2023-03-28 City Council PacketOp E D
o Agenda
Edmonds City Council
tnl. }nyo REGULAR MEETING
COUNCIL CHAMBERS
250 5TH AVE NORTH, EDMONDS, WA 98020
MARCH 28, 2023, 7:00 PM
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"WE ACKNOWLEDGE THE ORIGINAL INHABITANTS OF THIS PLACE, THE SDOHOBSH (SNOHOMISH)
PEOPLE AND THEIR SUCCESSORS THE TULALIP TRIBES, WHO SINCE TIME IMMEMORIAL HAVE
HUNTED, FISHED, GATHERED, AND TAKEN CARE OF THESE LANDS. WE RESPECT THEIR
SOVEREIGNTY, THEIR RIGHT TO SELF-DETERMINATION, AND WE HONOR THEIR SACRED SPIRITUAL
CONNECTION WITH THE LAND AND WATER. - CITY COUNCIL LAND ACKNOWLEDGMENT
1. CALL TO ORDER/FLAG SALUTE
2. LAND ACKNOWLEDGEMENT
3. ROLL CALL
4. PRESENTATIONS
1. Hearing Examiner Annual Report (10 min)
2. Planning Board Update (25 min)
5. APPROVAL OF THE AGENDA
6. AUDIENCE COMMENTS
THIS IS AN OPPORTUNITY TO COMMENT REGARDING ANY MATTER NOT LISTED ON THE
AGENDA AS CLOSED RECORD REVIEW OR AS A PUBLIC HEARING. SPEAKERS ARE LIMITED TO
Edmonds City Council Agenda
March 28, 2023
Page 1
THREE MINUTES. PLEASE STATE CLEARLY YOUR NAME AND CITY OF RESIDENCE.
RECEIVED FOR FILING
1. Written Public Comments (0 min)
2. Outside Boards and Committee Reports (0 min)
8. APPROVAL OF THE CONSENT AGENDA
1. Approval of Regular Meeting Minutes of March 21, 2023
2. Approval of claim checks and wire payment.
3. Ordinance Amending ECC 2.35.040 - Management Leave
9. COUNCIL BUSINESS
1. Highway 99 Revitalization Project Update (25 min)
2. Discussion of 2044 Population and Housing Growth Targets and HB 1220 Requirements (25 min)
3. WSDOT/City of Edmonds Memorandum of Understanding (10 min)
10. MAYOR'S COMMENTS
11. COUNCIL COMMENTS
ADJOURN
Edmonds City Council Agenda
March 28, 2023
Page 2
4.1
City Council Agenda Item
Meeting Date: 03/28/2023
Hearing Examiner Annual Report
Staff Lead: David Levitan
Department: Planning Division
Preparer: David Levitan
Background/History
The City utilizes a hearing examiner to review and make quasi-judicial decisions on 1) Type III -A and III-B
land use applications and 2) appeals of Type II -A and II-B land use applications, as identified in ECDC
Table 20.01.003(B). Per ECC 10.35.010(G), "every year during the first quarter, the hearing examiner
shall prepare and present an oral and written report to the city council outlining the actions of the
hearing examiner during the preceding calendar year," the purpose of which is "to enable the city
council and the hearing examiner to coordinate land use policy and philosophy."
Narrative
Hearing Examiner Phil Olbrechts will present his annual report for the period since the last report was
issued in February 2022, which is attached to this agenda memo and includes an overview of four
Hearing Examiner decisions (two conditional use permits, one variance, and one SEPA DNS appeal).
Attachments:
Hearing Examiner Annual Report
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4.1.a
MEMORANDUM
DATE: March 22, 2023
TO: Edmonds City Council
FROM: Phil A. Olbrechts — Hearing Examiner
RE: 2022 Annual Report
SUMMARY: Four hearing examiner decisions have been issued since the last annual report to
the City Council issued on February 25, 2022. Each decision is addressed in reverse
chronological order below:
Glacier Environmental Conditional Use (3/6/23): Approved conditional use permit for
outdoor storage of items such as pipe, traffic control signs/delineators, small concrete structures,
pickup trucks, and cargo trailers as an incidental use to a proposed new office and warehouse
located at 7509 212th St. SW. Surrounding uses include a mix of commercial and single- and
multi -family residential uses. The storage area will be obscured from view by surrounding uses
by existing trees, landscaping and fencing.
Flourish Wellness Clinic (12/15/22): Approved conditional use permit to operate a wellness
clinic in an existing multi -use building located at 9724 Edmonds Way. The majority of
surrounding uses are commercial along with one single-family residence. Prior use was an
insurance office and no exterior modifications, other than signage, were proposed.
Edmonds City Park Greenhouse Variance (6/24/22): Approved two variances to replace two
greenhouses with a single greenhouse at City Park within the 20-foot setbacks of Pine Street and
SR-104. The City requested a variance to the City's 20-foot setback to locate the proposed
greenhouse a minimum of 14' from the southern property line along Pine Street and I from the
western property line along SR-104. The City requested a landscaping variance to waive a
requirement for two trees within the setback area. The replacement greenhouse is taller and
larger than the existing two greenhouses combined, but will be setback further from the street
than the existing greenhouses. The setback to the west property line will be increased from five
feet to 11 feet and the setback to the south property line will remain at 14 feet.
Appeal of SEPA DNS for Stormwater Regulations (3/4/22) Denied appeal of issuance of
SEPA determination of non -significance (DNS) for adoption of City stormwater amendments.
The appeal hearing was held over two days, generating a 171-page transcript. The DNS had to
be overturned if the proposed amendments created probable significant adverse impacts that had
not been adequately evaluated and mitigated. However, the Appellant's concerns primarily
attached to currently existing environmental problems that were not caused or exacerbated by the
proposed amendments. With one debatable exception, the proposed amendments were primarily
designed to increase stormwater protection and to reduce the environmental impacts of
development. Using existing stormwater regulations as a baseline for assessing impacts, the
adverse impacts of all of the proposed amendments were found to be modest if any.
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Examiner Annual Report - 2
The most compelling source of substantive concern in the appeal was over an amendment to
ECDC 18.30.060.D.6.d. Olympic View Water & Sewer District (OVWSD) also raised this as a
primary concern in a comment letter. ECDC 18.30.060.D.6.d currently prohibits discharge of
untreated stormwater from all surfaces into groundwater. The proposed amendments limited this
restriction to hard surfaces, opening the door to discharges from soft surfaces. However, staff
had always interpreted ECDC 18.30.060.D.6.d as only applying to hard surfaces. Consequently,
under the practices at the time the hard surface amendment simply reflects what staff has already
been requiring. Further, with or without the amendment, other stormwater regulations still
require treatment of run-off from soft surfaces over three quarters of an acre. In practical terms,
untreated stormwater from soft surfaces would most likely only come from small lawns,
landscaping and permeable pavement.
The appeal also raised the looming presence of perfluoroalkyl and polyfluoralkyl substances
(PFAS). These are toxic chemicals of significant concern to DOE because they are ubiquitous,
toxic, don't degrade and have contaminated hundreds of water systems throughout the country.
They are a compound found in crumb -rubber fields. The DOE Manual and the City's
regulations are not designed to treat stormwater for PFAS contamination, because there is no
known technology to do so. Although there's no question that PFAS is a problem, the proposed
regulations do not exacerbate that problem. The only amendment that could potentially increase
PFAS contamination of groundwater was the hard surface amendment mentioned in the
preceding paragraph. For the same reasons that the hard surface amendment wasn't found to
create significant impacts associated with untreated stormwater flows, it also wasn't found to
create significant impacts with PFAS contaminated waters. The hard surface amendment has no
impact on PFAS contamination caused by crumb -rubber fields, since the fields are over a 3/4 of an
acre in area and thus require the stormwater to be treated.
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4.2
City Council Agenda Item
Meeting Date: 03/28/2023
Planning Board Update
Staff Lead: Judi Gladstone
Department: Planning Division
Preparer: David Levitan
Background/History
ECC 10.40.020(D)(5) states that "the city council shall meet periodically with the planning board at a city
council meeting in order to review and update planning board agendas." Planning Board members last
met with the City Council on November 1, 2022, where they provided an overview of their role and
responsibilities, discussed projects they had reviewed over the previous six months, and discussed their
extended agenda, with a focus on the 2024 Comprehensive Plan Update and Code Modernization work.
Those items are expected to continue to make up the majority of the Planning Board's 2023 extended
agenda.
Planning Board Members discussed the upcoming joint meeting with City Council at their March 22
meeting. Members were especially interested in hearing from councilmembers about their expectations
for the Planning Board role in relation to the Comprehensive Plan Periodic Update (Comp Plan), which
they will be making a recommendation to Council on per ECC 10.40.020(C)(1). The are various elements
to the Comprehensive Plan, with some more complicated and sensitive to the community than others.
The level of engagement with the Comprehensive Plan will affect the capacity of the Planning Board to
consider code changes over the next two years. As such, members would like to hear which topics
councilmembers think are most important for the Planning Board to weigh in on, what types of
recommendations they are looking for, and with what frequency the Council wants to hear from the
Planning Board. City staff is finalizing its work plan and engagement strategy for the Comprehensive
Plan, and identifying the role of the Planning Board is an important part of the process.
Narrative
Planning Board Chair Judi Gladstone and Vice Chair Beth Tragus-Campbell will provide a short
presentation and help lead the discussion, with additional board members invited to attend.
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7.1
City Council Agenda Item
Meeting Date: 03/28/2023
Written Public Comments
Staff Lead: City Council
Department: City Council
Preparer: Beckie Peterson
Background/History
N/A
Staff Recommendation
Acknowledge receipt of written public comments.
Narrative
Public comments submitted to the web form for public comments
<https://www.edmondswa.gov/publiccomment>
between March 2, 2023 and March 22, 2023.
Attachments:
Edmonds City Council Public Comments March 28, 2023
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7.1.a
Edmonds City Council Public Comments — March 28, 2023
Submitted: 3/20/2023 1:33:23 PM
Name: Grant Gladow
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City of Residence: Edmonds E
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Agenda Topic: Climate Action Plan v
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Comments: Please adopt or approve the Edmonds 2023 Climate Action Plan. The weeks of wildfire a
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Submitted: 3/20/2023 1:52:25 PM
Name: Janet Robertson
City of Residence: Edmonds
Agenda Topic: Climate action plan
Comments: Please approve and adopt the Edmonds climate action plan. We in Edmonds need to do our
part to preserve this area, the world, and our planet for future generations.
Submitted: 3/20/2023 3:02:40 PM
Name: Carlo Voli
City of Residence: Edmonds
Agenda Topic: Climate Action Plan
Comments: Please adopt or approve the Edmonds 2023 Climate Action Plan
Submitted: 3/20/2023 5:26:08 PM
Name: Tom Hafford
City of Residence: Edmonds
Agenda Topic: Edmonds Climate Action Agenda
Comments: Please adopt or approve the Edmonds 2023 Climate Action Plan. Edmonds must do its fair
share to stop climate change and global warming. The 2023 Climate Action Plan has a lot of good
options for how Edmonds can reduce our greenhouse gas emissions. The recurring weeks of wildfire
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smoke in Edmonds and the horrific climate catastrophes around the world show that it's time to stop
releasing greenhouse gases!
Submitted: 3/20/2023 9:55:53 PM
Name: Pam Iverson
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City of Residence: EDMONDS, WA, USA
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Agenda Topic: Edmonds 2023 Climate Action Plan o
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Comments: I feel it is critical that we take climate change seriously. Please adopt or approve the 2
Edmonds 2023 Climate Action Plan before it is too late to make a difference. Thank you for your 3
consideration of this issue. a
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Submitted: 3/20/2023 10:46:23 PM
Name: William Alexander
City of Residence: Edmonds
Agenda Topic: Please vote for the Climate Action Plan
Comments: We should do all that's within our power to cut down GHG emissions. I don't wish to see the
sea level rise 10 feet, Many other climate events are likely over
Submitted: 3/21/2023 5:36:02 AM
Name: Ken Reidy
City of Residence: Edmonds
Agenda Topic: Audience Comments for March 21, 2023 Regular Meeting
Comments: Please amend the February 21, 2023 City Council Meeting Minutes to provide historical
evidence that the public participated in the Public Hearing. I have asked more than once if any
Councilmember read my comments before or during that Public Hearing. Not one Councilmember has
informed me that they read my comments before or during that Public Hearing. As such, I think the
February 21st Public Hearing was tarnished. I believe what happened on February 21st was made even
worse when Council President Tibbott did the following: "Council President Tibbott commented this
was an opportunity to hear from the public. In the coming days, council will have the opportunity to
discuss the minor development code amendment process with staff. When this comes back to council
for final decision, council will have more information, enabling the council to make an informed decision
about moving forward with ample time to interact with staff about this and other code amendments."
The Council's business is to be done openly - not away from the public eye. Staff were sitting right there
in Council Chambers and the discussions about the minor development code amendment process
should have taken place in an open meeting. The opportunity to discuss the minor development code
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7.1.a
amendment process with staff was right then and there. The agenda allocated 45 minutes to the public
hearing, and it was cut off before 10 minutes had even passed. My hope is that simple things like this
can be executed better. I was very surprised nobody noticed the significance of what Council President
Tibbott was stating and made a Point of Order to insist the discussions with staff be done openly. City
Attorney Jeff Taraday has argued that we release utility easements, that we don't vacate them.
However, ECDC 20.75.060(G) clearly states the following: "An appraisal is not required if a utility
easement only is proposed to be vacated" If Mr. Taraday's opinion is correct, what does that make the
reference to "utility easement " in ECDC 20.75.060(G)? Is it a scrivener's error, minor code error or
major code error? Or is it not an error at all because Mr. Taradaya€TMs opinion is wrong and we do
vacate utility easements? Answers to these questions will benefit all. Please seek answers to these
important questions and provide the answers to your constituents. Finally, please inform the public
what happened to the proposed release of utility easement at 21200 72nd Avenue West. Thank you.
