this Agreement shall control. If the escrow is terminated due to the breach of this Agreement, the breaching party shall be required to pay all escrow and cancellation fees. 12.2 Seller's Escrow Deposits At or before Closing, Seller shall delver the following to the Escrow Agent: {WSS632129.DOC;1/00006.900000/) Page 9 Full Redline 00358-0844/LEGAL 11092730.1 (a) A Statutory Warranty Deed to the Property, duly executed and acknowledged by Seller, in the form attached to this Agreement as Exhibit B; (b) A Temporary Easement, duly executed and acknowledged by Seller, in the form attached to this Agreement as Exhibit C, (c) An affidavit pursuant to Section 1445(b)(2) of the Federal Internal Revenue Code (the "Federal Code"), certifying that Seller is not a foreign person under the meaning of the Federal Code, in the form attached to this Agreement as Exhibit D; (d) An executed real estate excise tax affidavit, in the form required by Washington law; (e) Seller's approved estimated settlement statement; and (f) Any other documents, instruments, records or correspondence reasonably required by the Escrow Agent to consummate the purchase of the Property in accordance with the terms of this Agreement. 12.3 Purchaser's Escrow Deposits At or before Closing, Purchaser shall deliver the following to the Escrow Agent: (a) The Purchase Price, after crediting the Deposit, in cash (United States funds); (b) An executed real estate excise tax affidavit, in the form required by Washington law; (c) Purchaser's approved estimated settlement statement; and (d) Any other documents, instruments, records, correspondence or funds reasonably required by the Escrow Agent to consummate the purchase of the Property in accordance with the terms of this Agreement. 13. DEFAULT 13.1 Default by Seller In the event of a default by Seller (including a breach of any representation, warranty or covenant), Purchaser may, at Purchaser's option, terminate this Agreement by written notice delivered to Seller, whereupon the Earnest Money and any interest earned thereon shall immediately be returned to Purchaser as the sole and exclusive remedy available to Purchaser, and the parties shall have no further rights or obligations arising under this Agreement, except as otherwise provided in this Agreement. 13.2 Default by Purchaser {WSS632129.DOC;1/00006.900000/) Page 10 Full Redline 00358-0844/LEGAL 11092730.1 In the event of a default by Purchaser (including a breach of any representation, warranty or covenant), Seller may, at Seller's option: (a) terminate this Agreement by written notice delivered to Seller, whereupon Seller shall be entitled to retain the Deposit and any interest earned as the sole and exclusive remedy available to Seller, and the parties shall have no further rights or obligations arising under this Agreement, except as otherwise provided in this Agreement; or (b) enforce specific performance of this Agreement against Purchaser; (c) seek to recover all damages suffered as a result of Purchaser's default; or (d) pursue such other remedies as may be available to Seller under applicable law. 14. PRIOR AGREEMENTS; MODIFICATION; ORAL REPRESENTATIONS This Agreement supersedes any and all oral or written agreements between the parties regarding the Property which are prior in time to this Agreement. Neither Seller nor Purchaser shall be bound by any prior understanding, agreement, promise, representation or stipulation, express or implied, not specified herein. This Agreement may not be amended or modified except by written agreement executed by both Seller and Purchaser. Seller shall not be bound by, or be liable for, any warranties or other representations made by any person, partnership, corporation or other entity unless such representations are set forth in a written instrument duly executed by Seller. 15. ASSIGNMENT This Agreement shall not be assignable by either party without written consent to such assignment from the other party. Any attempted assignment in violation of this Section 15 shall be null and void. Purchaser consents to assignment or apportionment of the "Grantor's" rights and obligations under the Temporary Easement to any successor or assign of Seller in title to the Old Woodway Remainder. 16. TERMINATION DELIVERIES In the event either party desires to exercise any right expressly provided in this Agreement to terminate this Agreement, such party shall give written notice to the other party of such termination with reference to the Section of this Agreement expressly providing such right to terminate. Immediately thereafter, all documents deposited into escrow, including the Deposit (except in the event of a default by Purchaser), shall be returned to the party which deposited them, all documents delivered by Seller to Purchaser relating to the Property shall be returned, all reports, studies, analyses and tests prepared by or for Purchaser relating to the Property shall immediately be delivered to Seller, and, except in the event of a default by either party hereunder, all monies deposited in escrow shall be returned to the party which deposited them. {WSS632129.DOC;1/00006.900000/1 Page 11 Full Redline 0035 8-0844/LEGAL 11092730.1 17. NONMERGER; SURVIVAL The representations, warranties, indemnifications, release and waivers of the parties and all provisions of this Agreement that may be reasonably construed to survive Closing shall survive Closing and shall not be merged into the deed. 18. NO BROKERAGE FEES Seller and Purchaser, respectively, represent that no broker or finder has been engaged by it in connection with this transaction. Seller and Purchaser each agree to indemnify the other and the other's agents, representatives and advisors and hold them harmless from any claims for any such fees or commissions, including all costs and expenses of defending any alleged claim therefor arising out of the acts of the indemnifying party or its agents or employees. 19. NOTICES All notices required or permitted to be given hereunder shall be in writing and shall be personally delivered, or sent by U.S. certified mail, postage prepaid, return receipt requested, telecopy, or by overnight courier service, addressed as set forth below: To Seller: Edmonds School District No. 15 20420 — 68th Avenue West Lynnwood, WA 98036 Attention: Marla Miller, Assistant Superintendent Telephone: (425) 431-7036 Facsimile: (425) 431-7198 e-Mail: millerm@edmonds.wednet.edu To Purchaser: City of Edmonds 121 Fifth Avenue North Edmonds, WA 98020 Attention: Dan Clements Telephone: 425-771-0239 Facsimile: 425-771-0265 e-Mail: cements@ci.edmonds.wa.us Either party hereto may, by proper notice to the other, designate such other address, or facsimile telephone number for the giving of notices as deemed necessary. All notices shall be deemed given on the day each such notice is personally delivered, transmitted by telecopy (with evidence of receipt), or delivered by overnight courier service, or on the third day following the day such notice is mailed if mailed in accordance with this Section. 20. EXHIBITS Exhibits A, B, C and D, attached hereto, are incorporated herein by this reference. {WSS632129.DOC;1/00006.900000/} Page 12 Full Redline 00358-0844/LEGAL 11092730.1 21. COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and which together shall constitute one and the same instrument. 22. GOVERNING LAW; CONSTRUCTION This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. 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. 23. WAIVER OF PERFORMANCE Either party may waive the satisfaction or performance of any condition or provision of this Agreement which has been inserted for its own and exclusive benefit, by delivering to the other party written notice of same. 24. EFFECTIVE DATE; TIME OF THE ESSENCE The effective date of this Agreement shall be the date the Agreement is last signed by a party to be charged herein. Time is of the essence to both Seller and Purchaser in the performance of this Agreement, and they have agreed that strict compliance by both of them is required as to any date set forth herein. If the ,final date of any period of time set out in any provision of this Agreement falls upon a Saturday or a Sunday or a legal holiday, then in such event, the time of such period shall be extended to the next day which is not a Saturday, Sunday or a legal holiday. [The remainder of this page is intentionally left blank.] {WSS632129.DOC;1/00006.900000/} Page 13 Full Redline 00358-0844/LEGAL 11092730.1 IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written. SELLER: EDMONDS SCHOOL DISTRICT NO. 15, a municipal corporation of the State of Washington By — :29� ,�— —;);� Name: A4, /lei Title: .r PURCHASER: CITY OF EDMONDS, a municipal corporation of the State of Washington By Name: 4ry a nson Title: Mayor ATTEST/AUTHENTICATED : Q.>, c., By: � r1; �� ' C' X Sandra S. Chase, City Clerk APPROVE AS O FO a., By: W. Scott Snyder, City Attorney {WSS632129.DOC;1/00006.900000/} Page 14 Full Redline 003 58-0844/LEGAL 11092730.1 STATE OF WASHINGTON ) ss. COUNTY OF SNOHOMISH ) On this 16'� day of 20(6 before me, the undersigned, a Notary Public in and for the State of Was ington, duly commissioned and sworn, personally appeared lac to me known to be the person who signed as t 7�tof the Edmonds School District No. 15, a municipal corporation of the tate of Washington that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said political subdivision of the State of Washington for the uses and purposes therein mentioned, and on oath stated that 5k-L was duly elected, qualified and acting as said officer of said corporation, that _Sl\jq— was authorized to execute said instrument and that the seal affixed, if any, is the seal of said corporation. IN WITNESS WHEREOF I have hereunto set my hand and official seal the day and year first above written. t4�\k■Y►l ,i a R§�45�''g (Signature of Nota y) OTARk s_ Cam N'. PUBLIG f = (Print or stamp nam of Notary) 0 NOTARY PUBLIC in and for the State ��■'''■►NA`4''� ` of Washington, residing atl%-�'�C My appointment expires: $ {WSS632129.DOC;1/00006.900000/} Page 15 Full Redline 0035 8-0844/LEGAL 11092730.1 STATE OF WASHINGTON } • ) ss. COUNTY OFdNo HOMI:5N ) On this '77� day of 200_, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared �?G2Gl�,�'� yir�t n�sc�n! , to me known to be the person who signed as o►e-Haa�o� off ef Edir�onit , a �riuN��d�1 eqha�( dew ►t ,N that executed the within and foregoing lnstrum4;rlt a d acknowledged said instrument to be the free and voluntary act and deed of said Ct�vM for the uses and purposes therein mentioned, and on oath stated that hwas duly elected, qualified and acting as said officer of the 6hg or Edff32 ., that be,_... was authorized to execute said instrument and that the seal affixed, if any, is the seal of said IN WITNESS WHEREOF I have hereunto set my hand and official seal the day and year first above written. (Signature of Notary) L /NA11 0, nU�-' (Print or stamp name of Vtary) NOTARY PUBLIC in and for the gtate of Washington, residing a r,Sr{ My appointment expires: Z-J1-Q.0 c01 {WSS632129.DOC;1/00006.900000/} Page 16 Full Redline 003 58-0844/LEGAL l 1092730.1 EXHIBIT A LEGAL DESCRIPTION SEE ATTACHED EXHIBIT A: LEGAL DESCRIPTION [/I 1092730 1.DOC] 003 58-0844/LEGAL 11092730.1 {WSS632129.DOC;1/00006.900000/}Page I LEGAL DESCRIPTION PARCEL B THAT PORTION OF THE NORTH 568 FEET OF THE EAST 920 FEET OF THE NORTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 36, TOWNSHIP 27 NORTH, RANGE 3 EAST, WILLAMETTE MERIDIAN, DESCRIBED AS FOLLOWS: COMMENCING AT THE WEST QUARTER CORNER OF SAID SECTION 36 AS SHOWN ON THE PLAT OF WOODWAY MEADOWS, RECORDED IN VOLUME 40 OF PLATS, PAGES 70 AND 71, UNDER RECORDING NUMBER 7907240221, RECORDS OF SNOHOMISH COUNTY, WASHINGTON; THENCE SOUTH 880 37' 08" EAST, ALONG THE NORTHERN MOST LINE OF SAID PLAT, AND ALONG THE NORTH LINE OF SAID SOUTHWEST QUARTER, 403.90 FEET TO THE NORTHEAST CORNER OF SAID PLAT; THENCE SOUTH 00 54' 22" WEST, ALONG AN EAST LINE OF SAID PLAT, 568.02 FEET TO ANOTHER NORTH LINE OF $AID PLAT; THENCE SOUTH 880 37' 08" EAST, ALONG SAID NORTH LINE, 437.79 FEET TO THE NORTHWESTERLY MARGIN OF 237TH PLACE SW AND A POINT ON A CURVE TO THE RIGHT, THE CENTER OF WHICH BEARS SOUTH 350 13' 21" EAST 203.22 FEET DISTANT; THENCE ALONG SAID NORTHWESTERLY MARGIN AND ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 190 19' 15", AN ARC DISTANCE OF 68.53 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 10 22' 52" EAST 459,08 FEET; THENCE NORTH 880 37' 08" WEST S02.66 FEET TO SAID EAST LINE OF SAID PLAT; THENCE NORTH 04 54' 22" EAST, ALONG SAID EAST LINE, 78.02 FEET TO SAID NORTHEAST CORNER OF SAID PLAT; THENCE SOUTH 880 37' 08" EAST, ALONG THE NORTH LINE OF SAID SOUTHWEST QUARTER, 877,84 FEET TO THE WEST LINE OF A WEDGE SHAPED PARCEL OF LAND CONVEYED TO SNOHOMISH COUNTY FOR ROAD PURPOSES PER DEED UNDER RECORDING NUMBER 1237407, RECORDS OF SNOHOMISH COUNTY, WASHINGTON; THENCE SOUTH 070 14' 40" EAST 85.97 FEET TO A POINT OF INTERSECnON BETWEEN THE SOUTH LINE OF THE NORTH 85 FEET AND THE WEST LINE OF THE EAST 30 FEET OF SAID NORTHWEST QUARTER OF THE SOUTHWEST QUARTER; THENCE SOUTH 00 54' 22" WEST, ALONG SAID WEST LINE, 442.98 FEET TO THE NORTHERLY MARGIN OF 237TH PLACE SW; THENCE NORTH 880 36' 42" WEST, ALONG SAID NORTHERLY MARGIN, 330.71 FEET TO A POINT OF CURVATURE TO THE LEFT HAVING A RADIUS OF 203.22 FEET; THENCE CONTINUING ALONG SAID NORTHERLY MARGIN AND ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 170 17' 24" AN ARC DISTANCE OF 61.32 FEET TO THE TRUE POINT OF BEGINNING; SITUATE IN THE CITY OF EDMONDS, COUNTY OF SNOHOMISH, STATE OF WASHINGTON. survey do Mapping 13005 NE 126th PL KIRKLAND, WA 98034 TEL, 425-823-5700 FAX 425,523-6700 JOB NO. DATE 06015 7/19/06 WRITTEN BY CHECKED BY AWG MTSE SHEET PARCEL B 2 OF 3 EXHIBIT B STATUTORY WARRANTY DEED Return Address Attention: Document Title(s) (or transactions contained therein): 1. Statutory Warranty Deed Reference Number(s) of Documents assigned or released: N/A (on page _ of documents(s)) Grantor(s) (Last name first, then first name and initials): 1. Edmonds School District No. 15, a municipal corporation of the State of Washington 2. 3. Additional names on page of document. Grantee(s) (Last name first, then first name and initials): 1. City of Edmonds, a municipal corporation of the State of Washington 2. 3. ❑ Additional names on page _ of document. Legal description (abbreviated: i.e. lot, block, plat or section, township, range) Full legal is on Assessor's Property Tax Parcel/Account Number (WSS632129.DOC; I /00006.900000/)P age I EXHIBIT B: DEED [/I 1092730_1.DOC] 0035 8-0844/LEGAL 11092730.1 STATUTORY WARRANTY DEED Grantor, the Edmonds School District No. 15, a municipal corporation of the State of Washington ("Grantor"), for and in consideration of Ten and No/100 Dollars ($10.00) and other valuable consideration, in hand paid, conveys and warrants to the City of Edmonds, a municipal corporation of the State of Washington, all of Grantor's right, title and interest in the following described real estate situated in the County of Snohomish, State of Washington: [INSERT LEGAL DESCRIPTION] Subject to: [INSERT PERMITTED EXCEPTIONS] Dated , 200 . EDMONDS SCHOOL DISTRICT NO. 15, a municipal corporation of the State of Washington By — Name: Title: EXHIBIT B: DEED [/I 1092730_].DOC] 003 5 8-0844/LEGAL 11092730.1 {WSS632129.DOC;I/00006.900000/}Page 2 STATE OF WASHINGTON ) ) ss. COUNTY OF SNOHOMISH ) On this day of _ , 200_, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared , to me known to be the person who signed as of the Edmonds School District No.15, a municipal corporation of the State of Washington that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said corporation for the uses and purposes therein mentioned, and on oath stated that was duly elected, qualified and acting as said officer of the political subdivision of the State of Washington, that was authorized to execute said instrument and that the seal affixed, if any, is the seal of said corporation. IN WITNESS WHEREOF I have hereunto set my hand and official seal the day and year first above written. (Signature of Notary) (Print or stamp name of Notary) NOTARY PUBLIC in and for the State of Washington, residing at My appointment expires: {WSS632129.DOC;1/00006.900000/}Page 3 EXHIBIT B: DEED [/I 1092730_1.DOC] 00358-0844/LEGAL 11092730.1 EXHIBIT C TEMPORARY EASEMENT [SEE ATTACHED FORM] EXHIBIT C: TEMPORARY EASEMENT [/ 11092730 I . DOC] 00358-0844/LEGA LI 1092730.1 {WSS632129.DOC;1/00006.900000/}Page 1 After Recording Return to: Perkins Coie LLP 10885 NE 4th Street Bellevue, Washington 98004-5579 Attention: Document Title(s) (or transactions contained therein): 1. Temporary Demolition Easement 2. 3. Reference Number(s) of Documents assigned or released: (or page _ of document(s)) Grantor(s) (Last name first, then first name and initials): 1. Edmonds School District No. 15 2. 3. 4. Additional names on page _ of document. Grantee(s) (Last name first, then first name and initials): 1. The City of Edmonds 2. 3. 4. Additional names on page _ of document. Legal Description (abbreviated: i.e., lot, block, plat or section, township, range) Additional legal on page _ of document. Assessor's Property Tax Parcel/Account Number 00358-0844/LEGAL 11095117.1 TEMPORARY DEMOLITION EASEMENT This Temporary Demolition Easement is made between Edmonds School District No. 15, a municipal corporation of the State of Washington ("Grantor"), and the Grantee of Edmonds, a municipal corporation of the State of Washington ("Grantee") this day of .2006. RECITALS A. Grantor is the record owner of the real property (the "Property") legally described as: See Schedule 1 (Tax Parcel Number: B. In connection with Grantee's purchase of adjacent property from Grantor, Grantee has committed to demolish and dispose of all improvements on the adjacent property and the Property (which together with the Property comprised the site of Grantor's former Old Woodway Elementary School), all in accordance with applicable law. IN CONSIDERATION of the premises and the mutual covenants and agreements herein set forth, Grantor conveys and quitclaims to Grantee an easement to use the Property for the "Term" (defined below) on the following terms and conditions Demolition Easement. Grantee may (and shall) use the Property to demolish and dispose of all improvements thereon. including without limitation all hazardous substances and hazardous materials regulated under federal, state or local law(collectively, the "Improvements"), all in accordance with law, and upon completion of such demolition and disposal (unless otherwise directed in writing by Grantor), remove and properly dispose of all debris on the Property, rough grade the property to reasonable and safe contours, hydro seed or otherwise revegetate the surface of the Property to stabilize the grade and control run-off and otherwise leave the Property in a reasonable, and legal condition for potential redevelopment (all of the foregoing, hereafter, "Grantee's Work"). 2. Information_ and Status Reports to be Provided to Grantor_ Grantee shall provide Grantor with the following information without cost: 2.1 Within ten (10) business days' following mutual execution of this Temporary Easement, Grantee shall provide Grantor with a work schedule detailing the location and time of performance and completion of Grantee's Work. The work schedule shall be updated by Grantee on a monthly basis to show the progress of performance throughout Grantee's Work; and 00358-0844/LEGAL11095117.1 PAGE 1 2.2 Promptly after Grantee's completion of Grantee's Work, Grantee shall provide Grantor with a certification that the Improvements have been removed from the Property and disposed of in accordance with applicable law; and 2.3 Upon Grantor's request, Grantee shall provide Grantor with copies of all tests, surveys, drawings or other documents prepared with respect to Grantee's Work. 2.4 Grantee shall pay all costs necessary to reestablish existing "survey references and hubs destroyed or lost during or in connection with Grantee's Work. The information required under Section 2 is to be provided to Grantor for informational purposes only. Grantor's receipt of the foregoing information, and any review, analysis or consideration thereof by Grantor, or Grantor's failure to review, analyze or consider such information (including, without limitation, failure to discover any error, defect or inadequacy of such information), shall not relieve Grantee of any of its obligations under this Temporary Easement. 3. Term. Grantee's rights under this Temporary Easement shall terminate upon Grantee's notice to Grantor that Grantee has completed demolition and disposal of the Improvements and restoration of the Property in accordance with Section 3, which such notice shall be given as soon as reasonably practicable following Grantee's completion of the restoration and demobilization phases of such work; provided, however, that Grantee's rights under this Temporary Easement shall terminate no later than June 30, 2007 (the "Outside Expiration Date") unless Grantee is delayed in the completion of Grantee's Work due to reasons beyond Grantee's reasonable control, in which case the Outside Expiration Date shall be extended for so long as is reasonably necessary for Grantee to complete Grantee's Work with Grantor's prior written consent, which such consent shall not be unreasonably withheld, conditioned or delayed. Following expiration of this Temporary Easement, upon request of Grantor, Grantee shall execute and deliver to Grantor a quitclaim deed, in a form suitable for recording, to confirm termination of this Temporary Easement. 4. Indemnity. Grantee releases, and shall thereafter defend, indemnify and hold harmless Grantor, its employees and agents, and successors and assigns in title to the Property, from and against any loss, cost or liability, including without limitation attorneys' fees, expert witness fees and costs of suit, that may in any way arise from or relate to such improvements or the demolition or disposal thereof (environmental or otherwise); provided however, that (a) nothing in this Section 4 shall require Grantee to so indemnify and hold harmless Grantor to the extent of the negligence or other fault on the part of Grantor, its directors, officers, agents, servants, employees, representatives, licensees, invitees or visitors, and (b) Grantor acknowledges that actions and omissions of any of Grantee, its consultants or contractors may interfere with and delay Grantor's redevelopment and use of the Property, and Grantor waives and releases any and all claims for damages (whether direct, incidental or consequential) under this Temporary Easement for delay, loss of use or any other loss, cost, claim or expense resulting from any and all demolition and disposal actions or omissions by or on behalf of Grantee. As between the parties and for the purposes only of the foregoing obligations, Grantee waives any immunity, defense or other protection that may be afforded 00358-0844/LEGALI 1095117.1 PAGE 2 by any workers' compensation, industrial insurance or similar laws (including but not limited to, the Washington Industrial Insurance Act, Title 51 of the Revised Code of Washington). This Section 4 has been mutually negotiated by the parties. GRANTEE INITIALS GRANTOR INITIALS Nothing in this Temporary Easement limits or otherwise modifies Grantor's rights to defense or indemnity from Grantee, or to be held harmless by Grantee, under other contracts or agreements between Grantor and Grantee with respect to the Property or the Old Woodway Remainder. 5. Lien Protection. Grantee shall promptly pay (and secure the discharge of any liens against the Property asserted by) all persons and entities furnishing any labor, equipment, services, supplies, materials or other items in connection with Grantee's Work. Successors and Assigns. Grantee shall not assign its rights under this Temporary Easement without the consent of Grantor. However, Grantee may contract for the work to be done by Grantee hereunder and Grantee's contractor, such contractor's subcontractors, and employees and agents of Grantee, its contractor and subcontractors may all use the Property for Grantee's Work during the Term of and in accordance with the terms of this Temporary Easement. Grantor may assign, apportion or otherwise convey all or any portion of its rights and obligations under this Temporary Easement to any purchaser of Grantor's interest in the Property. Subject to the foregoing, the rights and obligations of the parties shall inure to the benefit of and be binding upon their respective successors, assigns and apportionees. 7. Local. State and Federal Laws. The terms and conditions of this Temporary Easement are subject to, and Grantee shall at all times comply with, any and all laws, rules, regulations and ordinances applicable to the Property and Grantee's use thereof. 8. Notices.. Any notice, request, approval, designation, direction, statement or other communication (collectively "Notice") received or permitted under this Temporary Easement shall be in writing and delivered in person or mailed, properly addressed and stamped with required postage to the following: To Grantor: Edmonds School District No. 15 20420 — 68111 Avenue West Lynnwood, WA 98036 Attention: Marla Miller, Assistant Superintendent Telephone: (425) 431-7036 Facsimile: (425) 431-7198 e-Mail: millerm@edmonds.wednet.edu To Grantee: City of Edmonds 121 Fifth Avenue North Edmonds, WA 98020 00358-0844/LEGALI 1095117.1 PAGE 3 Attention: Dan Clements Telephone: 425-771-0239 Facsimile: 425-771-0265 e-Mail: cements@ci.edmonds.wa.us Either party may, from time to time, change such address by giving the other party Notice of such change in accordance with this Section 8. 9. No Release. No termination of this Temporary Easement shall release Grantee or Grantor from any liability or obligation with respect to any matter occurring prior to such termination. 10. Self Help. If Grantee fails, within a reasonable time, to remove the Improvements, restore the Property or take such other measures as are set forth in this Temporary Easement, Grantor may, after reasonable notice to Grantee, remove the Improvements and restore the Property or take such measures at the expense of Grantee. 11. Nonwaiver. The failure of Grantor to insist upon or enforce strict performance by Grantee of any of the provisions of this Temporary Easement or to exercise any rights or remedies under this Temporary Easement shall not be construed as a waiver or relinquishment to any extent of Grantor's right to assert or rely upon any such provisions or rights in that or any other instance; rather, the same shall be and remain in full force and effect. 12. Survival. With respect to matters arising prior to termination, the obligations imposed upon Grantee under Sections I, 2, 4, and 5 of this Temporary Easement and all other provisions of this Temporary Easement which may reasonably be interpreted or construed as surviving termination of this Temporary Easement shall survive termination of this Temporary Easement. 13. Entire Agreement. This Temporary Easement sets forth the entire agreement of the parties and supersedes any and all prior agreements with respect to the subject matter hereof. This Temporary Easement shall be construed as a whole. All provisions of this Temporary Easement are intended to be correlative and complementary. No amendment, change or modification of any provision of this Temporary Easement shall be valid unless set forth in a written amendment to this Temporary Easement signed by both parties. 14. MisceIlaneous. The invalidity or unenforceability of any provision of this Temporary Easement shall not affect the other provisions hereof, and this Temporary Easement shall be construed in all respect as if such invalid and unenforceable provision were omitted. The headings of sections, paragraphs and subparagraphs of this Temporary Easement are for convenience of reference only and are not intended to restrict, affect or be of any weight in the interpretation or demolition of the provisions of such sections, paragraphs or subparagraphs. This Temporary Easement shall be interpreted, construed and enforced in all respects in accordance with the laws of the State of Washington. 