Submitted: 3/21/2023 11:38:06 AM
Name: Barbara Ford
City of Residence: Edmonds
Agenda Topic: Climate action plan
Comments: Please adopt or approve the Edmonds 2023 Climate Action Plan. Our beautiful town needs
to be doing its part for the Earth.
Submitted: 3/21/2023 4:13:10 PM
Name: William Alexander
City of Residence: Edmonds
Agenda Topic: Please vote to approve the climate action plan
Comments: There is more evidence of the planet warming faster than anticipated. Responsibility is on
all levels of government to take the actions that are possible. Please support the plan.
Submitted: 3/21/2023 6:23:43 PM
Name: Rachel Maxwell
City of Residence: Edmonds
Agenda Topic: Climate Action Plan
Comments: Please adopt or approve the Edmonds 2023 Climate Action Plan! Edmonds must do its fair
share to stop climate change and global warming-- we could even be a leader for small cities!
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Submitted: 3/21/2023 7:14:48 PM
Name: Julie Caruso
City of Residence: Edmonds
Agenda Topic: Climate action plan
Comments: Please adopt or approve the Edmonds 2023 Climate Action Plan !!
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7.2
City Council Agenda Item
Meeting Date: 03/28/2023
Outside Boards and Committee Reports
Staff Lead: Council
Department: City Council
Preparer: Beckie Peterson
Background/History
Outside Boards and Committee Reports will be submitted to the Received for Filing portion of the
agenda for last meeting of the month.
Staff Recommendation
N/A
Narrative
The Council is asked to review the attached committee reports/minutes from the following
organizations:
Edmonds Public Facilities District
Port of Edmonds
Snohomish County Today
SNOCOM-911
Attachments:
epfd-board-meeting-agenda-03-23-23
Port of Edmonds Commission Meeting Minutes Feb 27 2023
AGND SCT SC 032223
Pages from SNO911-Board-Packet-20230316
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7.2.a
Edmonds Public Facilities District
Adjourned Meeting of the Board of Directors
HYBRID: Edmonds Center for the Arts — Green Room, or
via Zoom at https://us02web.zoom.us/u/81528115033
Thursday, March 23, 2023 — 7:30am
7:30 AM - CALL TO ORDER
1. Call to Order
Ray Liaw 7:30
2. Land Acknowledgement & Equity Statement 7:31
We acknowledge that we're gathering on the traditional, culture -rich indigenous homelands of the
Coast Salish people, who have been stewards of the land and sea in the Northwest since time
immemorial. At ECA, we are committed to working with local tribes to acknowledge and honor
their ancestral lands.
ECA is committed to equity leadership in the arts community and becoming an anti -racist
organization. These commitments reflect a careful ongoing examination of the history of privilege
and power in our industry and within our organization. By continually testing and modifying our
policies and procedures, we strive to increase equity in access, opportunities, and resources at
ECA. The impact of this work will be evident on our stage, among our patrons and supporters,
and within our staff, volunteers, and boards.
3. Board President's Comments
• Agenda Review
4. Public Comment
Ray Liaw 7:33
7:35
5. Consent Agenda Ray Liaw 7:40
• EPFD Board Minutes:
i. February 23, 2023
• Disbursement Reports: December 2022, January & February 2023
6. Old Business Ray Liaw/ 7:42
• Prior Action Items Review Lori Meagher
• March Staff Report — Questions/Comments?
7. PFD Board Business Ray Liaw/ 7:45
• Leadership Transition Update David Brewster
• External Committee Appointments
• Association of WA State PFD's
• Open Board Position
8. Finance & Operations Update Lori Meagher 8:05
• Finance Update
i. FY2022 Financials
ii. January 2023 Financials
iii. Update on Financial Reporting Process
iv. Audit Update
• Human Resources
i. Hiring Update
ii. Job Description for Associate Executive Director
iii. Inclusion & Accessibility Update
• Facilities
i. L&I Accident Prevention Program
ii. RFQ 2023-01 Building Envelope & Conditions Assessment Update
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7.2.a
9. Executive Report / Steering Committee Joe Mclalwain 8:40
• Marketing & Business Development
i. Ticket Sales Update
• Programming / Outreach
i. General Update
• Development
i. Monthly Snapshot Update on Development Strategy
• Departmental Budget Goals & KPI's Update
10. New Business
11. Adjourn
Ray Liaw 9:05
Ray Liaw 9:10
NEXT EPFD BOARD MEETING —Thursday, April 27, 2023 - 7:30 AM
ACTION ITEMS:
1. March EPFD Board meeting
a. Approval of Disbursement Reports: December 2022 & January 2023
b. Board approval of Employe Handbook
c. Final FY2022 financials
d. EPFD Board review and approval of amount to move from restricted debt service into
board designated fund when year-end financials are complete
e. Include Mr. Mclalwain's report on his activities in the packet for the record (staff report)
f. Job Description for Associate Executive Director
g. L&I Accident Prevention Program
h. Agenda Item: Community Connections — consider whether to assign board members to
attend PFD Association meetings and other community meetings
2. Send EPFD board updated development revenue report that is provided to Philanthropy
Committee at their March meeting
3. Quarterly update/discussion on debt service (May)
4. Facilities and Maintenance expense over budget in 2022 — consider whether some
expenses could be capitalized
5. Consider creating external organization chart
6. The month following board approval of Employee Handbook, report how it is received by staff
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7.2.b
14 MAF COMMISSION MEETING MINUTES 2-27-23
Posted at 11:21h in commission Notices by Editor b
PORT COMMISSION OF THE PORT OF EDMONDS MINUTES OF REGULAR MEETING
(Via Zoom, Hybrid Meeting) February 27, 2023
COMMISSIONERS PRESENT
Steve Johnston, President
Jim Orvis, Vice President
Jay Grant, Secretary
David Preston
COMMISSIONERS ABSENT
Angela Harris- Excused
STAFF PRESENT
Bob McChesney, Executive Director
Tina Drennan, Manager of Finance and Accounting
OTHERS PRESENT
Jordan Stephens, Port Attorney
Neil Tibbott, Edmonds City Council
CALL TO ORDER
President Johnston called the meeting to order at 7:00 p.m.
FLAG SALUTE
All those in attendance participated in the Pledge of Allegiance to the American Flag.
CONSENT AGENDA
COMMISSIONER ORVIS MOVED THAT THE CONSENT AGENDA BE APPROVED TO INCLUDE
THE FOLLOWING ITEMS:
A. APPROVAL OF AGENDA
B. APPROVAL OF FEBRUARY 13, 2023 MEETING MINUTES, AS SUBMITTED
C. APPROVAL OF PAYMENTS IN THE AMOUNT OF $1,435,141.57
COMMISSIONER PRESTON SECONDED THE MOTION, WHICH CARRIED UNANIMOUSLY.
PUBLIC COMMENTS
Charles Malmgren, recalled that at the January 30, 2023 Commission Meeting, a vote was held and
passed to scrap the planned, permitted and partially completed Commission Meeting Room. This
was done without regard to cost or viability. With the same stroke, the planned, permitted, leasable
second -floor office was eliminated, which will have an estimated annual cost of $16,000. Heaven
knows how much more the new Commission Meeting Room will ultimately cost. He said vague
comments were made about this being the peoples' building and making the meeting room available
to the public. Also stated were intentions to secure the Port offices from the Commission Meeting
Room. He suggested that an inspector might feel that there is justification for two readily -accessible
egress stairwells to evacuate the newly -mentioned public space. Securing this space from the Port
offices and providing access to both stairwells could be quite challenging.
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7.2.b
Mr. Malmgren pointed out that the cost of the new Administration/Maintenance Building has gone
from over $5 million to more than $8 million, and this hemorrhaging of Port coffers needs to stop. He
said the plan to put a new forklift into service soon, along with the Portwalk project, will have all of
the tenants paying more for fewer services. An example is the decision to discontinue the public
weather station. The State gifted the Port with the saltwater access for thirty heavily -populated miles
of shoreline, and it seems miserly to withhold the weather station service. He strongly urged the
Commission to reconsider the meeting room changes. If the leasing goes well, he suspects that
there would be funds later to provide for skylights or other aesthetic enhancements.
NEW ADMINISTRATION/MAINTENANCE BUILDING REPORT
Mr. McChesney reviewed that the original contract completion date for the new
Administration/Maintenance Building was July 1, 2023, but that date was extended by ten days to
account for change orders. The new completion date is July 11th. He advised that so far there have
been 11 approved change orders in the amount of $29,113, and a list of the change orders was
attached to the Staff Report. He recalled that Change Order #15, which was a sheet metal change,
was rejected. He explained that the original specifications called for a specific profile and material,
and the callout was for steel. The supplier subsequently informed the contractor they could deliver
the type specified by the architect, but since the new building would be situated close to a saltwater
environment, they could not warranty the coating. The Port was asked to consider an alternative, but
the cost of changing to a different material with a saltwater -rated coating was $81,603. In addition,
there would be an 8-week lead time and consequent project delay. The project team rejected the
proposal and directed the contractor to stay with the original specification. They felt the change order
was not worth the cost or delay and would add no value except to buy a saltwater -coating warranty.
Mr. McChesney reported that they are still waiting for the final change order itemizing cost factors for
changing the Commission Meeting Room configuration and design. The original design was not
acceptable, and the primary unresolved issue is how the design modification would change the
HVAC specifications. They are currently waiting for the mechanical engineer (Coffman) to finalize
their redesign. Further, once all of the design changes have been identified, it will be necessary to
go back to the City of Edmonds for a permit revision. There shouldn't be any problem getting the
permit revision approved, but it might take three weeks to complete. Meanwhile, in order to keep the
project moving forward smoothly and to avoid a potential contractor claim for downtime, the
contractor has been directed to proceed with basic framing and plumbing changes. Change Order
#11 shows a deduct of $16,000 from the contract amount for work items no longer required. There
will be another companion change order that increases the cost reflecting the additional work to
accomplish the desired Commission Meeting Room requirements. This work will include
electrical/lighting, plumbing, roof hatch relocation, HVAC modifications, flooring, fixtures and
finishes.
Mr. McChesney summarized that, although the Commission Meeting Room redesign is very likely to
be a significantly large contract price increase, they won't know how much until the engineering is
finished. That said, it is important to keep in mind these changes will not result in any "lost cost," with
two exceptions. They will need to relocate the roof hatch that has already been installed. Also, the
mechanical contractor has advised that all of the installed equipment can work, but they will need to
change some of the ductwork. He expressed his belief that the design changes would add value to
the project and most of the costs items would have been realized at a later date anyway. The
changes were made in time to avoid excessive lost cost. He said he believes the changes will result
in a much nicer Commission Meeting Room and easily convertible public meeting space.
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7.2.b
Commissioner Grant referred to Change Order #15. Given that the supplier would not warranty the
coating, he asked if staff anticipates future problems with the material's durability. Mr. McChesney
said he has reviewed the matter with the engineering group, and they don't anticipate a problem.
The issue is that the supplier won't warranty the standard coating given the building's close proximity
to a saltwater environment. However, it is the same material that was used on the roofs of the
overwater moorage. From his point of view, it wasn't worth an additional $81,000 to obtain the
warranty. Commissioner Orvis summarized his belief that the Port would be paying for a warranty
rather than any increase in value.
Commissioner Grant said he likes the proposed design change to accommodate a better
Commission Meeting Room. He understands that two restrooms is a code requirement, but he is
pleased they will have a room that the public can use. The Port may be able to generate some
revenue from that, and there would still be about 3,500 square feet of revenue -generating space on
the ground floor. Mr. McChesney agreed that the new meeting room design would be so much
better. He noted that the original design for the Commission Meeting Room didn't even include
windows. Commissioner Orvis observed that the Commission missed this when reviewing the
original plan. He pointed out, that as currently proposed, there would be two egress/ingress points,
as well as two stairwell exits from the second floor. Mr. McChesney agreed and said the two
egress/ingress points are required by code.
Regarding Mr. Malmgren's comment about the Weather Center, Mr. McChesney clarified that the
Weather Center by the public launch and Marina Operations has not been eliminated, but the
content has been changed. He explained that the weather information was redundant, as the same
information could be obtained just about anywhere. Mr. Malmgren disagreed and pointed out that the
Weather Center information is no longer available online. Commissioner Grant commented that the
Port is looking to update its website in the near future, and this is something to consider. Mr.
Malmgren reminded them that the Port purchased a new Davis Weather Station, but it has been
sitting in the office for weeks and no one has taken the steps to add the information back into the
website. There are no weather stations with direct access to Puget Sound. The available weather
sites are far from accurate and don't have time -monitoring capabilities. He expressed his belief that
this feature should be replaced. Mr. McChesney agreed to take the suggestion under advisement.
Mr. Malmgren wished the Port luck securing the Port offices. He appreciates that everyone would
have a nice office and great views of the mountains and Puget Sound, but eliminating $16,000 in
revenue a year is not inconsequential.
Commissioner Preston asked where the cameras would be located on the roof of the new building,
and Mr. McChesney said it has yet to be determined.
FEDERAL GRANT LOBBYIST SELECTION
Mr. McChesney reviewed that planning for the reconstruction of the North Portwalk and Seawall has
been ongoing for over two years, including engineering, architectural and environmental permitting.
The rough order of magnitude cost estimate for the project is approximately $20 million, but it may
be higher due to rampant inflation and other unknown factors.
Mr. McChesney advised that, currently, the design and engineering elements are at 70% completion,
as required for application and review by the Corps of Engineers (COE) and various resource
agencies under the Joint Aquatic Resources Permit Application (JARPA) process. The best estimate
for completing this milestone is the end of 2023 or early 2024. Meanwhile, the other permits, such as
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7.2.b
the Shoreline Permit and City of Edmonds Design Review Board are also in process. Once the
permits and environmental mitigation have been finalized, the design process will continue to the
actual construction phase, perhaps by the 4th quarter of 2024.
Mr. McChesney advised that while the permitting, mitigation and design proceed through the
process, the staff and Commission have been discussing a finance strategy. The primary elements
to finance this major capital project is expected to include some combination of Limited Tax General
Obligation (LTGO) Bonds, grants and cash reserves. The emphasis will be on securing grant
funding. Over the past year, the Port has been actively exploring various grant opportunities. For
example, they applied for a Recreation and Conservation Office (RCO) Aquatic Lands Enhancement
Account (ALEA) Grant, the results of which won't be known until March or April of this year. The
amount of this potential grant source is relatively small, with a maximum of $1 million but likely less.
Still, they hope to be successful.
Mr. McChesney reviewed that for the past several months, the Port has searched for a freelance
grant writer to expand the reach of the endeavor, but the effort has been unsuccessful.
Consequently, the staff and Commission have determined the best way to improve the Port's
chances to obtain major grant funding support is to hire a professional lobbyist firm. The process of
identifying and selecting a qualified lobbyist began in January 2023. Staff was encouraged to
streamline the process as much as reasonably possible in order to meet the February 28th deadline
for a Rebuilding American Infrastructure with Sustainability and Equity (RAISE) Grant from the
United States Department of Transportation (USDOT).
Mr. McChesney explained that the open solicitation process works begins with an official Request
For Proposals (RFP), followed by a response/review period. It was very challenging to move through
the process and have a lobbyist selected in time to make the deadline for submitting a RAISE Grant
application. An RFP was issued on January 25th and also sent directly to several firms. At their
regular meeting of January 30th, in order to further expedite the selection process, and while the
RFP solicitation was still ongoing, the Commission pre -authorized him to enter into a contract with a
qualified lobbyist firm in an amount not to exceed $200,000. The RFP solicitation closed on February
8th, and three submittals were received (Wash ington2Advocates, Elevate, and VNF Solutions). All
are well qualified and similar in many respects. Before making a final selection, the staff review
committee recommended to invite two firms for direct interview. On Friday, February 17th, staff met
with both Elevate and VNF Solutions. Although the objective factors between the two firms don't
exactly align in direct comparison, both are experienced, capable and qualified.
Mr. McChesney said the staff review committee felt that Elevate had the edge. For example, VNF
Solutions presented their basic strategy as being more like a proactive guide along the way. They
didn't express much enthusiasm for doing the active leg work either in fundraising or in providing
first -level administrative support. The committee wasn't interested in engaging a firm that would tell
them how to do it as they show the way, as Port staff would likely end up with unforeseen
consequences such as over burdensome administrative support and more busy work. For the most
part, VNF Solutions doesn't organize congressional fundraisers. While VNF Solutions has the
administrative capacity to write grants with their own staff, in the committee's opinion, they would
rely heavily on Port staff to perform most of the work elements so VNF Solutions could put it in finish
form to send it out.
Mr. McChesney expressed his belief that the Port doesn't have the administrative infrastructure to
keep up with all the volumes of documentation, applications and presentations that will be part of the
process. Staff will certainly and enthusiastically support the lobbyist effort, but they want to select a
lobbyist firm that could do the politics part and most of the direct administrative support. VNF
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7.2.b
Solutions was shy about that suggestion. They are a large firm with their own established ways of
doing things.
Mr. McChesney said his decision to award the lobbyist contract to Elevate was largely based on the
committee's evaluation of their overall strategies and responsiveness to what the Port was trying to
accomplish. When it comes to Federal grants and/or earmarks, there is more than one good strategy
and a lot of bad ones. In their proposal and interview, Elevate demonstrated a clear approach,
including their pledge to maximize efforts and minimize staff support. Their proposal included a
strategic work plan. They have sufficient administrative resources to support the Port's goals, and
their team demonstrated all the right connections to the Congressional delegation. Elevate has
experience with election fundraising to obtain Congressional support, and that is included in their
scope of work. They would likely subcontract out the actual grant writing function, which is also
included in their proposal. Finally, the committee's selection of Elevate was also based on their
proposed retainer fee and level of effort. VNF Solutions proposed a $7,000/month retainer based on
20 hours/month effort, which equates to $375/hour. Elevate proposed a $10,000/month retainer
based on 35 hours/month effort, which equates to $285/hour.
In retrospect, Mr. McChesney reported that the lobbyist selection process was not fully synchronized
with the 2023 USDOT RAISE application deadline, and the Port was unable to get the application
done in time. However, there are many different kinds of potential funding sources, including direct
earmarks. The Port will be ready for the 2024 USDOT RAISE application deadline, and the timing is
consistent with the current project schedule. He summarized that the committee is confident in its
selection of Elevate, and staff is looking forward to working with them to achieve the Port's grant
funding goals to support the North Portwalk and Seawall Project.
Commissioner Johnston expressed his belief that the selection process was sound and the result
was good. The remainder of the Commissioners concurred.
CITY OF EDMONDS REPORT
Once again, Councilmember Teitzel reminded the Commission of House Bill (HB) 1110 and Senate
Bill (SB) 5190, which are both geared to eliminate single-family zoning in all cities with populations of
25,000 or more. If approved, all single-family lots in Edmonds that are not within a half mile of a
major transit stop or public amenity like a school would be upzoned to a minimum of two units per
lot. Lots within a half mile of a major transit stop or public amenity would be upzoned to four units or
more per lot. The City Council is concerned about this legislation, as it would remove their legislative
authority to govern land use. Councilmembers Tibbott, Chen and Nann met with legislators in
Olympia last week to express the City Council's concerns. He believes the concerns have been
heard, but they are not being registered. He expressed his opinion that the bills would pass in some
form. They have moved out of appropriations and are being considered now. They will go to the floor
of both the House and Senate for a vote on March 8th. If they pass there, they will move on to a full
vote on April 12th. He explained that the bills have been improved over what was originally
proposed. Originally, it would have applied to all cities and towns greater than 6,000 in population,
and all single-family zones would be required to host a minimum of four units per lot. While the City
Council is pleased with this change, they don't think it goes far enough. He said councilmembers
have received a lot of feedback from constituents, and about 90% are opposed to the legislation.
Commissioner Grant said he read the letter the Edmonds City Council sent to the legislature. It looks
like the State is trying to micromanage and take the authority away from every city in the State.
Councilmember Teitzel agreed. He said the Council's position is that if the State has a need to
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7.2.b
increase the housing supply, they should identify the problem, increase the standards in the Growth
Management Act, and require cities to meet the new standards. That is not what is happening.
Commissioner Orvis agreed that the legislation would likely be approved and asked what the City is
doing to reverse, or at least minimize, its potential adverse impact on the environment of the
community. Potential actions could include implementing form -based zoning in all areas of the City
and ensuring there is adequate off-street parking and electric vehicle charging stations. He recalled
that, ten years ago, a former City leader stated that the "City didn't like to plan; they like to have
individual buildings in individual areas." However, this results in hodgepodge development. He asked
if there is any chance the City will change directions to see what can be done to mitigate the adverse
impacts of the legislation. Councilmember Teitzel said the City Council will be looking at form -based
zoning, but the State will be very diligent in making sure cities aren't doing anything to get around
the regulations. The legislation would also restrict the ability of cities to impose off-street parking
requirements.
Councilmember Teitzel said the bills attempt to streamline the development standards so there is
less subjectivity. Currently, the City's Architectural Design Board reviews individual projects to make
sure they meet the city -specific design standards, and the proposed legislation would eliminate this
board in most cases. This is a serious step the State is taking in an attempt to create more housing
across the spectrum.
Commissioner Johnston asked if the legislation has bipartisan support, and Councilmember Teitzel
answered affirmatively. He noted that similar legislation has already been approved in Oregon, and
upzoning has already happened in Seattle. Commissioner Johnston said it is happening in a number
of other states, as well. Commissioner Grant said that, at the Washington Public Port Association
(WPPA) Legislative Day, the majority of republican legislators indicated support of the bills for a
variety of reasons.
Commissioner Grant said he just learned that, as of July 1 st, heat pumps will be mandatory for all
new construction, and the City of Seattle is no longer issuing gas permits. Commissioner Orvis said
Puget Sound Energy has indicated support for this new law. Councilmember Teitzel said he is
somewhat concerned because they are also talking about tearing down dams for salmon purposes.
Commissioner Orvis added that, according to the most recent WPPA Legislative Report, the State
has now decided to support nuclear as a source of clean energy.
Commissioner Preston questioned what would happen if the growth predictions do not materialize.
There seems to be a lot of guessing going on, and there are a lot of variables. He noted that, even if
the legislation to upzone single-family zones is approved, the change will not happen overnight. If
the change results in negative impacts, it might keep people from moving to the State. There is a lot
going on, and the current legislation should not be considered the only solution to affordable
housing. Councilmember Teitzel agreed. From an economic standpoint, developers will be able to
purchase a run-down home on a nice lot and construct a duplex. Each unit would likely sell for close
to $1 million. He questioned if this would really create affordable housing. Commissioner Orvis
agreed that would happen as long as there is a shortage of houses. From a forecaster's perspective,
you have to build enough houses and apartments that their value goes down. Cities that have low-
cost housing also have a surplus of housing. He observed that Snohomish County is currently the
fastest growing county in the State, and it is expected that the aerospace industry will remain strong.
That means there will be jobs and the population will continue to increase.
Commissioner Preston recalled a recent comment from John Brock, Woodway Town Council, that
HB 1245 could have an even greater impact as it would allow properties to be divided and split up
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into very small lots. He asked if the Edmonds City Council has also considered the impact of this
legislation, and Councilmember Teitzel answered affirmatively. Commissioner Grant pointed out
that, although the Town of Woodway has a population of less than 25,000, it could still be impacted
by the proposed legislation since it would also apply to all cities and towns contiguous to an urban
growth area (UGA) with a population of 200,000 or more. The question is whether the Town of
Woodway is contiguous to the Seattle UGA.
Councilmember Teitzel advised that he forwarded the Commissioners a copy of the City's updated
Climate Action Plan. He encouraged them to read through it. He noted there are some things that
are concerning, and he highlighted one section that talks about sea level rise. It concludes there is a
50% chance that sea level will rise by five feet by the end of the century. This creates a number of
concerns. For example, would daylighting of Willow Creek result in increased flooding as sea level
rises. He said he plans to ask a number of questions at the next City Council meeting.
Councilmember Teitzel pointed out that there is nothing in the Climate Action Plan about the Port's
actions. The Port has done a number of things to help the climate and environment, and these
should be recognized in the plan. For example, they use crushed oyster shells in the storm drain
collection boxes and eco-friendly weed killers and fertilizers, and their new building is energy
efficient. He plans to raise this issue, as well.
Commissioner Orvis observed that they have done so much climate whimpering over the last 20
years, and he hopes they are reaching the point of actually mitigating for future impacts of climate
change. Councilmember Teitzel commented that nothing the City does will matter if it is done in
isolation. They need involvement from countries like China and India. The view is that, if they all do
something, there will be a positive impact. Commissioner Preston cautioned that doing something
will not matter unless they take bigger steps to make it a global effort. For example, they could
partner with a sister city in India, helping them make changes.
Commissioner Grant said he appreciated the presentation from the City's Public Works Department
regarding the Dayton Street Pump Station, but it was sad to hear that six years and a lot of federal
dollars were spent to study the issue, yet some things were not taken into account and they are back
to square one. Some of the solutions are too complicated to actually address the problem.
Councilmember Teitzel disagreed that they are back to square one. It was an unusual event that
caused the recent flooding event that overwhelmed the system. In normal conditions, the pump
station will operate effectively. However, he agreed that more still needs to be done.
Commissioner Orvis questioned what would be gained by daylighting Willow Creek if sea level
continues to rise. Commissioner Preston pointed out that purpose of a marsh it to filter pollutants,
and some of the filtration benefit would be lost if the creek is daylighted, and more pollution would go
into Puget Sound. Daylighting the creek would be costly, and it might not improve the output into the
Sound or benefit of the salmon coming in. Commissioner Orvis pointed out that nothing can be done
until the cleanup is finished, and there is no timeline for that to occur. Councilmember Teitzel
responded that the goal of the project is to make the marsh operate more like the saltwater estuary it
once was. This includes both filtration and salmon rearing aspects.
Commissioner Johnston pointed out that the marsh does act as a filter, but it is slowly filling in. There
is a lot of old contamination underneath the cleaner materials that were added later. His big concern
is keeping the contamination that is underneath the cleaner sediments from infiltrating into the
marsh. There are things that can be done, such as removing the pipe and reestablishing an inner
connection between the fresh and saltwater. They have always assumed that, at one time, this was
a salmon -bearing area and that the two streams that enter into the marsh were salmon streams.
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7.2.b
However, there is nothing in Native American lore that would suggest that. They mainly used the
marsh for reeds, etc., but salmon do use the fringes of the marsh. No one knows, at this point, if
establishing a clear connection back up through the creeks would set precedence or restore history.
He pointed out that a five-foot sea level rise by 2100 would daylight the entire waterfront.