00358-0844/LEGAL11095117.1 PAGE 4 Grantor Its: 00358-0844/LEGAL110951 17.1 PAGE 5 STATE OF WASHINGTON ) )SS COUNTY OF ) On this day of , 2006, before me, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared , to me known to be the individual(s) who executed the within and foregoing instrument, and acknowledged that signed the same as free and voluntary act and deed, for the uses and purposes therein mentioned. GIVEN UNDER my hand and official seal hereto affixed the day and year in this certificate first above written. (Signature of Notary) (Print or stamp name of Notary) NOTARY PUBLIC in and for the State of Washington, residing at My Appointment Expires: 00358-0844/LEGAL11095117.1 PAGE 6 Schedule 1 attached 00358-0844/LEGAL11095117.1 PAGE 7 LEGAL DESCRIPTION PARCEL A THAT PORTION OF THE NORTH 568 FEET OF THE EAST 920 FEET OF THE NORTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 36, TOWNSHIP 27 NORTH, RANGE 3 EAST, WILLAMETTE MERIDIAN, DESCRIBED AS FOLLOWS: COMMENCING AT THE WEST QUARTER CORNER OF SAID SECTION 36 AS SHOWN ON THE PLAT OF WOODWAY MEADOWS, RECORDED IN VOLUME 40 OF PLATS, PAGES 70 AND 71, UNDER RECORDING NUMBER 7907240221, RECORDS OF SNOHOMISH COUNTY, WASHINGTON; THENCE SOUTH 886 37' 08" EAST, ALONG THE NORTHERN MOST LINE OF SAID PLAT, AND ALONG THE NORTH LINE OF SAID SOUTHWEST QUARTER, 403.90 FEET TO THE NORTHEAST CORNER OF SAID PLAT; THENCE SOUTH 0" 54' 22" WEST, ALONG AN EAST LINE OF SAID PLAT, 78.02 FEET TO THE POINT OF BEGINNING; THENCE CONTINUING SOUTH 00 54' 22" WEST, ALONG SAID EAST LINE, 490.00 FEET TO ANOTHER NORTH LINE OF SAID PLAT; THENCE SOUTH 880 37' 08" EAST, ALONG SAID NORTH LINE, 437.79 FEET TO THE NORTHWESTERLY MARGIN OF 237TH PLACE SW AND A POINT ON A CURVE TO THE RIGHT, THE CENTER OF WHICH BEARS SOUTH 35° 13' 21" EAST 203.22 FEET DISTANT; THENCE ALONG SAID NORTHWESTERLY MARGIN AND ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 19" 19' 1S", AN ARC DISTANCE OF 68.53 FEET; THENCE NORTH 10 22' 52" EAST 459.08 FEET; THENCE NORTH 880 37' 08" WEST 502,66 FEET TO THE POINT OF BEGINNING. SITUATE IN THE CITY OF EDMONDS, COUNTY OF SNOHOMISH, STATE OF WASHINGTON. Tv www.asismap.com JOB NO. DATE 13005 NE 126th PL 04015 7/19/06 WRITTEN BY CHECKED BY KIRKLAND. WA 98034 TEL. 425.823-5700 AWG MTSE FAX 425.823-6700 SHEET PARCEL A 1 OF 3 EXHIBIT D NONFOREIGN PERSON AFFIDAVIT Under Section 1445 of the Internal Revenue Code of 1986, as amended (the "U.S. Code"), a transferee of a United States real property interest must withhold tax if the transferor is a foreign person. To inform , a (the "Transferee"), that withholding of tax will not be required upon the transfer to Transferee by EDMONDS SCHOOL DISTRICT NO. 15, a municipal corporation of the State of Washington (the "Transferor"), of that certain real property located in the State of Washington and more particularly described in Schedule 1 attached hereto (the "Property"), the undersigned hereby certifies the following on behalf of Transferor: 1. Transferor is not a foreign corporation, foreign partnership, foreign trust, or foreign estate, as those terms are defined in the U.S. Code and the Income Tax Regulations promulgated thereunder; 2. Transferor is not a disregarded entity as defined in Section 1.1445-2(b)(2)(iii) of the Income Tax Regulations; and 3. Transferor's U.S. employer identification number is Transferor understands that this Certification may be disclosed to the Internal Revenue Service and that any false statement contained herein could be punished by fine, imprisonment, or both. Transferor understands that Transferee is relying on this Certificate in determining whether withholding is or will be required in connection with the transfer of the Property by Transferor to Transferee, and that Transferee may face liabilities if any statement contained in this certificate is false. Transferor hereby indemnifies Transferee, and agrees to hold Transferee harmless, from any liability or cost which such Transferee may incur as a result of: (i) the Transferor's failure to pay any U.S. Federal Income tax which Transferor is required to pay under applicable federal law or (ii) any false or misleading statement contained herein. Under penalties of perjury, I declare that I have examined this Certification and to the best of my knowledge declare that I have authority to sign this document on behalf of Transferor. [The remainder of this page is intentionally left blank.] {WSS632129.DOC;1/00006.900000/}Page I EXHIBIT D: NONFOREIGN PERSON AFFIDAVIT [/I 1092730 1.DOC] 0035 8-0844/LEGAL 11092730.1 Dated: 7200 � Transferor: EDMONDS SCHOOL DISTRICT NO. 15, a municipal corporation of the State of Washington an Name: Title: EXHIBIT D: NONFOREIGN PERSON AFFIDAVIT [/11092730 LDOC] 00358-0844/LEGAL 11092730.1 {WSS632129.DOC;1/00006.900000/}Page 2 Schedule 1 to Exhibit D Le al Description [INSERT LEGAL DESCRIPTION] EXHIBIT D: NONFOREIGN PERSON AFFIDAVIT [/I 1092730_].DOC} 0035 8-0844/LEGAL 11092730.1 {WSS632129.DOC;I/00006.900000/}Page 3 AM-545 Woodway Elementary School Purchase Edmonds City Council Meeting Date: 08/01/2006 Submitted By: Dan Clements, Administrative Services Department: Administrative Services Review Committee: Action: Approved for Consent Agenda Agenda Memo Subject Woodway Elementary Purchase and Sale Agreement 2.E. Time: Consent Type: Action Previous Council Action Council has previously approved the purchase of approximately half of the former Woodway Elementary School property from the Edmonds School District. Narrative This Purchase and Sale Agreement represents the final form of the document, minus completed attachments. The City Attorney has recommended that Council approve the agreement so that final exhibits can be prepared and staff can continue with the sale. Recommendation Approve the Mayor's executing the agreement with the Edmonds School District. Revenue & Expenditures Fiscal Impact Attachments Link: Purchase & Sale Agreement Form Routing/Status Route Seq Inbox Approved By Date Status 1 City Clerk Linda Hynd 07/26/2006 03:41 PM APRV 2 Mayor Gary Haakenson 07/26/2006 03:47 PM APRV 3 Final Approval Linda Hynd 07/26/2006 03:49 PM APRV Form Started By: Dan Clements Started On: 07/26/2006 03:14 PM Final Approval Date: 07/26/2006 CITY OF EDMONDS GARYHAAKENSON MAYOR 121 5TH AVENUE NORTH • EDMONDS, WA 98020 • (425) 775-2525 CITY CLERK 11IC.1S9k� August 7, 2005 Mr. R. Gerard Lutz Perkins Coie Attorneys at Law 10885 N.E. Fourth Street Suite 700 Bellevue, WA 98004-5579 Subject: Edmonds School District/City of Edmonds Purchase and Sale Agreement Dear Mr. Lutz: Attached is one dated, executed original of the Purchase and Sale Agreement between the City of Edmonds and the Edmonds School District for a property purchase. Thank you for your assistance! Sincerely, Linda Hynd Deputy City Clerk City Clerk's Office Enclosure • Incorporated August 11, 1890 • Sister City - Hekinan, Japan R. Gerard Lutz PHONE:(425) 635-1403 FAX: (425) 635-2403 EMAIL: JLutz@perkinscoie.com July 20, 2006 HAND -DELIVERED Dan Clements City of Edmonds 121 5th Avenue N. Edmonds, WA 98020 Perl�j'ns Cole The PSE Building io885 N.E. Fourth Street, Suite 700 Bellevue, WA 98004-5579 PHONE: 425.635•1400 FAX: 425.635.2400 www.perkinscoie.com Re: Edmonds School District/City of Edmonds Purchase and Sale Agreement Dear Mr. Clements: Enclosed are duplicate originals of the Purchase and Sale Agreement between Edmonds School District and the City of Edmonds executed on behalf of the District. When the City completes its approval process, please have the Agreements dated, executed by the appropriate person at the City, notarized, and then return one fully executed original to me at your earliest convenience. Please call (or ask Scott to call) if yo�xave any questions. Very RGL:kc Enclosures cc: Marla Miller W. Scott Snyder, Ogden Murphy Wallace 00358-0844/LEGAL11200140,1 ANCHORAGE • BEIJING BELLEVUE - BOISE • CHICAGO • DENVER HONG KONG - LOS ANGELES MENLO PARK - OLYMPIA PHOENIX - PORTLAND - SAN FRANCISCO - SEATTLE - WASHINGTON, D,C, Perkins Coie LLP and Affiliates 4,c�d VZ4 AM-545 Woodway Elementary School Purchase Edmonds City Council Meeting Date: 08/01/2006 Submitted By: Dan Clements, Administrative Services Department: Administrative Services Review Committee: Action: Approved for Consent Agenda Agenda Memo Subject Woodway Elementary Purchase and Sale Agreement 2. E. Time: Consent Type: Action Previous Council Action Council has previously approved the purchase of approximately half of the former Woodway Elementary School property from the Edmonds School District. Narrative This Purchase and Sale Agreement represents the final form of the document, minus completed attachments. The City Attorney has recommended that Council approve the agreement so that final exhibits can be prepared and staff can continue with the sale. Recommendation Approve the Mayor's executing the agreement with the Edmonds School District. Link: Purchase & Sale Agreement Revenue & Expenditures Fiscal Impact Attachments Form Routing/Status Route Seq Inbox Approved By Date Status 1 City Clerk Linda Hynd 07/26/2006 03:41 PM APRV 2 Mayor Gary Haakenson 07/26/2006 03:47 PM APRV 3 Final Approval Linda Hynd 07/26/2006 03:49 PM APRV Form Started By: Dan Clements Started On: 07/26/2006 03:14 PM Final Approval Date: 07/26/2006 enson City of Edmonds Gary Haak Mayor 121 FIFTH AVENUE N. • EDMONDS, WA 98020 • 425-771-0239 Dan Clements ADMINISTRATIVE SERVICES DEPARTMENT Director May 19, 2006 Deanna Dawson, Council President Edmonds City Council 121 Fifth Avenue North Edmonds, WA 98020 Reference: Woodway Elementary Proper A uisition Dear Council President Dawson: This correspondence will follow-up on the Council's request to have an Edmonds School District representative discuss the District's property sale objectives with the Council. Since the District holds board meetings the same night as Council, I was not able to have a representative available for the May 23 City Council meeting. However, Marla Miller indicated she would be able to attend a session on Tuesday, May 30, which is a fifth Tuesday for us. She also has an item before the Lynnwood City Council that same evening, so we have tentatively set up a special meeting for 6:00 PM on Tuesday, May 30. If possible, it would be helpful to provide Ms Miller with any questions Council might have prior to May 30 so she will have an opportunity of fully researching ay topics brought forward. If this schedule does not work out, please let Sandy or I know and we will work on setting up a different time and date. Thank You, lam. CC�.�,xt Dan Clements Administrative Services Director c Mayor Haakenson Marla Miller e Incorporated August 11, 1890 • Sister City — Hekinan, Japan AM-332 Old Woodway Elementary Edmonds City Council Meeting Date: 03/21/2006 Submitted By: Sandy Chase, City Clerk's Office Department: City Clerk's Office Committee: Action: Agenda Memo Agenda Time: 30 Minutes Type: Action Subject Discussion and possible action regarding old Woodway Elementary School property. Previous Council Action Narrative The City Council will discuss the status of the old Woodway Elementary School property and possible action will be taken. Councilmember Orvis requested that the attached alternatives be included with this Agenda Memo (Exhibit 1). Recommendation Revenue & Expenditures Fiscal Impact Attachments Link: Exhibit 1 - Orvis Alternatives Form Routing/Status Route Seq Route Stop Approved By Date Status 2 City Clerk chase 03/16/2006 APRV 3 Mayor haakenson 03/16/2006 APRV 4 Final Approval chase 03/16/2006 APRV Form Started By: chase Final Approval Date: 03/16/2006 Final Print Date: DAVE ORVIS' WOODWAY ELEMENTARY ALTERNATIVE SUMMARY Or nnrin 14 Fxictintr Cchednle/Nn 2 Acre T.nnd Donation for 4 Acre Park Item Full Site Neighborhood Park 11 Acres 11 Acres 1 4 Acres 5 Acres 6 Acres 8 Acres Acquisition/Site Prep Cost $7,500,000 $7.500,000 $2,727,273 $3,409,091 $4,090,909 $5,454,545 Demolition/Hazmat $1,000,000 $0 $0 $0 $0 $0 Funding: Coun : Council $1,240,000 $1,240,000 $1,240,000 $1,240,000 $1,240,000 $1,240,000 County: Lund Gulch 1 $0 $0 $0 $0 $0 $0 City: Fund 126 Acquisition $1,500,000 $1,500,000 $1,500,000 $1,500,000 $1,500,000 $1,500,000 Ci : Fund 126 Balance $500,000 $500,000 $500,000 $500,000 $500,000 $500,000 State: IAC ote 1 $500,000 $500,000 $500,000 $500,000 $500,000 $500,000 Funding Surplus (Deficit) $4,760,000 ($3,760,000) $1,012,727 $330,909 ($350,909) ($1,714,545 Debt Service: Annual Debt Service n/a $301,712 $0 $0 $28 158 $137,580 Qranarin �• NTn Lnnd T]nnntinn Nn C:rnnts Item Full Site Neighborhood Park 11 Acres 11 Acres 1 4 Acres 5 Acres 6 Acres 8 Acres Acquisition/Site Prep Cost $7 500,000 1 $7,500,000 $2,727,273 $3,409,091 $4,090,909 $5,454,545 Demolition/Hazmat $11000,000 $0 $0 $0 $0 $0 Funding: County: Council $1,240,000 $0 $0 $0 $0 $0 Coun : Lund Gulch Note 1) $0 $0 $0 $0 $0 $0 City: Fund 126 Acquisition $1,500,000 $1,500,000 $1,500,000 $1 500,000 $1,500,000 $1,500,000 Ci : Fund 126 Balance $500,000 $500,000 $500,000 $500,000 $500,000 $500,000 State: IAC(Note 1 $500,000 $0 $0 $0 $0 $0 Funding Surplus Deficit $4 760,000 $5,500,000) $727,273 $1,409 091 $2,090,909 $3 454,545 Debt Service: Annual Debt Service n/a $441.334 $58,358 $113,069 $167,780 $277,202 CAA n 1• RTn T nnii nnnnsinn (-minty C;rantc Item Full Site Neighborhood Park L11 Acres 11 Acres 4 Acres 5 Acres 6 Acres 8 Acres . -Acquisition/Site Prep Cost $7,500,000 $7,500,000 S2,727,273 $3,409,091 $4,090,909 $52454,545 Demolition/Hazmat $1,000,000 $0 $0 $0 $0 $0 Fundin County: Council $1,240,000 $1,240,000 $1,240,000 $1,240,000 $1,240,000 $1,240,000 County: Lund Gulch Note 1 $0 $0 $0 $0 $0 $0 City: Fund 126 Acquisition $1,500,000 $1,500,000 $1,500,000 $1,500,000 $1,500,000 $1,500,000 City: Fund 126 Balance $500,000 $500,000 $500,000 $500,000 $500,000 $500,000 State: IAC (Note 1) $500,000 $0 $0 $0 $0 $0 Funding Surplus (Deficit) $4,760,000) $4,260,000 $512,727 $169 091 $850,909) ($2,214,545) Debt Service: Annual Debt Service n/a $341.833 $0 $13,568 $68,279 $177,701 Page 1 of 2 Clements, Dan From: Clements, Dan Sent: Wednesday, March 15, 2006 4:30 PM To: 'Dave and Martha Orvis' Cc: Haakenson, Gary; Junglov, Kathleen; Mcintosh, Brian Subject: RE: buy options with no free land Hi Dave: I was just going through my notes, and I neglected to give you a response on the Edmonds Center for the Arts REET 1 backing. Here is a bit more information. The City backed a $7 million construction loan. Because of new fund raising and project costs, earlier this year our exposure dropped to $5 million. In reviewing information with Stephen yesterday, our current exposure, once again due to fund raising and project costs, is in the $3.5 million range. This means that if there is no more fund raising at all, our exposure on the loan guarantee is $3.5 million. There will, of course, be additional donations and grants over the next three years. The Center board is really pushing this issue with Joe. If all funds are raised, our exposure will be $0. If they wind up, say $1.0 million shy of their goal, the City could issue longer term debt, and if the Center could meet annual debt service payments of say $80,000 per year, our exposure would still be $0. What is difficult is that fund raising and construction are currently going on, so we have two big unknown variables. The bottom line is that the more dollars available in REET 1, the lower the risk of having to tap into the General Fund. Debt service on $3.5 million is about $280,000 per year in the current market. I think this is overly conservative. My gut feeling at this juncture is that if fund raising efforts fall short, the amount will be under $1.0 million, which would mean a REET 1 cushion of about $80,000. We will have a much clearer picture by the first of July, when the construction will be winding down, and fund raising will be ramped up. Hope this helps, Dan From: Clements, Dan Sent: Wednesday, March 15, 2006 4:07 PM To: 'Dave and Martha Orvis' Cc: Haakenson, Gary; Junglov, Kathleen; Mcintosh, Brian Subject: RE: buy options with no free land Hi Dave: 3/16/2006 Page 2 of 2 Attached are two files that will hopefully help with your analysis. The first is an MS Word file that presents scenario summaries for the parameters discussed below. The second is a redone spreadsheet with 4, 5, 6, and 11 acre alternatives. Just a couple of things to note. The only change in the existing is that I dropped the two acre developer contribution for four acres. Also, I was having a horrible time creating an "If... Then" parameter that would print zero's if the debt service were negative (ie, there is sufficient revenue to pay for the purchase without borrowing). Think I must have brain fade this week, as I have not been able to get it correct. So, when you see a negative debt service figure in the spreadsheet, it means there is enough revenue to cover the purchase. Hope this helps: please feel free to five me a call/e-mail if you need anything else. Also, the only folks I am sending this out to are Gary, Kathleen, and Brian. If you would like me to send it out to anyone else, just let me know. Otherwise I will assume you will distribute it to whomever you feel it is appropriate. Thanks, Dan From: Dave and Martha Orvis [mailto:daveandmartha.orvis@verizon.net] Sent: Tuesday, March 14, 2006 8:39 PM To: Clements, Dan Cc: Haakenson, Gary Subject: buy options with no free land Hi Dan, I was playing with your numbers and came up with some by playing with your work sheet. But I think its best for you to look at these. I am interesting in getting numbers for several scenarios. I am wondering what the debt service would be if: a). No land is given to us and no grants are given to us. b). No land is given to us and only county grants are given to us. I am only interested in 4, 5, 6, and 11 acres options. Also, leave the hazmat out of the 4, 5, 6 options. If we don't buy it all, let the developer do the hazmat. Assume total purchase 7.5 million, but could you make it so I could change this number and I could see the outcomes. Feel free to say this is too much, if it's too much, I can do some tweaking on my own, if necessary. -Dave 3/16/2006 MEMORANDUM Date: March 21, 2006 To: Mayor Haakenson Council President Dawson City Council From: Sandy Chase, City Clerk Subject: Agenda Item No. 6 — Old Woodway Elemen ag School Property The following correspondence was received by the City Clerk's Office regarding the above - referenced Agenda Item: 1. Letter dated 3/17/05 from Evan Pierce, Edmonds. 2. Email dated 3/18/05 from Jim and Linda Belz, Edmonds. 3. Email dated 3/19/06 from Greg Shoemake, Edmonds. 4. Email dated 3/19/06 from Cliff Sanderlin, Edmonds. 5. Email dated 3/19/06 from Jennifer Larsen (city not included). 6. Email dated 3/19/06 from Samantha Asay, Edmonds. 7. Email dated 3/19/06 from David Knight, Edmonds. 8. Email dated 3/20/06 from Ed Omland, Edmonds. 9. Email dated 3/20/06 from Jim and Peggy Eck, Edmonds. 10. Email dated 3/20/06 from Heather Marks, Edmonds. 11. Email dated 3/21/06 from Susan Weiss, Edmonds. 12. Email dated 3/21/06 from Cara and Tracy Ball (city not included). 13. Email dated 3/21/06 from Lisa and Scott Chapman (city not included). 14. Email dated 3/21/06 from Kim Hart, Edmonds. 15. Email dated 3/21/06 from Kevin Broadie, Edmonds. 16. Email dated 3/21/06 from Frank and Barbara Fanger, Edmonds. 17. Email dated 3/21/06 from Russell Nash (city not included). 18. Email dated 3/21/06 from Susan Harrington, Edmonds. 19. Letter dated 3/21/06 from Al Rutledge, Edmonds. City of Edmonds C9 City Clerk's Office 3-17-06 Edmonds City Council 121 5`h Ave North Edmonds, WA. 98020 Re: Woodway elementary parkland purchase RECEIVED MAR 2 0 2006 OFFICE OF THE MAYOR Honorable Mayor Haakenson & all City Council members, I want to start by thanking the Mayor for attended our meeting of concemed'citizens at the Faith Community Church on Monday evening to discuss the fate of the Woodway Elementary property. To our dismay, no council members attended this meeting. This indicates a decided lack of interest on the councils part for public input into this matter. That being said I know there are advocates of the entire parcel purchase on the council & we appreciate their support. I attended the meeting back in June 05 at which time the council unanimously agreed to put forth an offer to the Edmonds School District for the purchase of the complete parcel at 90% of its market value. This in its -self seemed to me a strange way to go after a property purchase but I assumed (wrongly so) that the Council has precedents to go by but according to the Mayor this caused problems from the start in negotiations with the EDS. The end result is that now 9 months later the Council reverses its decision & sounds like its pinning its hope on some developer gifting the city a 4 acre park. Seems pretty wishful! I moved my family to Edmonds recently after building a house in the area. We had lived in the Capitol Hill area in Seattle for many years & decided we wanted to raise our daughter in a slower paced, closer knit community. Hence, we ended up here. Edmonds fit the bill, small town, great schools, slower pace, in general a quality of life which was a lot more appealing than the fast paced Capitol hill & Seattle in general. Quality of life, small town appeal, charm & a caring community. This is what Edmonds is selling to potential residents & business's. Just look on the cities web site, look at the arguments from council members trying to get elected & re-elected. Defenders of small town charm, so much said about building height issues in the downtown core & maintaining its appeal. Here we have a once in a lifetime opportunity to purchase an 11 acre parcel of land in the city that will never again be available. Is the council willing to place bets on the charm the city likes to sell to potential residents ? How can the city think it's a good idea to pass it up ? The Mayor informed us he thinks the city can't afford it. Maybe he's being fiscally responsible in the short term but in the long run he's shooting this neighborhood & the city in the foot. It would be foolish to let this pass to a developer & be turned into housing instead of community land to be enjoyed by all. The Mayor and all Council members will be short lived in comparison to the decision of not buying this land and preserving for the future benefit of all Edmonds residents. Elected officials come & go, these opportunities do NOT ! ! Some other concerns we as a community have are as follows : • Why were the citizens kept in the dark for 9 months regarding the council decision ? • Why was the local community near the property never involved in any of the process? No hearings were held in our neighborhood -- the area that would be most affected by 60 new houses! • We EXPECT the City & the ESD to work together in the interest of a healthy community to preserve the old Woodway Elementary school grounds as a City -owned playfield and park! The city HAS the money to buy it, and our community is willing to help out. • Has the City taken into account how the selling of the only accessible playfield in our community address the problem of child obesity? Kids need playfields and parks CLOSE TO HOME, not miles away by car for regular exercise and fresh air. You would think this might have some merit with the school district since it directly affects them. • Why is the City NOT buying this property since it's zoned for PARKS in the Comprehensive plan? This is a high -density urban area and it has the LOWEST NUMBER OF PARKS in the city. When I asked the Mayor at the meeting some lot size/development questions he informed us that the underlying zoning would stay the same, which currently is RS-8 & that there would only be approximately 33 build able lots if it was sold to a developer. After a discussion with Rob Chave, the Planning Manager at Development Services, a developer could use the Planned Residential Development process (PRD) to potentially increase the build able density & end up with the same number of lots regardless of how much they would give the city for a park. In essence, you would still get 60 lots just on a smaller parcel, 7 acres instead of 11 acres. Technically it still conforms to existing zoning but the PRD takes place within the zoning & is a sub -division process. If the Mayor did not know this, he should of. If he did, than he's intentionally mis-leading the public. Shame on him either way. Any public official's job is to inform the public accurately, not spin. I moved from a city of approximately 800,000 citizens, I assumed input would count for a lot more here in Edmond than Seattle. According to one Council member I spoke with there's only about 12,000 voting citizens within Edmond. I don't know how accurate that is but it works out to about 1700 voters per Council member. It leads one to think the Council would have open ears to all citizen input and would take very seriously their requests & concerns. I sincerely hope this is true. I'm asking the Council to look beyond the immediate here & now concerns, financial pressures and all the reasons not to buy the entire parcel & look to the future for the greater good of the City & local community directly affected by it decisions. Too many Municipalities have short sited thinking and end up paying for it in the long run. Don't become one of these, BUY THE ENTIRE PARCEL ! It's the logical decision regardless of the short term concerns. Sincerely, Evan Pierce Sherwood Playfield & Park Preservation Council Home 206 542 5061 Cell 206 683 1892 Chase, Sandy From: Spellman, Jana Sent: Monday, March 20, 2006 8:24 AM To: Councilmember Wambolt; Council President Dawson; Councilmember Marin; Councilmember Moore; Councilmember Orvis; Councilmember Pritchard Olson; Councilmember Plunkett Cc: Chase, Sandy Subject: FW: Edmonds/Woodway Park FYI - jana -----Original Message ----- From: Jim and Linda Belz [mailto:belz.home@comcast.net] Sent: Saturday, March 18, 2006 11:38 PM To: Spellman, Jana Subject: Edmonds/Woodway Park We have lived at 10712 228th PI SW in Edmonds, one block NW of Sherwood Elementary School, for the past 32 years. As long time residents of the neighborhood we acknowledge the need, and support the purchase of property on the site of the original Woodway Elementary School for the purpose of a neighborhood park. Many neighborhoods in Edmonds have parks nearby for families and children to play or picnic or even just enjoy a walk/run through. Our neighborhood does not. The area is ideal, given that it is surrounded by homes, and across from a cemetery. The area is spacious enough and open, making it feel like a safe place. Once the school district and city give up the land to developers for homes, we will never have the opportunity to use the land again for open park space. Please count us in to support efforts to save this piece of property for a park. As good stewards of our school properties/public funds and looking out for what is best for children, it seems like a no brainer for the Edmonds School District to sell this property to the city at a fair(but perhaps reduced price) for the purpose of creating a city park in our neighborhood. And as Edmonds residents, we hope that as an elected official you are willing to go to bat in support of this potential park. Sincerely, Jim and Linda Belz 3/20/2006 Chase, Sandy NEMMMO From: Spellman, Jana Sent: Monday, March 20, 2006 8:23 AM To: Marin, Richard Cc: Chase, Sandy Subject: FW: Sherwood Park -----Original Message ----- From: Gregory Shoemake [mailto:gshoema@yahoo.com] Sent: Sunday, March 19, 2006 9:41 AM To: Spellman, Jana Subject: Sherwood Park Mr. Marin Please don't allow this opportunity to save a sizeable amount of open space for the citizens of Edmonds to pass. Your actions now will impact our community for decades to come. SAVE THE PARK! Sincerely, Greg Shoemake 10626 235th PL SW Do You Yahoo!? Tired of spam? Yahoo! Mail has the best spam protection around http://mail.yahoo.com 1 Chase, Sandy From: Spellman, Jana Sent: Monday, March 20, 2006 8:19 AM To: Chase, Sandy Subject: FW: Please Don't Drop the Ball -----Original Message ----- From: Cliff Sanderlin [mailto:clifheat@drizzle.com] Sent: Sunday, March 19, 2006 1:28 PM To: Spellman, Jana Subject: Please Don't Drop the Ball Richard Marin: Over the past 18 years my wife and I have seen and met with people of all ages from all around Edmonds (and beyond) using the open space at the old Woodway Elementary School. With its active and passive areas, the space is a commons in the best sense of the word --a low-key meadow where people can be themselves and wind down after a long day or a playfield where kids can gear up and do battle. If I were a kid, I would be WAY more excited about this property than any official park. It has woods with trails, brush and wildlife (raccoons, owls, birds, squirrels), scraps of wood and even a little junk to build forts (which are often built) and real DIRT to work with. This is the kind of setting where I grew up --where kids can use their creativity as opposed to having everything programmed for their entertainment. In other words, this space does NOT need to be "upgraded" into something more pretentious. We just want to make sure that the City saves it from land developers for us, our kids, and future generations. We need to keep an open space that's close to home and safe to walk to. Please join the rest of the City Council and vote to purchase all 11 acres --and not settle for anything less. Arvilla Olde believes the funds can be found to "backfill" the purchase price over two or three years. And so do I! Do we want to be remembered as the people who dropped the ball on the next generation, or the people with vision who made the extra effort to preserve healthy open space for the future? Thank you. -- Cliff Sanderlin Cliff Sanderlin & Heather Marks Sherwood Playfield & Park Preservation Council 10522 235th Pl. S.W. (Robbers Roost Rd.) Edmonds, WA 98020 (206) 546-8983 (home) (206) 790-1751 (cliff cell) http://home.comcast.net/-savesherwoodpark/ 1 Chase, Sandy From: Spellman, Jana Sent: Monday, March 20, 2006 8:18 AM To: Councilmember Wambolt; Council President Dawson; Councilmember Marin; Councilmember Moore; Councilmember Orvis; Councilmember Pritchard Olson; Councilmember Plunkett Cc: Chase, Sandy Subject: FW: Save Sherwood Park! -----Original Message ----- From: Jen Larsen [mailto:avon4jen@yahoo.com] Sent: Sunday, March 19, 2006 4:34 PM To: Spellman, Jana Subject: Save Sherwood Park! As a close neighbor of the park, I ask you to vote for the City of Edmonds to purchase the property from the school district and keep it as a park space. The area needs the public space and additional homes in the area will do nothing to improve the area! Sincerely, Jennifer K. Larsen Edmonds Chamber of Commerce Member Yahoo! Mail Use Photomail to share photos without annoying attachments. 3/20/2006 Chase, Sandy From: Spellman, Jana Sent: Monday, March 20, 2006 8:17 AM To: Haakenson, Gary Cc: Chase, Sandy Subject: FW: Sherwood Park Compromise -----Original Message ----- From: Samantha Asay [mailto:sezadesign@comcast.net] Sent: Sunday, March 19, 2006 5:05 PM To: Spellman, Jana Subject: Sherwood Park Compromise Dear Council Members, My family lives in the Forest Glen neighborhood and for the past two weeks we have been bombarded with "Stop the Bulldozers" flyers. Although a city park is a nice idea, I think there needs to be a compromise between development and preservation. Could the land be divided with a portion going to a city park and a portion being sold to a developer? I understand that is a simple solution to a complex issue by why could it not happen? Sincerely, Samantha Asay 10602 240th Place SW Edmonds, WA 98020 3/20/2006 Chase, Sandy From: Spellman, Jana Sent: Monday, March 20, 2006 8:16 AM To: Haakenson, Gary Cc: Chase, Sandy Subject: FW: URGENT! - Please Save Sherwood Park! Importance: High FYI - Jana -----Original Message ----- From: Knight, David (HAL)[mailto:DKnight@HollandAmerica.com] Sent: Sunday, March 19, 2006 5:44 PM To: editor@edmondsbeacon.com; michaelppp98@yahoo.com; deannadawson@yahoo.com; rrwambolt@msn.com; electpeggy@comcast.net; Moore, Mauri; Spellman, Jana; daveandmartha.orvis@verizon.net; michaelppp98@yahoo.com; jakalad@edmonds.wednet.edu Subject: URGENT! - Please Save Sherwood Park! Importance: High Councilperson / School Board Director, I write you today as a deeply concerned citizen of Edmonds. It is absolutely imperative that the park space located at the old Sherwood Elementary be preserved and possibly enhanced as a public park and NOT under any circumstances sold to private developers! It is critical that you act now to purchase the property to guarantee this site as a free public park. I see this issue far outweighing any of the issues of the previous election and how I vote in the next election will hinge upon your immediate actions regarding this issue. This park has been the destination of choice for my daughter and I since we moved to this Edmonds neighborhood three years ago. Whether it be for a game of Frisbee or to escape the lights and tall trees of the already crowded neighborhood so that we can enjoy an evening of stargazing, the fields behind the old Sherwood Elementary have been an irreplaceable refuge for playtime for my household. We have attended soccer games to support my daughter's friends at the old Sherwood Elementary and my daughter has been inspired to try new sports by watching older children play softball and baseball at this park. Don't let this source of childhood joy, inspiration and character building fall victim to yet another step toward overcrowding. Adding more homes to this neighborhood will also have a dramatic negative impact on the property values of the dozens of homes that line the streets between the old Sherwood Elementary and 100th / Edmonds Way through hundreds more vehicles using our neighborhood streets ever day of the year! Additionally, the increased traffic would severely impact the safety of this neighborhood for my daughter and her friends as they ride their bicycles or make the long trek to other parks outside of our neighborhood or even to the local bus stop. The increased traffic will also reduce the 'livability' of this neighborhood by creating a near -constant level of traffic noise along 238th as the residents of this proposed neighborhood move between the proposed site and 100th / Edmonds Way. One of the most important factors in our decision to move to this particular part of Edmonds from the Ballard / Crown Hill area of Seattle was the incredibly quiet afternoons and evenings. A new development of 60+ new homes or even half that many would shatter that peaceful environment and plunge my family back into the urban overcrowding we came here to escape. Please do EVERYTHING WITHIN YOUR POWER to ensure that this unique part of this Edmonds neighborhood is not destroyed! David Knight 23726 102"d PI W 3/20/2006 Edmonds, WA 98020 Phone: 206.369.0266 Fax: 206.270.6043 3/20/2006 Chase, Sandy From: Spellman, Jana Sent: Monday, March 20, 2006 9:48 AM To: Marin, Richard Cc: Chase, Sandy Subject: FW: Save Sherwood Park As Is! FYI - Jana -----Original Message ----- From: Omland, Edward[mailto:Edward.Omland@gwest.com] Sent: Monday, March 20, 2006 9:32 AM To: michaelppp96@yahoo.com; deannadawson@yahoo.com; rrwambolt@msn.com; electpeggy@comcast.net; Moore, Mauri; Spellman, Jana; daveandmartha.orvis@verizon.net Subject: Save Sherwood Park As Is! Hello, My name is ED Omland II, resident of Edmonds. I do not believe it is in the public good to develop Sherwood Park. In this time of shrinking open space and urban sprawl this action is ill advised. Developing Sherwood Park is counter to a healthy community. I would ask you to keep Sherwood Park as it is. Thank you, Ed Omland II Sr Account Executive Qwest National Business 206 224 5523 voice/fax ed.omland@gwest.com Provider of: Cisco, Nortel, F5, Juniper, Adtran and Breakwater Security Services. 