EXECUTIVE DIRECTOR'S REPORT
Mr. McChesney reviewed that about a month ago, they took a fieldtrip to the Port of Everett to look
at their renovation project along the north marina perimeter. The project is impressive and doesn't
use glass blocks. Following the fieldtrip, questions were raised about whether it would be more
economical and just as good to use a solid, precast concrete surface. The glass blocks are very
expense (over 90 panels at $50,000), and an additional $35,000 to $50,000 would still be required
for mitigation. The precast concrete surface would be less costly, but would require even more
mitigation. The design team took the matter under consideration. The environmental consultant
approached the Washington State Department of Fish and Wildlife (DFW) about the idea and was
told that they are now going to insist that glass blocks not be used. Instead, they want them to use
the Fiberglass Grating and Plate (FRP) system, which the Port doesn't like at all. It is unattractive
and difficult to walk on. It isn't something the public will appreciate. It is frustrating to find out about
the DFW's preference at this late stage. It is possible that the DFW could be persuaded to relent, but
there are other agencies that will also have the opportunity to comment on the design through the
application process.
Commissioner Grant said his understanding was that the glass block panels were a federal
requirement. Mr. McChesney said that was his understanding, as well, and the thought was to mimic
what was done at the Seattle waterfront. He said staff will continue to work to resolve the issue, but
acknowledged it could slow the project timeline by as much as six months if the walkway has to be
redesigned. It could also impact the grant funding process.
It was noted that the FRP material may not be compliant with the Americans with Disabilities Act
(ADA) requirements, as it would be more difficult for people with wheelchairs, walkers, etc.
Commissioner Johnston agreed that more light is better and asked if there are any other options the
design team might consider. Mr. McChesney said the design team would continue to problem solve,
but the DFW wants direct light penetration. If the DFW has taken a hard line on the material, you can
imagine what some of the other agencies might say, as well.
Commissioner Grant asked if the DFW's preference is written into code. Mr. McChesney answered
that it is in the Washington Administration Code (WAC), but it's ambiguous. The Port has invested
tens of thousands of dollars in the current design. It would be a shame to have to redesign the
project at this point. Commissioner Preston asked if the DFW was involved in any of the early
discussions. Mr. McChesney said there was some indirect discussions via the environmental
consultant. At this point, they are still trying to figure out who said what to who, but it was
represented to the Port that the glass blocks would be the preferred methodology. Although it was
costly, the Port agreed to use the glass blocks. They wanted to add value to the community and do
the project right.
Commissioner Grant asked when the Port of Everett did the walkway project, and Mr. McChesney
answered that it wasn't recently. He explained that the Port of Everett originally had the same two-
step bulkhead that the Port has. Instead of just repairing the upper -step bulkhead, they added sheet
pile to the lower -step bulkhead to build it up and then fill in behind it. Their walkway no longer
cantilevers out over the waterway. It's now on solid ground.
Packet Pg. 22
7.2.b
Commissioner Orvis asked if it might be possible to use concrete panels and pay more in mitigation.
Mr. McChesney said that is the theory. However, if the DFW insists on light transmissibility and a
grated system, solid, precast concrete won't work. Commissioner Preston asked if they could give
up three inches all along the boardwalk to give pure light to quite a bit of area. Commissioner Grant
pointed out that they aren't covering very much of the water. Mr. McChesney responded that it
doesn't matter; it is a very rigid evaluation process and you are at their mercy. Commissioner Orvis
cautioned that individuals will be making decisions based upon how they feel about the project.
Commissioner Johnston commented that what one level practitioner says you need to do isn't
always the final decision. You can always go higher, and sometimes you will get some relief.
Commissioner Grant added that a federal determination would overrule the State requirement.
Mr. McChesney reported that Commissioners Grant and Harris joined staff to do a mid -marina
breakwater inspection a few weeks ago, and the condition survey is ongoing. He invited
Commissioners Johnston, Orvis and Preston to join staff in a visual inspection via the workboat, too.
Commissioner Grant pointed out that the breakwater can't be replaced right now so they will need to
fix it. Mr. McChesney said that is why they are proposing to replace the top half. A few whalers will
also need to be replaced. He anticipates this work will be easy to permit under a federal
maintenance permit. Commissioner Grant suggested they need to look long-term, as well. Mr.
McChesney agreed. By the time they finish the North Portwalk and Seawall Project, they should start
gearing up for the mid -marina breakwater replacement. He anticipates a lifespan of 20 years if they
keep making needed repairs.
Andor Boeck, Edmonds Yacht Club, said he provided the sailboat regulations for both commercial
and ferry traffic to the Edmonds Yacht Club Board and did a write-up in the club's newsletter. He
said he could forward a copy of the regulations to the Commissioners, as well. He said the yacht
club is in support of ensuring that its members and other boaters understand the regulations and
know how to operate around traffic.
Mr. Boeck announced that the yacht club's Youth Safety on Water Program will be on March 5th.
Information was forwarded to the Port. They are excited about the event and would like the Port to
help publicize the program. Mr. McChesney agreed to follow up with Ms. Williams to make sure the
event is advertised.
COMMISSIONER'S COMMENTS AND COMMITTEE REPORTS
Commissioner Orvis provided a legislative report, specifically noting the following:
• There is proposed legislation to promote tourism in Washington State, and there will be a luncheon
with stakeholders to figure out how to fund the program.
• There is a bill to provide a glide path to move away from providing natural gas service as a
response to concerns about carbon emissions. As of June 30, 2023, the gas decarbonization plan
would require utilities to stop connecting gas customers.
• Senator King from Yakima is sponsoring a bill that would establish tax incentives for research into
hydrogen. The Ports of Seattle and Tacoma are working on technology to generate hydrogen for
equipment. The idea is to use a windmill to create enough electricity to generate enough hydrogen
for heavy vehicles. He doesn't know how well this has progressed, but the idea is gaining traction
throughout the State.
• Another bill currently on the Senate floor calendar would add advanced nuclear technology as a
guiding principle for development of a State energy strategy.
• There is a measure that would streamline the process of siting clean -energy facilities to identify
Packet Pg. 23
7.2.b
specific amendments that would improve the siting process.
• House Bill (HBP) 1735 would add net ecological gain as a voluntary element of comprehensive
plans under the Growth Management Act. The Washington Public Port Association, public utility
districts and irrigation districts are seeking an amendment to allow special purpose districts to
choose whether or not to do it.
• There is union -sponsored legislation that would create a new legal privilege for communications
between a union representative and a union member when the communications are made during
union representation. The communications would be exempt from public disclosure and employer
contact.
• There is legislation that would add climate policy to the State Environmental Policy Act (SEPA),
Growth Management Act (GMA), and Shoreline Management Act (SMA). That means the SEPA
process would get more complicated as climate policy would have to be considered.
• There are bills to address the removal of derelict aquatic structures by the Department of Natural
Resources (DNR). The bills are intended to provide money for this purpose. There is concern with
the current version, likely related to funding. Councilmember Teitzel asked if the bills would impact
the derelict structure at Haines Wharf, and Commissioner Orvis said he would certainly think so.
That's a classic example of a derelict structure that needs to be removed.
• There is other legislation that would change the notification requirement for derelict vessels and
reduce the time that you can impose upon someone to remove it.
• Given the legislature's timeline, a lot of interesting things should happen between now and the next
Commission meeting.
Commissioner Grant said he continues to follow the City's work on the Comprehensive Waterfront
Plan, as well as the code rewrite. The Council recently passed an ordinance to address
miscellaneous codes that are no longer applicable, and more extensive action will follow. The City's
Climate Action Plan update is also moving forward. All three of these plans will impact the Port to
some degree.
Commissioner Preston said he may attend the Edmonds Yacht Club's monthly meeting on February
28th. He reported that he attended the February 21st Edmonds Economic Development Commission
meeting where there was discussion about the term "micro mobility," which has to do with bikes and
other small vehicles. They talked about the need to regulate scooters, electric bikes and other small
vehicles that are using the roads. They talked about how to get people to visit downtown Edmonds
where there are parking issues. He noted that, at a recent Civic Roundtable, Councilmember Tibbott
suggested that they don't have a parking problem; but rather, a success story to tell. They discussed
that the City must recertify for the creative district. It's the first time the State has done a
recertification, and they aren't sure how to do it. There may be a way for Edmonds to help mold the
process.
Commissioner Orvis said he frequently gets carryout from restaurants in the downtown, and he has
never had parking problems after 6:00 p.m. The big gripe is that people aren't able to park right in
front of a business. Commissioner Preston said it was mentioned that perhaps the cost of a parking
permit should be increased and employees should be required to park further away. Commissioner
Johnston observed that people visiting a mall have to walk quite far from where they park to the
businesses they want to visit.
Commissioner Johnston reported that the Executive Director Search Committee (Commissioners
Orvis and Johnston and Mr. McChesney) has reviewed 42 applications that were received by the
deadline date of February 21st. Fortunately, there are some very qualified applicants. The
Committee will meet again on March 1st to create a short list of candidates and a preliminary
schedule for interviews. There will be a meet -and -greet with the finalists, Commissioners and staff.
They hope to have the process completed within the next three to four weeks. Commissioner
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7.2.b
Johnston said the committee is consulting with Port Attorney Stephens regarding the open public
meeting requirements as they conduct the final interview process. They would like to make the
resumes of either all candidates or a short list of candidates available for Commissioners Grant and
Preston to review. Commissioner Harris has applied for the position, so she will be exempt from all
application proceedings. By Wednesday, he anticipates the committee will have a short list of about
six applicants.
Commissioner Johnston said he would attend the Economic Alliance of Snohomish County (EASC)
Coffee Chat on February 28th regarding the legislative session's halfway progress.
ADJOURNMENT
The Commission meeting was adjourned at 8:20 p.m.
Respectfully submitted,
Jay Grant, Port Commission Secretary
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7.2.c
Stanwood Darrington
Tulalip Arlington
Tribes
Granite Falls
Marysville
Snohomish County Tomorrow
Everett Lake Stevens
Mill Creek
Lynnwood
Lynnwood Snohomish
A GROWTHMANAGEMENT ADVISORY COUNCIL
Edmonds Mountlake Monroe
Terrace Sultan Gold Index
Woodway Brier Bothell Bar
STEERING COMMITTEE
March 22, 2023
6:00 p.m. to 8:00 p.m.
Zoom: https://us02web.zoom.us/m/81012032276
AGENDA
1. Call to Order, Roll Call, and Opening Items (3 min.)
a. Introductions/Roll Call (Co-chair)
b. Citizen Comments (Co-chair)
2. Approval of Meeting Minutes (2/22/23) (2 min, Co-chair)
3. Update Items (15 min.)
a. Legislative Updates (Stephanie Wright, 10 min)
b. Summary of PSRC Board Actions and Activities (Ben Bakkenta, 5 min.)
4. Action Items
5. Briefings, Discussion Items (50 min.)
a. Housing Targets Based on Income Levels: Guidance from Commerce (Laura Hodgson, 45
minutes)
b. Coordinator's Report (Mike McCrary, 5 min.)
1. Report from SCT Committees
6. Go -Round (time permitting)
7. Next Meeting Date: April 26, 2023
8. Adjournment (Co-chair)
Steering Committee members please notify Megan Moore by Tuesday. March 21 st if you are unable to attend:
Megan.Moore@snoco.org. Thank you.
Packet Pg. 26
7.2.d
SNOHOMISH
COUNTY
SNOHOMISH COUNTY 911 BOARD OF DIRECTORS
91 BOARD MEETING AGENDA
March 16, 2023 at 8:30 a.m.
r-1777 # Web Conference - Join Zoom Meeting
https://us02web.zoom.us/j/86000466014?pwd=YWxBbE9HMIJuT2ZXMmtYVU8rSnBkUT09
Meeting ID: 860 0046 6014, Passcode: 195881
or dial +1 253 215 8782
Physical location: 1121 SE Everett Mall Way, Everett Police Department, South Precinct
Please note that most Board members and staff attend the meeting remotely. However,
pursuant to RCW 42.30, a physical location is also provided.
1. Call to Order
A. Roll Call
B. Announcements
i. Introduction of SN0911's new HR Director, Rosie Akopyan
ii. Chief Neuhoff's Retirement
2. Public Comments
3. Approval of Agenda
4. Consent Agenda
A. Minutes from the February 16, 2023 Regular Board Meeting...............................3
B. February 2023 Blanket Voucher & Payroll Approval Form:
i. Checks 1000 - 1005 and 17031 - 17158, for a total of $984,301.68
ii. Payroll Direct Deposit, in the amount of $1,240,507.30
5. Director's Report
6. Old Business
A. Committee Vacancies [Future Facility & EESCS]
B. APF - Increase to Authorized Dispatch Positions.................................................9
C. APF- Organizational Health Needs Assessment................................................11
7. New Business
A. APF - Lydig Construction Contract - Phase 1A..................................................21
B. NTW - Resolution 2023-01...............................................................................100
8. Reports
A. Agency Report.................................................................................................101
B. Future Facility Project Update
C. Radio Replacement Project(RRP)...................................................................10E
Packet Pg. 27
7.2.d
D. Police TAC.......................................................................................................108
E. Fire TAC..........................................................................................................111
9. Committee Reports
A. Finance Committee..........................................................................................116
B. Personnel Committee......................................................................................118
C. County EESCS Committee (formerly County E911 Office)
D. County ECSF Program Advisory Board o
E. Future Facility................................................................................................. 120
o:
F. Board Technical Leadership (No meeting) a
10. Executive Session (if needed) E
11. Amendment to Executive Directors Employment Contract 0
12. Good of the Order c
13. Adjourn - The next meeting is scheduled for April 20, 2023
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February 16, 2023
® Jon Nehring - President
Marysville
® Jonathan Ventura
Arlington Police
® Dave DeMarco
Everett Fire
❑ Richard Emery
Mukilteo
® Derek Daniels
South County Fire
❑ Pete Caw
Mntlk Terrace PD
® Steve Guptill
SRFR
® Kurt Mills
SN0911
® Darryl Neuhoff
Marysville Fire
❑ Terry Peterson
SN0911
Board Members
®Ran Shaughnessy
Fire District 15
® Andie Burton
SN0911
& Management
in Attendance
® Ian Huri
SCSO Undersheriff
® Marlin Herola a
SNO911
® Ken Klein
Snohomish County
® Wade Anderson
SN0911
® Dan Templeman
Everett Police
® Howard Tucker
SN0911
❑ Judy Tuohy
Everett
® Steve Lawlor
SN0911
® Rod Sniffen
Edmonds Police
® Jordan Stephens
Legal Counsel
® George Hurst
Lynnwood
® Christine Svihus
Legal Counsel
® Thad Hovis
South County Fire
® Jim Nelson
Lynnwood Police
® Roy Waugh
SRFR
® Jim Lawless
Marysville Police
Alternate
❑ Chad Schmidt
Fire District 21
® Jenna Nand
Edmonds
Board Members
❑ Dara Salmon
Snohomish County
® Cheol Kang
Mukilteo Police
in Attendance
❑ Scott Robertson
SCSO Bureau Chief
®Jeff Beazizo
Lake Stevens Police
❑ Jeraud Irving
Everett Police
❑ Dale Kaemin k
Brier
❑ Don Schwab
Everett
Guests and
RileyMcGinnis - Public citizen
Alicia Ber et - SN0911 Public Meeting Site
Staff in
Deb Whitford - SN0911
Tiffani Brown - SN0911
Attendance
Ned VanderPol - Marysville Fire Chief
Sharon Brendle - SN0911 Notetaker
ACTION OR
AGENDA ITEMS
REPORTS & COMMENTS
FOLLOW-UP
1. Call to Order,
President Nehring called the meeting to order at 8:30. Roll was
Roll Call and
taken and a quorum was confirmed.
Announcements
. Director Mills introduced SN0911's new Administrative
Assistant Tiffani Brown.
■ He also introduced and welcomed Jenna Nand to the Board as
a new Alternate Board Member from Edmonds.
2. Retirement
The board recognized Dispatch Supervisor Deb Whitford, who is
Recognition
retiring at the beginning of March after 30 years with the agency.
She had started with SNOPAC in 1992. Director of Operations and
Director Mills mentioned some of Ms. Whitford's accomplishments
and they both, along with the board, thanked her for her service to
the agency.
3. Public
None
Comments
4. Approval of
The director asked to amend the agenda to remove the Surplus
Agenda
Furniture Disposal item from the Consent Agenda and place it as
its own item under New Business, 7B. He also asked to add
another item to the Agenda: 7H. Future Facility Site Visit Planning.
Deputy Chief Darryl Neuhoff moved to approve the agenda as
Amended
amended. The motion was seconded by Commissioner Derek
agenda
Daniels and approved unanimously.
approved
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5. Consent
Agenda
Deputy Chief Neuhoff moved to approve the Consent Agenda,
including:
A. Minutes from the January 19, 2023 Regular Board Meeting;
B. January 2023 Blanket Voucher and Payroll Approval Form:
Checks 16943 - 17030, for a total of $1,564,073.42; and
Payroll Direct Deposit in the amount of $1,144,253.59.
The motion was seconded by Councilmember George Hurst
and approved unanimously.
Consent Agenda
Approved
6. Director's
Director Mills shared some ongoing conversations that are taking
Report
place in the county with regards to the expansion of the Nurseline.
Currently, 911 uses Nurseline for low -acuity calls, but there is
interest in expanding the program to what is being done in other
cities, including Seattle. Seattle has divereted around 10% of their
EMS call volume to Nurseline. Doing this would result in a material
change to the way services are offered, but moving to the program
would also allow Nurseline to spend more time with the caller than
what the 911 dispatcher is capable of doing now. Nurseline could
refer the caller to the appropriate care and help facilitate an
appointment with a care provider that would take their insurance.
They could also help with arranging transportation. He explained
that they feel this would be a better level of care instead of only
sending an ambulance where the patient would be transported to
a hospital and may experience a lengthy wait before they can
receive any care. He added that they are in the early stages of
exploring this option, but will keep the board informed as
discussions continue to progress.
7. New Business
A. Committee Vacancy Announcements. Director Mills
announced that with Councilmember Dave Teitzel leaving the
board, there is a vacancy on the Future Facility Committee.
Also, Assistant Chief Steve Guptill will be retiring soon, which
leaves a vacancy on the EESCS (formerly E911) Committee.
Anyone that is interested in serving on either of the committees
should email the director.
B. Surplus Furniture Disposal. Steve Lawlor, SN0911's
Business Unit Manager, spoke about all the furniture that was
left behind when the new building was purchased. He outlined
the process they are following in order to properly dispose of it:
declare the furniture as surplus; offering it to any of their
member agencies; conduct an online auction in place; solicit
bids for removal; and transport the remaining furniture to the
Department of Enterprise Services in Tukwila.
Deputy Chief Neuhoff moved to declare as surplus the list
of furniture in Exhibits A through E, and authorize the
transfer of any of the remaining surplus furniture to any
interested SN0911 member agency. The motion was
Motion
seconded by Councilmember Hurst and approved
Approved
unanimously.
Deputy Chief Neuhoff moved to authorize the Executive
Director and his designees to dispose of the surplus
furniture according to the State policy and through the
methods listed in steps 2 through 4 as needed, not to
Motion
exceed the cost of $35,000. The motion was seconded by
Approved
Councilmember Hurst and approved unanimously.
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C. Fire Consortium Consultant. Director Mills presented this
proposal. The Snohomish County Fire Chiefs had asked
SN0911 to facilitate an RFP in order to hire a consultant that
will perform an overall assessment and provide
recommendations to increase cooperation and efficiency
between the 22 independent fire departments. This cost will be
reimbursed by the Snohomish County EMS (SCEMS) budget
up to $55,000.
Deputy Chief Neuhoff moved to authorize the director to
enter into a professional services agreement with a
qualified firm to conduct a Fire Department Consortium
Expansion Study with a not to exceed amount of $55,000,
to be reimbursed from SCEMS. The motion was seconded
by Councilmember Hurst and approved unanimously.
D. Machias Site Lease Agreement with Snohomish Regional
Fire and Rescue. Radio Systems Manager Howard Tucker
explained that this proposal asks for the board to approve
bringing the Machias Site Lease back into the project. He
added that earlier on, Motorola was told to stop work on that
site, but during the design work done to include the US primary
channels the need for bring back Machias in order to improve
coverage was emphasized. The lease included in the packet
has been through legal review with SRFR, but they expect
some administrative, language, and site plan changes will
need to be made to the lease later. They want to get something
in place before any work with Motorola gets started.
Deputy Chief Neuhoff moved to authorize the Executive
Director or designee to sign the Machias Communications
Site Lease in a form substantially as presented, pending
final legal review. Councilmember Hurst seconded, and
the motion passed with Assistant Chief Steve Guptill
abstaining.
E. RRP Change Order 14. Director Mills summarized the
changes to the scope contained in the change order: a credit
for the removal of those mobile installations where the
agencies had opted out; the removal of a Mill Creek radio site;
and the re -start of the Machias Radio Site. With the Machias
Site coming back in there was an increase from the original
cost to cover new site engineering and permitting, along with
the increase in labor and materials. The contract change after
applying the credits comes up to a savings of $472,524.41. He
explained that they are recommending leaving that amount in
the project's contingency fund for any future scope changes.
Deputy Chief Neuhoff moved to approve the Executive
Director or designee to sign MSI Contract Change Order
14, as presented. The motion was seconded by
Councilmember Hurst and approved unanimously.
F. Radio Fleet Expansion Requests. Business Unit Manager
Steve Lawlor presented this item and explained that the
proposal is a request to fund the fleet expansion requests that
have been received from the end of last year to the beginning
of this year. In addition, a request from the Task Force had
been tabled from last year until the $600,000 funding was in
place. He itemized the agencies making the requests and the
number of radios requested. A number of the requested radios
Motion
Approved
Motion
Approved
Motion
Approved
Packet Pg. 31
7.2.d
will be furnished from current stock on hand, while larger
amounts will need to be ordered immediately from Motorola.
Asked what a portable radio would cost, Manager Lawlor
explained that they are about $6500 for the non-hazloc version,
and $7500 for those that are. Manager Tucker also added that
an inventory will be maintained with minimal stock in the future
to loan out as needed to cover repairs, but they don't intend to
have enough stock to cover fleet expansion. Director Mills
responded to a question on whether the number of fleet
expansion is a typical number. He explained that the project is
still trying to determine that number, and they don't think there
are any more needed that didn't get included in the original
count.
Deputy Chief Neuhoff moved to authorize staff to move
forward with the SCSO Park Rangers, Mill Creek PD,
Monroe PD, Tulalip Bay Fire, North County Fire, and
Everett Fire fleet expansion requests to be provided with
equipment from current overstock of mobile radios. The
motion was seconded by Councilmember Hurst and
approved, with Chief Dave DeMarco abstaining.
Deputy Chief Neuhoff moved to authorize staff to move
forward with the 1119122 Task Force, 1112123 South County
Fire, and the Edmonds PD fleet expansion request to be
funded from Fund 140. The motion was seconded by
Councilmember Hurst and approved, with Assistant Chief
Rod Sniffen and Commissioner Derek Daniels abstaining.
G. 2022 Year End Budget Activities. Director Mills explained
that this relates to the end of the year carryover as well as the
additional revenue from the E911 excise tax. He provided the
board with the current fiscal policy and provided background
on all the items proposed. He added that they heard the
feedback from board on the capital fund issue. Last week the
finance committee discussed how to best fund the capital fund,
and staff was tasked with gathering some historical data so the
committee can determine the best path forward to recommend
to the board. Chief Templeman also asked that if the Capital
Fund was budgeted annually, which may result in an increase
in assessments, that the board consider applying any
underspend to future assessment relief the following year.
Deputy Chief Neuhoff moved to authorized moving
$1,089,921 of Operating Budget Underspend into Capital
Fund 80 for capital needs of the agency. The motion was
seconded by Councilmember Hurst and approved
unanimously.
Deputy Chief Neuhoff moved to authorize moving
$655,000 of Operating Budget Underspend into General
Reserve Fund 70 in support of the dispatcher staffing
request (Resolution 2022-05) anticipated for later this year.
The motion was seconded by Councilmember Hurst and
approved unanimously.
Motion
Approved
Motion
Approved
Motion
Approved
Motion
Approved
Deputy Chief Neuhoff moved to authorized moving
$40,000 of Operating Budget Underspend into FY2023
Operating Budget to support a contracted P/O service Motion
pilot to support SNO911's public information and Approved
Packet Pg. 32
7.2.d
education. The motion was seconded by Councilmember
Hurst and approved unanimously.
Deputy Chief Neuhoff moved to authorized moving
Motion
$775,203 of additional E911 tax into Capital Fund 80 and
Approved
designate it for CP-031: Facility Infrastructure Reserve to
begin saving for unplanned large facility needs in the new
building once it's fully occupied. The motion was
seconded by Councilmember Hurst and approved
unanimously.
H. Future Facility Site Visit Planning. Director Mills reported
that the topic has been discussed by the Future Facility
Committee. He explained that there is value in visiting other
sites to see existing communication centers. The committee
has already visited South Sound and Valley Comm, and there
is interest in doing a couple of out of state visits to both San
Antonio and Minneapolis. The director proposes having staff
from the dispatch center and 1 or 2 representatives from the
Future Facility Committee visit those sites in April. Funding
would come out of Future Facility Funds, and not out of
Operating. He is looking for support to send 10-12 people from
the agency, along with representatives from OAC and Lydig.
He hopes to start booking now, and would come back next
month with a summary of expenses. There were no objections
raised on moving forward with visiting out of state sites.
8. Reports
A. Agency Reports. Director of Operations pointed out the
tables that showed the changes in call volume between the last
two years. She also reported on the implementation of ASAP
to PSAP, which is a direct connection between alarm
monitoring companies and the computer aided dispatching
system. She added that 18% of the alarms from January 31 st
to last Monday were coming through the new interface.
B. Future Facility Project. Nothing to report.
C. Radio Replacement Project (RRP) Update. Nothing
additional to report.
D. Police TAC. Nothing additional to report.
E. Fire TAC. Director Mills reported that they met the day before
and discussed Nurseline and operational changes to make
sure everyone is prepared for major events. Director Burton
added that they also presented a first draft of a county -wide
dashboard that SN0911 Data Analyst Brittney Martens has
been working on that will show wait time at hospitals. They
plan on taking the positive feedback received and will make the
changes proposed.
9. Committee
A. Finance Committee. The Director of Finance Wade
Reports
Anderson reported that the agency made some changes to the
financial reports that will provide the information in a more
streamlined format, while removing duplicated references. He
received favorable responses from the board on this new
format.
B. Personnel Committee. Councilmember Hurst reported that
the committee met and discussed the PIO matter and the Fire
Consortium RFP. He shared that the center staffing strength
is now in the 70 percent range, but recruitment continues.
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Director Mills added that they are exploring holding an annual
awards banquet. More on that will be shared with the board.
C. County EESCS Committee. No meeting.
D. County ECSF Program Advisory Board. No report.
E. Future Facility Committee. No meeting.
F. Board Technical Leadership. No meeting.
10. Executive
Attorney Jordan Stephens moved the SN0911 Board of Directors
Session
into Executive Session at 9:44 a.m. pursuant to:
■ RCW 42.30.110(1)(i) to discuss with legal counsel
representing the agency matters relating to legal risks of a
proposed action or current practice that the agency has
identified, as public discussion of the legal risks is likely to
result in adverse legal or financial consequences to the
agency.
■ RCW 42.30.110(1)(g) to review the performance of a public
employee.