1 Chase, Sandy From: Jim & Peggy Eck aimpeg1@hotmail.com] Sent: Monday, March 20, 2006 8:37 PM To: Spellman, Jana Subject: sale of old Woodway Elementary School We are opposed to the selling of the old Woodway Elementary School 11-acre site to a developer. We love this area and have attended many of our grandchildren's sporting events. It nice to see some open space in Edmonds. Please, this is a chance to give the children some space to play and enjoy our great quality of life in this beautiful city. Please give the preservation group a chance to fmd a buyer. This is a very important decision. Thank you for listening. Jim and Peggy Eck Edmonds, WA 3/21 /2006 Chase, Sand From: Heather Marks [hmarks@u.washington.edu] Sent: Monday, March 20, 2006 9:50 PM To: Spellman, Jana Subject: Please save all 11 acres Dear Mr. Marin: Please, please, please buy ALL 11 acres of the Old Woodway Elementary School. Where is the vision we expect of our elected officials --city and school district? While both the city and school district may be forging ahead on the sale of this property with the bests of intentions, you are all misguided. When your favorite tool is a hammer, every problem looks like a nail. Every problem is not a nail. And every piece of land should not have houses built on it. I don't believe having enough money is the real issue here. The biggest problems we face are social problems. How we treat our children now will determine how they develop into young adults. They need areas where they have access to open and natural areas where they can explore, discover and learn about the world around them. When our open spaces are densely built upon, children will learn from that environment. Studies show that people living in densely populated areas are more prone to violence. I live right next to the wood area of the school site and for years have thought about what a wonderful area where kids learn from the exploring it. In fact, I see kids using their imaginations building forts, exploring the trails, and just playing hide and seek. As a masters of social work student focusing on kids psycho -social needs, I see this area as one of the few undeveloped places kids can get in touch with nature and their imaginations in addition to learning social skills on the playfields. This area is a natural learning laboratory. The social environmental impact of building 40-60 homes on this property has not been carefully studied. Or as the school district calls it "adverse environmental impacts on the district by residntial development." In fact, has anyone read the school district's own policy on this issue which talks about "...needs which have resulted from unforeseen residential development."? It doesn't seem so. Policy 9631 - ENVIRONMENTAL IMPACT MITIGATION can be read on the web at http://staff.edmonds.wednet.edu/users/kernsj/9000/9631.htm. Is the school district is violating its own policy? It appears so. And that is going to impact our whole community. I urge you to look ahead: will you be remembered as s visionary or as someone who plays politics as usual? Sincerely, Heather Heather Marks Department of Pediatric Dentistry University of Washington HSC, B242 Box 357136 Seattle, WA 98195 206-543-4885 ----------------------------- AND MSW Intern Garfield Elementary School Everett, WA 1 Chase, Sandy From: Susan Weiss [sue.weiss@comcast.net] Sent: Tuesday, March 21, 2006 6:16 AM To: michaelppp98@yahoo.com; deannadawson@yahoo.com; rrwambolt@msn.com; Peggy P Olson; Moore, Mauri; Spellman, Jana; daveandmartha.orvis@verizon.net Subject: Old Woodway/Sherwood Park Edmonds City Council, Last summer we came to you asking to convert what had been eleven acres of school district property and a defacto park for 30 years to an Edmonds Park in reality. You agreed to do that. It is property that will never be available again. Please use your creative juices to fulfill your openly made promise. We believe there are funds available or that can be structured to achieve that end. Make us happy, proud and excited that your work for the best long term interests of the city. Anything less will be a step backward and damage Edmonds' reputation as a livable city. Susan A. Weiss 23708107th Pl. W Edmonds, WA 98020 Chase, Sandy From: Spellman, Jana Sent: Tuesday, March 21, 2006 7:51 AM To: Marin, Richard Cc: Chase, Sandy Subject: FW: Sherwood FYI - Jana -----Original Message ----- From: Tracy [mailto:tracy_ball@earthlink.net] Sent: Tuesday, March 21, 2006 6:59 AM To: Spellman, Jana Subject: Sherwood Dear Mr. Marin, Please know that a park at the old site of Sherwood School is a huge issue for myself and my husband. This land was a site for a public school and should continue in that same vein as a public park. Please consider this point as you meet this evening with the Edmonds City Council. This issue has been raised many times in the past. Now is the time to act to create a legacy of parks and community for Edmonds Sincerely, Cara and Tracy Ball mommato2roos@earthlink.net. 3/21/2006 Chase, Sandy From: LISA and SCOTT CHAPMAN [lisascottchapman@comcast.net] Sent: Tuesday, March 21, 2006 7:11 AM To: Spellman, Jana Subject: Please read before Tonights Council Meeting! Importance: High I am extremely disappointed in the things that have transpired in the Acquistion of the Old Woodway Meadows property. The City Council Unanimously agreed to purchase the whole parcel from the Schoold District on June 28th 2005. On February 28th, after nine closed sessions with all kinds of information presented and deliberated, the position of the Council has completed changed to support the Mayor's position. While I commend the City for acting swiftly in the begining and putting a reasonable offer on the table, a diservice was done to the local citizens by letting 8 months transpire without an update. I also think that the move to write a letter requesting that developers be aware of what the City is expecting a "Free" fully developed four acre neighborhood park was a good move to set the table for Developers to reconsider their offers with this in mind. I cannot understand why the City Council would not make a full market price offer to the School District to be allowed to come to the table and see what the actual proposal amount is for the parcel. That in no way obligates the City to spend more than it can afford but it does allow the City to remain in the game and at the bargaining table. The School District - via the E-mail from Ms. Miller sent to all council members yesterday, essentially encouraged you to put a full price offer in for the entire parce to indicate that the City is still interested in acquiring the full amount. Do not be disuaded by conjecture of what offer has been made on the property. It may be a ploy by developers to get the City out of the negotiations. From some of the responses we've seen from several council members, it has some council members nervous and convinved the City cannot afford the entire property. I was shocked to go down to the Planning Departement yesterday and hear a staff member convinced that City could no afford the entire parcel. I suppose that isn't too shocking because he works for the Mayor. But the let's be clear, the Mayor works for YOU and the rest of the Council! You are in the driver's seat with all of us citizens supporting you as passengers. In the short amount of time we've had to re -organize our Community Action Group, we have gathered a large support group throughout the community. I urge you to do the right thing and not violate the public trust we have instilled in electing you to you position. Follow through on the commitment you made on June 28th: Encourage the Council to submit a 100% matching offer to see what the Property is really going to be sold for. What if it comes out in the public hearing in the School District has that the offers are 7 Million or less when the Developers took into consideration what the City requested? After speaking to a Developer who has-been in the business for over 30 years and lost many a hard fought battle to Cities, Counties and State planners, I am convinced the table is set for the City to attain the entire parcel for a reasonable price. If no 100% offer is put on the table by the City, the School District will have a way to defend their position and make the City out as the unresponsive, uncooperative entity. Don't let that happen. Please take this into consideration in your private deliberations this evening. Sincerely, Scott Chapman Steering Committe Sherwood Park and Playfield Preservation Council (206)546-7904 Chase, Sandy From: Kim Hart [kbhartwa@hotmail.com] Sent: Tuesday, March 21, 2006 9:02 AM To: michaelppp98@yahoo.com; deannadawson@yahoo.com; rrwambolt@msn.com; electpeggy@comcast.net; Moore, Mauri; Spellman, Jana; daveandmartha.orvis@verizon.net Subject: Save our park To Edmonds Council Members, Hopefully you have received many emails like this. I am a neighbor of the old Edmonds Woodway High School property. I am writing to ask that you do not sell this land to a developer. Our kids need a park area. Adding more homes in this space would cause our area to be too crowded and compromise our quality of life. I ask that you do all that you can to have the City of Edmonds preserve this space. Thank you, Kim Hart Crush! Zap! Destroy! Junk e-mail trembles before the might of Windows Live(tm) Mail beta. Windows Live tm Mail beta 3/21/2006 Chase, Sandy From: Kevin Broadie [kyim@mindspring.com] Sent: Tuesday, March 21, 2006 12:45 PM To: Spellman, Jana Subject: Sherwood Park Richard; I am asking for you support of the community in developing a new park from the old woodway school site. We do not need new homes, but all of the city would benefit from a park. When thay talk of great cities it is not the homes but the parks, open spaces, and communal areas that are mentioned. Help make our city even better than it is. Support the residents, not the builders. Kevin Broadie 22309 96th Ave W Edmonds, WA 98020 3/21/2006 Chase, Sandy From: Spellman, Jana Sent: Tuesday, March 21, 2006 1:43 PM To: Councilmember Wambolt; Council President Dawson; Councilmember Marin; Councilmember Moore; Councilmember Orvis; Councilmember Pritchard Olson; Councilmember Plunkett Cc: Haakenson, Gary; Chase, Sandy Subject: FW: Sherwood Park FYI - Jana -----Original Message ----- From: Frank Fanger [mailto:sherwood2@comcast.net] Sent: Tuesday, March 21, 2006 1:37 PM To: Spellman, Jana Subject: Sherwood Park As residents of the Robin hood/S herwood neighborhood, we urge you to support the purchase of the total school site for our community. The addition of a large number of homes, the sites for which will no doubt be compacted, will adversely affect this area. There are a number of traffic problems already existing, and the additional cars will make our streets even more dangerous. We lack safe sidewalks for children to walk on, and visibility at the awkward intersection by the cemetery and at the hill by the school is inadequate. If adding more residences will force the city to make street and sidewalk improvements, then those monies should be factored into the purchase. Asking a developer to make a "donation" puts all the power in his hands. This is not a good way to go. To residents of this area, this proposal is just as important as the building heights issue downtown. The council needs to give as much consideration to this project as they would any downtown project. If the City of Edmonds has a master plan for parks, this is one great opportunity to acquire a large parcel that requires no condemnations This quality of parcel is rare to come by. Please do not pass it up. In addition, the city should look at their needs for additional office space such as for the parks department. What a great opportunity to incorporate that into this site. Frank & Barbara Fanger 3/21/2006 Chase, Sandy From: Spellman, Jana Sent: Tuesday, March 21, 2006 1:50 PM To: Chase, Sandy; Marin, Richard Subject: FW: SAVE the old Woodway Elementary FYI - Jana -----Original Message ----- From: russell nash[mailto:russellnash333@yahoo.com] Sent: Tuesday, March 21, 2006 1:34 PM To: Spellman, Jana Subject: SAVE the old Woodway Elementary Dear Richard, Please do everything in your power to save the old Woodway Elementary from developers! ! ! This property is a perfect site for a badly needed park without MORE development/housing. This is a perfect opportunity for you to leave a positive legacy to the people of Edmonds! Thank you, Russell Nash Yahoo! Mail Use Photomail to share photos without annoying attachments. 3/21/2006 Chase, Sandy From: Spellman, Jana Sent: Tuesday, March 21, 2006 3:02 PM To: Marin, Richard Cc: Chase, Sandy; Haakenson, Gary Subject: FW: Sherwood Park FYI - Jana -----Original Message ----- From: Susan Harrington [mailto:susansharrington@yahoo.com] Sent: Tuesday, March 21, 2006 2:54 PM To: Moore, Mauri; deannadawson@yahoo.com; michaelppp98@yahoo.com; electpeggy@comcast.net; rrwambolt@msn.com; Spellman, Jana; daveandmartha.orvis@verizon.net Subject: Sherwood Park I am writing to ask you to support the purchase and establishment of Sherwood Park. You can always build houses for developer profit and the benefit of the few who will live in them, but this is your opportunity to consider the greater good of the whole community and create a space and place for all. Once those houses are built it will be too late. I also question why it is the Mayor who tells you the City cannot afford it --I understand that it is the Council who is reponsible for the City and for knowing its fiscal situation. I also urge you not to let Haakenson or any other pro -development interest convince you to let a developer trade a "pocket park" in return for the rezoning to build high -density (read condominium) housing. Thank you for your service to the City and please keep us citizens in mind when you make your decisions. Susan Harrington 23919 - 104th Avenue W Edmonds, WA 98020 206-542-4629 3/21/2006 RECEFIileD City of Edmonds MAR 2 1 2do6 Mayor Gary Haakenson EMONDS CITY CLERK Edmonds, Wa 98020 March 21, 2006 Audience City Council Meeting Public hearing were held to complete the annexation of Sherwood Village November 28, 1995 STATES " this is a change for Edmonds, let's see how the new Council does" only person whom spoke.(Alvin Rutledge) The effective date and time for the annexation as 12:01 AM on December 11, 1995 ordiance # 3053 motion carried. Today does City wants to be credited with assisting in the demise of our Neighborhood Park (sherwood village area) Hope to leave a legacy for our children, that the legacy the administration is planning on. CC: City Clerk C tizen Cibk Council Members Alvin t edge 7101 Lk Ballinger Edmonds, Wa 98026 425-776-7130 P/F NEED, FUNDING, DESIGN, AND ACTION PLAN EQUM? • BALLINGER: 2 Parks • NORTH: 4 Parks • MAPLEWOOD/5 CORNERS: 4 Parks • SEAVIEW: 6 Parks • BOWL (Excluding Waterfront): 6 Parks • SOUTH: No parks, none, really! Note: 5chools cannot be used as Parks during school days! 'bmitted by _ Alin Southcote-Want Presentation during Audience Comments — March 21, 2006 NEEDED By 2010: Neighborhood. Parks: 21 Acres Natural Open Space: 40 .Tres Baseball Fields:. 7 Fields Soccer Fields: 4 Fields AFFORDABLE? • REET-1 Revenue is dedicated to Parks • 2005 REET-1 Revenue: $1,400,000 Annual REET-1 obligations $670,000 2005 REET-1 Surplus: $730,000 1 AFFORDABLE? • The park would serve a variety of recreational needs. each eligible for Maintenance and Development Grants, as well as acquisition funding. • By applying for on -going reimbursement, we essentially get the park at f price. AFFORDABLE? YES! Purchase entire property and schedule debt service to increase in 2014. OR. EVEN BETTER. Purchase entire property and apply for Grants Fn subsequent years to reimburse expenditures ($500,000 10 $1,0170 CCII reimbursement available each year) f WOODS TRAIL — CONNECTION BASEBALL �Porking, Playground, Picnic & Other SOCCER Recreation I Y ►�' � 1 w7� Y� 2 i A ONCE IN A LIFETIME OPPORTUNITY lip �l 2 t. jj A When this park is gone . . , - it is gone forever! 3 Agenua Item No. 7 AM-302 Old Woodway Elementary School Edmonds City Council Meeting Date: 03/07/2006 Submitted By: Sandy Chase, City Clerk's Office Department: City Clerk's Office Committee: Action: Agenda Memo Subject Update on the old Woodway Elementary School property. Agenda Time: 15 Minutes Type: Information Previous Council Action Narrative Mayor Haakenson will provide an update regarding the status of the old Woodway Elementary School property. In addition, Administrative Services Director Dan Clements will give a report on possible funding sources (see Exhibit 1). Recommendation Revenue & Expenditures Fiscal Impact Attachments Link: Exhibit 1 _ Woodway Elementary Financin Update Form Routing/Status Route Seq Route Stop Approved By Date Status 2 City Clerk chase 03/03/2006 APRV 3 Mayor haakenson 03/03/2006 APRV 4 Final Approval chase 03/03/2006 APRV Form Started By: chase Final Approval Date: 03/03/2006 Final Print Date: ;.Of ED% City of Edmonds Gary HaakensonMayor 121 FIFTH AVENUE N. • EDMONDS, WA 98020 •425-771-0239 Dan Clements ADMINISTRATIVE SERVICES DEPARTMENT Director ANC. 3.g9q Deanna Dawson, Council President March 2, 2006 Edmonds City Council 121 Fifth Avenue North Edmonds, WA 98020 Reference: Woodwa Elemens qg Financing lr] -Date Dear Edmonds Councilmembers: Prior to the March 7 executive session on the Woodway Elementary property I wanted to review the background piece that was prepared for you last June, and up -date you on what has changed financially since that time. Our initial financing noted a potential $800,000 grant from Snohomish County if the originally intended use for these funds (22 acre purchase of Meadowdale wetlands above Lunds Gulch) was not realized. Brian McIntosh has been tracking these funds, and has informed us that these dollars have since been allocated. From a financial perspective, this would increase annual debt service some $64,200, from an estimated $237,500 to $301,700. The purchase pro forma continues to include a potential Interagency Committee for Outdoor Recreation (IAC) grant of $500,000, which at this juncture has not been secured. In June, we noted that if our real estate excise tax projection "trend turns out to be accurate, there should be sufficient funds available to finance the full 11 acre property purchase. However, there would be very few dollars available for other acquisition projects until after 2014, when City Hall bonds are paid off." The necessity of financing an additional $800,000 for the purchase would, quite obviously, create: 1.) Additional financial pressure on Fund 111; 2.) Result in even less flexibility for funding other programs, potentially beyond the 2014 retirement date of City Hall bands; and 3.) Increase the risk of having to use General Fund dollars to make debt service payments if the real estate market declines more that we have projected. Enclosed is a copy of the original June analysis. Staff will be present at the executive session to respond to any questions you may have. Sincerely, D" 0&0_14� Dan Clements Administrative Services Director Mayor Haakenson Brian McIntosh ► Incorporated August H, 1890 • Sister City — Hekinan, Japan EXHIBIT 1 of eAA10�a� City of Edmonds Woodway Elementary Property Acquisition Avc. 1 s-31) Administrative Services Department June 23, 2005 This correspondence will follow-up on a Council request to examine the feasibility of ,purchasing the old Woodway Elementary School site. Staff was asked to draft a letter of intent that could be submitted to the Edmonds School District, and present a set of op- tions for acquiring either all, or a portion of the site. Overview Staff have met with School District representatives, and we were apprised of the follow- ing information. 1. The District presently has seven offers for the site in excess of $7 million, includ- ing hazardous material disposal and building demolition. We believe the offers are in the neighborhood of $7.5 million, and adding demolition costs of $1 million the purchase transaction can be roughly valued at $8.5 million. 2. The District is only interested in selling the property, and they want top dollar for the site. While there is a policy that states the District may consider selling prop- erty to a City for 90% of "top dollar," there is no indication the District is inclined to discount the value of the property. Staff have prepared a draft first right of refusal (Attachment 1), which the Council may want to use as a basis for presenting a possible purchase offer. Purchase Options The City Council asked staff to review a number of scenarios for acquiring all, or por- tions of the Woodway Elementary School site. This information is presented in Figure 1 on the following page. Please note that these are preliminary estimates, and are all subject to negotiations with the school district and/or developer. In order to determine acquisition costs for neighbor- hood park options we have prorated costs based upon estimated purchase costs for the entire 11 acres. This approach assumes that, even if a developer makes a large donation of property, the City will still need to pay a portion of building demolition and hazardous material abatement costs. For additional infonnation contact Dan Clements at 425-771-0239 CAProjecls\Woodway Elementary\Woodway Elemenlary School Purchue doc Woodway Elementary PropertyAcguisilion, Page 2 FIGURE 1: WOODWAY ELEMENTARY ACQUISITION OPTIONS Iteril �.- N u E ISile- - = _ ',..-•a :ys'�er fi shund: si�:=�:=r �. , s..�-�'�', 5t, - .I-1"Elcresi _ 11;Aes:•s'.:.� -•4.. `'2Acre.. _ y.-. '�3:'.'cze .4��lter_es; - i'.(, �.:r--: - 8. Acquisition/Site Prep Cost $7,500,000 $7,500,000 $0 $681 8I8- $1 363,636 $4,090,909 $5,454,545 Demolition/Hazmat $1,000,000 $0 $18L818 $272,727 $363,636 $545,455 $727,273 Fundin : County: Council $1,240,000 $1,240 000 $0 $0 $0 $0 $0 Coun : Lund Gulch' $800 000 $800 000 $0 $0 $0 $0 $0 City: Fund 126 Acquisition $1,500,000 $1,500,000 $1,500,000 $1,500,000 $1,500,000 $1,500,000 $1,500,000 City: Fund 126 Balance $500,000 $500,000 $500,000 $500,000 $500,000 $500,000 $500,000 State: IAC' $500 000 $500,000 $0 $500,000 $500,000 $500,000 $500 000 Funding Surplus Deficit $3,96%000 $2,960 000 $1,818,182 $1,545,455 $772,727 $2,136,364 ($3 681 818 Debt Service: Annual Debt Service n/a $237 518 $0 1 $0 $0 $171,427 1 $295,439 Note: 1.) These funding sources are competitive grants and are not guaranteed funding. As can be seen, at this juncture staff estimates that the City would need to finance ap- proximately $3,960,000 for the full eleven acres, and nothing for the neighborhood park alternatives. Financing the Purchase Staff would recommend financing any of the Woodway Elementary property purchases from Real Estate Excise Tax revenue (Fund 126). FIGURE 2: REAL ESTATE EXCISE TAX 1 REVENUE FLOW S 1.20D.000 0.000 - I. 1 1ti00,6 0 970.52 . $900;A00 _ 88 AIL .454 900=0 92 ,000 74.8;557 . 796,71H EI E .50 703'J21 .. ... . $6Db;D00 632,e02 $300,000 $0 i ]999 2000 2001 2002 2003 2004 2005 2006 2003 2008 2009 2010 Since this revenue is generated from real estate activity, its growth can change dramati- cally from year to year. As the table above shows, the City has been in a strong growth Woodway Elementary Property Acquisition, Page 3 cycle since 2000. For conservative budgeting, we are predicting a flattening of the market in 2005, with a decline in 2006. If this trend turns out to be accurate, there should be sufficient funds available to finance the full 11 acre property purchase. However, there would be very few dollars available for other acquisition projects until after 2014, when City Hall bonds are paid off. Site Lay_ put In order to provide a site orientation, an aerial photograph of the Woodway Elementary and adjacent Woodway High School sites are provided in Figure 3 below. FIGURE 3: SITE LAY -OUT Closing Comments A final piece of information staff were asked to address was how much property tax would be generated if homes were constructed on the site. We received a figure of $500,000 per home, so each unit would generate approximately $1,900 in local property taxes. Using a figure of three dwelling units per acre, 11 developed acres would generate some $62,700, 9 acres (2 for a neighborhood park) $51,300, 8 acres (3 for a park) $45,600, and 7 acres (4 for a park) $39,900. Staff will be happy to respond to any ques- tions you have about this information. RECEIVED. MAR 0 Y 2006 10523 240th Place S. W. EDMONDS CITY COUNCIL Edmonds, WA 98020 February 27, 2006 Mayor Gary Haakenson, Council President Deanna Dawson and the Council Members, The possibility of the four acre park at the old Woodway school site sounds ideal in that many of us have wanted a neighborhood park, not a city park from the beginning. Two play fields and a place to meet would be perfect. Due to the financial situation of the city, this would be far more fair than "digging in our heels" and demanding eleven acres. Patrolling the larger size would also be very expensive. There already is a patern of `late' night activities. We do not want an all city dog park. Dogs off leash where children play are dangerous. The Klahaya Swim and Tennis Club provides tremendous parking problems when they have meets. I have written this in the past but it is important enough to repeat. The plan announced by Deanna Dawson and Mayor Haakenson for the four acres and its clearing is the most that we could hope for at this time. I hope that the council will support this. Thank you. Sincerely, Janet R. Robertson EDMONDS EDMONDS SCHOOL DISTRICT Nick J. Brossoit, Ed. D. 20420 68th Ave. W., Lynnwood, WA 98036-7400 Superintendent ts 425-670-7003 FAX 425-670-7182 S CH(OL littp://www.cdnionds.wednet.edu D I S T R I C T Includes Brier, Edmonds, Lynnwood, Mountlake Terrace, and Woodway July 16, 2005 DECEIVED Dan Clements, Director City of Edmonds J U L 1 9 2005 121 5"' Avenue North Edmonds, WA 98020 EDMONDS CITY CLERK Dear Dan, This is to confirm our conversation on Friday, July 15, 2005, regarding the City of Edmonds' interest in purchasing Old Woodway Elementary School. The District appreciates, but is not willing to accept, the Right of First Refusal agreement and offer put forward by t11e City to purchase the property at 90% of value. Our board of directors feels a keen obligation to all taxpayers in the five cities encompassed by the school district to maximize the value of the property to offset taxes otherwise required to support school construction needs. As described yesterday, however, we recognize and acknowledge the City's interest in procuring the property for open space. To provide time for the City to determine whether it wishes to make a 100% offer for the site, we are willing to delay our decision regarding sale of the property until March 1, 2006. After that date the District will move forward, as the funds from this sale will directly support school construction projects anticipated to begin in 2006. As part of this agreement, the District respectfitlly asks the City to approve our December 27,2004 request to amend the comprehensive plan to lift the "park" designation on the property. If the City buys the property, the change in designation does not hamper your use of the site. If the City does not choose to make a full offer, the property will be more readily developed by another party. As the Council deliberates this acquisition, please also make note that there are other options available to create a neighborhood park on the site. The City could offer to purchase a portion of the property for park purposes; also, several proposals received by the district include an offer by the developer to set aside space to create a neighborhood park at no cost to the City. Please let me know by August is1 if the City would like until March 1, 2006 to make a different offer on the property. Thank you for your assistance with this issue, Dan. Sincerely, Marla S. Miller Executive Director .OUR MISSION. To ADVOCATE for all students by PROVIDING a teaming environment which EMPOWERS students, staff and the community to MAXIMIZE their personal, creative and academic potential in order to BECOME lifelong learners and responsible world citizens. February 23, 2006 Name Address 1 Address 2 City, State, Zip Dear Name, I�ISTRI3tJ' i3 'IiiNCII. EDMONDS CITY COUNCIL Edmonds School District is ready to move forward with the sale of our Old Woodway Elementary School site (OWWE). With recent passage of our bond proposal, voters clearly affirmed the District's plan to use revenues from surplus properties to supplement the use of taxes to fund school construction. As you know from previous correspondence, the City of Edmonds was asked to notify the District by March 1, 2006 oftheir intent regarding the OWWE site. We received the attached letter from the City late last week, describing their preferences for the development of the site. They did not submit a purchase offer, but rather described their hopes and willingness to work with whoever purchases the property to meet their i nterests.: In addition to communicating the City's interests, the District has agreed to make potential buyers aware of the desire of Pacific Montessori School to continue to lease space in the OWWE building until June, 2007. This is clearly not something the District can guarantee, nor will we make it a condition of sale; we are simply sharing the information with potential owners of the property. On behalf of the District, please accept our appreciation for your patience as we worked through unique questions regarding this site. We are accepting purchase offers through March 31, 2006, at which time -we will begin the final process for transacting a sale that is in the best interests of the students and taxpayers of Edmonds School District. Please feel free to contact me (425.670.7036) or Mark Zandberg (425.670.7331) if you have questions. Sincerely, 1/ kl7W440,4 Marla S. Miller Executive Director Cc: Edmonds School District Board of Directors Ga y,Haakenson, Mayor of Edmonds, and Edmonds City Council CITY OF EDMONDS GARYHAAKENSON MAYOR CITY HALL • THIRD FLOOR 121 5TH AVENUE NORTH • EDMONDS,"WA 98020 • (425) 771.0247 • FAX (425) 7%rr02S1 OFFICE OF THE MAYOR 4r2c.1SWI February 14, 2006 Marla Miller, Executive Director of Business & Operations Edmonds School District #15 20420 68`I' Ave. W. Lynnwood, WA 98036-7400 Dear Marla, The City of Edmonds would ask that any offer accepted by the Edmonds School District for the sale of the old Woodway Elementary School include the following terms: 1. A four -acre park, completely built out to our specifications; the cost of improvements and land donated to the City of Edmonds. 2. Any residential housing to be constructed should be built under the current zoning code, which is RS-8. 3. The City will require a drainage easement of approximately 6,000 square feet to allow for a stormwater infiltration system along the south property lines, as well as a smaller easement on the north side of 2,500 square feet. The City is willing to work with any developer in the design of their stormwater system to use the City's infiltration system. The City of Edmonds will be happy to work with any developer chosen by the Edmonds School District as the buyer of the property. Sincerely, Gary Haakenson Mayor GHVbc CAMayor06\ESDMiIIerL1r.doc 11 • Incorporated August 11, 1890 • f`- i r+•� Tr -I.- - -- T-- -- ti DF EU,1f,: City of Edmonds Woodway Elementary Property Acquisition Administrative Services Department June 23, 2005 This correspondence will follow-up on a Council request to examine the feasibility of purchasing the old Woodway Elementary School site. Staff was asked to draft a letter of intent that could be submitted to the Edmonds School District, and present a set of options for acquiring either all, or a portion of the site. Overview Staff have met with School District representatives, and we were apprised of the follow- ing information. 1. The District presently has seven offers for the site in excess of $7 million, includ- ing hazardous material disposal and building demolition. We believe the offers are in the neighborhood of $7.5 million, and adding demolition costs of $1 million the purchase transaction can be roughly valued at $8.5 million. 2. The District is only interested in selling the property, and they want top dollar for the site. While there is a policy that states the District may consider selling prop- erty to a City for 90% of "top dollar," there is no indication the District is inclined to discount the value of the property. Staff have prepared a draft first right of refusal (Attachment 1), which the Council may want to use as a basis for presenting a possible purchase offer. Purchase Options The City Council asked staff to review a number of scenarios for acquiring all, or portions of the Woodway Elementary School site. This information is presented in Figure 1 below. Please note that these are preliminary estimates, and are all subject to negotiations with the school district and/or developer. In order to determine acquisition costs for neighbor- hood park options we have prorated costs based upon estimated purchase costs for the en- tire 11 acres. This approach assumes that, even if a developer makes a large donation of property, the City will still need to pay a portion of building demolition and hazardous material abatement costs. For additional information contact Dan Clements at 425-771-0239 C:\Documents and Settings\chase\Local Settings\Temporary Internet Files\OLK60\Woodway Elementary School Purchase.doc Woodway Dem....ary Property Acquisition, Page 2 FIGURE 1: WOODWAY ELEMENTARY ACQUISITION OPTIONS Item Full Site 11 Acres Neighborhood Park 2 Acres 3 Acres 4 Acres Acquisition/Site Prep Cost $7,500,000 $0 $681,818 $1,363,636 Demolition/Hazmat $1,000,000 $181,818 $272,727 $363,636 Funding: $0 County: Council $1,240,000 $0 $0 $0 County: Lund Gulch' $800 000 $0 $0 $0 City: Fund 126 Acquisition $1,500,000 $1,500,000 $1,500,000 $1,500,000 City: Fund 126 Balance $500,000 $0 $500,000 $500,000 State:IAC' $500,000 $500,000 $500,000 $500,000 Funding Surplus (Deficit) -$3,960,000 $1,818,182 $1,545,455 $772,727 Annual Debt Service: $318,000 $0 $0 $0 Note: 1.) These funding sources are competitive grants and are not guaranteed funding. As can be seen, at this juncture staff estimates that the City would need to finance ap- proximately $3,960,000 for the full eleven acres, and nothing for the neighborhood park alternatives. Financing the Purchase Staff would recommend financing any of the Woodway Elementary property purchases from Real Estate Excise Tax revenue (Fund 126). FIGURE 2: REAL ESTATE EXCISE TAX 1 REVENUE FLOW $1,200,000978, 0,000 � 98 Since this revenue is generated from real estate activity, its growth can change dramati- cally from year to year. As the table above shows, the City has been in a strong growth Woodway Elem --ary Property Acquisition, Page 3 cycle since 2000. For conservative budgeting, we are predicting a flattening of the market in 2005, with a decline in 2006. If this trend turns out to be accurate, there should be sufficient funds available to finance the full 11 acre property purchase. However, there would be very few dollars available for other acquisition projects until after 2014, when City Hall bonds are paid off. Site Lay -Out In order to provide a site orientation, an aerial photograph of the Woodway Elementary and adjacent Woodway High School sites are provided in Figure 3 below. FIGURE 3: SITE LAY -OUT f a }1 r M MC �. z. .ri :fir y. !�•l� v .i ;�,; .�-� ��!•.'' �•, � .}Jry+�13 �7J VIC. r' "1s' • �� :tlia ti : i! ! 'xi a�� ] xilt ?+�iL�S. 1 _." i fir! ��w_ wC��►._ av Elementary Z' VVOOdWW FAIR TR - =r.H—.ate i4 r.. 1 �• I MA Feel 0 175 0 350 Closing Comments A final piece of information staff were asked to address was how much property tax would be generated if homes were constructed on the site. We received a figure of $500,000 per home, so each unit would generate approximately $1,900 in local property taxes. Using a figure of three dwelling units per acre, 11 developed acres would generate some $62,700, 9 acres (2 for a neighborhood park) $51,300, 8 acres (3 for a park) $45,600, and 7 acres (4 for a park) $39,900. Staff will be happy to respond to any ques- tions you have about this information. Woodway Elemt, . ary Property Acquisition, Page 4 Appendix 1: RIGHT OF FIRST REFUSAL AGREEMENT made the dated , 20 , between the Edmonds School District, Grantor, and the City of Edmonds, Washington, Grantee. In consideration of the payment of by Grantee to Grantor, the receipt of which is hereby acknowledged, by check subject to collection, the parties agree as fol- lows: 1. Right of first refusal. Grantor grants to Grantee a right of first refusal for the pur- chase of the real property located in the City of Edmonds, Snohomish County, State of Washing- ton, more particularly described in the annexed Exhibit A (The Property). Grantor and Grantee agree that if Grantor receives a bona fide offer from a financially responsible third party for the purchase of all or any part of the Property, which offer Grantor is willing to accept, Grantor will give Grantee written notice thereof, and will send Grantee a copy of the proposed contract of sale to such third party. Grantee shall have the right for ten (10) business da s after the receipt of such notice to enter into a contract for the sale of the Property at of the same price and on the same terms as contained in the proposed contract of sale to the third party, which right of Grantor shall be paramount to the rights of the third party. If Grantee fails to ex- ercise any such preemptive right within the time herein specified, Grantor shall be at liberty to enter into a contract for the sale of the Property with the third party at the same price and on the same terms as contained in the proposed contract of sale sent to Grantee. 2. Term of right offirst refusal. This right of first refusal shall continue in effect until the conveyance of the Property in fee simple to Grantee or to a third party pursuant to the right of first refusal described above. If the Property is not conveyed in fee simple to Grantee or to a third p ursuant to the right of first refusal described above, the right of first refusal shall ex- pire at Upon the termination of this right of first refusal, either by a conveyance of the Property or by expiration, Grantee shall deliver to Grantor a signed and ac- knowledged document stating that this right of first refusal has terminated and that Grantee ex- pressly relinquishes all rights under this right of first refusal agreement. 3. Grantor's right to encumber and lease. Notwithstanding anything to the contrary contained in this agreement, Grantor shall have the right during the term of this right of first re- fusal to mortgage or otherwise encumber the Property and to grant leases for all or parts of the Property, as Grantor sees fit; however, Grantor may not grant any lessee an option to purchase all or part of the Property. 4. Warranty of title. Grantor warrants and represents that Grantor is the sole owner of good, fee simple, marketable title to the Property and has full authority to grant this right of first refusal. Woodway Elem,_...ary Property Acquisition, Page 5 5. No assignment by Grantee. Grantee may not assign its rights under this right of first refusal agreement. Any direct or indirect assignment of Grantee's rights under this agree- ment shall automatically terminate this right of first refusal and all of Grantee's rights hereunder. 6. Broker. The parties warrant and represent that no broker brought about or partici- pated in this right of first refusal agreement or transaction. Grantee shall indemnify and hold Grantor harmless against all liabilities and expenses (including, without limitation, reasonable attorneys' fee) arising from any claims for brokerage on this transaction based on any act of Grantee. The warranties, representations and agreements contained in this paragraph shall sur- vive any conveyance of the Property pursuant to this right of first refusal agreement. 7. Recording. This agreement shall be executed in recordable form, and if Grantee elects, may be recorded at Grantee's expense with the Snohomish County Recorder. 8. Binding effect. This right of first refusal shall be binding upon and inure to the benefit of the parties and their respective representatives, successors and assigns. 9. Headings. Headings in this agreement are for convenience only and shall not be used to interpret or construe its provisions. 10. Governing law. This agreement shall be governed by and construed in accordance with the laws of the State of Washington. 11. Counterparts. This agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. 12. Entire agreement. This agreement supersedes all prior agreements between the parties with regard to the subject matter hereof, and there are no other understandings or agree- ments between them. This agreement can only be modified by a written instrument signed by both Grantor and Grantee. 13. Notices and correspondence. All notices and correspondence shall be sent by cer- tified mail, return receipt requested, to the parties hereto at the following addresses: If to Grantor, to: Street, City of , State of If to Grantee, to: Dan Clements, Finance Director, City of Edmonds, 121 5th Avenue North, Edmonds, Washington Either party may change the above address by sending a certified letter, return receipt requested, to the other party setting forth such changed address. In witness whereof the parties hereto have executed and delivered this agreement the day and year first above written. Woodway Elem�...ary Property Acquisition, Page 6 Grantor: EDMONDS SCHOOL DISTRICT By: Its: STATE OF WASHINGTON ) COUNTY OF SNOHOMISH ) On this day appeared before me , the of the Edmonds School District, and stated that he/she is author- ized to execute this document on behalf of said corporation for the uses and purposed herein mentioned. DATED: ATTEST/AUTHENTICATED: L'a Sandra S. Chase, City Clerk APPROVED AS TO FORM: 0 W. Scott Snyder, City Attorney NOTARY PUBLIC Printed Name: My Commission expires: Grantee: CITY OF EDMONDS 10 Mayor Gary Haakenson id waodway 9. DISCUSSION ON THE .POSSIBLE ACQUISITION OF ALL OR PART OF THE OLD E]clnentary WOODWAY ELEMENTARY SITE In response to Mr. Hertrich's remarks under Audience Comments, Mayor Haakenson invited anyone with questions/comments about his thoughts on the acquisition of Woodway Elementary School to call or email him. Parks, Recreation and Cultural Services Director Brian McIntosh responded to the following questions raised by the Council at the June 7 meeting: Possible Fundine Sources: ♦ Application to Snohomish County for Mitigation Funds - Snohomish County Parks staff have the ability to act on projects that meet the goals of the County Comprehensive Parks Plan. Acquisition of the entire site would help meet the goals of the County for this area and would be eligible for these funds. County staff could recommend up to $1.24 million at this time toward purchase and additional mitigation funds if they became available. The staff recommendation would be to the County Parks Board for approval and then to the County Executive and County Council for consideration. An Interlocal Agreement would complete the process. ♦ Parks Acquisition Fund 126 (BEET 1) REET 1 collection 2001-2003: approximately $750,000/year REET 1 collection 2004: $978,000 REET 1 collection 2005: similar to 2004 levels Debt service paid from this fund on City Hall, Marina Beach, library roof and the PSCC purchase will be $736,000 this year and reduced to $668,000 for the next ten years until City Hall debt service is paid off. Long range purchasing priorities from this fund continue to be waterfront/tidelands access, Old Woodway Elementary School, neighborhood park in Meadowdale Heights/north end and miscellaneous open space. Considerations: This fund is doing well with current housing market but can be volatile. Possible matching grant funds for up to $500,000 from State IAC grants. ♦ Parks Improvement Fund 125 (BEET 2) - REET 2 collection is similar dollar amounts to REET 1 but is not encumbered by debt service. This fund is used for citywide improvements in all parks which include restroom renovations, play structure replacements, drainage improvements and recent projects such as Marina Beach renovation. Projects are prioritized in the CIP. Larger incoming projects include the Interurban Trail development and the proposed skate park. If the entire 11 acre site were purchased and fully developed, the costs would be $1.1- $1.4 million which would include design, permitting project management and standard amenities including two playfields, play structure, basketball, tennis, restrooms, shelters, trails, paths, open turf areas, landscaping and parking. The costs could be put on hold or phased in as development resources became available. Development of a smaller 2-4 acre park site with standard amenities would be $100,000 - $600,000. Consideration: Possible matching grant funds from IAC for development but they cannot be applied for during the same year as an acquisition application. ♦ Conservation Grants - Generally used for natural and open space preservation of farmland, steams, river trails and corridors. ♦ Private Foundations - The larger foundations in this area are usually for specific goals: Gates — education, Allen — health, Bullitt — natural, physical environment, Weyerhaeuser — support communities they are located in (pool in Federal Way) ♦ State Capital Budget for Local/Community Projects - Pursue funding through local legislators outside the IAC process. Maintenance Costs - Maintenance costs for a fully functioning 11 acre park with standard fields and amenities would be approximately $65,000 per year. Costs include labor, vehicles, supplies and Edmonds City Council Approved Minutes June 28, 2005 Page 9 equipment. To maintain the 11 acre site in its current condition with minimal maintenance and no major improvements would be approximately $8,000 per year. Maintenance Costs for a fully functioning 4 acre park would be $20,000 per year and $10,000 per year for a 2 acre park. Costs include labor, vehicles, supplies and equipment. Conflicts/Competition for Same Dollars with Old Woodway High School - There are no acquisition funds needed for the old high school site. The property is owned by the School District with deed restrictions requiring the site be used for educational and/or recreational purposes. Both the elementary and high school sites require development/improvement funds. As a partner in the development of the old high school site, Fund 125 for park improvements would be the City funding source. State IAC grant applications would likely accompany all phases of this project. Demolition Costs - The School District recently demolished 2 elementary schools, Martha Lake approximately 5 years ago and Esperance Elementary 3 years ago. A fire partially destroyed the Martha Lake School which resulted in an emergency situation to expedite the demolition process and allowed the district to reduce overhead and work in a time and materials mode. Cost of demolition was $421,000. The Esperance School, with sections built in the 1930's, created many more challenges and final costs were $1.19 million. Councilmember Wilson asked how the Old Woodway Elementary School was identified in the current Comprehensive Plan. Mr. McIntosh answered it was listed as a neighborhood park. Councilmember Wilson noted a neighborhood park was also identified for the Meadowdale Height area. Mr. McIntosh answered that park would be second in a list of priorities; the area was identified as lacking but there was currently no property identified. Councilmember Wilson asked how a neighborhood park was defined in the Comprehensive Plan. Mr. McIntosh answered there were 10 neighborhood parks in the City ranging from 1 acre to 5.5 acres. A neighborhood generally drew from a'/2 mile walking radius. Councilmember Wilson asked whether the Comprehensive Plan identified a size for neighborhood parks, commenting the existing neighborhood parks tended to be smaller than the Woodway Elementary School site. Mr. McIntosh answered because Edmonds is largely a built community, many of the parcels were smaller and averaged approximately 2 acres in size. Councilmember Wilson commented much of the public comment supported the City purchasing the entire 11 acre site to obtain the full use of the site. What position would this put the City in should the residents in Meadowdale want a park of a similar size. Mr. McIntosh doubted that a property of that size would become available in that area. In areas that were underserved, the City generally entered into a capital partnership with the elementary schools to enhance the school sites to serve as a neighborhood park. Councilmember Wilson referred to comments from the public that ranged from retaining the fields to using the property for passive recreation. Mr. McIntosh answered that given the size and location, all those uses could be accommodated within the park. Councilmember Wilson asked whether there was any reason to demolish the buildings such as the presence of safety hazards or the age of the building. Mr. McIntosh stated the buildings were constructed in the 1950s and had been used until a few years ago. The buildings would need to be evaluated in order to make a determination whether they could be retained. If the buildings were retained as a community center, the costs for maintenance and operation would be much higher. Councilmember Wilson asked whether the $1.1-$1.4 million estimate for improvements included any infrastructure such as sidewalks to reach the park, signalization to accommodate increased use of the fields, etc. Mr. McIntosh answered the cost estimate was for park improvements only. Edmonds City Council Approved Minutes June 28, 2005 Page 10 Councilmember Moore questioned the $8,000 estimate to maintain the park as it is now. Mr. McIntosh stated the City did minimal maintenance during the summer months when the fields are rented. The City has an Interlocal Agreement with the school district for those fields and a few others to provide maintenance during the season. Councilmember Moore inquired about the amount of rental the City received from field rental and the Montessori School. Mr. McIntosh was not certain the amount of rent paid by the Montessori School but estimated the field rent at $3,00045,000. Councilmember Moore concluded the net maintenance costs then would be less than $8,000. Councilmember Moore asked where a 2-acre park might be located if the remainder of the site were developed with housing. Mr. McIntosh anticipated the park would be in the southeast corner. Councilmember Moore noted under that scenario, houses would replace the fields. She inquired about the size of the greenbelt. Mr. McIntosh answered the location of the park and the size of the greenbelt would depend on what portion of the site the City obtained and what portion a developer obtained. Administrative Services Director Dan Clements displayed an aerial map of the area, identifying the former Woodway Elementary School and the former Edmonds-Woodway High School site. He reviewed the following funding scenarios requested by the Council: Item Acquisition/Site Prep Cost Demolition/Hazmat County: Council County: Lund Gulch* City: Fund 126 City: Fund 126 Balance State: IAC Funding Surplus )ebt Service Annual Debt Service Full Site eighborhood Park 11 Acres 11 Acres 2 Acres 3 Acres 4 Acres 6 Acres 8 Acres $7,500,000 $7,500,000 $0 $681,818 $1,363,636 $4,090,909 $5,454,545 $1,000,000 $0 $181,818 $272,727 $363,636 $545,455 $727,273 $1,240,000 $1,240,000 $0 $0 $0 $0 $0 $800,000 $800,000 $0 $0 $0 $0 $0 $1,5 0 00,000 $1,500,000 $1,500,000 $1,500,000 $1,500,000 $1,500,000 $1,500,000 $500,000 $500,000 $500,000 $500,000 $500,000 $500,000 $500,000 $500,000 $500,000 $0 $500,000 $500,000 $500,000 $500,000 ($3,960,000) ($2,960,000) $1,818,182 $1,545,455 $772,727 ($2,136,364) ($3,681,818) $318,000 $237 518 $0 $0 $0 $171,427 $295,439 * These sources are not guaranteed funding During his review, Mr. Clements explained the school district indicated they have received seven offers over $7 million; thus an acquisition cost of $7.5 million (prorated for the smaller acreages) was used in the above scenarios. He relayed staffs understanding that the County Council funding would not be available for purchase of smaller portions of the site. Mayor Haakenson clarified any park land provided by a developer would be as mitigation. With regard to a question regarding the stability of REET as a repayment source, Mr. Clements advised finance staff felt the purchase of the entire site could be funded although it would limit future purchases such as an acquisition in the Meadowdale area. Councilmember Moore pointed out if the City purchased the entire 11 acre site and another opportunity arose in the future, the City could sell a portion of the 11 acre site to purchase property elsewhere. Mr. Clements acknowledged that was a Council option. Mayor Haakenson clarified once the park was 11 acres, it would be difficult to sell a portion of it to purchase property elsewhere. Councilmember Dawson asked whether staff had approached Woodway about a joint partnership to purchase the property. Mr. Clements answered no. Mayor Haakenson cautioned if Woodway contributed to the purchase, they would want a walkway/path to the park, an issue that had been argued in the past. Councilmember Dawson found it worthwhile to explore having Woodway provide some funding, particularly since Woodway residents likely used the property as much as Edmonds residents. Edmonds City Council Approved Minutes June 28, 2005 Page 11 Councilmember Wilson referred to Mayor Haakenson's memo that referenced funding via Representative Sullivan and asked whether that was included in the funding scenarios. Mr. Clements answered it was not included. Councilmember Wilson pointed out to obtain that funding, the fields would need to be lighted. Councilmember Plunkett thanked the Mayor and staff for researching funding scenarios, commenting until about 11:00 a.m. today, the Council did not know the revenue stream to acquire more acreage existed. He concluded where the funding could be identified had been resolved; the question was now how much property to purchase. Councilmember Moore commented she had not heard anything that would dissuade her from pursuing purchase of the 11 acres, noting there were a number of uses that were dependent on acquiring the entire parcel including the open space and the wooded greenbelt. Breaking up the land between development and park would radically alter the current uses on the site and likely result in the loss of the greenbelt and fields. She did not favor demolishing the building or doing any development immediately. Having just read the Park Comprehensive Plan, she did not find acquiring the 11 acres to be inconsistent with the Park Comprehensive Plan. She expressed support for the City providing a Right of First Refusal to the Edmonds School District and using REET funds to finance the purchase. In the event another opportunity arose in the future, she cautioned the Council may need to make another difficult decision such as considering the sale of a portion of the site. Councilmember Dawson expressed her support for providing a Right of First Refusal to the Edmonds School District. She did not support demolishing the buildings at this time as there may be some use of the buildings that may lead to other grant opportunities. She asked whether the Right of First Refusal would be a 90% offer to the school district which they can offer to the City. She was inclined to submit a Right of First Refusal for 90% of the purchase price, pointing out a developer would not be able to complete the purchase for years due to the number of processes and contingencies that would be necessary. The school district may find that having the money in hand from the City may be more valuable than having the funds from a developer in 2+ years. She also recommended residents in the area encourage the school district to sell the property to the City so it could be retained as open space. Councilmember Olson agreed with submitting a Right of First Refusal for 90% of the purchase price. If the City did not purchase the property and it was sold for development, it would be lost forever. Council President Marin and Councilmember Orvis agreed. If the Council wanted to pursue purchasing the property, Mr. Clements suggested an appraisal be done. COUNCILMEMBER DAWSON MOVED, SECONDED BY COUNCIL PRESIDENT MARIN, TO DIRECT STAFF TO PREPARE A RIGHT OF FIRST REFUSAL FOR SUBMITTAL TO THE EDMONDS SCHOOL DISTRICT WITH THE FIRST BLANK, AMOUNT OF PAYMENT, COMPLETED WITH $1,000; THE SECOND BLANK, PERCENTAGE OF THE PRICE, COMPLETED WITH 90%, AND THE THIRD BLANK, DATE OF EXPIRATION, COMPLETED WITH OCTOBER 1, 2005, AND DIRECT STAFF TO BEGIN THE PROCESS OF OBTAINING AN APPRAISAL ON THE SITE. MOTION CARRIED UNANIMOUSLY. Mayor Haakenson declared a brief recess. Design 10. WORK SESSION ON DESIGN GUIDELINES 3uidelines Planning Manager Rob Chave explained staff used the 2001 Design Guidelines draft that contained a process section, a site design and two sections regarding buildings — building form and building fagade — and a landscape section. He relayed Mr. Hinshaw's suggestion to retain the site design, landscaping and process as code sections and have the two sections on buildings in the design guidelines. Mr. Chave referred to Exhibit 1 in the packet that were code sections, explaining the site design section was divided Edmonds City Council Approved Minutes June 28, 2005 Page 12 Don Kreiman, 24006 95"' Place W, Edmonds, asked what the cities of Mountlake Terrace, Lynnwood, Issaquah, Bothell, Redmond, Everett, Mercer Island and nearly every city in the Puget Sound area had that Edmonds did not have? He answered money for roads and walkways. He noted other City Councils understood it was their fiduciary responsibility, even though they too lost funds to I-776, to find a way to fund those items. This was not a surprise to Council, recalling staff had been warning the Council, three times in over eight months, on August 24, 2004, at the Council retreat and again on April 5, 2005. He Capital Improvement recalled on April 5, 2005, staff presented a Capital Improvement Plan (CIP) that the Planning Board had Plan denied approval because funding was inadequate for road and building maintenance. The Planning Board Chair also made an unprecedented appearance at the City Council meeting to explain that the City was unable to meet its Comprehensive Plan objectives. Further, during audience comments, a former State Representative told the Council it was too late this year if they were waiting for help from the State legislature. However, the pleas from staff, the Planning Board, citizens, the Planning Board Chair and the 1Do—to— former State Representative went unheeded and the Council continued to ignore its responsibilities and ]Height Limits approved a dysfunctional CIP. He concluded the Council continued to fiddle with design guidelines that the Planning Board returned to them nearly three years ago and may even pass downtown height limits that two consultants, the Planning Board, developers and property owners have stated will stop redevelopment. He questioned whether the Council knew where they were leading the city. 