The Executive Session was expected to last 20 minutes, with a
planned conclusion at 10:04. They expected that at the conclusion
of the Executive Session, the board will adjourn the meeting with
no related announcements or actions taken.
■ At 10:04 the Executive session was extened for 15 minutes;
■ At 10:19 the Executive Session was extended for 10 minutes;
■ At 10:29 the Executive Session was extended for 20 minutes;
■ At 10:49 the Executive Session was extended for 15 minutes;
■ At 11:04 the Executive Session was extended for 15 minutes.
11. Good of the
None
Order
12. Adjourned
The Executive Session concluded at 11:19 and President Nehring
returned the board to Regular Session without action. The meeting
was adjourned at 11:22.
The next regular meeting is scheduled for March 16, 2023, at 8:30
a.m.
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8.1
City Council Agenda Item
Meeting Date: 03/28/2023
Approval of Regular Meeting Minutes of March 21, 2023
Staff Lead: Council
Department: City Clerk's Office
Preparer: Scott Passey
Background/History
N/A
Recommendation
Approval of Council Committee Meeting minutes as part of the Consent Agenda.
Narrative
The Council committee meeting minutes are attached.
Attachments:
E032123
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8.1.a
EDMONDS CITY COUNCIL MEETING
DRAFT MINUTES
March 21, 2023
ELECTED OFFICIALS PRESENT
Mike Nelson, Mayor
Neil Tibbott, Council President
Vivian Olson, Councilmember
Will Chen, Councilmember
Diane Buckshnis, Councilmember
Susan Paine, Councilmember
Dave Teitzel, Councilmember
Jenna Nand, Councilmember
1. CALL TO ORDER/FLAG SALUTE
STAFF PRESENT
Angie Feser, Parks, Rec., & Human Serv. Dir.
Susan McLaughlin, Planning & Dev. Dir.
Rob English, City Engineer
Mike De Lilla, Senior Utilities Engineer
Tristan Sewell, Planner
Jeff Taraday, City Attorney
Scott Passey, City Clerk
Jerrie Bevington, Camera Operator
The Edmonds City Council meeting was called to order at 7 p.m. by Mayor Nelson in the Council
Chambers, 250 5th Avenue North, Edmonds, and virtually. The meeting was opened with the flag salute.
2. LAND ACKNOWLEDGEMENT
Councilmember Nand read the City Council Land Acknowledge Statement: "We acknowledge the
original inhabitants of this place, the Sdohobsh (Snohomish) people and their successors the Tulalip
Tribes, who since time immemorial have hunted, fished, gathered, and taken care of these lands. We
respect their sovereignty, their right to self-determination, and we honor their sacred spiritual connection
with the land and water."
3. ROLL CALL
City Clerk Scott Passey called the roll. All elected officials were present.
4. PRESENTATIONS
1. 2022 PUBLIC DEFENDER'S OFFICE ANNUAL REPORT
Kathleen Kyle, Executive Director, SCPDA, introduced Katie Frazer, supervisor of the SCPDA attorneys
who practice in Edmonds. Ms. Kyle reviewed:
0 "Of all the rights that an accused person has, the right to be represented by counsel is by far the
most pervasive for it affects his ability to assert any other rights he may have."
United States v. Cronic, 466 U.S. 648, 654
(1984)
• 60 Years of Gideon
o Sixty Years of Gideon was celebrated in March. In Gideon v. Wainwright, Mr. Gideon was
accused of burglarizing a pool hall. He was 51 years old at time and an unhoused person and
when the usual suspects were rounded up, an employee of the pool hall identified him as the
Edmonds City Council Draft Minutes
March 21, 2023
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person who had taken money from jukebox and some beers. Mr. Gideon did not have money
for an attorney so he represented himself and was convicted. While serving a 5-year prison
term, he hand wrote a petition to the Supreme Court asking that the 6th amendment be
honored; in a 9-0 opinion, the U.S. Supreme Court agreed and when the case was reversed
and sent back to the trial court, Mr. Gideon, who was represented by counsel, was acquitted.
Cases like Gideon still exist. In a recent store theft case that came through their office (not
Edmonds related), when the usual suspects were rounded up, the perpetrator was identified by
the store clerk as having a distinguishable beard and dark shoes with a light colored stripe at
the bottom. The difference is the person was represented by counsel early in the proceedings
which included an investigator who subpoenaed surveillance from a public entity that showed
the client was sitting on the street corner the entire time and could not have been the person
involved in the theft. In addition, with unhoused persons, beards are not so distinguishable,
there is a ubiquitous unhoused beard. When reviewing the store's video, it is understandable
why the person, although innocent, was identified.
Public Defense is important
o Required by law
o Required by a just society
o Work to ensure the most vulnerable are treated with consideration
o Mission to provide the highest quality of representation to people facing loss of liberty
2023-2023 Defenders
Ms. Frazer reviewed
• 2023 Edmonds Team
o Shawn Plascencia — case load attorney for Edmonds Municipal Court
o Julie Tangatailoa — legal secretary and does all calendar prep and a lot of client contact
o Stacia Frazer — dedicated Edmonds Municipal Court Investigator
o Katie Fraser - supervisor
o Ali Burton — case load attorney for Edmonds Municipal Court
Building careers in public defense
o Shawn Plascencia and Ali Burton
• Sustainability & Satisfaction
o Goals:
■ Prepare attorneys for fulfilling careers as public defenders
■ Stay in front of labor market shortage
■ Build technical and relational skills
o Actions:
■ Fall Core Skills Intensive Trainings and continuing support
■ Expand and Proactively Recruit Defenders
Edmonds City Council Draft Minutes
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8.1.a
■ Flexible Work Environment and Accountability Assurances
o Core skills 2022
■ In September of 2022, SCPDA developed an intensive skills training over a 2 week
period
Ms. Kyle reviewed:
o Book Talk with Professor Matthew Clair - "Privilege and Punishment, How Race and Class
Matter in Criminal Court"
■ Discusses the Importance of Client Centered Representation Public Defense
■ Ways to ensure that disadvantaged members of our community are included in the
criminal legal system
■ Question and Answer Session with Defenders on Relational Skills with Clients and
Communities that we represent
Ms. Frazer reviewed: o
o
Moving Forward - Technical and Relational Skill Building `m
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■ Using Edmonds Municipal Court and Lessons from the Pandemic to Increase Flexibility N
for Defenders and Enhance Accountability 2-
- Remote Appearances - enhances court accessibility for less privileged clients c°
- Monthly Reports - tracks attorney time and provides enhanced data for lessons in the
future 3
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SCPDA 2023 On Call Team
o
David Roberson a
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Ali Burton
o
Taylor Severns
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Lindsay Zerfas
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Colin McMahon
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Tori Sullivan Lavoie a
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Melissa London
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Catherine Bentley 0
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Rachel Stine °
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Annika Carlsten
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Christine Councilmember Olson N
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Assigned by Year - Comparing 2021 to 2022 +:
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2021 2022
• Top Charges - Comparing 2021 to 2022
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8.1.a
2022 Investigations and Social Worker Requests
30
25
20
15
10
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■ Investigation ■ Social Work
• Reduction in DWLS 3 Prosecutions Year to Year Comparison
1so
160
140
120
100
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2019 2020 2021 2022
• 2023 Point in Time Open Assignments Graph by Attorney
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• Other Workload Measures
0 74 Investigation Requests
0 17 Immigration Consultations
0 16 Social Worker Requests
0 329 Show Cause Hearings
0 309 Dismissals
0 4 Jury Trials
Training
0 52 Continuing Legal Education Classes
0 30 SCPDA Coffee Breaks
0 22 Anti -racism Training Meetings
Anticipating
o National Workload Study
■ Will likely make recommendations
regarding caseloads in a way that will make
sustainable public defender careers but likely reduce the allowed maximum under the
current standards.
o SCPDA celebrates 50 years
Ms. Frazer reviewed:
Community Involvement
o Edmonds Community Court
o Snohomish County Human Services — Trueblood Housing Vouchers
o Housing Consortium of Everett & Snohomish County
o Snohomish County Juvenile Court Cultural Advisory Committee
o Washington State Bar Association, Council on Public Defense
o Washington State Sex Offender Policy Board, subcommittee members
o Washington Defender Association
o Washington Association of Criminal Defense Attorneys
o Washington State Bar Association Character and Fitness Board
o Teach in programs at UW School of Law and Edmonds College
o Public defenders volunteer at:
■ Cocoon House, board member
■ Snohomish County Legal Services, board member
■ Washington Innocence Project, board member
■ Puget Sound Prisoner Support
■ Washington State Sex Offender Treatment Provider Committee
■ American Academy of Trial Lawyers Fellow — Natalie Tarantino
■ Guest lecturers at University of Washington, Seattle University, Edmonds Community
College, and Sno-Isle TECH
■ Jackson High School Mock Trial Coach
■ Washington Defender Association Trial Skills Academy Instructor Christine Olson
Stay Connected
o kkyle@snocopda.org
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o kfraser@snocopda.org
o Website: www.snocopda.org
Councilmember Nand thanked SCPDA for the incredible work they are doing. Noting she is also an
attorney, she was aware a defendant has a right to a fair and speedy trial. She asked with how leveraged
defense attorneys are, how does that affects the delivery of justice to people going through the criminal
justice system and what is the average length of time a person accused of a crime experiences from charge
date to resolution with SCPDA's current ratio. Ms. Kyle answered she could do some analysis and
provide a more data driven answer. She acknowledged workloads do impair their ability to go to trial in
the first trial term; often jail is a driver. If someone is held on bail, there may be more urgency to plead
guilty to get out such as on the DWLS 3 cases, but also, if there will be a trial, trying to get the trial out in
the 60 day period. That has not been a barrier in the Edmonds Municipal Court. They feel that tension in
the out of custody clients and ensuring the investigation or mitigation is prepared so they do not have to
come back and forth repeatedly. The flexible or remote appearances have eased that somewhat. The
longer someone's case is pending, the worse their outcomes are. She relayed a lawyer shared with them
that their client was discharged from their job because their employer ran a background check and even
though it was only an arrest and not a conviction, the lawyer wrote a letter to the employer trying to get
their client reemployed. A lot of collateral consequences occur related to employment, housing, education
enrollment, etc.
Councilmember Paine congratulated the SCPDA on their 50th anniversary, commenting that is
remarkable for any nonprofit and particularly one that is providing this type of service. She thanked
SCPDA for including the DWLS 3 data, recalling the council's resolution asked for an annual report and
review. She found it rewarding that it is working, that clients are getting into the relicensing program and
it also reduces jail costs for the City; Snohomish County Jail costs have increased 40%-50% in the last
two years, a significant increase. She expressed interest in the National Workload Study and what that
might mean for Edmonds. When that study is completed and some analysis has been done, she suggested
a letter from SCPDA regarding those impacts could be on the council agenda under Received for Filing.
Councilmember Teitzel thanked SCPDA for the good work they are doing for the community. He referred o
to equity in the community, a conversation that has occurred at the national, state and local level for the
past few years. He asked about the racial makeup in SCPDA's caseload over the past 4-5 years, whether a
it was staying the same or whether it was it changing. Ms. Frazer answered although incredibly important, Q
SCPDA has not tracked that, but relies on outside sources for demographic information on clients which
was only recently identified as a failing. SCPDA's legal secretary unit created a project whereby at the N
first point of contact with their office, clients self -identify their demographic information so SCPDA can M
track it. SCPDA does not have reliable information on the equity of its current clientele but they are w
dedicated to obtaining it.;
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Ms. Kyle commented they see a lot of racial disparity in their work. American Equity Group has created a E
dashboard that shows racial disparities both locally and statewide. The data is currently based solely on
felonies and conviction data information but is being expanded. She offered to provide Edmonds a report a
on that data, noting it will provide a snapshot of what's happening in the community although not
specifically in Edmonds Municipal Court.
Councilmember Chen thanked SCPDA for their amazing work defending the community especially the
most vulnerable and voiceless. He asked how clients were referred to SCPDA, whether it was through law
enforcement. In addition, if someone has a language barrier, how do they get to SCPDA. Ms. Kyle
answered SCPDA is not the point of referral; she believed it was the court itself. Edmonds law
enforcement is self -referring, law enforcement enter the charge into the court system and are often the
point of contact. She was unsure if Edmonds law enforcement used multilingual forms. Ms. Frazer said
most police agencies are well trained on the language line. At the point someone is arrested and read
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Miranda Rights, if a language barrier is identified, officers will contact the language line to effectively
communicate with the person. It is their best practice and if they do not do that, it is a problem SCPDA
gets to work with.
Ms. Fazer continued, explaining one thing unique to Edmonds Municipal Court is provisional
appointments, where SCPDA is pre -assigned a case prior to an arraignment (someone's first official
hearing with the criminal legal system). Their office is able to reach out to the people they are
representing to ensure they have effective communication available. Ms. Kyle commented a person has to
appear to get the information to contact SCPDA. Once they appear (via calling in or being physically
present), they are financially screened to be appointed and if they meet those criteria, they are referred to
SCPDA. The court also has access to the language line. Only a small percentage of cases in Edmonds
require interpreter services. She offered to provide a list of languages used in Edmonds and the frequency.
Councilmember Chen cited the statistic that there are approximately 130 different languages spoken at
home in Edmonds. The fact that there was a low use of other languages shows there is potential.
5. APPROVAL OF AGENDA
COUNCILMEMBER TEITZEL MOVED, SECONDED BY COUNCILMEMBER OLSON, TO
APPROVE THE AGENDA IN CONTENT AND ORDER. MOTION CARRIED UNANIMOUSLY.
6. AUDIENCE COMMENTS
Mayor Nelson described the procedures for audience comments.