'School Roger He rich, 1020 Puget Drive, Edmonds, commented regarding Agenda Item 12. He stated parks District were a tradition in Edmonds and it was essential that the City acquire as much park property as possible. ProperLy With regard to how to finance the acquisition, he noted the Edmonds School District could lease the property to the City as they did the civic center playfields. The neighborhood park designation was retained for the property when it was transferred to the City following annexation; a 3-acre minimum was required under Snohomish County's regulations. He referred to a Snohomish County funding source for parks that should be considered. He noted the Comprehensive Plan designated the property as a park; any change in the designation required Council approval and any offer on the property was contingent on a Comprehensive Plan change. He urged the Council not to restrict themselves to a 2-acre piece when they had the ability to acquire all the property. He expressed concern with Mayor Haakenson's indication that he did not want to expend any more staff time on seeking funds until the Council made a decision. He noted staff should have been seeking funding sources over the past year because they were aware of the school district's plans to sell the property. He concluded grant funds were available via Snohomish County's mitigation fund, the Paul Allen Foundation and/or the Tulalip Tribe. If the Council was unable to obtain information from staff or Mayor Haakenson, he recommended hiring Arvilla Ohlde who is assisting the PFD with grant writing. e of July Councilmember Plunkett commented Edmonds 41h of July was felt by many to be the best 4th of July celebration in the State and there was not a person or Councilmember who wanted to sacrifice the event. He expressed interest in the Council considering the Chamber of Commerce's request for $2,000. Id woodway 12. PRESENTATION ON POSSIBLE ACQUISITION OF ALL OR PART OF OLD WOOdWAY Elementary ELEMENTARY SITE Site Mayor Haakenson read the following narrative contained in the Council packet: As you are aware, the Edmonds School District is in the process of selling some parcels of land that they have deemed surplus. The ex -Wood -way Elementary School is one such property. The District has received offers on the property. They are now coming to the City in order to give us the opportunity to possibly purchase all or part of the site. As you know, City staff has been working with the District for several months in an effort to secure all or part of the site for a park. The District has been very accommodating and helpful in these discussions. The District is not permitted by state law to donate property to the City. They also have a responsibility to all taxpayers in the District to use properties for the benefit of all students. Giving property away, even if they could, would not be a fiscally responsible action. Edmonds City Council Approved Minutes June 7, 2005 Page 14 Tonight, I am asking you to give staff direction on how to proceed. It is my desire and I believe yours, to at a minimum, create a neighborhood park at that location. A neighborhood park, as staff envisions it, is about two acres in size, has a baseball field/soccer field, a children's play area with climbing structures, some benches, and some lawn area. This would be almost identical to the Pine Street Playfield. There is no question that a park such as this or more is needed in this Edmonds neighborhood. In your packet you have copies of the Parks and Open Space Comprehensive Plan that speak to neighborhood parks, community parks, and regional parks as well as a map of the city showing where our park needs are. Also included is an aerial photo of the neighborhood and school site. The policy question before you is not how to come up with the money to purchase the site. The question that you need to answer is, "What do you want to happen there? " Do you want housing; do you want a completely wooded, unimproved site; do you want a sports complex; do you want a park and, if so, what size? What does the zoning call for? Once you have determined your policy for that location, then it will be up to staff to give you information on costs to implement your policy. Here are a few thoughts to guide you after you have determined your policy. While the price of the parcel and any negotiating terms we would consider should be the subject of an executive session, I will share with you that the District has received many offers for the parcel around the value placed on the property by their consultant, which as I recall, was around $7 million. All of those making offers are aware that a park needs to be accommodated on the site along with any housing. We currently have $1.3 million in our park acquisition fund. I have reported to you previously on staff attempts to find grant funding, and the only option available to us is an IAC matching grant up to $500, 000 for which we cannot apply until next spring and which, if we won the grant, would be awarded in .Tune of 2006 At the Council's request, I have spoken to the representative of the Cascade Land Conservancy and they are not interested in the entire parcel. They only are willing to meet with the developers to ensure that a small park is retained on the site. They are able to negotiate with a potential developer, however, with less leverage than the City has, so it is unlikely they will be of any help. There has been some talk that the County has money to help in this endeavor, but according to park staff they do not have money to use for acquisition, so they are unable to help as well. Since that time, as Mr. Hertrich indicated, the County Council has advised there is $2 million in a fund dedicated for south county and there is a possibly the City could tap into some of those funds. There have been other suggestions of possible donors, none of which have a history of purchasing land for parks and frankly I am unwilling to expend any more staff time pursuing grants until the Council gives us direction on whether they are interested in a neighborhood park, a regional park, or no park at that location. In addition to land costs, we could also incur development costs for a neighborhood park in the area of $250, 000 per acre. If you are concerned about the usefulness of playfields, keep in mind that the school district is spending $9.5 million from bond proceeds upgrading the drainage and irrigation and improving the turf at 15 school fields, which will increase the ability of those fields to be used in inclement weather. Finally, while I am still working on the details, I am working on a major partnership to upgrade the fields at the old Edmonds- Woodway High School which will add to the inventory of fields in the area. As I have also mentioned to you previously, Marina Beach Park was purchased by the City for approximately $4 million and that is the only major parkland purchased by the City in 20 years. Parks & Recreation Director Brian McIntosh explained he had not been at liberty until late last week to discuss the partnership to upgrade the fields at the old Edmonds-Woodway High School. He recalled there were two major needs in this neighborhood reflected in the Comprehensive Plan, a neighborhood Edmonds City Council Approved Minutes June 7, 2005 Page 15 park and a community park. The old Edmonds-Woodway High School site had been proposed as a community park that would include a 4-plex — two baseball/softball fields and two soccer fields — as well as trails and other amenities. The two existing ballfields at that site were nearly unplayable. The five partners were planning to meet again on June 23 when the District would provide conceptual plans and costs. The fields were envisioned to be field turf. He noted the old Edmonds-Woodway High School site was adjacent to the old Woodway Elementary which had the potential to be a terrific neighborhood park. He encouraged the Council to consider the big picture in that neighborhood — a community park and a neighborhood park. The City had traditionally sought IAC grants which were available for acquisition or development. He anticipated using any IAC grant funds to offset the purchase price of all or part of the old Woodway Elementary School site. With regard to the old Edmonds-Woodway High School site, he noted the partners included user groups with available funds. He commented on the ability to generate revenue via the complex for ongoing maintenance and operation of the fields. Councilmember Plunkett commented Mayor Haakenson's memo indicated the District was giving the City the opportunity to purchase all or part of the site. He inquired about the timeframe of this "opportunity." Mayor Haakenson answered next month. Councilmember Plunkett questioned whether the City actually had considerably more time insofar as a Comprehensive Plan amendment would be required. Development Services Director Duane Bowman answered the District could enter into a real estate contract with a potential buyer; the District has docketed a Comprehensive Plan amendment for the old Woodway Elementary School site. He assumed a Comprehensive Plan amendment would be one of the contingencies in a Purchase and Sale Agreement. Mayor Haakenson explained the District was giving the City an opportunity to purchase all or part of the site. Councilmember Plunkett clarified the District was giving the City the opportunity to purchase the property within 30 days, after that time, the City would need to deal with a developer. Councilmember Plunkett referred to an email the Council received from a member of the community on May 31. He asked whether the Council had participated in any executive session in regard to the purchase of this property to which Council President Marin replied no. Council President Marin also answered no to Councilmember Plunkett's question whether the Council had rejected the District's offer to sell the property to the City. Councilmember Plunkett inquired whether the partnership Mayor Haakenson referred to in his memo would involve money. Mayor Haakenson answered it would involve money from all partners which would include the City although he would prefer the City's contribution be via field maintenance and field scheduling. The groups he was working with were willing to provide the necessary funding. With regard to the Cascade Land Conservancy, Councilmember Plunkett questioned since the entire parcel was not wooded, would the Conservancy consider providing a grant to retain the property as is. Mayor Haakenson answered the most recent information indicates they are not interested in the entire parcel; they were only willing to meet with a developer to ensure a small park was retained on the site. Councilmember Plunkett recalled reference was made at one time that the City might need homes in this area to meet GMA requirements. He asked for confirmation from staff that the City was meeting GMA requirements now and that homes in this area were not necessary. Mr. Bowman answered the City was meeting GMA targets, however, any additional population would assist with meeting those goals. Councilmember Plunkett asked whether it would be beneficial to hire Arvilla Ohlde during the next 30 days to assist with identifying funding opportunities. Mayor Haakenson answered staff would do whatever the Council directed; if the Council wanted to hire Ms. Ohlde and provid the funds, staff would hire her. Mr. Bowman agreed Ms. Ohlde was knowledgeable about parks and recreation grants and there potentially could be some benefit in hiring her as a consultant should the Council make that decision. Edmonds City Council Approved Minutes June 7, 2005 Page 16 Councilmember Plunkett expressed interest in how a purchase of the entire site could be financed, not why the City could not do it. He asked whether the Finance Department could identify options and scenarios for financing a purchase of 11 acres, 4-7 acres, or less than that. He noted the options would need to address the budget consequences. Assistant Administrative Services Manager Kathleen Junglov answered staff could provide that information. Councilmember Wilson asked whether there had been any discussion with the District regarding the price and whether it would be the same as the price for a private developer. Mr. McIntosh answered the District had not really discussed price at all; as an intergovernmental agency, the District could sell the property to the City for 10% less. Councilmember Wilson asked which of the two sites would be more conducive to field development, taking into consideration access, roads, infrastructure to support the use, etc. Mr. McIntosh stated the old Edmonds-Woodway High School was more appropriate for a regional athletic facility because of the 16 acre size which could accommodate a 4-plex, parking was already available and the 50-foot buffer around the perimeter on three sides of the site would shield any lighting that may be installed in the future. Councilmember Wilson inquired about the short and long term budgetary impacts of developing both sites. Mr. McIntosh anticipated the old Edmonds-Woodway High School site would generate enough revenue to cover field maintenance and operations and a fund for replacement of the turf. The level of maintenance on the 11 acre old Woodway Elementary School site would depend on how it was developed. He explained a 2-acre neighborhood park required approximately 200 man hours per year or approximately $6,000 — 7,000 plus materials, perhaps a total of $10,000. He reported a very minimal study of the 7-acre park in Esperance estimated maintenance costs of $60,000 per year. He commented the acquisition of any large property that required field mowing would require the purchase of equipment as the department was currently maxed out on its mowing capabilities with the existing equipment. Councilmember Wilson commented the city was meeting its growth targets based on existing population targets and asked whether those targets could change. Mr. Bowman acknowledged the growth targets were reviewed and changed periodically, however, the City was fairly safe in its existing growth targets. Councilmember Moore thanked Mayor Haakenson for his efforts associated with the old Edmonds- Woodway High School site, commenting that was an exciting concept. She explained she had done a great deal of work on the issue of acquiring the old Woodway Elementary School site during the past five days. She recalled when citizens commented in the past on the upcoming availability of the site, the Council was told the City could not afford to purchase the property and the issue was never presented to the Council formally. She questioned why the City would allow 11 acres to be sold without trying to acquire it. Councilmember Moore reported she contacted Congressman Inslee who was supportive and although the budget cycle for this year was complete, was interested in assisting. She then contacted Snohomish County and learned there was $1.2 million available to purchase land in the Edmonds -Lynnwood park district. Edmonds may also be able to acquire funds previously allocated to Lynnwood that Lynnwood can no longer use. She then contacted Representative Brian Sullivan who contacted Senator Shin and Representative Roberts. She noted Representative Sullivan chairs the legislative committee on the National Resources, Ecology and Parks and was interested in securing funds for acquisition of this property. She noted Representative Sullivan was able to secure $4.5 million for Mukilteo. Councilmember Moore then called the Edmonds School District to discuss the timeline. Although Mayor Haakenson is correct about the approximately 30 day window, she was told that because the City was the priority buyer, all the City had to do was provide a Purchase Agreement and down payment. She suggested the down payment could be provided using the Snohomish County funds to hold the property. Edmonds City Council Approved Minutes June 7, 2005 Page 17 Councilmember Moore commented on the ability to leverage REET funds into a bond and asked staff to look into that possibility. With regard to playfields, she recalled the Comprehensive Plan identified the importance of playfields. Councilmember Moore recalled a comment by Lynnwood Parks & Recreation that once playfields were in a neighborhood, issues arise over lighting and traffic but they were manageable. In view of Mayor Haakenson's efforts to establish four fields on the old Edmonds- Woodway High School site and the Edmonds School District's plans to upgrade 15 school fields and if Esperance were annexed and those two fields were upgraded, she recommended acquiring the old Woodway Elementary School site and leave it the way it is for now. She reported the Edmonds School District indicated the timing of the money from the sale of the property was not critical as it was not being used to purchase land elsewhere, etc. and they were willing to work with the City. She noted there was the possibility that the City could buy time, up to five years, to put the funding together which would provide ample time to seek funding from state and federal sources. Councilmember Moore relayed Representative Sullivan's indicating that the National Resources, Ecology and Parks budget included dedicated funds for ballfields. Representative Sullivan's committee also oversees the IAC and would ensure that a retroactive request would go through the proper process. Councilmember Moore disagreed with Mayor Haakenson on the order of decision -making; rather than deciding what to do with the land first and then find funding, she preferred to purchase the 11 acres first and then decide what to do with it. If the City could not afford to develop the land, she suggested grass with a bench in the middle or an off -leash dog park around the perimeter and grass and trees in the center, noting the possibility that the City's one official off -leash dog park could be lost with the construction of Edmonds Crossing. Her discussions with the Seattle Parks Department indicate maintenance of their off - leash dog parks was done by volunteers. She advised Snohomish County Parks Department indicated neighborhoods felt ownership over their neighborhood parks and were often willing to volunteer in the park. Another possibility was having maintenance provided by high school students who are required to complete community service in order to graduate or by church groups. Councilmember Moore pointed out although police and fire were not profitable, the City did not hesitate to spend money on police vehicles and fire apparatus. She noted there were many Edmonds residents who did not have the need for police and fire services and the City needed to provide services to them such as libraries, sidewalks and parks. Further, as the City created density in the community, it was obligated to create a lifestyle for the residents which included parks. Councilmember Moore summarized Edmonds was about parks, the arts and water. She read from the Council mission, vision and value statement regarding high quality of life for residents, a legacy for future generations, protecting natural resources, friendly/safe atmosphere, small town ambiance, family friendly community, natural resources and providing a healthy community. COUNCILMEMBER MOORE MOVED, SECONDED BY COUNCILMEMBER OLSON, TO SUBMIT AN APPLICATION TO SNOHOMISH COUNTY FOR THE $1.2 MILLION MITIGATION FUNDS PLUS WHATEVER IS NOT BEING USED BY ANOTHER JURISDICTION IN THE DISTRICT AND AT THE SAME TIME SUBMIT A PURCHASE AGREEMENT TO THE EDMONDS SCHOOL DISTRICT FOR THE ENTIRE 11 ACRE PARCEL. ALSO DIRECT STAFF TO SUBMIT A FIVE-YEAR WORK PLAN FOR RECOVERY, BOND FINANCING AND SECURING GRANT FUNDS TO COMPLETE THE PURCHASE OF THE ENTIRE 11 ACRES WITH DIRECTION TO NEGOTIATE A TERM WITH THE SCHOOL DISTRICT THAT ALLOWED THE CITY AT LEAST A YEAR OR TWO OR MAYBE FIVE TO SECURE THE BALANCE OF THE FUNDS. Council President Marin advised he has long been of the opinion that the City needed a park in this area. When Mayor Haakenson recently queried the Council, he again expressed that opinion but he envisioned Edmonds City Council Approved Minutes June 7, 2005 Page 18 a developed park like Seaview or Sierra. If it were possible to acquire a larger parcel and the City could afford it, he would not be opposed to that. He pointed out the needs at the old Edmonds-Woodway High School site also warranted consideration. He was apprehensive about expending all the City's funds to leverage a purchase of property where there was only some value and a lot of relatively unusable wooded area and not being able to develop the fields at the old Edmonds-Woodway High School site. He pointed out the importance of considering not only acquisition costs but also development costs and operation and maintenance costs. Although he appreciated Councilmember Moore's enthusiasm and the research she conducted and while he was not opposed to acquiring the entire site, he was hesitant to obligate the funds without considering both sites and how the old Woodway Elementary School site would be developed. He suggested directing staff to consider the big picture including how to develop both. COUNCILMEMBER MOORE MOVED, SECONDED BY COUNCILMEMBER DAWSON, TO EXTEND DISCUSSION OF THIS ITEM FOR 10 MINUTES. MOTION CARRIED UNANIMOUSLY. COUNCILMEMBER DAWSON MOVED, SECONDED BY COUNCILMEMBER MOORE, TO EXTEND THE MEETING FOR ONE HOUR. MOTION CARRIED UNANIMOUSLY. Councilmember Plunkett commented Councilmember Moore was proceeding in the direction he was interested in although she had gone slightly farther. He requested staff analyze the financial impact of scenarios such as purchasing 2-4 acres, 5-7 acres, or 8-11 acres as well as the consequences of that action. He expressed support for the motion, suggesting Councilmember Moore consider returning the matter to the Council in 2-3 weeks for further deliberation. Mayor Haakenson asked Councilmember Plunkett to clarify what financial aspects he wanted staff to analyze. Councilmember Plunkett recalled several issues were raised including the leveraging of available funds, the possibilities Councilmember Moore identified, the long term ramifications of spending $4 million versus $7 million, as well as Councilmember Wilson's comments regarding maintenance costs. Mayor Haakenson asked Councilmember Moore what financial scenarios were included in her motion so that staff could provide appropriate information. Councilmember Moore responded her motion only requested staff submit a five-year work plan. The Finance Department informed her that the City Hall building would be paid off in approximately five years. Councilmember Moore reiterated in order to hold the property, all that was needed was a down payment and a Purchase Agreement. She suggested providing those and think about maintenance and how the land would be developed later. She noted the City may end up deciding they wanted a 3-acre park on the site and could sell the remainder of the land. Councilmember Moore clarified the scenarios she wanted investigated were recovery, bond financing and securing grant funds for the entire 11 acres. Mayor Haakenson pointed out the existing building on the site contains asbestos and would need to be demolished should the City purchase the site. Councilmember Moore answered the District has left that building in place for decades and it could remain for another few years. Mayor Haakenson noted there have been numerous arson calls at this site. Councilmember Moore reiterated the importance of retaining this land in public hands and addressing issues later. She emphasized there was plenty of grant money available and plenty of legislators who were willing to help. Councilmember Dawson asked whether the motion included making an offer to the School District. She suggested a friendly amendment expressing the City's intent to go forward with negotiating with the School District to acquire the 11 acres, noting it may not be necessary to acquire the property as it may be possible to enter into a long term lease. Councilmember Dawson indicated she and likely other Councilmembers were interested in considering acquisition of the entire 11 acres but she was not Edmonds City Council Approved Minutes June 7, 2005 Page 19 comfortable with making a purchase offer tonight. Councilmember Moore advised the School District would accept a letter of intent. Councilmember Moore and Councilmember Olson accepted Councilmember Dawson's friendly amendment expressing the City's intent to go forward with negotiating with the school district to acquire the 11 acres. Councilmember Plunkett expressed frustration that the Council was being asked to act as the City's Chief Financial Officer when the City had financial staff with the expertise to advise the Council how the purchase could be accomplished, what the drawbacks and consequences were and not just why the purchase wasn't possible. Councilmember Wilson agreed with Councilmember Dawson's suggestion to submit a letter of intent which would allow for an appropriate due diligence period to do a full financial investigation including cost of acquisition, sources of funding, impact of bonding on the City's long term needs, costs associated with demolishing a building that contains asbestos, operation and maintenance requirements, staffing, etc. He noted it was great to have a list of wonderful things to do but without the funds to do them, the City should not set itself up for failure. He agreed the City should acquire property when possible but the Council also needed to be fiscally responsible and ensure the appropriate due diligence was conducted. He agreed with Mayor Haakenson regarding the need to demolish the hazardous structure on the site. He disagreed with Councilmember Moore's comment that the City could purchase the entire 11 acres and sell a portion in the future. Councilmember Orvis expressed his support for the motion, commenting he agreed with providing a letter of intent and moving forward with a down payment if that would provide the City time to work through the issues. His only concern with leveraging funds was what else was currently being funded. He requested staff provide information regarding the impact of acquisition on the long range purchasing plan in Fund 126 with varying levels of grant funding. Councilmember Moore restated her motion as follows: SUBMIT AN APPLICATION TO SNOHOMISH COUNTY FOR THE $1.2 MILLION MITIGATION FUNDS PLUS WHATEVER IS NOT BEING USED BY ANOTHER JURISDICTION IN THE DISTRICT AND AT THE SAME TIME SUBMIT A LETTER OF INTENT TO THE EDMONDS SCHOOL DISTRICT FOR THE ENTIRE 11 ACRE PARCEL. ALSO DIRECT STAFF TO SUBMIT A FIVE-YEAR WORK PLAN FOR RECOVERY, BOND FINANCING AND SECURING GRANT FUNDS TO COMPLETE THE PURCHASE OF THE ENTIRE 11 ACRES WITH DIRECTION TO NEGOTIATE A TERM WITH THE SCHOOL DISTRICT THAT ALLOWED THE CITY AT LEAST A YEAR OR TWO OR WHATEVER WAS NEEDED TO SECURE THE FUNDS. Mayor Haakenson asked for clarification regarding the five year recovery plan. Councilmember Moore answered if the school district allowed five years, a plan that would identify how the City could recover the acquisition costs during that period. Councilmember Dawson clarified staff would draft a letter of intent for Council approval. Mayor Haakenson advised real estate transactions must be handled in executive session. Councilmember Wilson suggested Councilmember Moore include in her motion direction to research development and maintenance costs, emphasizing the cost to the City was more than just acquisition. Councilmember Moore preferred to put that off until later and focus on acquiring the land. Councilmember Wilson found it difficult to vote for the motion if he was not informed about future costs. Edmonds City Council Approved Minutes June 7, 2005 Page 20 Councilmember Olson commented in order to provide that information, the Council would need to decide now how the property would be developed. She agreed it was important to acquire the property first and figure out the rest later. Councilmember Dawson suggested staff run some numbers of possible scenarios such as leaving the property vacant, developing the property with ballfields, etc. She noted that information would not necessarily need to be provided within the next two weeks. Mayor Haakenson expressed concern with the Council's vague request for scenarios, noting the possibilities were endless. He emphasized the need for specific guidelines of what the Council wanted staff to provide. Councilmember Plunkett noted the motion was for the Council to state their intent which would be followed by a great deal of due diligence before that intent could manifest itself. Councilmember Moore noted when a developer submitted an offer, he/she conducted much of their due diligence after the offer was submitted. Mayor Haakenson reminded that a developer would be building houses on the land; what the Council intended to do was unknown. Councilmember Moore suggested staff return with a bare minimum scenario that included demolition of the building and planting grass. Council President Marin reiterated caution about not using all the money on acquisition and missing the opportunity to develop fields at Edmonds-Woodway High School site, an endeavor that would provide revenue to support the complex. He recommended due diligence include looking at the big picture. Councilmember Orvis agreed the Council needed to consider the park acquisition plan and the impact acquisition of this property would have before making a lot of decisions. He was supportive of taking action to tie up the property now. He noted Fund 125 was used for park improvements and he recalled there were funds currently available for park development. Councilmember Moore advised Snohomish County's new ordinance had funds for maintenance and operation. Councilmember Wilson indicated he would support the letter of intent to tie up the property to allow the Council to do due diligence. As part of the staff report provided with the draft letter of intent, he requested an update regarding efforts associated with the fields at the old Edmonds-Woodway High School to ensure there were no conflicts/competition for the same funding sources. In response to Council President Marin's comment about the fields at Edmonds-Woodway High School providing revenue, Councilmember Moore emphasized City services did not have to generate revenue, pointing out neither roads, nor police cars nor the library generated revenue. She implored the Council not to make revenue generation a criterion for acquiring property for a park. MOTION CARRIED UNANIMOUSLY. Sound Transitli 13. Draft Long Range Plan — Phase Two Community Services Director Stephen Clifton explained on January 25, 2005, Sound Transit representative Matt Sheldon provided the Council an update on Sound Transit activities. During his presentation, he highlighted the ongoing effort of Sound Transit to set priorities for Sound Transit 2, the next set of investments for the overall Sound Transit regional mass transit system. He also discussed a process of updating the existing Sound Transit long range plan. As part of the process, the Sound Transit Board held and will be holding public meetings in May and June to discuss the region's increased demand PRESENTATION ON SOUND TRANSIT DRAFT LONG RANGE PLAN - PHASE TWO AND REQUEST FOR CITY COUNCIL POSITION ON LIGHT RAIL ALIGNMENT IN SNOHOMISH COUNTY. Edmonds City Council Approved Minutes June 7, 2005 Page 21 A MARKET VALUE APPRAISAL OF THE FORMER WOODWAY ELEMENTARY SCHOOL AT 23700 104TH AVE. W, IN EDMONDS, WA FOR THE CITY OF EDMONDS BY JACK DINNIENE, MAI V/4 'F Northwest Valuation Services 15817 25th Drive S.E., Mill Creek, Washington 98012 Letter of Transmittal September 8, 2005 The City of Edmonds 700 Main Street Edmonds, WA 98020 John "Jack" Dinniene MAI Rea! Estate Appraiser Phone 425-743-6522 Fax 425-338-4985 E-Mail www.northwvalu@aol.com RE: Appraisal of he Former Woodway Elementary School at 23700 104`h W, Edmonds, WA ATTN Mr. Brian S. McIntosh Parks, Recreation and Cultural Services Director Mr. McIntosh: Attached is a self contained narrative appraisal report, limited only by the lack of a demolition estimate, of the Market Value of the Old Woodway Elementary School. As part of this appraisal I personally inspected the property and conducted a market investigation for sales, listings and rentals of like improved properties and land. I investigated governmental regulation and local infrastructure and spoke with knowledgeable school, real estate professionals and governmental officials. The results of my investigation are included in the attached appraisal report. As of 8-25-05, the date of my last inspection of this property, it is my opinion its Market Value is: Market Value Estimate Market Value as Improved (without considering hazardous waste removal and demolition) $5,757,500 Note: This estimate does not consider removal of the improvements of hazardous waste abatement. This estimate is subject to the included Assumptions and Limiting Conditions, Certification, and Definition of Market Value. It is Limited in that I did not have an estimate of the cost to remove hazardous waste and improvements from this property. When this estimate is achieved, it would be deducted from the Market Value as improved and my final value conclusion. Thank you for allowing me to accomplish this most interesting assignment. Sincerel ,1 .Tack Dinnlene MAI State Certified General # ' 100768 Expires 7/28/2007 A Professional Real Estate Valuation & Consultation Company TABLE OF CONTENTS Title Letter of Transmittal Table of Contents Assumptions and Limiting Conditions Property Location Map Subject Photographs APPRAISAL REPORT: Property Identification ................................ . .... 1 Property Location ............................................ 1 Ostensible Owner ............................................ 1 Appraisal Authorization ........................................ 1 Date of Appraisal ................................... . ......... 1 Date of Inspection ............................................ 1 Effective Date of Appraisal ..................................... 1 Rights Appraised ............................................. 1 Legal Description............................................ 2 Purpose of the Appraisal ....................................... 3 Function of the Appraisal ................................ ..... 3 Scope of the Appraisal .............................. 3-4 Statement of the Appraisal Problem ..................... . 4 FloodHazard ................................................ 4 Sales in the Past 5 Years ....................................... 4 Assessments and Restrictions .................................... 4 Assumptions and Limiting Conditions ........................ ... 5 Competency ........................................... ... 5 Hazardous Waste .................................... .... ... 5 Authorship................................................. 5 Personal Property ........................................ • 5 Likely Users of this Report ..................................... 5 Meeting with Subject's Owner and Tenants .................... . .... 6 Area Analysis .................................. 6 Neighborhood Analysis ....................................... 6-8 General Description of Subject Property: Site......................................... .... 9 Description of Major Improvements ....................... 9-11 On -Site Improvements ................................... 11-12 Assessed Valuation & Real Estate Taxes ....................... 12 Zoning....................... .......................... 13 Highest and Best Use .......... ............... 13-15 Property Valuation ........... ............................. 16 Land Value Estimate by Sales as Vacant ..................... 16-26 Final Correlation and Conclusion of Land Value as Vacant ...... 26-27 Property Value as Improved ................................ 28 By Market Data Approach ................................ 29-30 By Income Approach . _.................................. 31-3 5 Demolition Cost Estimate .................................. 35 Final Overall Correlation and Conclusion of Market Value .......... 37 ADDENDA: Plot Plans Comparable Sales and Rentals Map Title Report Qualifications of Appraiser ASSUMPTIONS AND LIMITING CONDITIONS This appraisal report has been made with the following Assumptions and Limiting Conditions. These Assumptions and Conditions apply to the Before, as well as the After Valuations. No responsibility is assumed for the legal description or for matters legal. Title to the property is assumed to be good and marketable unless otherwise stated. 2. The property is appraised free and clear of any liens or encumbrances unless otherwise stated 3. Responsible ownership and competent property management are assumed. 4. The information furnished by others is believed reliable; no warranty is given for its accuracy The legal description included herein is assumed correct. 5. All engineering is assumed correct. Illustrations are included to assist the reader in visualizing the property. 6. It is assumed there are no hidden or unapparent conditions of the property or subsoil which would render it more or less valuable. 7. It is assumed there would be full compliance with all applicable Federal, State and Local Environmental Regulations, Laws, and Zoning and Use Regulations, unless noncompliance is stated, defined, and considered in this report. 8. It is assumed the utilization of the land would be within the property lines as described and there would be no encroachment or trespass, unless noted. 9. The distribution, if any, of the total valuation in this report applies only under the stated program of utilization, and must not be used outside this appraisal. 10. This appraisal is subject to the copyright laws of the United States. These laws govern reproduction, distribution, and public display. Possession of this report does not carry with it the right of publication. It may not be used by any person other than the party to whom it is addressed without the written consent of the appraiser. Further, the appraiser is not required to give further consultation, testimony, or court testimony with reference to this appraisal unless arrangements have been previously made. 11. Neither all, nor any contents, of this report shall be disseminated to the public without the prior written consent of the appraiser. 12. In this appraisal assignment, the existence of potentially hazardous material, which may or may not be present on the property, has not been considered. The appraiser is not qualified to detect such substances. I urge the client to retain an expert in this field, if desired. Northwest Valuation Services ASSUMPTIONS AND LIMITING CONDITIONS (Continued) 13. This appraisal assumes the property under appraisal is in conformance with the Americans With Disabilities Act of 1990. The act applies to new and existing facilities. This act deals with accessibility to persons with a defined disability. The act is not specific and, therefore, is open to interpretation. I am not an expert on the act. I have read its provisions and have obtained a copy of the rules and regulations issued by the Justice Department. It requires, among other items, eradication of architectural and communications barriers. Should a definitive determination of whether this property conforms with the ADA be needed, an expert should be consulted. 14. This appraiser is not a home or commercial property inspector. This appraiser has no special engineering or architectural, or environmental training. This appraisal does not guarantee that the property is free of defects or environmental problems. The appraiser performs an inspection of visible and accessible areas only. Items such as molds may be present or be in microscopic form or may be in an area which is inaccessible. The appraiser is not qualified to determine the cause of the mold or whether the mold might pose any risk to the property or its inhabitants. The appraiser has no special training in its detection. It is urged the client consult specialists to ascertain if any such conditions exist. 15. This appraisal is an original work of its author and his works are protected by a copyright (1987) by Northwest Valuation Services. This copyright governs reproduction, derivative works, distribution and public display of this product. Northwest Valuation Services Ij i/ °• S r Itrsr sr W � /r. y � . 4 ,y NORMA BEACH " ° pr • ri +�• • " s • . •,� Liarw s. .r sir sr' « @ �� ` M• -- n ' � • � InrH sa .'`fir'• IF _ IfbTl IF-- N.. Q- laarx sT. IF. �� r 'si rr,y rr. t L?,'w � ■.. - z e ".. �' MEADOWDALE d Fy $ s rr.0 /■r 4e BROWNS HAY w 1 1 s 4n fr• _�BEVE LY S11 7 •�• . - . r - » a ACRES 99 A yr is s i inly n'i ••/ t:� r RL Itl.rt � ir. 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L t,� • y ;-� �•% " • r msr, s •lys tw �r ' �,s f +ar•n- ao sr st � rrrr. rs. - VOOD AY a arI}9 it 4 e Iff i A r `.Lake trh r.rver 9 � tr � � a •r � 3r. ' .�: � LT. n.o R. i S Mry ^ R'9'lHl9ALE:[ rWrrr, iu,ll ru,• kr sr-r 2 �[ [ ST. ■ � _ „'8 ra aa. A \' • a —IF, H I ! I 1 i K i wr "ma's iiir< t Location Map loll . ap Co ^ k ok w.r� . SUBJECT PHOTOGRAPHS From entry looking northerly along 104' Ave W . Viewing southerly along 1041' Ave W from main entry. Northwest Valuation Services SUBJECT PHOTOGRAPHS Viewing northerly along subject's front parking area. Looking southwesterly at administration building. Northwest Valuation Services t� SUBJECT PHOTOGRAPHS r r. T 3 7 t_4 Viewing westerly along 237' PI W. Cemetery on left. School on right. Taken from 104' Ave W. Kitchen and auditorium. Northwest Valuation Services SUBJECT PHOTOGRAPHS Looking northerly across subject's southerly parking lot at soccer field and baseball field in distance. First of two sequential photos left to right. Second of two sequential photos. Boiler room at right, Building "A", Rooms 13, 14, 15 and 16 beyond. Northwest Valuation Services SUBJECT PHOTOGRAPHS -I Boiler room at left. Kitchen at right. It:, - " Looking northerly along west walkway. Northwest Valuation Services SUBJECT PHOTOGRAPHS • r - 0 Northerly at baseball field. -�_� :. •'x' -.fir-' �'. ` �r Easterly at Building `B", Rooms 9, 10, 11, 12- Northwest Valuation Services SUBJECT PHOTOGRAPHS Interior walkway viewing easterly, Southerly at Building `B"- ortwest aluation Services SUBJECT PHOTOGRAPHS i iY r Lk Easterly Building "G" at right and wooded area at left. Northerly at wooded area. Northwest Valuation Services SUBJECT PHOTOGRAPHS Viewing southerly at school from northerly wooded area. Building `B"at center. _ . •tx, ,,�,, y!4'■ wry �: ��y,,.. • - . _, 14A .' _ '. ate_ Southeasterly from baseball field back to school. Northwest Valuation Services oil 400 APPRAISAL REPORT IDENTIFICATION OF THE SUBJECT PROPERTY: The subject of this appraisal is an 11.2275 acre parcel of land residentially zoned which is improved with a 32,241 SF elementary school, formerly called Woodway Elementary. It was constructed in 1955 and was taken out of public service twenty+ years ago. Since closure as a public school it has been rented to various tenants including churches, schools and the like. It has been basically maintained and is now mostly boarded and in poor condition. PROPERTY LOCATION AND ADDRESS: This location is commonly known as 23700 104'h Ave W in unincorporated Snohomish County, Washington. It is located at the northwest corner of 104' Ave W and 237'h Pl. SW. OSTENSIBLE OWNER: Edmonds School District #15. APPRAISAL AUTHORIZATION: Mr. Brian S. McIntosh, Parks, recreation and Cultural Services Director of the City of Edmonds. DATE OF APPRAISAL: 8-25-05 DATE OF INSPECTION: 8-25-05 EFFECTIVE DATE OF APPRAISAL: This report was accomplished during the months of July, August and September, 2005. RIGHTS APPRAISED: Full Fee Simple. Northwest Valuation Smices I LEGAL DESCRIPTION: An old title report provided by the School District to me is dated 6-24-54, and has the following legal description. The South 483' of the North 568' of the East 920' of the northwest 1/4 of the Southwest 1/4 of Section 36, Township 27 North, Range 3 East W.M., except the East 20' for road, in the County of Snohomish, State of Washington. Old records from the school District and the Assessor's map for this parcel suggest it should not be the South 483' of the north 568', but just the North 568'. Also, since that legal in the 1954 title report, it appears an additional 10' was dedicated for 237,' Pl. S.W. (about 40) and a little more at its northeast corner for 104`h Ave. W. The following is my attempt at a legal description as of today. It should be checked by a competent engineer. The North 568' of the East 920' of the northwest 1/4 of the southwest 1/4 of Section 36, township 27 north, Range 3 East, W.M.- less a portion of the southerly 40' dedicated for 237`'' Pl. SW and a portion of its easterly side, dedicated for 104`h Ave W. to Snohomish County. All in Snohomish County, State of Washington. It appears from exceptions on the title report that there were two transmission line easements at one time on the property. One was granted in 1931 to Puget Sound Power and Light; its location was not specific. Another was granted in 1953 to the USA. Again, non-specific as to location. Both gave rights to clear trees and brush. The best data available suggests the power easements were on the north 85' of the property. During my inspection there was no evidence of their construction, if ever. Also indicated by the title report was a Right of Way easement to Standard Oil. It appears as if this was over a strip of land 33' wide running along, south of and adjacent to the 85' power line easements. A check with Standard Oil locally shows this easement was intended for pipeline purposes, but has since been extinguished. For purposes of this report, I assume all three easements have been extinguished. It appears as if the school district has acquired the land under the easements, however this should be thoroughly checked out by a title company. No recent title report was available to this appraisal. I checked with the local office of the BPA on the 85' easement; they had no record of it and suggested I call the Navy. I called the local office of the Navy, and they had no record of it. ortmess Valuattort berviceS Fart: PURPOSE OF THE APPRAISAL: The purpose of the appraisal is to estimate Market Value. Market Value is defined as follows. A. Market Value - Means the most probable price which a property should bring in a competitive and open market under all conditions requisite to a fair sale, the buyer and seller each acting prudently and knowledgeably, and assuming the price is not affected by undue stimulus. Implicit in this definition is the consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby: (1) Buyer and seller are typically motivated; (2) Both parties are well informed or well advised, and acting in what they consider their own best interests; (3) A reasonable time is allowed for exposure in the open market; (4) Payment is made in terms of cash in U. S. dollars or in terms of financial arrangements comparable thereto; and (5) The price represents the normal consideration for the property sold unaffected by special or creative financing or sales concessions granted by anyone associated with the sale, Source: Rules and Regulations, Federal Register, Vol. 55, No. 165, Page 34696 and Office of the Controller of the Currency under CFR, Part 34, Sub -part C - Appraisals, 34.42 Definitions (F). FUNCTION OF THE APPRAISAL: It is my understanding the City of Edmonds intends to use this report for a possible purchase of the property. SCOPE OF THl~ APPRAISAL: The scope of the appraisal is the extent of the appraisal process relating to the collection, confirmation, and reporting of data. For the land only section of this appraisal I considered the area of investigation was all of Snohomish County from Everett and Mukilteo on the north to the County Line on the south, to just east of Mill Creek and to the Sound. This, at present is a hot residential market. It was necessary to go quite far from the subject since its area is built up and there are few large sales locally. Northwest Valuation Services page SCOPE OF THE APPRAISAL: (Continued) For the value as improved, I surveyed all of King, Snohomish and Pierce Counties. I contacted facility managers of many local school districts as to rents, sales, costs new and demolition prices. All data was personally viewed and verified except where noted. I could not get inside many properties, but the person with whom I verified the data provided a word description of condition and status. This report is limited only in that I did not have a hazardous waste removal estimate. That will need to be accomplished subsequent to this appraisal. It will need to be deducted from the current value estimate. This is a self contained report and conforms to the Uniform Standards of Professional Appraisal Practice as promulgated by the Appraisal Standards Board and to the standards of the Appraisal Institute of which I am an MAI designated member. STATEMENT OF THE APPRAISAL PROBLEM: The main problem for this assignment is, do the existing improvements add value to the land? This was handled by a separate appraisal of the land as vacant and the property as improved. Also, there wasn't much in the way of local sales data since the area is quite built up. FLOOD HAZARD: Snohomish County sensitive area mapping and FEMA mapping show no flood hazard on this property. SALES IN THE PAST 5 YEARS: None — There were, however, numerous offers, 15-25, on this property. Unfortunately, I was not provided with data on any of these. ASSESSMENTS OR OTHER RESTRICTIONS: The title report, dated 1954, showed two power line easements and one apparent pipeline easement. Standard Oil states the pipeline easement has been extinguished and no evidence exists that the two power line easements exist. I found no other restrictions during this appraisal. A current title report should be acquired on this property, however. Northwest Valuation Services Page 4 ASSUMPTIONS AND LIMITING CONDITIONS: Standard Assumptions and Limiting Conditions are included after the Transmittal Letter to this report. In addition: -- This appraisal is subject to the findings of a current title report and properly constructed legal description. - I assume the three easements previously mentioned have been extinguished. -- I did not have a cost to remove hazardous waste estimate on this property. When this becomes available, that estimate should be deducted from my Final Market Value. COMPETENCY: I have appraised in and around Edmonds since 1974 and I have been appraising residential zoned land over that time and in recent months. I have excellent familiarity with the subject's market. I have been appraising school properties since the early 1990's and I have sufficient experience with them. Refer to my appraisal qualifications in this report. HAZARDOUS WASTE: I am not an expert in hazardous waste. It came to my attention during the course of this investigation there is substantial hazardous waste on this property, mostly in the form of asbestos. I did not have a hazardous waste estimate for this appraisal and my estimate is subject to an estimate of the removal costs of hazardous waste and the building by a qualified expert. AUTHORSHIP: I am the sole author of this appraisal. PERSONAL PROPERTY AND EQUIPMENT: No personal property or equipment is included. Built in fixtures are included such as blackboards, the heating system, the hood and fan. and counters and sinks in the cafeteria. This is only included in the Value as Improved section. LIKELY USERS OF THIS REPORT: This report is intended for my client, the City of Edmonds only. It might be seen by the property owner and others. Nordmest Valuation Services 'age MEETING WITH SUBJECT'S OWNER AND TENANTS: I telephoned Mark Zandberg and Bret Carlstad of the Edmonds School District for permission to inspect the property. Mark gave me keys necessary for entry. I also telephoned Nancy (last name not known) of Pacific Montessori, a tenant, and Carol McConahie of the Edmonds Historical Society, a tenant, for permission to inspect. The Historical Society did not want me into their space, so I honored that request. It is set with a loud alarm I am told, due to past theft and a reported fire. I introduced myself to officials at the school during my inspection. AREA ANALYSIS: Since most readers of this report are familiar with the area in general, I will not include an Area Analysis in this report. Some area data is included in the following Neighborhood Analysis. NEIGHBORHOOD ANALYSIS: The subject of this appraisal is located at the southwesterly corner of Snohomish county and in an area of high density concentration for the county. It is 400' westerly of the easterly boundary of Woodway, WA, and is within the boundaries of the City of Edmonds, WA. It is further 2,000±' northerly of the King/Snohomish County boundary. Snohomish County is next north of King County, by far the most populous county in the state, with Seattle as County Seat. Snohomish County has 650,000± residents, up 6.4% since 2000. The county has been in recession starting in 2000 and ending last year. Prosperity has come to the county recently. Again (it was quite prosperous in the late 1990's). From June 2004 to June 2005, the following statistics are relevant for Snohomish County. Retail Trade +6.1% Car Sales +4.5% General Merchandise +13.3% 2004 Unemployment Rate 5.6% 2005 Unemployment Rate 4.9% Aerospace Employment +14% Home Sales +13% Home Prices +14% Building Permits +21% The local recession was deeper than the national one due to its largest private employer being the Boeing Co. High gas prices, foreign competition, 9-11, the national recession and the like conspired to put Boeing in a tailspin out of which it is now climbing. In 9-01, Boeing had 80,000 persons employed in Washington. Bu June, 2004, that was 52,800. No one knows exactly how many are employed in Everett. I have heard from 10-18,000. Whatever the case, 1 in 4 jobs statewide have been directly or indirectly linked to Boeing. Luckily they are getting record new orders, have a new plane in design and appear ready to be a positive economic engine once again. A recent strike by the machinists union may put a crimp in that. Northwest Valuation Services pagc 6 NEIGHBORHOOD ANALYSIS: (Continued) The second largest employer in the County is the U. S. Navy with its port in Everett. It employs 6,000 military and civilians and produces $300 million in income. This base seems to have escaped the most recent base closure list at this writing. Aside from these two, Snohomish County has a growing Biotech sector and, due to the high price and scarcity of land in King County, industrial users are slowly being attracted to the county. At my last read, industrial and office vacancy countywide was 15-20%. Both are slowly lowering. There is not much first class office or industrial space in the county. 1/5 of the employees who live in the county earn their living in another county. King County, the economic dynamo of the northwest, is mostly where they go and it is just south of the subject a few miles. The major north and south arterial in the state, I-5, is 5 miles easterly. SR-99, the former major arterial, is 2± miles easterly. The primary route from the subject to both of these arterials is SR- 104, about 1.2 mile north of the subject. That is also the main route to Edmonds. It ends at a State ferry terminal in Edmonds. It is one of the busiest of the State ferry routes and the subject is in a residential neighborhood with a maze of local streets. There is no direct connection to Woodway from the subject. The City of Edmonds has 39,515 persons, while Woodway has 990 persons. Both are essentially bedroom communities with Woodway having no employment and Edmonds mainly service employment. Downtown Edmonds is 2 miles north. It is an old low-rise commercial district. It is considered quaint and is popular, but not overly so. It has restaurants and shops mostly. It is next to the ferry terminal. Edmonds has a much older than average population and, consequently, a much higher than average median annual income. Over the past 20 years high priced condos have been built near the downtown. Since Edmonds slopes up from downtown, view of the Olympic mountains and Puget Sound create high values. With its close in location, quaint downtown, Sound frontage and views, its overall home prices are higher than average also. Woodway is an exclusive enclave with some of the highest home values in the area. It is mostly large wooded lots with hedging and fences blocking homes from view. Being close to this prestigious community is a plus. i�ort west Va uation ervIces �`° � NEIGHBORHOOD ANALYSIS: (Continued) It is difficult to find good numbers as to relative home values since Edmonds gets grouped in with other less desirable areas. According to the first quarter 2005 Real estate Research report, the average sale price of a detached product in Snohomish County was $332,158. For the attached product it was $194,884. For new construction it was $350,384. In Edmonds in the fourth quarter of 2004, it was $818,327 for the detached and $477,308 for the attached. The City of Edmonds is 100± years old and is a mature city with little land left to develop. Old houses on large lots are being re -developed with newer houses on small lots. Several projects in Edmonds are worthy of mention. -- The State and City have been planning a multi model facility on the old Unocal tank farm site between Edmonds and Woodway. Cleanup is ongoing on that site. Planned is moving the State ferry terminal to this site and connecting it with passenger trains which run along th sound and busses. This is a major development with no completion date yet set. -- Also on the old Unocal site under construction is the Point Edwards project, a 23 acre parcel planned for 298 units, most with Sound views. -- A large unincorporated area just south of the subject called Esperence will vote soon on annexation to Edmonds. This vote has been taken several times in the past and failed. -- An old school is being converted into a Performing Arts Center just north of downtown. The subject is surrounded by single residential development, much of it on (by today's standards) large lots. Homes are from the 50's to 70's. Homes are well maintained. Most are of modest construction with little turnover. This is considered a desirable residential area. A small private cemetery is adjacent and to the south. Roads dead-end at the Woodway boundary. As will be illustrated by this appraisal, there has been a land rush by residential developers over the past 3-4 years to get land close in and to build on small lots. Demand seems to have out stripped supply and prices have been bid up to a level which even surprises this appraiser. Higher sales prices filter down to higher raw land prices. There appears to be no end in sight unless mortgage rates increase substantially. Generally the subject is in a desirable residential area in a growing county and area which seems headed to more prosperity in the near term. Northwest Valuation Servi= Page 8 GENERAL DESCRIPTION OF SUBJECT PROPERTY: Site Description: The subject site is mostly level, being terraced onto its former semi -rolling terrain. Based on the legal description assumed, I estimate its size as 11.2275 acres. This should be checked with a competent engineer. It is mostly rectangular, being 890' maximum in length and 568' maximum in its width. 237' Pl. S.W., on which the subject has 460±' of frontage, cuts into the Southeast area of the subject. 237' Pl. S.W. is a fully improved residential street with sidewalks on both sides. It is 50' in width and serves Woodway Meadows, a 59 lot subdivision adjacent and to the west of the subject. The subject also has 559±' of frontage on 104t' Ave W, a 2 lane collector arterial road which provides north/south movement in this vicinity. It varies from 30-50' Right of Way, is two lanes and is asphalt paved with gravel shoulders and overhead wiring. The subject slopes up gently at its north boundary, which area is fairly wooded. This school was originally on an on -site sewage disposal system. The Olympic Sewer District reports that the subject has since been placed on public sewer. Public water, telephone and electricity are adjacent and connected to the subject. The Soils conservation Services Soils Survey Map has the subject soils as Everett Gravelly Loam, which they describe as being very deep and excessively drained. It is used for woodland and urban development. The subject is adjacent and to the south of a 30f year old residential subdivision and is buffered from it by a wooded area. It is cyclone fence buffered from Woodway Meadows. Description of Major Improvements: The major improvement is a former elementary school of average quality masonry, mostly concrete block, construction, built in 1955 and being 32,241 SF in area. This is based on an on site taping and plans provided. The following description is based on an on site inspection, as well as from plans accomplished 10-27-55 by the firm Walden and Dietz. It was formerly known as Woodway Elementary School. Some time in the early 80's, it was no longer used as a school and has been leased out to several schools and a church since 1983. At present, it is in far below average condition. Maintenance has been minimal for the past 20± years. Nordwest Valuation Senwes F'age 9 Description of Major Improvements: (Continued) The largest building on site is the Gym/Multi-Purpose building. The gym is 20' high. It is 3,735.5 SF in area. An adjacent 10' high building housing restrooms and a kitchen preparation area exists on its south side and is attached to the gym. It is 1,330 SF in area. Both have metal truss supported flat roofs. The gym has a large stage. It is heated by ceiling mounted units with a fan for circulation. These buildings were in below average condition for the age and maintenance levels at my inspection. There were several broken windows and debris on the floors. The kitchen had considerable stainless steel counters and sinks, a working area and a fan and hood. Much equipment was in this building, however it is not part of this appraisal. I am using letter designations I found on plans in the district's headquarters office to identify some of the buildings. They are not consecutive, however to change the designations might cause confusion. I show their locations on the attached Plot Plan. All of the buildings are heated by a hot water system with boiler and equipment in Building F adjacent and to the south of the gym. Heat is pumped by overhead pipes into each building and is distributed by vents. Building F, .which houses the heating equipment, is 20' x 28' with a 9,5' x 40' addition of masonry construction (940SF). It is 9; high with a flat built-up roof. I did not gain admission to the interior of this building. The school district has been maintaining this heating system which is reported to be in good condition. None of the facility is air conditioned. Plans report a 300 gallon boiler and a 700 gallon hot water storage tank. All classroom buildings are identical in style and construction, though a bit different in size. Most are 60' x 72', or 4,320 SF each. They are 10' high, are of masonry construction with flat built-up roofs on metal trusses which are visible on the interior. The floors are asphalt tile covered with a 4" concrete slab floor. The ceiling is narrow insulating tiles with visible trusses on which are hung fluorescent lights. Both are divided into 4 classrooms each, with 2 sets of toilets and storage rooms in between. Each unit has 2 series of 3 skylights which are extended on a plane above the roof line with heat absorbing wire glass. There are extensive glass windows on these two buildings. Glass is tempered metal framed and single pane. All but Classroom H, which is used is boarded up. All skylights have been boarded. Northwest Valuation Services Page 10 Description of Major Improvements: (Continued) Roofs have 1-1 /2" of steel decking and are hot mopped. These buildings are lighted by fluorescent fixtures mounted on the metal roof trusses. Old plans show the ceilings have 1-1/2" of insulation in each building. This and all buildings have a concrete perimeter foundation. Classroom H is very similar to the others except its size which is 75' x 63', or 4,725 SF in area. Classrooms G and C are 60' x 74', or 4,440 SF each. They're similar in construction to A and B excepting they have fewer windows. I did not get into A which is being used. All but it are in very poor condition and not rentable without considerable work. Past roof leakage is visible. The Administration Building is 10' high and is of similar basic construction to A and B. This building housed the library and administration's offices and has two toilets, one with a shower. It has wall to wall carpeting and is in average condition for its age. This building is 3,990 Sf in area. Most buildings have considerable broken glass. Ceiling insulation strips have fallen off or are hanging partly off their mountings. This was less in the Montessori School building which is carpeted and in average condition. My inspection shows electricity and plumbing for the most part still works. I note I could see daylight through an edge of the gym's roof, suggesting some warping. Most of the buildings are interconnected by a series of canopy covered walkways. They are 10' wide with the canopies of light steel framing and with a corrugated roofing. Gutters and down spouts have been added. The sidewalks below are concrete. These coverings are in mixed states of condition. Some of the down spouts and gutters are off or are not functioning. Generally, they are serving their function, but are in below average condition. There are 1,290 lineal feet of these covered walkways. On Site Improvements: The site is nearly entirely improved. The only unimproved area is along the north property line. This might have to do with the 85' former easement in this area. It is 100f' wide at 1041h Ave W and tapers down to about 30' wide at its westerly end. This area is native trees and groundcover and effectively buffers the subject form the adjacent housing to the north. It is thickest adjacent to the school buildings. In this buffer are fir and pine trees mostly. Northwest Valuation services Pagc 1 f On Site Improvements: (Continued) To the west of the school is a large open playfield. A baseball backstop is at its southeast corner with some fencing. To the south of this, fenced off from it by a 4' cyclone fence, is a soccer field. At the 104'` Ave W frontage of the subject, a 30' wide landscaped berm runs along the frontage with a long, curved, driveway and parking area for cars and busses behind it. There are two entries here. A 4 car carport exists at the front of the building as well as walkways and miscellaneous landscaping. The drives are all asphalt paved. This area is marked for 37 autos, but could hold many more. To the south of the gym, along 237' PI W, is a paved parking area marked for 15 autos, however many more could be placed in this area. A fence separates the school from this parking area. Between the buildings are substantial landscaping and asphalt paved areas. The asphalt in some areas is becoming overgrown with weeds and moss. A very attractive cherry tree exists in a planter between Building A, B, the Administration Building, and the Gym. Generally, the area of the school being rented by the Montessori is in fairly good condition, while the rest of the areas are becoming overgrown and have a generally poor appearance. Assessed Value and Real Estate Taxes: The subject is assessed for 2005 as follows: Land $2,805,000 Building 4,000_,000 Total $6,805,000 This parcel is tax exempt. Page 12 arttivest Va uatzoii ervices Zonin : The subject is zoned RS-8 by the City of Edmonds. This is basically a single residential zone with 8,000 SF minimum size lots. It also serves to provide for additional non-residential uses which complement and are compatible with single family dwelling units. Permitted outright are single family dwellings. Also permitted, subject to certain requirements, are churches, primary schools (limit 600 students) certain local public facilities, neighborhood parks and like uses. Primary uses subject to a Conditional Use Permit include high schools (located within 500' of an arterial. Planned Unit Developments are allowed to promote flexibility and creativity. It allows detached and attached units on individual lots. Attached only if there are significant critical areas. The zoning sheet shows maximum density for RS-8 is 5.5/acre. In practice, for standard subdivision interior roads, parks and detention ponds need to be subtracted from the gross site. Density applies against the net buildabale area. With a PRD it can be based on just gross size. The city will expect certain amenities to gain this possible advantage. Maximum height is 25' and maximum lot coverage is 35%. In a discussion with Duane Bowman, Planning Director, he stated it is unlikely the city would approve hospital, convalescent home or the like for the subject since it is not on an arterial. He stated this school was constructed and permitted while it was in the county. The city has no historical records on it. HIGHEST AND BEST USE: Highest and Best Use is defined as follows: The reasonable and probable use that supports the highest present value of vacant land or improved property, as defined, as of the date of the appraisal. 