Gala Shoemake, Interfaith Climate Action, expressed their strong commitment for the Climate Action
Plan (CAP) and hoped the council would approve and support it as soon as possible. The organization is
also interested in the CAP tracking tool and look forward to seeing specific action plans listed in the CAP. a
The CAP is a comprehensive plan that will require extensive follow-up. They congratulated the City on
meeting the goals of the 2010 CAP; most if not all the goals listed for the City were met and the city o
council must be credited for that good work. That part of the previous CAP was very successful and she
anticipated the City would continue that excellent work. The majority of citizens and some businesses did i
not meet the goals established in 2010 and that is where the City must spend its leadership and time in
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capturing the support of Edmonds residents and businesses to meet the CAP goals. It will require a huge Q
effort, but it must be done. After the last CAP, there was no push from the City for individuals to do their M
part; now there is no choice as it is essential. She believed the residents of Edmonds sincerely care about `V
N
the future of the community, their children and grandchildren and will step up to the challenge. The City c
must put forth such a challenge by encouraging, leading, motivating and even rewarding individuals and w
businesses that take serious steps to reduce their own carbon footprint. It must be a major goal. She
relayed their suggestions, 1) approve the CAP, and 2) lead residents and businesses in meeting their E
requirements as listed in the 2023 CAP. The City is on a roll and needs to keep going.
c�
Nick Maxwell, Edmonds, echoed Ms. Shoemake's comments. He noted there are 62 different a
recommended actions in the CAP which is a plan for the next 27 years until 2050. He was unclear which
actions would be taken first and he looked forward to hearing from the city council and staff the first task
to pursue. He recommended the City get the first task underway and then think about what comes next. If
there is disagreement on the first task and there are eight different recommendations, he suggested doing
all eight of them and not let disagreement slow the process.
Marlin Phelps relayed Albert Einstein's said the world will not be destroyed by those who do evil, but by
those who watch them without doing anything. Prior to the SCPDA taking over as the public defender, he
was charged with a misdemeanor crime which he was innocent of. The police report included exculpatory
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evidence that would have easily cleared him of the crime. He met with Jim Feldman, the public defender
at the time, and pointed out those items in the police report. When he later met with his assigned attorney,
all the exculpatory evidence was redacted and he knew it had been redacted by his attorney. He had
misgivings about Mr. Feldman and his criminal defense attorneys. The public defender contract was later
given to SCPDA and when he visited Mr. Feldman's office, Mr. Feldman blew up because he knew Mr.
Phelps was the reason they lost the contract. The City has come a long way since contracting with
SCPDA; Kathleen Kyle not only does a wonderful job, she also believes in what she does. The previous
police chief, judge and other who practiced law for the City were criminals. When he was charged with a
crime, it was to frame him for the murder of U.S. Attorney Thomas Wales who was shot four times while
sitting in his Queen Anne home. The council has the constitutional authority to inquire regarding what
happened in that case.
Peter Moon, Edmonds, a resident on Olympic View Drive, expressed interest in working with the city
council, police, and city engineer to slow traffic on Olympic View Drive which has been become
extremely dangerous. Olympic View Drive is a high volume thoroughfare for traffic, pedestrians
including kids, and an increased number of delivery trucks and the speeding has become virtually
intolerable. He recently discovered the City is implementing a traffic calming study which he applauded.
He completed the form and has gotten the necessary petitions signed and will be delivering them to the
city engineer tomorrow. He has talked with and met with the traffic engineer and the police department.
His goal is to work closely with the City to find a positive, constructive solution to this problem. He
applauded the City for the pedestrian safety measures that have been implemented in the last couple years
including lights at various crossings. He looked forward to working with the City in the weeks ahead and
introducing residents of his neighborhood on a weekly basis so they can tell their stories about traffic,
speeding and the challenges faced by residents on Olympic View Drive.
Nancy Johnson spoke in strong support of the CAP. She hoped the council would adopt the CAP and as
Mr. Maxwell said, start immediately and accomplish the actions as quickly as possible. She also
expressed support for Ms. Shoemake's comments.
7. RECEIVED FOR FILING
1. CLAIM FOR DAMAGES FOR FILING
2. DISPOSED ASSETS - 2022
3. JANUARY 2023 MONTHLY FINANCIAL REPORT
4. 2022 TRANSPORTATION IMPACT FEE ANNUAL REPORT
5. 2021-2022 TRANSPORTATION BENEFIT DISTRICT REPORTS
APPROVAL OF CONSENT AGENDA ITEMS
COUNCILMEMBER PAINE MOVED, SECONDED BY COUNCILMEMBER OLSON, TO
APPROVE THE CONSENT AGENDA.
Councilmember Buckshnis requested Items 8.1, Approval of Special Meeting Minutes of March 7, 2023,
and 8.2, Approval of Regular Meeting Minutes of March 7, 2023 be removed from the consent agenda so
she could abstain as she was absent from the meetings.
MOTION CARRIED UNANIMOUSLY. The agenda items approved are as follows:
3. APPROVAL OF COUNCIL COMMITTEE MINUTES MARCH 14, 2023
4. APPROVAL OF CLAIM CHECKS AND WIRE PAYMENT.
5. APPROVAL OF PAYROLL AND BENEFIT CHECKS, DIRECT DEPOSIT AND WIRE
PAYMENTS.
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6. APPROVAL OF PROFESSIONAL SERVICES AGREEMENT FOR THE BLUELINE
GROUP TO PROVIDE DESIGN ENGINEERING SERVICES FOR THE PHASE 14
WATERLINE REPLACEMENT PROJECT.
7. APPROVAL OF AMENDMENT TO THE DEPARTMENT OF ECOLOGY AGREEMENT
- 2021-2023 BIENNIAL STORMWATER CAPACITY GRANT
8. CIVIC PARK - WALKER MACY CONTRACT AMENDMENT NO.3
ITEMS REMOVED FROM CONSENT
1. APPROVAL OF SPECIAL MEETING MINUTES MARCH 7, 2023
2. APPROVAL OF REGULAR MEETING MINUTES OF MARCH 7, 2023
COUNCILMEMBER BUCKSHNIS MOVED, SECONDED BY COUNCILMEMBER TEITZEL,
TO APPROVE THE SPECIAL MEETING MINUTES MARCH 7, 2023 AND THE REGULAR
MEETING MINUTES OF MARCH 7, 2023. MOTION CARRIED (6-0-1) COUNCILMEMBER
BUCKSHNIS ABSTAINING.
9. COUNCIL BUSINESS
1. 2023 EDMONDS CLIMATE ACTION PLAN
Planning & Development Director Susan McLaughlin introduced Planner Tristan Sewell. She expressed
appreciation for the community feedback, noting development of the 2023 Climate Action Plan (CAP)
has been a 2+ year process during which a significant amount of community feedback has been provided.
She requested council consideration of the adoption of the CAP by resolution as included in the council
packet. She reviewed:
• Who worked on the plan
o City of Edmonds Staff
■ Susan McLaughlin, Planning & Development Director
■ Tristan Sewell, Planner
■ Shane Hope, former Development Services Director
■ Kemen Lien, former Planning Manager
o Consultant team
■ ESA n
■ Cascadia Q
■ Good Company N
o Key inputs r
N
■ Mayor c
■ General public w
■ Climate protection committee
■ Youth Commission E
■ Planning Board
Background a
o In 2006, COE formally expressed support for the Kyoto Protocol, adopted the US Mayors
Climate Protection Agreement and joined the International Council for Local Environmental
Initiatives
o In 2009, Edmonds adopted a Sustainability Element of the Comprehensive Plan
o The City of Edmonds' 2010 CAP set goals to substantially reduce GHG emissions generated
by the Edmonds community
o In 2017, in response to the Paris Agreement, city council passed a resolution to update the
CAP recognizing the advancements in science and reporting
o In 2018, consultants were hired to prepare a new GHG inventory and to establish a new
science -based target
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■ A science based target represents an overreaching global target that humanity can
collectively work toward
o In 2020, Edmonds City Council adopted a science -based target of 1.5 degrees C
■ Achieving this means eliminating or offsetting all GHG emissions by 2050
Edmonds has a long-standing commitment to Climate Action
0 2011: Adopted a Complete Streets ordinance, resulting in 15 miles of new bike lanes, with 6
more miles planned for 2023
0 2012: City developed an Energy Plan to guide future investments
■ Over a ten year period, the City reduced municipal energy consumption by 15%
0 2016: Council passes resolution adopting zero waste and beyond waste as long term goals
0 2018: City challenged community to reduce GHG emissions through the Taming Bigfoot
competition
0 2019: Council adopted reduced residential parking standards in Downtown Business zones
0 2019: Edmonds Marsh Baseline Monitoring Study was completed which establishes health
and biodiversity of the marsh ecosystem, which is relevant as we aim to maximize carbon
sequestration while dropping emissions
0 2020: EPA awarded Edmonds wastewater treatment plan a 2020 Utility of the Future Today
for its efficiency improvements
■ Reduces electricity consumption by 19% and fuel oil consumption by 44%
CAP Development Process
o December '20-Feb `21
■ Material Development
- Project material development and website launch
- February: Online open house
o Feb '21 -Aug `22
■ Spread the Word
- March: community workshop
- April: Community feedback survey
- June: community feedback survey summary
- August: Open houses
o Aug '22-Feb `23
■ Write the CAP
- Refine and revise strategies and actions
- Work with the climate protection committee to shape final draft
o Feb -March `23
■ Launch the CAP
- Release the Climate Action Plan for the City of Edmonds
- Share with Youth Commission
- Present at planning board
- Work with CPC to plan an educational series to advance actions
o Community Survey + Open Houses 2021-22
■ More than 400 respondents, representing Edmonds' ethnic diversity well
■ Respondents recognize individual responsibility and limitations
■ Broad support for Edmonds' health and livability
o CAP Key sections
■ Call to Action
■ Equity
■ GHG Emissions
■ Buildings & Energy
■ Transportation
■ Environment
■ Lifestyles & Consumption
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■ Tracking Progress
Call to Action
o Fact: The Edmonds Community has not kept pace with its goals to reduce GHG emissions
■ "The 2017 inventory found that Edmonds reduced GHG emissions in some sectors but
increased emissions in others. ...The inventory concluded that 12 years after setting plans
to begin reducing GHG emissions, per capita emissions in Edmonds have remained
essentially the same since 2000."
■ Transportation emissions up 27% since 2000
■ Natural gas use up 25% since 2000
■ Electricity use down 7% since 2000
o Local emissions in 2017 represents 7.2MT CO2e per Edmonds resident
o Total emissions (local + imported) were approximately 17.2MT CO2e per capita
o For comparison, in 2017 the global per capita average was 6.4 MT CO2e and in the U.S. the
per capital average was 17.3MT CO2e
o Key actions the City can take are:
■ Adopt regulations to require new multifamily and commercial buildings to be 100%
electric by 2023
■ Support changes to State building codes to allow Edmonds to mandate that new single
family residences be 100% electric
■ Require EV charging infrastructure with new development
■ Support transit -oriented housing choices development in neighborhood commercial
centers
■ Create a green building incentive program to foster low carbon developments
■ Develop an action plan to adapt to sea level rise in Edmonds
o The most effective actions that individuals and businesses in Edmonds can take are:
■ Replace fossil -fuel burning heating systems, hot water heaters, and cooking equipment
powered with efficient electric appliances
■ Replace fossil fuel -burning vehicles with electric vehicles
- For example, the cost of a baseline Tesla is now the same as an average gas vehicle
■ Reduce vehicle trips by using transit, telecommuting, biking or walking
■ Conserve energy wherever possible, especially energy from fossil fuels
o Equity
■ Frontline Communities often live in denser settings, use transit, conserve energy and
consume less
■ National studies show that affluent households, those with incomes above $120,000,
produce GHG emissions that are double those of households with income between
$40,000 and $80,000
o GHG Inventory
yone but Frontline Communities will be effected the most
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Key takeaways
- Edmonds has not kept to its goals since the 2011 CAP
- Two biggest sectors remain buildings and transportation
Electric consumption in buildings declined 7% since 2000
Natural gas consumption increased by 25% since 2000
• Transportation emissions increased by 27% since 2000
• 35%
Buildings (Residential)
• 15%
Buildings (commercial)
• 2%
Buildings (Industrial)
• 40%
Transportation
• 6%
Refrigerant
• 2%
Waste
305, 962 MT CO,e
7.2 MT CO,e per capita
Key takeaways - residential
- Residential buildings emit roughly twice the quantity of GHG's that commercial and
industrial buildings in Edmonds emit
- GHG reduction strategies that focus on homes using carbon -based fuels and
especially heating and hot water will have the greatest effect
- Multifamily homes can use as little as 30% of the energy of a typical SFR; promoting
smaller units in a transit rich context will have multi -faceted GHG reduction benefits
0 34% • 5%
Heating 8 Cooling Refrigerators
• 30%
• 6%
Water Heating
Lighting
0 4%
• 18%
Clother Dryers
Other
f 3%
Cooking
■ Key takeaways - transportation
- 80% of the GHG emissions from the transportation sector are from the passenger
vehicle
- Approximately 7 1 % of workers in Edmonds commuted in private vehicles in 2017
- Over half of the 71 % of workers in Edmonds commuted in private vehicles in 2017
- Over half of the 71 % of Edmonds SOV commuters had commutes longer than 20
minutes
- Reducing GHG emissions can also be done by reducing the number of vehicle miles
traveled (VMT)
- Telecommuting has positively impacted GHG emissions, 17.5% of Edmonds
workforce worked from home in 2021
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0 80% • 1%
Passenger Travel Truck Freight
• 9% 1 %
Commercial Services Port
• 6% 1%
Rail Transit
• 3%
Off Road
■ Emissions
750,000
a
V
F
r Imported Emissions
° 500,000
N
E
W
V
2
V
250,000
E
E
° r Buildings
U
r. 0 Transportation
a
ry ■ Refrigerant
0 i Waste
Local + Imported
Emissions
o How the Plan is presented: Strategies -Actions -Metrics
■ Sectors in Edmonds CAP
- Buildings & Energy
- Transportation
- Environment
- Lifestyles & Consumption
o Actions (Example from CAP)
Q
0E-2! Improve Energy Efficiency of Existing buildings and Infrastructure
BE-2A Support legislation to require gas supply systems statewide 4ft
to be carbon -neutral by 2045- 14 High �•n law
BE-2.2 Create and implement a green building incentive progsam. `A
Low High
BE-2.3 Continue to improve energy efficiency of the City's �+
wastewater treatment plant.. I.# Low `�� High
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8.1.a
Metrics & Tracking
■ Metrics
o Tracking Progress
400,000
Business as usual
A
m 350,000
0 300,000
U
r
250,000
State&Federal
N
---
requirements
e 200,000
��` ❑
❑
150,000
Climate
w 100,000
�__ Actian Plan
U 50,000
Target
0
2015
2020 2025 2030 2035
2040 2045 2050 2055
■ Funds remaining in consultant budget to complete this tool.