2. The reasonably probable and legal use of land or sites as though vacant, found to be physically possible, appropriately supported, financially feasible, and that results in the highest land value. 3. The most profitable use. art N est a uation Services Page I As Vacant: The 15f offers are reported by the Edmonds School District to be all for single residential use. That is as good a market indication of highest and best use as there is. The parcel is zoned for this use and this is the use surrounding the subject and is the primary use in this area. Also, the single residential market is hot at present. Physically and legally it is probable. Single residential land has escalated in value so much in recent years this appraiser is seeing commercially zoned land in some areas being used for residential purposes. The highest and best use as vacant is single residential -detached to the density which is illustrated in this report, 4.4/acre. As Improvet3 The existing improvements have been basically maintained for the past 20f years. They would require considerable upgrade and curing of deferred maintenance to be reused. Also, reuse is limited to schools, churches, charities and social service uses and the like by zoning and by the character of the neighborhood. Also, the fact it is not on an arterial reduces its potential for a special use such as convalescent hospital. This appraisal well outlines the generally low rents most likely uses would yield. The asbestos and other hazardous waste in this facility would present a problem also for some upgrades. There is one market sale in this report which causes pause. The former elementary school (Market Sale 91) at 7011 226' Pl. SW. It was slightly larger than the subject, 39,773 SF and was on a smaller site, 6.69 acres. It was a bit newer and its location is not as desirable for residential uses. The differences beyond this are night and day. The sale has been used for most of its 20 years since closure and has been upgraded and was well maintained. It had at least $2 million in upgrades. It was declared free of hazardous waste and had an excellent kitchen. It is air conditioned and carpeted. In short it is vastly superior to the subject for reuse. It sold for $5 million a few months ago. In 5-02, with $1 million in upgrades, it sold to Puget Sound Christian College for $2,938,876. The college then put $1 million+ into the building to convert it back to a school. This comparable was presented since it was the only pure school sale I could find. It does inject a bit of uncertainty into this analysis. Its smaller site size and excellent condition, as well as its inferior location did not make it a candidate for residential subdivision. I believe the data in this report directs a conclusion that the existing improvements do not represent the highest and best use of the land. I also considered the concept of surplus land. I conclude a sale of just'/z the site for residential purposes and keeping the improvements is not likely. Northwest Valuation Services Page 14 Final and Best Use: For a residential subdivision. This, of course, requires a demolition of the existing improvements and removal of the hazardous waste. This appraisal requires a deduction for these items, unfortunately no estimate yet exists for those costs. The demolition data I provide in this report is for information purposes only. Only a study by a competent engineer or expert will provide a useable estimate. ortwest Val n Services age 13 PROPERTY VALUATION Market value is traditionally accomplished via 3 approaches to value. The Cost approach starts with a land value as unimproved estimate. To that is added a depreciated value in place estimate of the improvements which is generated from a replacement cost new less depreciation which comes from Market Data. Due to the age and condition of the subject's improvements, a traditional Cost Approach would not be of value to this estimate. There are almost no sales of like properties from which to extract depreciation. A second method is the Market Data approach where value is estimated by market sales data. Unfortunately there is only one sale directly comparable to the subject and that is included. The final approach is the Income approach where an estimated net operating income from the property is capitalized into value. In this report I will include a Limited Market Data Approach, Income Approach and Land Value Estimate. The approaches will be correlated into a final estimate of Market Value. LAND VALUE ESTIMATE: The subject clearly has a high potential of being developed into a residential subdivision, most likely detached housing on separate lots. A cluster or PRD type of development is also possible. The main problem in estimating the value of subdivision land is in the way buyers purchase the property. There is first an offer which, if accepted, is granted a feasibility time to study the developer's plan and site circumstances. This can be from 3 months to 6 months or more. In most cases the sale does not close until the developer gets Preliminary Plat approval. This can be from 1 to 2 years from the offer. In a hot market like this one, with offers and lot prices increasing regularly, using closed sales could miss the market completely. An appraiser needs current offers to ascertain current value. One has to be careful here in that not all offers and agreements close. I have observed in this market, that most offers do end up in closing, sometimes with several extensions. Prices of finished lots are rising due to a high demand. Competition among developers is intense. In the case of the subject, the Edmonds School District let the development community know the subject was available for sale. I have heard there were 15+ offers by local developers to buy the subject. I have heard it was up to 23. That would be the best market evidence of market Value, however unfortunately that data has not been made public and is not available to this appraisal. Three of the developers I contacted for comparable data informed me they made firm offers to the School District on this property. One obtained a Demolition Cost Estimate of the improvements. That also is not available to this appraisal. Be aware it is difficult to obtain Northwest ValuaEon Services Page 1 LAND VALUE ESTIMATE: (Continued) this information since developers don't want other developers to know their offers. By using unclosed sales an appraiser runs the risk of getting incorrect information from a developer. The three developers with whom I spoke knew I was appraising the subject and that the city is essentially in competition with them. I have tried to gather enough sales so that possible incorrect information is offset by the bulk of market data. I will start with sales from the local Edmonds market. These are small sales but illustrate Edmonds can and does often yield higher values than most of the rest of the county. The following sales data is most pertinent to this estimate. Sales From Edmonds Sale 1: Location: 803 9' Ave. S, Edmonds Date of Sale: 10-26-04 (tied up 3± months) Sale Price: $920,000 Size: 1 Acre Zone: RS 8000 Parcel #: 270325-001-046-00 Seller: Jay V. and Janna M. Cockrum Buyer: P.M.A. Development Services LLC Verified: W/Carol of P.M.A. (Juergen Sauerland) Description: This is a mostly level and rectangular lot sitting up a few feet above grade of 9'. An old (1930) house was removed. Utilities were adjacent. These lots have a flat view of the Sound and mountains. There were no unusual on or off site costs. This was subdivided into 4 lots. The buyer is building $1 million dollar homes on these lots. Analysis: 4 Lots _ 1 Acre = 4 Lots/Acre $920,000 _ 4 Lots = $230,000/Lot orl 3 est Valuation Services Paoe 17 Sale 2: Location: North of Daley St. on the east side of 8v' Ave. S. (alley), Edmonds, WA Date of Sale: 8-2-04 (tied up 2 months before closing) Sale Price: $274,000 Size: 1.15 Acres Zone: RS 20,000, Edmonds Parcel #: 240327-2-206 Seller: Frederick A. Wolgamott Buyer: Eric Thuesen Custom Homes LLC Verified: Mrs. Thueson Description: This is a mostly level site with alley like access. It is just north of downtown- It has no views but is in walking distance of town. The site had some undescribed wetland problems. The developer achieved 2 lots out of this and he is a home builder. Analysis: $274,000 - 2 Lots = $137,000/Lot Sale 3: Location: 8610 202" d St SW, Edmonds WA Date of Sale: 10-15-04 Sale Price: $825,000 Size: 1.12 Acres Zone: RS 8000 Parcel #: 270419-002-089-00 Seller: Leota M. Bolland Buyer: Classico Homes Verified: Buyer's Wife Description: This is a level, at grade site improved with an old home which was demolished. It has a very flat view. The buyer divided it into 5 lots and will build homes in the $779,000 range. Utilities were adjacent and there were no unusual on or off site problems. Analysis: 5 Lots - 1.12 Acres = 4.46 Lots/Acre $825,000 _ 5 Lots = $165,000/Lot ortnvest ValuaLian Services Page 18 Sale 4: Location: 23324 92na Ave W, Edmonds, WA Date of Sale: 3-11-05 (tied up 1 year before) Sale Price: $750,000 Size: 2.04 Acres Zone: RS 8000, Edmonds Parcel #: 270336-001-085-00 Seller: Gary D. Graber Buyer: Michel Construction Inc. Verified: Rob Michel Description: This is a corner site which was partly sloping. It requires a cut and rockery and substantial on site grading. The developer reports no other on or off site problems. He developed this into a 9 lot plat. No views are available. Analysis: 9 Lots - 2.04 Acres = 4.41± Lots/Acre $750,000 - 9 Lots = $83,333/Lot Sales from Elsewhere Sale 5: Location: South of Harbor Pointe Boulevard and westerly of and opposite to Possession Way in Mukilteo, WA Date of Sale: 12-15-04 Sale Price: $12,525,000 Size: 39.4 Acres Zone: Was Business Park prior to sale, rezoned to Single Residential Parcel #: 280428-001-003-00 Seller: The Boeing Company Buyer: Harbor Pointe Partners Verified: Public Records and Jack Martin, an employee of one of the partners, and Dennis Vrabeck, a principal. Northwest Valuation Services FTC 1 `} Sale #5: (Continued) Description: This was rolling, wooded terrain with all utilities available. My verification is weak here in that all of the principals were evasive. I believe this data is reliable, however. Boeing was keeping this piece for expansion, however business problems made it expendable. Vacancy for the industrial -office produce was 20% for the county and residential was hot, so the sellers rezoned the property to residential and had it approved for 108 homes. Like the subject this is one of the last big well located residential parcels in Harbor Pointe. There are no views on this parcel. Analysis: 108 Homes - 39 Acres = 2.77 Homes/Acre $12,525,000 - 108 Units = $115,972/Unit Sale 6: Location: South side of 180'�` St SE opposite and easterly of 29`h Ave SE in unincorporated Snohomish County, WA Date of Sale: Tied up around October, 2004; some closed, some still not closed Sale Price: $12,700,000 reported total Size: 2 parcels totaling 24.61 t Acres Zone: RS 9600, will rezone to R 7200 and do a Planned Residential Development Parcel #: 172705 1-008 1-020 Seller: SNIP LLC (13.95 acres) and Soren CB Jensen, et ux. (10.66 acres) Buyer: The McNaughton Group Verified: Brian Holtzclaw of the McNaughton Group Description: This is a level, rectangular parcel near grade of its frontage on a minor arterial road. It formerly housed a wholesale nursery. This is two tax parcels with a variety of buildings which will be removed. Utilities were at the frontage. There were some wetlands on this property. This sale is south of the City of Mill Creek. Analysis: The buyers are planning a rezone of this parcel to R 7200 and to accomplish a PRD which will allow bonus units. It is proposed to be the 179 Plat of Laurel Crest. Sale Price — # Units Price/Potential Unit $12,700,000 179 = $70,950 # Lots — # Acres Density 179 24.61 = 7.27 Lots/Acre Northwest Vatuation Services age 2L Sale 7: Location: East side of 35 h Ave SE, north and south of 188' St SE in unincorporated Snohomish County, WA Date of Sale: 3-11-04 Sale Price: $2,925,000 (3 separate purchases) Size: 9.94± Acres Zone: RS 9600, with rezone to R 7200 Parcel #: 162705-002-032 2-008 3-012 Seller: Vladmir M. Kaczynski, et al. Buyer: Critchlow Homes Verified: Jeff Critchlow Description: This is a level, gently sloping parcel with all utilities available. Several homes on this property were removed. There are other subdivisions under construction to the north and east. This is east and south of NO Creek. Analysis: at North Creek. # Lots 46 A 46 lot residential subdivision is under construction, called the Boulders Sale Price - $2,925,000 # Acres 9.94 = 4.63± Units/Acre # Units Price/Unit 46 - $63,587 ort iwest. a cation ervices Page 21 Sale S: Location: 20115 Poplar Way in unincorporated Snohomish County, WA Date of Sale: 1-10-05 and 3-15-05 Sale Price: $415,000 and $375,000 - Total $790,000 Size: 2.35± Acres Zone: RS 9600, rezoned to RS 7200 Parcel #: 3726-011-010-01 " 010-02 Seller: June H. Galen and Herbert Wallin Buyer: Echelbarger Investments LLC Verified: Todd Echelbarger Description: This is a level to rolling cornet site which was improved with two houses. The buyer removed one house and will keep the other. He estimated $100,000 contribution for the house. He will subdivide this into a 10 unit plat. Analysis: The buyer is from a development family and is knowledgeable. He stated he will get $225,000 for finished lots today and can pay over $100,000 for them. He hasn't so far. 10 Lots - 2.35 Acres = 4.25 Lots/Acre $790,000 minus $100,000 (house) - 10 Lots = $69,000/Unit ort nvest a ua—Ron ervices age 22 Sale 9 and Dpinion: Location: Northwest corner of Damson Road and Lawton Road in unincorporated Snohomish County, WA Date of Sale: Various - October and November, 2004 Sale Price: Various, total uncertain (see analysis) Size: Total 12.39 Acres Zone: RS 8400 to PRD 7200 Parcel #: 37230-030-024-00 025-02 026-01 026-03 027-01 List is not complete - Records confused Seller: Various Buyer: FES Properties Verified: Sari Joyner of FES Description: This is a rolling, wooded parcel, improved with several houses, all of which were removed. This is now the 58 lot plat called Hilltop Station and is under construction. It has no views. Analysis: Sari Joyner is the acquisition specialist for FES. She reports she paid from $70,000 - $80,000/unit for this division. It is one year old, however, and she felt prices have gone up substantially since. She confided she had made a bid on the subject for her company. She stated she looked at more than $100,000/lot. She reports her estimate included an asbestos removal estimate, but she wouldn't disclose its amount. Data Item #10• — In Sale #8, Todd Echelbarger, who is active in this market, felt a per unit price of over $100,000 would be appropriate to the subject. He felt it would not be less than $100,000. -- In Sale #9, Sari Joyner of FES Development, disclosed she had actually been one of the bidders for the subject. She stated she used a price per unit of in excess of $100,000. She did hire a demolition cost estimate, but would not provide that number. -- Bob Vick, of Sundquist (Pheonix Development) Homes, is also a long term player in this market. He also disclosed he had made one of the offers on the subject and he stated he had been looking at more like $130,000/unit. He further stated he did not do a demolition cost estimate. He would leave that to the school district. Northwest W55flon Services flauc 23 LOT YIELD: Lot yield and price per unit are directly related. Generally the higher the lot yield, the lower the price per unit. Smaller lots, all other factors being equal, sell for less than larger lots. Also involved in lot yield is developer's preferences. Some developers prefer to do small lots attached, or 0 lot line development, while others prefer the detached product on larger lots. Overriding all of this is the zoning of a parcel. The subject is zoned RS 8000. It allows 8,000 SF lots as the minimum lot size. To calculate maximum allowable density for a standard subdivision, the city requires streets and parks to be deducted from the gross size. A general rule of thumb is for a large parcel like the subject streets, parks, detention, etc. would encumber 20% of the site. This has been confirmed by local developers. The subject's maximum lot yield would then be: Size 11.2275 Acres x 43,560 SF/Acre = 489,070 SF x .80 (less 20%) Developable Size 391,256 SF Maximum Size - 8,000 SF 48.9 Lots Say 49 Lots 49 lots is a lot yield of 4.36± lots per acre on a gross size basis. If a PRD process is used, a maximum lot yield of 61 is possible. The city is, however, going to require some amenities to provide a bonus density and the development would be more cluster oriented than a traditional subdivision. 61 units is a density of 5.4 units/acre, a bit above market data. Sales 1-4 in this report are from Edmonds and can be compared with the subject. Lots/Acre Zone Sale 1 4 Lots lAcre = 4/Acre RS 8000 Sale 2 2 Lots 1.15 Acres = 1.7/Acre RS 200000 Sale 3 5 Lots 1.15 Acres - 4.46/Acre RS 8000 Sale 4 9 Lots 2.04 Acres = 4.41/Acre RS 8000 The subject's lot yield compares well with all but Sale 2 which is zoned for 'h acre lots and had wetlands. o west a 5ation services PabL 27 LOT YIELD: (Continued) A look at a wider market is helpful. The following is from other plats in Snohomish County. All are in Southwest County from south of Everett to just east of Mill Creek. They involve mostly RS 7200 SF minimum lot sizes. Acres Lots Lots/Acre 6.98 27 3.87 2.5 11 4.4 2.4 11 4.58 9.7 48 4.95 7.9 36 4.56 21.2 102 4.8 3.86 19 4.92 31.93 152 4.76 9.72 34 3.5 26.33 93 3.53 25.08 80 3.18 2.03 10 4.92 2.64 9 3.4 4.8 14 2.91 16.35 77 4.7 13.9 62 4.46 6.6 88 4.24 10.0 37 3.7 4.6 22 4.78 60.6 262 4.32 269.12 1,194 4.44 (average) Further, a look at the other sales in this report show the following. Sale 5 108 Lots on 39 Acres = 2.75/Acre Sale 6 179 Lots on 24.61 Acres = 7.27/Acre Sale 7 46 Lots on 9.94 Acres = 4.63/Acre Sale 8 10 Lots on 2.35 Acres = 4.25/Acre Sale 9 58 Lots on 12.39 Acres = 4.68/Acre Northwest Valuation Services Page 25 LOT YIELD: (Continued) The subject, using the rule of thumb, was at 4.36 acres. Sales 1, 3 and 4, also zoned RS 8000 and in the city, yielded 4 to 4.46/acre. The county average has been 4.43/acre and excepting Sales 5 and 6, the remaining sales are from 4.25 to 4.68/acre. I conclude a fair rate of 4.4 units/gross acre is reasonable. 11.2275 Acres x 4.4 /Acre 49.4 Units Say 49 Units CORRELATION AND CONCLUSION OF A FAIR UNIT VALUE FOR THE SUBJECT AT A 4.4 LOTS/ACRE DENSITY: Data available is not conclusive and requires analysis and interpretation. The main problem is there were no large acreage sales in Edmonds and per unit value is increasing at a rapid rate. There is less risk with a small project and more developers can afford to do small projects. In Edmonds, Sale #1, at $230,000/unit, is superior to the subject by size, ease of development and its view. Sale #2, at $137,000/unit, is not the best comparable since it has large lots. Sale #3, at $165,000/unit, has a small view and is superior by size and that view. Sale #4, at $83,333/unit, had no view but is still a small project. It had some site problems which reduced its overall desirability. All of the Edmonds sales are historic, being a year or more old. Sale 95 involved a developers choice. He put away land for the benefit of the lot owners as an amenity. This will add to land value. As a location this sale is in a Planned Community which has some of the highest home prices in the county. It is close to Boeing and other employment. I consider this site as being superior to the subject. Its higher per unit value is largely due to its low lot yield. It, however, is also an historical sale. Sales 6-9 are all in inferior locations to the subject and all are if year old. 6 $70,950/Unit @ 7.27 Lots/Acre 7 $63,587/Unit @ 4.63/Acre 8 $69,000/Unit @ 4.25/Acre 9 $70-80,000 4.68/Acre Northwest Valuation Services Page 26 CORRELATION AND CONCLUSION OF A FAIR UNIT VALUE FOR THE SUBJECT AT A 4.4 LOTSIACRE DENSITY: (Continued) As has been explained, with the rapid run up in prices per unit, developers, who are the buyers in the case of the subject, are reluctant to report current offers. To do so might provide a competitive disadvantage to them relative to their competition. Those who have talked with me were a bit circumspect about data. Compounding this stumbling block is the fact there have been somewhere between 15 and 23 offers on the subject from the local development community and I have not been provided that data. Essentially, market value results from the actions of buyers and sellers. The buyers have spoken and this appraiser hasn't been informed of that which they said. What I do have, however, is several opinions and sales data from Edmonds which shows value is higher in Edmonds than elsewhere. Also, I know demand is huge for the subject with the 15-23 offers. Data suggests those historic sales in this report which who $70-80,000/unit are far inferior areas and took place generally before the run up of offers per unit. What seems clear to this appraiser is value per unit for the subject is above $100,000/unit, based on 4.4 units per gross acre, but how much above? Data is far from clear on this and considerable judgement is required. There have been stories in the press about there being a bubble market in residential real estate. Most authors and local writers have concluded that is not the case here. To this appraiser the rapid run up in prices per unit over the past year seems speculative. Since it can take from 6 months to 2 years to close a sale, an offer today might never be fulfilled. A run up in mortgage rates, a natural or terrorist disaster, a drastic drop in demand, or even more likely a surplus of supply could put an end to this run up. There is a psychology to it which historically has been somewhat fragile. If the development community loses faith in the future, offers might never become sales. At present there is great optimism among single residential developers. Market value, however, assumes a closed sale, not just an offer. It seems to this appraiser there is considerable risk involved with taking a high offer today and expecting it will close in 6 months to 2 years. Considering that risk, the obvious demand for the subject, and the opinions and sales in this report, I conclude a Market Value today, based on 4.4 units/gross acre, is $117,500/unit. '`' Northwest Valuation ernes Z, ? 7 CORRELATION AND CONCLUSION OF A FAIR UNIT VALUE FOR THE SUBJECT AT A 4.4 LOTS/ACRE DENSITY: (Continued) MARKET VALUE ESTIMATE Land as Vacant $117,500/Unit x 49 Units $5,757,500 Northwest Valuation Services Page 28 MARKET DATA APPROACH TO VALUE: This will be brief since there really is only one comparable sale. Market Sale #1: Location: 7011 226TH PI SW, Mountlake Terrace Date of Sale: 7-28-05 Sale Price: $5,000,000 Prior Sales: $2,938,876, - 6-28-02, and $1,700,000 - 7-12-01 Size: 6.69 Acres Size of Building: 39,773 SF - Built in 1964 Zone: Public Use Seller: Puget Sound Christian College Buyer: The Northgate Church Verified: Tom Baker of the college and Brian Magnum, broker of last sale Description: This is a former 1 story, concrete block constructed Edmonds School District Elementary school known as Ballinger Elementary. The district surplussed it in the early 80's and sold it to a Mental Health Clinic which totally redid the inside. They installed an air cooling system and redid the interior. It was reported they put $1,000,000 into it. They lost it and sold it to Puget Sound Christian College who used it as a school. The school put $1,000,000 also into it. The broker reports it was all carpeted. The school used the adjacent playfields which included a soccer field. The school lost it and the church recently picked it up. The church will use it as a church. The broker reports the school auditorium will seat 400-450 and the kitchen had been remodeled into one of the best kitchens he had seen in a school. It has a large walk-in freezer. The only hazardous waste found was an old fuel tank which cost $12,000 to remove. Analysis: According to the broker, he arranged financing with 30% down. He didn't think the terms affected the price paid but he stated it is difficult to find financing for this type of project. This school has been upgraded to the amount of $2 million plus over the past 5 years. It is in very good condition, has air conditioning and is carpeted. $5,000,000 _ 39,773 SF = $125.71f/SF Northwest Valuation Services Page 29 MARKET DATA APPROACH TO VALUE: (Continued) Market Data Item #2: 3 daycare schools have sold in Snohomish County. Date Size Price/SF Kids N' Us 3-99 6,224 SF Built `99 $176 Children's World 6-04 5,976 SF Built `89 $220 Le Petite Academy 9-02 6,630 SF Built -92 $173 CORRELATION AND CONCLUSION: A value conclusion is not possible with such limited data. All sales were air conditioned and in excellent condition. It does show the subject is worth much less than $125/SF of gross building area. Northwest Valuation Services Page 30 INCOME APPROACH TO MARKET VALUE The first step in the Income Approach is an estimate of a fair rental value for the subject. As is, only one building could be rented without a cleanup, window replacement, roof work, painting, parking area cleanup, etc. I estimate a minimum of $500,000 cleanup and upgrade would be needed to make this basically rentable. It would probably be more. My rental estimate considers a moderate cleanup and repair to make the building weatherproof, clean and reasonably attractive. The following are those rents which are most pertinent to this estimate. Rental #1 Actual Subject Rentals A. Pacific Montessori is leasing Building H and the surrounding yard. According to the school district, the rent is now $5.10/year on this space. It expires June of 2006. B. The Edmonds Historical Society is renting 2 rooms in Building A for the same rent with the same expiration date. A CAM charge is added for maintenance, utilities and insurance. Rental #2: Location: 2000 NE Perkins Way, Shoreline Date: Current Lease Rent: $145,000/Year Terms: The district pays utilities and exterior maintenance. The tenant does janitorial. Facility: This is the former Cedarbrook Elementary. It is a 2 level, wood framed school on a 10.54 acre site. The school was built in 1965 and is 34,808 SF in area. The rent is for 33,030 SF. Tenant: North Seattle Christian School Rent/SF/Year: $4.39± Analysis: The tenant has full use of the facility and grounds. This is a moderately well maintained facility. art Wrest Valuation Services Rental #3• Location: 21500 Cypress Way in unincorporated Snohomish County Date: Started 2001, recently renegotiated Rent: $7.57±/SF/Year (upped by CPI) Terms: Tenants pay own utilities and can use the school yard, but not the gym or cafeteria. The tenant pays $0.89±/SF for utilities but this has proven to be inadequate. Facility: This is the former Cypress Elementary, another closed Edmonds School District school. It is on 10.74 acres, was built in 1963 of 1 story, wood framed construction, and is 36,003 SF in area. The tenant leases only a portion of the school. Tenant: Cyprus Adventist School and Providence Classic Christian School Analysis: This school was purchased many years ago by the Cypress Adventist group. It is now well maintained. Both tenants have been in since 1994. Rental #4: Location: 700 Main St., Edmonds Date: Current Rents Rent: $8.16f/SF/Year Terms: City pays all expenses — can use gym if not being used. Facility: This is an old 3 story building housing multiple tenants. It appears to have been an old school with playfields and a gym. Tenant: Various - included a Montessori Analysis: This is more of a community building than a school. orl west Valu,,ition Services Pa e 32 Rental #5: Location: 4030 86t' Ave SE, Mercer Island, WA Date: Current Rental Rent: $7.73/SF/Year Terms: This is a series of rents to tenants, mostly 5 year leases which are updated typically. The school is mostly leased and all utilities and maintenance is done by the school district. Tenants can use the playfield. The gym is rented out to a theater group. Facility: This is a 67,999 SF former middle school on a 9.15 acre site. It was built in 1961 and has been well maintained. Tenant: Child Inc, Country Village Day School and others Rental #6: Location: 19215 28t' Ave S. Date: Current Rents Rent: $5.04 to $6.05/SF Terms: Owner pays all expenses. Facility: This is an old, 1937 constructed, 2 level, masonry elementary school, 23,591 SF with a 1 story, wood framed, built 1953 addition of 4,295 Sf. It is in average condition for its age and is on a 5.86 acre site. Tenant: Various. This once served as the City of SeaTac's City Hall. A church is one tenant. Analysis: This school sold for $6,460,000 from HiLine Schools to the Port of Seattle. I did not use it since it is in the flight path and is surrounded by Port property. It is zoned for airport commercial and that is its highest and best use. An appraiser felt $7.00/SF is fair, but the Port is allowed to accomplish below market sales. The Port is not sure what it will do with this property. or[ ,,YCsi Valuation er%ices age 33 CORRELATION AND CONCLUSION OF A FAIR RENTAL RATE: What seems to be typical in school leases is the owner pays all expenses. Sometimes there is a minor charge for utilities, and sometimes the tenant does their own janitorial. Rarely does a tenant pay their utilities directly. Rents were as follows. 1. $5.10 plus CAM 2. $4.39 - tenant does janitorial 3. $7.57/SF - Tenant pays $0.89/SF CAM 4. $8.16/SF (Anderson Center - small spaces) 5. $7.73/SF 6. $5.04 - $6.05/SF These rents seem to represent a holding action by the school districts mostly. Costs per year for expenses including utilities, janitorial, taxes, insurance exterior maintenance, management, etc. can run from $5-$6.50/SF/year. This is almost as much as the lease rates. Assuming a gross rent of $7.00/SF is possible for the subject and a typical buyer is tax exempt, I estimate expenses of $4.00/SF/year would accrue. This results in a $3.00/SF/year effective triple net lease. I consider this fair for the subject as renovated. 32,241 SF x $3.00/SF/Year Triple Net Annual Gross Rent $96,723.00 Less Expected Vacancy(') 24,180.75 Effective Gross Income $72,542/Yr Less Management(2) - and Exterior Maintenance and Expenses on Vacant Space 0.00 Annual Net Operating Income Estimate $72,542 (1)Most schools are 1/2 empty. Active management should keep them 75% occupied. (2)These have already been deducted. ort,rest Valuation Services Page `t OVERALL CAPITALIZATION RATE ESTIMATE: Considering the high land value and the low net operating income, I will not go through a full analysis. Overall cap rates for properties with a high risk rate like the subject range from 9-11% Net Operating Income From $72,542 - 09 = $806,000 To $72,542 _ .11 = $659,475 When the $500,000 in renovation costs are extracted, this leaves a value from $160,000 to $306,000. This analysis clearly shows the subject buildings do not represent the highest and best use of the property. One could look at separating off the playfields and selling them and the school separately. The school encumbers 1/2 of the 11 acres. It then encumbers land which could yield, say, 25 units at $117,500 That is $2,937,500. a fair return on $2,937,500 would be, say, 8% or $235,000/year. To achieve this the subject would have to achieve $7.29/SF/year, fully served, after renovation. That's $11.50 to $13.30SF/year fully served. This data points to the subject's improvements not representing the highest and bets use of the property. DEMOLITION COST ESTIMATE: There are two elements to this. One is demolition without hazardous waste, and the other is removal of hazardous waste and construction materials contaminated with them. Item #1 - A former Edmonds School District school at 7821 224t' St SW was torn down and removed 2 years ago. The school district reports it cost $1,275,000 to remove the school due to lead paint, asbestos and a leaking fuel tank. The school was 1 story and 41,323 SF in area. It was Esperence Elementary. According to District personnel, this was an atypical situation. The demolition contractor did not perform up to standards. It involved lawyers fees and architectural fees. The building was first built in 193 5 and had been added onto many times. Things were found on site which were not suspected. Soil contamination was minor. It took 14 months to complete this demolition. Item #2 - Steve Cole is the Facilities Director of the Lake Washington School District. He has been there 15 years and has seen many demolitions of older 40,000 SF elementary schools. He reports it generally costs $150,000 - $200,000 including asbestos. The only way, he reports, it gets much higher than that is if leakage into soils becomes an issue. art iivest Valuation Services I-daoc :,; DEMOLITION COST ESTIMATE: (Continued) Item #3 - Will Samuelson of the Puyallup Schools did a demolition of a 25,000 SF elementary school, concrete block, 1 story, for a total cost of $360,000 which was loaded with 162 piles for a new school. He stated asbestos abatement was $1.25/SF, or $31,250 and was included in this estimate. Item #4 - Ann Garman of Renton Schools provided two demo estimates. 1. Highland Elementary - 2727 NE 9' St, built 1952 - cost $126,000 plus $86,000 abatement. It was 30,053 SF on 7 acres and was removed February, 2003. 2. Cambell Hill Elementary - 6418 S 124 h St. - 40,000 SF on 7 acres in the Skyway area. Demolished in 8-02 - Cost to demolish was $145,000 and abatement of $140,000, or $485,000. I also spoke with representatives for Walker Specialty Construction and Gillen Contracting. They accomplish abatement and demolition. They informed me the first step is to hire a hazardous waste expert to do an inventory and study. After that is accomplished the demolition and removal can take place. Generally $3-4/SF is a good general number to use for demolition without abatement. They report, in a typical school, $80-90,000 is typical for abatement. The subject appears to have more than typical abatement needs. Conclusion: Data suggests a typical school can be demolished, including hazardous waste abatement, for far less than $1 million. This data, however, is just advisory and a final estimate will need to be achieved by a competent engineer. I have no special knowledge on this subject. Northwest Valuation Services Page 3 FINAL OVERALL CORRELATION AND CONCLUSION OF MARKET VALUE: Land Value as Vacant $5,757,500 This does not include the cost of demolition. and abatement. When this cost is available, it should be subtracted from my estimate. Market Data Approach No estimate No estimate was achieved due to the lack of truly comparable data. Income Approach (as Improved) $160,000 - $306,000 This approach was included mainly to illustrate the land has increased so much recently and the existing improvements are in such poor condition that they do not come close to serving the highest value of the land as vacant. FINAL VALUE CONCLUSION $5,757,500 Less Cost of Demolition and Hazardous Waste Removal ort hest Valuation emces F':iz'c 77 CERTIFICATION I certify that, to the best of my knowledge and belief. The statements of fact contained in this report are true and correct. The reported analyses, opinions. and conclusions are limited only by the reported assumptions and limiting conditions, and are my personal, impartial, and unbiased professional analyses, opinions, and conclusions. I have no present or prospective merest in the property that is the subject of this report, and no personal interest with respect to the parties involved. -- I have no bias with respect to the Droperty that is the subject of this report or to the parties involved with this assignment. -- My engagement in this assignment was not contingent upon developing or reporting predetermined results. -- My compensation for completing this assignment is not contingent upon the development or reporting of a predetermined value or direction in value that favor the cause of the client, the amount of the value opinion, the attainment of a stipulated result, or the occurrence of a subsequent event directly related to the intended use of this appraisa:. -- My analyses, opinions, and conclusions were developed, and this report was prepared in conformity with the Uniform Standards of Professional Appraisal Practice and the Uniform Standards for Federal Land Acquisitions.. -- I have made a personal inspection of the property that is the subject of this report and of the comparable data in this report. -- No one provided significant professional assistance to the person signing this report. The use of this report is subject _o the requirements of the Appraisal Institute relating to review by its duly authorized representatives. As of the date of this report, I ha-,-. completed the requirements of the continuing education program of the Appraisal Institute. -- I have afforded the owner or a designated representative of the property the opportunity to accompany me on the inspection of the property. -- I have disregarded any increase or decrease in Fair Market Value caused by the proposed public improvement or its likelihood prier to the date of valuation. -- This appraisal has been made in cmformity withappropriate state and federal laws and requirements and complies with the contract between the agen6`and therappraiser. (Jlack Dinniene, MAI tate Certified General 02701 1Expires 7/28/2005 ADDENDA Northwest Valuation Services Comparable Data Map +�� p wr� "`4R� �� s ' syr i e lieTk s7 wry"' i '. - — --- -- xaRw Ra. ac+lCwa • i4 FrlfiFt 5T. i s • _ +' 4r"/L. a iN 101.# 149TX PL- wk5thrnt In 0, 1. '^ ^ In IL ;z Ix=• sryD > xt 11l r 4 _ y s [ ?: s tvLXo I - �_ 153RD •PL.� M ad0 i9 t j f l „ 1 k r T L__r ! 1seTn T- sw.'s — .. - ls6TN s Park r • a r 15] N sr - s. X IT MEAEOWDALE W soon r- ep OK -- ^ _ sylsl 1 l Q s w Y Ul O liMdy NA i li rpr y .��. •;aWS Pr k c.7 Q BROWNS H ky w zw� s,,■ s r,P ST. s, rarxw sw. r Vi O :_�o rYTn r 1TD1 f L9Nlrris.. a FZESI I— 1� Y __--- r ST - >j n $S�in f 173ND S!- YTy 1••Ca Pill 1 '�• _ �• lr iirYL . 9L. 1i r' r 1 's 113,m Lf, Ra w 1] F /L, i41■R ], f / f l iriT- g L W1ra = 1 }.r i rs Pt� r O f P■La[xr+ - i �1 pr.rX n f IL Lrslr sr. 7 �Irs err In I � D f---- -- _ S sw Ie3r IT rw inIN 1 IT 3,r ` �V]$q 11xn :9C O � rL. —a J jgl,l ST /- TLl � LE nn WY. �, J■!X � �� U. 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YL� $, n rfi 7Y4 N6 5 sw rr3r rise n sw '.'7'.w'r lr ♦ n. I � ALr,Ni4x1Y zrer�it, sr �i sY � S� r _ { � � trf I1L ITST +s `�pDC RP• fie.€'• lr+Ins lYf k €i • r • Prf. - - . p77 w IT. .! 7?• er „ ] _ 77erk $r. Y2ltN ti�a'"` >.e} {H�� i a . � � � r � � to � s .. sT � , r .7QA Y ; R , •,9 _ � � 7, �.� = r WOODWAY S' xTx r] i, yr, ^ri, • • t' + ]315T ��7 N F r.]�T, 7 = 7 reeve ''r -= s 9 n rsrre n .. I sT, s - 8idi er 1 Y ne.p �• c'n' � f VV I tl w uIPSETT t ■ �n� Ft. sw qm! C el -0 '''r # Ld Sale 4 } r r P = xT 5T Y z� + s { . rr HS� F r^^•ry ! C ^ ^, -" 1 7715k � r• n 7i r" r �� • i � t • - r1iiX nerX irlrl 7 e X 53. _ SW " ,I i, 1 M1 • •� "� 1 w tl ; Nile Temple sr. PL r7e1 .r •- ^ !]rp. Si ry ., Yi ! g 'e rl�Tlr a . - ' H9 Nn. i cinLr • s. r wr-: T r'! zaDln st- � s � + 8ai p� '. 77 . ]rmn :w N -� _ � ••.� PL wTIT-� sw r.ar.n. r k +isr y r9nrn FIRALE "N ercA .r �� „t L• e `` _ K >ir■ rt tLkNp� a' S S •�7• r r; rl. xar■D YrSt. ' � C7rr6 � '2 xm sT. n 1 7 .. Y E rT - i L Lw y X>kp Sr. 344TN eTk T,- SW ti . - ' X II.. y r • �3 RLLNGEA 1p1 7Pir _ t 7•�6n 'w�' .-.g. � i, # � Xp . '• E 94 , ram• _ .' 7 n -� r r � r pLT , � _ iv. r}� gq�ry - 4 .. Y r... _ • x - F4 {'w/s.�. 4'g rv11 .r . IT � o Comparable Data Map IF CAV 93 2 •' • T W 1i p • • • 41ST 5T 5E -CH 5T i � SL • . HARBORVIEW PARK ISLANIp UNIT r • • •, EOGEWA TER PARK On1e 42 SF SE» _ VD reso KyLTE4 `" • • 53RD '5 52ND ST u, � Mot Point* r a cn + veref T C. < MUKILTEO STATE PARK 60THI ST SE fi Mukilteo "� v 64TH $ ST �f ti1ADISON @ ST p (A ST F9 -i N rrr Boaft 747 Pbr1t Q G3` era SE c T.. :. two,lds Lrpe� z f = S � = c Nelsons C 2Ha WM WALTE KO 189 Ave qj .- MEMORI I L PARK E NA LL Ap 5w Paine Fief RECAREA N a Golf CDum 12,� 99 . 100TH ST SE S 525 L Everett uj l N = r� 1 So. Snof j ST PAINE FIELD 9� Z� S) EC CENT R 112TH ST SW`Cn x ! N N A. SUL I N PARK <<• 3 a uw 11 H ST y 9�MF9 21S = 5d ¢u .� T �� 4 rph S rn ` 1 4TH ST < Qo 96 $G l,a>,�d Sale 5 ' ` �•c a RD IV 128TH ST C❑ m r z Picnic Point r r Pointe lab In PICNIC POINT CO PA A f �� a ti 134 5 a 132110 T SE Rees 0 0� 36TH aN Q 4vE 40T 147 R(D) 0 OL V McC LLUM Mill $� m ST Sw L � nckn PARK Thomas :r Ick 3 43T1 146TH ST SE reG La ke 1 148TH S ST SW r T 4STH ST > MAMA LEACH RD y � v - 4t Ma Lake M i I 3 �' Ba SE � v c a x C ree + M LE 3 b 3� N RK RD c a S6TH o D' 525 aW 164TH ST r H ST S i a 64TH S1 Meadowdal 188TH ST s 188TH ST 165 x N ' z o � T ST SE r 0HOMISH PKRES = 1TSTH ST 5 < S 'C �' A h �52� g Safe 178TH = r Sw o � �p� H sT 99 = 82 v g WT 184TH ' Perrin 'liq 188TH STD h4 l R ❑nd J 188TH 3 SCRIBER Land Sale 7 t 196TH PARK $W 1 1 FILBERT % � 3� 6 NNIS Qq 1N H 5 k 524 _ erwo �� s� o enna' ,s7 gmeralc Coif Land Sale S TH ST SW GFR Corn }Y t52 � Hills . sw w*' �Q and Sa1� 9 rasher � rBr� �'� Turr Ir Y nnwo SW' O 212TH ST oCOr Corn _ ` YP ; a QGA 216T 3 �{ Y,S �., H ,"� 6T % 22oTH ST SW; L 4p R+ AtaJ3 5W 20TH s ST > H u 228TH ST 5W qC 228TH 5T Sw " + 228TH aT SE 522 �. x 3� Pantf s �x a you K ST { _ s sW SGREN ark In33AD _ 237T BR E R - Co PK 240TH TM d5T 1 44 H T ST _ SF Y 244TH ~ Firdale lies ►ti — ST SE F rl�l�l t � A .� 2 5v 6 Pt. webs parable Data Map - Cam x annMxl Lf �. 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PK A NE �5 ff 8 b ON L y fF i f T F 31 F 5alnran Bay r ft tln, R .E 65rx R 0 i r[ !."• !mx _ �! -_ n NAB a�Park� ■ * x o s,a "KIRK I I,pe sxo � R� r ►vPt. y�`uN e$ e"N WITPO°Nir M1 ■ r P ■ P #� d ?� 41 Y tl,x $1 pr D W OR -] : lJ 3+f1 -'A3» • - f . 31:' YirtOw BellevYe r fu [+ HuntsPNFWIKUM1 .r ar. sr _ $ _ `4.1. ^•�-`�u• . _ v� y 7c $ ..w+t+nRy� 5z0 y ONF ° h f I wA$yl riroad SNix yj h '�cs 5f sr s ~ 11C. �aaplB ea�Gsros, r " I„ r•"'` R ° fl slay f —�-s II `+F ra0 Stuns 4y� o slayko s' ••• • •••••»SATTLE E � y # + vcu+i � YE " i1 & Wf "' rt r,. � � sfeens N f} i X @EACIr!% a ► ■ _p D !##a �T rat �— EL[dOTT �E 4 MADRONAPK £! rue st a 2 s of _ Ina BAY •Ake wee ![A YDFNBiD ...............y sr.lx ss � z u1EssY si g I'Mi rrari srm ............. ».............. .-.... Y19tw wA� y[ ,} coo ie RlS PK ss `E FYuvslaSs�s Head A,rtrak • a * U77fER ik F E m ► n.m CAP n who sr .x ,• ''� IMp �' _: VMFL r61. AA6 RHANK .. - L.A. s x1y.� IF Mo ~• e s rE TaAI[ER wscE Lr Bp ° SL i 7 wii twhOp /nnrV�S F.--� �- •''• Brltr7tflAt� s z s, PK , _ PKa rTE; 'I mCeE V ° Lkr areke X t SadW r 99 :r Fi AlkiFF Sammamish rrr+.r PteRental 5 � a.-- uiY+1TM rrw rArr x ' aw ��_yyrrr Eams o L01YApN �r�ME SEE PY'`RSf f 7� s zt s el�� r� SA1f5, se�nsa 0 e sw n Sey1M n 7 f ¢ sr JIM M u sow ix rs J ■Came; V Frs 9 s[ O w $ yY Ca9.S .F s, wrr Cgpun Hlgh'r_>E i* ST ° Ke map fy Point r /� lfNf4tN PK xq[LEK k PRfrCNFR r n s HEWC f• L y Pt.{Mlftlaml nl Y if 9W nsrr ST + 13l•BLICN is t MC40AL Dili In Wt rrel l- f1 MF ��CLOVErr Si s pK Pr; $t. Sahrwn 'TMdifien 9.44 0. �IIIadF1,9Gr r r ]ai.J ItrtLt,rslf f1�l4 r iS5AUA1i; 4—lashon FNrY_. Brace Pt i CAf}kPK aM ...• ! 5 3 ,c y W4xl Tlgs�lftA ,r rad !f i R 9D0 SOWk WA •, ri r 1 •� j••••DoHeights rn rwf.xr jo' i� Rom° 9R e Caalfie[d 190nfr �-Wisty; ..T 1p' �.. r.t+r�woa I TCY tTi ` { ^ £ VAMarvir th 5—N PIL - :xY.r sr s xzr,r rr, -urst ED irONf� s rs,d ' .rx i p ��'r Lalr ` +ra 1urOr t Ica Acres SEMWASTPK , f u 4 z r� T Yii ICI■ s 11d891mood x r Kura C Arrg .ouP is uan ST T urlen 99 lCFp aperaodf9 11 1 r �psss ro ■ o sr �; �-�. Dlh.orth Seah <sr.a D s, sl9 1( 'Lp Pant Beals O E CEfitR RI rrMLE 16! eF balrvwod r can w sue- t- r x Csdu Crory � '- �cS a�nyr..tdN y 2; Mom 08ER Three Tree Pt. T E* jc c ; I f� r`N ks WrMrrr la4r rshr a 4 i [,1tmv ODrilfa xn sx a d As `y w "� MM rmy. W1n sr Srs Fr.Y,.'.a SL...�-- NORMAN 1YIx n �- J U►xE o �,� I N� + PARK Rental 6 A 67 , ureo 3r = rgunres x tt msc ! sB "� !AK ras K PamAs.i sr ° r a hM s,�ry f� s rev ss OF S a E sr{ipF msr 3 x lrx s: m 'Ce t Y s rw S�d�tF ! dddYYY RNIN 1T r .;x n �`• mot: %3, PK r, IF i • x`� 1r'{ap x: u r rrORMANDY �°9 is Pa_\' s Yal �',.}1r - Ci .14 A J,� BEICN tarn SIG= }� E/arex DESYOWE f] B CREEK a ,g• + , r eEACN a s rrm R 3r n.r. s1 _ `-SA.d." ,:7L 3i T^ IF �a DES MOIRE an. x3 rx --� 11ekr 6 4 �mN a u ar fjs■cfs sly T .; X Robinson Pt 3 w, ■ r r RD C u I rer s, r. Y cwr✓<+Mrr Lej f.s leach r0� MAU 99 �{ v E { DERNE55 i KfOk ti $1! f1ySIpR @ F : fiV! _,>A h �rwfRirY xr , o dian La ,e WiWtmiss +•` r PK �• C.P. to �` Wiidis sl6 A E 11 . N to Woodmont Beach r i-_��ff 3]'��r f N.. o ,o • I F ,�V 1 .- f have Acres �� • s:.l3lra c �_ %. r�n- s prEEA-- x �axr. v 19 o' � r - _� Oan. L I I _ . - 4/ Z W. 1/4, J tl;. 0b, I. L Plot Plan 1" 2-00, BUILDINGS NOT TO SCALE BPA Ease.? 0 42 - Former Standard - Oil Ease •- • j•-•.r--- - s-oi�t 43 559 39 `� 0.1 I ��/ � 3e J � Playfields -1-0/5 . '• • I - - -- -I 3 -o/ c 37 36 O I 47 ' �_ 437.89' 237 th PL SW I 2 34 �� 3 c:lb _ 54 55 = 33 49 f. 58 / GARDEN OF PRAYER GARDEN OF THE APOSTLE 32 50 E 5/ 52 56 57 2 GARDEN OF MEDITATION I RICH ON GARDEN OF THE LAST / U� 23�7 th. PL S.W. GARDEN OF THE GOOD SUPPER 1 3 SHEPHERD 2 - � 3/ 21 20 � /0 7 I aZ J 9 8 6 5 ,I 0 30 22 /9 N // I I 0 5 _... . 29 0 23 /8 0 /2 RESTLAWN :M4RIAL GARDENS — - - - /3 r 527) 7 28 24 /7 14 26 /5-- (555/) 9 2 /B /7 /6 /5 /4 /3 12 // /0 9 8 7 6 5 4 3 J ,f 2 240th PL Q 19 f 240 t h PL. S.W. - �5 4 20 p- -- i� / 25 24 1 /6 /5 ! i 52 3/ 24151 ST. 6 T 2 23 2 14 2 JO CT 1 o I y 29 `~ Plot Plan I ICI G`TD ICI `T *'IYI E x,� 5 TTRAI�I C=S iC CI."MI Y ar:..Yc.•.t•. .�a/+.iE.ra. +. 1trP-..,►.«.:;..: wv:r.�.Z:.- ,.�a:.r•.:�s.-.a:Y.t rai'�.y�arir;:.v,�w�+ `�.+r�i SEATTLE 4wASHIAIGTON QW, 451 P�:�C AMOUPIT $ 15,000.00 PREMIUM $ 52.50 POLICY KO. F-52606 For value, WASH I NGTON TITLE INSURANCE COMPANY, hereinafter called the company, a corporation incorporated under the I: ws of the State of Washington and duly authorized by the State Insurance Commissioner to insure titles, does herehk insure, subject to the annexed conditions, hereby made a part of this policy, EDMONDS SCHOOL DISTRICT NO. 15, a Municipal Corporation, heirs and devisees (if a „rporatlon, its successors) hereinafter called the insured, against loss or damage not exceeding FIFTEEN THOUSAA' D— - - - - - - - - - - - - - - - - - - - - - - - - Dollars, which the insured may ,n,tain by reason of any defect in the insured's title to all the estate or interest in the premises specified and described In Schedule A, hereto annexed and hereby made a part of this policy, or by reason of liens or encumbrances charging the same, at the date of this policy, save and except this policy does not insure against loss or damage by reason of an% estate or interest, defect, lien, encumbrance or objection noted in annexed Schedule B, which is a part hereof. Any I,,., under this policy is to be established in the manner provided in said conditions and shall be paid upon compliance h% the insured with and as prescribed in said conditions, and not otherwise. IN WITNESS WHEREOF, WASHINGTON TITLE INSURANCE COMPANY has -caused these presents to be authen- tieawd by the ftcsimilc Signature of its President, and its corporate name and seal to be hereunto affixed, but this policy is not valid unless attvsce•d by the Secretary or an Assistant Secretary. Dated this 26tti day of June, 1954 j J , at eight o'clock A . M. WASHING Tox.,Trmr-. BURAxgE'-CC]MPA-Ry. - By President Attest: Assistant Secretary POLICY No. F-52606 Fr_ HELI i �M .Ak I - The estate or interest of the insured covered by this policy. Fee simple estate. 2. Description of the property with respect to which this policy is issued. IN `rills COUNTY OF SNOHOMISH, STATE OF WASHINGTON The south 483 Feet of the north 568 feet of the east 920 feet of the northwest quarter of the southwest quarter of section thirty.: six (36), Townshij) twenty-seven (27) north, range three (3) east, W.M., EXCEPT the east 20 feet for road. } ss. POLICY No.F-52606 S.C�HxE�LTLE This policy does not insure against: 1. Questions of location, boundary and area; overlaps and encroachments by improvements belonging to these or adjoining premises; all dependent upon actual survey for determination. 2. The existence of roads or ways not established of record, or existence of county roads. 3. Rights or claims of persons in possession, not shown of record; rights claimed under instruments of which no notice is of record and rights or claims based upon facts of which no notice is of record but of which the insured has notice; material or labor liens of which no notice is of record; liens created under the Workmen's Compensation Act. 4. Exceptions and reservations in United States patents; any governmental action based upon the claim that any part of smd premises is the bed of navigable waters;'action by any governmental agency for the purpose of regulating occupancy or use of said ,premises or any building or structure thereon. 5. General taxes not yet payable; matters relating to special assessments and special levies, if any, preceding the same bCL_0m1ng fixed and shown as a lien. 6-Easement vor electric transmission line, granted by John C..Rice, a widower, and T. W. Daugherty, to Puget Sound Power & Light t Company, a Massachusetts corporation, by instrument dated March 5, 1931, recorded March 18, 1931, in volume 254 of deeds, page J 559, under auditor's file No. 496845, records of said county; 1 together with the right of the grantee, its successors and, assigns, at all times, to cut brush and trim all trees standing growing upon said lands, which in the opinion of the grantee, constitute a menace or danger to said line. The Grantor, its heirs, successors or assigns, covenant and agree that they will not do any blasting or discharge any,explosives within a dis- tance or 300 feet of said line without giving reasonable notice in writing to the grantee, its successors or assigns, of in- tention so to do. 7. Right of way easement dated April 30, 1953, executed by Anna Fender, as her separate property, to Standard 0'il Company of California, a corporation, and Standard Gasoline Company, a corporation, recorded June 30, 1953, in volume 518 of deeds, page 563. under auditor's file No. 1066869, records of said county. 8. Perpetual easement and right to enter and erect, operate, main- tain, repair, rebuild and patrol one or more electric power transmission line, and appurtenant signal lines, poles, towers, wires, (-Lble, and appliances necessary in connectian therewith, granted by Anna Fender, to The United States of America, and its assigns, by instrument dated June 29, 1953, recorded September 8, 1953 in volume 523 of deeds, page 160, under auditor's file No. 1073048, records of said county; in, upon, over, under and across the following described property: A portion of northwest quarter of southwest quarter of said section :36; together with the right to clear said parcel of land and keep the same clear of all brush, timber, structures, and fire hazards, provided however, tht words *Fire Hazards" (Continued on sheet following) Ss. POLICY NO. F-52606 SCHEDULE B - Continued shall not be interpreted to include growing crops; and also the present anal future right to top, limb, fell, and remove all growing trees, dead trees, snags (collectively called "danger ' trees") loeated'on Grantor's land adjacent to said parcel of land, which could fall upon or against said transmi.%ion and signal line f'acilites. (End of Schedule B) �CortnITrIo ioF ' �xr �PaL I. NOTICE OF D1:J I:CT, SUIT OR ACTION: The Company shall -have the right to, and will, at its own cost, defend the insured in all suits, aci i, ,,, or proceedings founded upon a claim of title, encumbrance or defect which existed or is claimed to have existed prior in date ui this policy and not excepted herein; reserving, however, the option at any time of settling the claim or paying the policy itr full. In case any such suit, action or proceeding shall be instituted it shall be the duty of the insured at once to give notice thereof in writing to the company at its Home Office, and, if the insured is a party to such suit, action or proceeding, to secure to the company, within ten days after service of the first process upon the insured, the right to defend such suit, action or proceeding itt the name of the insured so far as necessary to protect the insured, and to render all reasonable assis- tance in such defense. If st11 h notice shall not be given, or the right to defend secured, as above provided, then all liability of the company with regard to the subjecr matter of such suit, action or proceeding shall cease and be determined; provided, however, that failure to give such notice shall in no case prejudice the insured if the insured shall not have any knowledge of such suit, action or proceeding. 2. CLAIM OF LOSS. PAYMENT OF LOSS: In the event of final judicial determination by a court of competent juris- diction, under which the in,,ured is dispossessed or deprived of the premises covered hereby or the estate or interest insured is impaired by reason of any adverse interest, lien or encumbrance not excepted herein, or, if this policy covers a mortgagee's interest, and such final judicial determination shall defeat or impair the mortgagor's title to all or any part of said premises or establish the priority to the mortgage of a lien or encumbrance not excepted in this polity, claim may be made hereunder, provided the conditions have been complied with in all respects. A statement in writing of any loss or damage, for which it is claimed the company is liable under this policy, shall be furnished to the company within sixty days after such loss or damage shall have been ascertained No right of action shall accrue under this policy until thirty days after such statement shall have been furnished and no recovery shall be had under this policy unless an action shall have been commenced thereon within one year after the expiration of said thirty days. i. LIMIT OF LIAMUTY; SUBROGATION: The Company may at any time pay this policy in full, whereupon all fiability of the company shall terminate. The total liability under this policy, exclusive of costs (the costs not including in any case fees of counsel or att()rneys employed by the insured), shall in no case exceed the face of the policy, and every payment by the company shall reduce rho: lxslicy by the amount paid. When the company shall have paid a loss under this policy it shall be subrogated to all rights and remedies which the insured may have against any person or property with respect to such claim, or would have if this policy had not been issued, and the insured shall forthwith transfer all such rights to the company accord- ingly. If the payment made by the company does not cover the loss of the insured, such subrogation shall be proportionate. In case this policy covers a mortgagee's interest only, the company may pay the insured the entire mortgage indebtedness, with interest at the race specificti in the mortgage, and thereupon the insured shall assign and transfer to the company the mortgage and the indebtedness secured thereby, together with all instruments evidencing or securing the same, or shall convey to the com- pany any estate lawfully vested in the insured by virtue of acquisition of said premises, and all liability of the company shall thereupon terminate. Demand for payment must be accompanied by production of the policy for endorsement of such pay- ment. If the policy be not s<t produced, indemnity satisfactory to the company must be furnished, 4. REFUSAL TO P[1RCHASE ESTATE: The Company shall not be liable for any loss or damage resulting from the refusal of any party to enter into, or carry our, any contract respecting the estate or interest insured. 5. LIABILITY UNDFit MORTGAGEE'S POLICY: If this policy covers a mortgagee's interest only and any insured acquires said premises, or any part thereof, by foreclosure, or in other legal manner, in satisfaction of said indebtedness, or any part thereof, or under FHA insurance contract, this policy shall continue in force in favor of such insured, and each successor in interest in ownership, subject to all of the conditions hereof applicable to an owner of land. 6. ASSIGNMENT OF POLICY: The obligations of the Company under this policy shall extend to the Insured above named; to anyone to whore rhis policy may be assigned in writing endorsed hereon; to the executors, administrators, heirs and devises of the Insured; anti tr, :tray assignee of any mortgage which may be insured by this policy. The "Insured," when hereto- fore mentioned, refers to v:tch party separately to whom the Company is, at the time referred ta, obligated under the terms of this policy. ss. County of King QUALIFICATIONS OF - JOHN "JACK" DINNIENE, MAI - REAL PROPERTY APPRAISER RAI AL EXPERIENCE HISTORY Jan. 1984 to Present Owner - Northwest Valuation Services, a Fee Appraisal company. Appraisers of and consultants on real property. Jan. 1978 - Dec. 1983 Fee Appraiser, Eastman & Allen Co., in Seattle, WA; commercial Appraising of a wide variety of properties. July 1974 -Dec 1977 Fee Appraiser, Wm. R. Coffin Company, Redmond, WA; appraisals of a wide variety of properties, specializing in commercial properties. Sept. 1973 - May 1974 Independent Fee Appraiser, Grants Pass, OR; wide variety of appraisals. July 1992 - July 1993 Fee Appraiser, Nichols Appraisal Co., Anchorage, AK, specializing in condemnation appraisals. July 1971 - June 1972 Right of Way Agent, Department of Highways, State of AK, full and partial taking appraisals in Anchorage. June 1965 - June 1971 Right of Way Agent, Division of Highways, State of CA in San Francisco. Three years in real estate appraisal doing condemnation appraising; one year of property management; two years sales. EDUCATION • American Institute of Real Estate Appraisers Courses: Appraisal Principles, Capitalization Theory and Techniques, Condemnation Appraising, Industrial Valuation, and Professional Standards. • Society of Real Estate Appraisers Courses: Income Property Appraisal. • International Right of Way Association Course: Easement Valuation. ■ Various seminars and mini -courses; several FTRREA Act Seminars, 3 Growth Management Act seminars, Historic Preservation, Computer Decision Making, Apartment Valuation, Subdivision Analysis, Highest and Best Use, Tax Considerations, Marshall & Swift Computerized Cost Seminar • B.A. Degree in Business Administration, San Francisco State University. ■ Other Appraisal Courses: Intermediate Real Estate Appraising, Real Estate Law, Investment Property Analysis, Taxation of Real Estate, Building Construction and Estimating - Computer courses, Windows I & II. PROFES SIONAL ASSQCLATIQNS • Member Appraisal Institute (MAI) designation with the Appraisal Institute (Income Property Designation) • State Certified General Appraiser, State of Washington #270-11 DI-NN-IJ-D595M-8 • Member, International Right of Way Association • Member, American Planning Association Northwest Valuation Services JOHN "JACK" DINNIENE, MAI (Continued) LIST OF NOTEWORTHY ASSIGNMENTS: • Complicated full and partial taking including easement appraisals for government agencies and individuals for condemnation including regulatory taking cases • LID Studies, and Appraisals of Railroad Rights of Way • A proposed ice skating rink including site selection and feasibility analysis • A hospital - Airplane Hangars - Car Washes • Two Alaskan seafood processing plants • Banks - Mini-lubes - Mini -storage facilities • Historic properties - an Antique Mall • Cold storage warehouses and many industrial properties • Several fire stations for reuse, surplus schools • A large convalescent hospital ■ Large and small hotels - motels • Community and neighborhood sized shopping centers and strip centers • A horse stable and thoroughbred training center, and several veterinary clinics • A wide variety of apartment buildings • Medical office buildings • Industrial Parks • Residential subdivisions and unimproved land appraisals • Several large and many small restaurants • Camper parks • Mobile home parks • Service stations • A resort condominium hotel • Various projects to FNMA - FHLRB and FIRREA standards • A day care center • A nursing and boarding home • A marina • A Bed & Breakfast Inn • Appraisals for tax appeals and estates • FNMA & Freddie Mac small and medium sized income property form appraisals • Timberlands - wetlands - street vacations - rental studies • Appraisal of unique parcels of land for acquisition as parks and wildlife preserves EXPERT TESTIMQNY • I have testified in Superior Court cases including condemnation in Alaska and Washington, and at Masters Hearings and Bankruptcy proceedings. GEOGRAPHIC REGION$ WHERE APPRAISED • Specializing in State of Washington, mostly in the Puget Sound Area -- King, Snohomish, Kitsap, Pierce, Skagit, Whatcom, Jefferson and Clallam Counties. • Also have appraised Central and Northern California; Southern Oregon; Idaho Panhandle; the Anchorage, Kodiak and Alaskan Peninsula areas of Alaska. Northwest Valuation Services