■ CAP will get the City to target of being carbon neutral by 2050
- Anticipate will need to reset in 2023
o Implementation
■ City staff will work with CPC on an annual implementation strategy
■ Over 50% of the actions that are within the City's control are scheduled to be completed
by 2025
Council President Tibbott thanked staff for providing the implementation sheet in the packet. He asked
the purpose of the CAP; He understood it was to reduce GHG, but asked what the purpose was for the
City, how it integrate with elements of the comprehensive plan, and how objectives become strategies.
Ms. McLaughlin explained the comprehensive plan has a sustainability element. The purpose of the
comprehensive plan is high level policy guidance intended to last over a 20 year period. That policy
language is often not actionable. Policies in the CAP, some of which are nearly identical to those in the
comprehensive plan, take the policy a step further. She displayed the sample actions and metrics,
explaining the CAP uses those policies to create actions and a timeline but most importantly, it quantifies
the GHG emissions associated with that particular action and creates a tracking tool to keep the City
accountable to meeting its goal of being carbon neutral by 2050. The comprehensive plan does not have
any quantifiable metrics and does not have the level of detail and actionable items that the CAP does.
Some of the actions within the CAP will required legislative action by council. For example, EV
charging, will be a budget asks and/or incorporated into the CIP/CFP.
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Councilmember Buckshnis thanked staff for sending the matrix to council today which she forwarded to
others. She did not recall seeing the 2019 baseline monitoring study of the marsh and asked Ms.
McLaughlin to send it to her. She asked whether that study addressed blue carbon, carbon sequestering
and what would happen if there was a functioning marsh. Ms. McLaughlin said she was unable to answer
that question, the study was included at the council's request as something that was done related to carbon
sequestration. Councilmember Buckshnis referred to a previous packet provided by former Planning
Manager Kernen Lien which also did not include that study.
Councilmember Buckshnis commented she did not view approving the CAP as an emergency although
some of the actions could be started. Some of the issues she brought up when this was presented previous
have not been addressed such as there is nothing about Taming Bigfoot, the ban on plastic bags and other
plastics, adopting a canopy coverage target, the Urban Forest Management Plan (UFMP), etc. She
summarized she has a lot of amendments and several citizens sent her proposed amendments. She asked
how items she and other others believe should be part of the CAP would be addressed, recalling when the
CAP was presented to the planning board, it did not go through the planning board process such as public
hearing, discussions, etc. Ms. McLaughlin responded Taming Bigfoot is in the CAP, there is no citywide
tree canopy goal yet, and the UFMP is referenced in the document. The CAP is a plan, not a reference
document of everything that has been done; that information is available through other records if
members of the public are interested.
Councilmember Buckshnis commented when the CAP was presented to the planning board, members
mentioned to her that it was mitigation plan and not really an adaptation plan and it was strictly GHG
centric. She asked what would be done about other aspects of the climate that need attention such as sea
level rise. She was interested in the CAP addressing adaptation to climate change more globally such as
impacts on watersheds, carbon sequestering, etc. Ms. McLaughlin said she has seen that in the
correspondence. There is significant importance in doing a climate adaptation plan which, as noted
previously, will be part of the comprehensive plan. The sustainability element adopted in the 2009
comprehensive plan includes climate change, community health and environmental quality. The CAP is
narrowly focused on the reduction of GHG emissions and partially on carbon sequestration.
Councilmember Buckshnis said she was not ready to approve the CAP tonight because there were still a a
lot of questions to be answered and things that needed to be added to it. She acknowledged she was only Q
one of seven councilmembers, but she was interested in either adaptation or strictly defining the CAP as
GHG centric. It is not really a climate action plan, it is only part of a plan. In her mind, a CAP had N
adaptation of everything, not just GHG. She recalled in 2010 there was not as much information about M
how drastic climate change was or the marsh so she understood why the scope was limited. w
Councilmember Nand thanked staff and stakeholders for their work. She suggested carbon offsets could
be a valuable tool for the City, not only from a budget standpoint but providing a legitimate avenue for E
private consumers. There are numerous nonprofits asking eco-conscious consumers for funds to plant
trees to sequester carbon and a recent article stated Washington State DNR plans to start a sequestration a
program. She asked about adding to the plan the exploration and vetting of legitimate avenues where the
City could provide funds and encourage citizens via education to provide carbon offset opportunities. Ms.
McLaughlin responded a carbon offset program is recommended in the CAP; the CAP states, "explore the
purchase of GHG offsets." There is a lot of interpretation regarding how that would be done, whether it
would be the City or other entities. That leverage and flexibility is within the existing language in EN 2.6.
Councilmember Teitzel expressed appreciation for this huge amount of work, acknowledging the City
needs to begin attacking these issues due to the situation being at a tipping point with no return. He is
concerned about his two daughters' future and their children's futures. He asked if the council approves
the CAP, did that mean council was approving all the concepts within the document. For example, TR 1.1
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refers to adopting a multimodal level of service (MMLOS) to enable Complete Streets outcomes, but the
concept of MMLOS has not been presented to council yet. Ms. McLaughlin answered each actions will
likely have its own legislative path. The CAP recommends adoption of a MMLOS because it relates to
the reduction of GHG emissions; however, that will be a comprehensive plan policy and will require
legislative action.
Councilmember Teitzel referred to the presentation which stated 35% of carbon emissions are from
residential buildings in Edmonds, largely single family residences. He has a gas stove, fireplace and hot
water heater and would be interested in changing those devices to electric but there is a cost barrier as it
would be very expensive. If the percentage of the problem is that high, the City should be more
aggressive in attacking that source and strongly encourage residents to make that change. He asked if
consideration had been given to a subsidy or rebate to underwrite the cost, such as 50% of the cost to
convert to electric. Ms. McLaughlin agreed there is a cost barrier and the only way to address it is through
incentives, rebates, streamlining, etc. The City does not have the leverage to mandate those conversions.
The City can provide information about agencies that have rebates and encourage residents.
Councilmember Teitzel referred to renewable natural gas (RNG), relaying his understanding PSE is
working on integrating RGN into their gas infrastructure on a small scale and plan to ramp up over time.
He asked if that was viewed as a truly renewable energy source. Ms. McLaughlin responded since her
email exchange with Councilmember Teitzel, she requested Mr. Sewell do some research. It is impressive
that PUD and PSE have over 90% of bonified renewable energy sources. Mr. Sewell defined RNG, often
also called biogas; it is methane recovered from waste and purified for pipeline standards. Recovered
from waste usually means contaminated so it needs to be purified to reach the infrastructure level of
cleanliness a consumer expects. The sources are typically wastewater, food waste, landfills and livestock
manure. In Washington, based on data from the Department of Energy's Argon National Laboratory last
January, there are about six functional and future planned sites in Washington which are avoiding about
2MT tons of CO2e per year, approximately three Edmonds emissions per year statewide which is small
amount statewide.
Mr. Sewell continued, his main concern with methane is it remains methane regardless of the source and o
is a very potent GHG. Within the first year, it is 120 times more potent than CO2 gram for gram. It >
degrades over time and does not retain that same potency over a century where CO2 is more stable over a
that the same century. By the end of a century it is 35 times more potent; those numbers have changed Q
substantially over his career and science continues to improve. Fugitive emissions remain a concern, gas
leaks, whether very large to unnoticeable. They represent 5% of the global carbon emissions although it is N
not well understood. He referred to a major leak in California 6-7 years ago and research into how much M
of a carbon bomb that was. w
Mr. Sewell continued, he was of two thoughts. On one hand, something that is otherwise waste is being
used which is generally good. On the other side, the fuel itself is a potent GHG which bears a high E
amount of risk particularly given its very strong immediate impact, 120 times in the first year which could
be really damaging. He referenced the IPCC sixth assessment report that contains a much more a
compressed timeline than the fifth report. The three member Washington Utilities and Transportation
Commission (WUTC) who oversees utility pricing is moving to a different model for natural gas,
renewable or not, and will no longer allow utilities to subsidize installations up front to the same degree
so installation costs are likely to increase substantially within the next 12-18 months. Therefore concerns
about continued buildout of natural gas should be mitigated by market forces; builders, developers and
home owners doing remodels may not find natural gas as attractive and prefer to use electric.
Mr. Sewell continued, there is also steep decarbonization pressure. He displayed the tracking progress
graph, explaining between the orange triangle (business as usual), the yellow square (state and federal
requirements), and the blue diamond (CAP), there is three times the work between the yellow square and
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the blue diamond, what the City is responsible for. Between the orange triangle and the yellow square is
what the state and federal is responsible for. The WUTC is requesting a report be finalized June 1, 2023
about the prospects of decarbonization in natural gas. HB 1589 would prohibit the expansion of gas
service after June 30, 2023 for all purposes. He summarized it may not the City's decision to make, it may
occur at a higher level.
Councilmember Teitzel asked if the council approves the CAP tonight, could it be amended in the future.
Ms. McLaughlin relayed the request is adoption of the CAP via the resolution in the packet. If a majority
of council wants to make amendments, that could be done.
Councilmember Paine thanked staff for the CAP, new information and the explanation of RNG. She
referred to the timeline of city actions, relaying she was impressed with the tracking Edmonds has done
since 2006. She referred to the IPCC sixth report that reiterates what their fifth report said about there is
no more time. Technology has been a friend, but also an enemy because progress has slowed. There are
things the City can do; she appreciated the public's encouragement to do more than one thing at a time.
She liked that the natural and environmental benefits were identified in other documents such as the
UFMP, stormwater efforts and the marsh. She emphasize those are not the problem areas; the problem
areas are infrastructure. For example, at the last CPC meeting, a resident from the newest Pt. Edwards
building reported there is no electrical plug behind her kitchen stove. The cost to install it during
construction may have been $300, but to add a line from the panel now to behind the stove is $3,000.
Natural gas was sold to the public as clean energy. She also has a gas cooktop and recognized here are
things individuals can do. She was fully supportive of the CAP, noting 50% of the actions will be
completed by 2025, and 25% will be ongoing including looking at mortalities. She strongly encouraged
the council to pass the CAP tonight.
COUNCIL PRESIDENT TIBBOTT MOVED, SECONDED BY COUNCILMEMBER PAINE, TO
ADOPT THE CLIMATE ACTION PLAN, THE IMPLEMENTATION PLAN AND THE
RESOLUTION.
Council President Tibbott said he learned tonight there are policies that need to be developed to support o
the CAP which will require ongoing work by the council. He also learned there will be legislative and
budget processes to implement and fund the CAP. With regard to amendments proposed by the public, he o
envisioned those could be introduced in the future as policies are formed and implementation refined. For n
those reasons, he supported the implementation and adoption of the CAP tonight knowing additional Q
work will be done. M
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COUNCILMEMBER BUCKSHNIS MOVED, SECONDED BY COUNCILMEMBER OLSON, TO c
AMEND SECTION 1 TO READ, "The 2023 CLIMATE ACTION PLAN, SPECIFIC TO w
MITIGATION OF GREENHOUSE GLASS LEVELS, WHICH IS ATTACHED...".
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Councilmember Buckshnis reiterated the CAP is GHG specific and it is a mitigation plan, but there are
many other adaptations that the City needs to implement related to sea level rise, carbon sequestering,
blue carbon, etc. a
Councilmember Olson relayed her support for the amendment.
For Councilmember Nand, Councilmember Buckshnis restated the amendment: "The 2023 Climate
Action Plan, specific to greenhouse gas level mitigation....".
Councilmember Teitzel expressed support for the amendment, pointing out the CAP is focused strictly on
GHG emission reductions and reaching the target by 2050 which is driving climate change, sea level rise,
etc. He agreed the CAP was a GHG reduction plan.
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Councilmember Paine asked if adding that language would limit how the CAP was enacted or was it
general enough. Ms. McLaughlin answered it would not be limiting with the exception of content
regarding carbon sequestration. She did not want to negate that that was part of the equation. While the
CAP is not a climate adaptation plan, there are things such as street tree planting, setting a canopy goal,
etc. that are related to sequestration although it could be descried as reducing GHG levels.
Councilmember Paine said she was thinking about the climate adaptation and the environment benefits of
the green and blue planet.
AMENDMENT CARRIED UNANIMOUSLY.
Councilmember Olson said she share the councilmember's concern that the council was agreeing to a
policy that the council not yet been approved. She wanted to ensure the council was not committing to
that and will be vetting that policy in the future. That policy is a climate mitigation which makes it
attractive, but she wanted to be clear that the council was not committing to it by passing the CAP.
Councilmember Chen expressed his appreciation for the hard work Ms. McLaughlin and Mr. Sewell put
into the plan, recognizing that no plan is perfect and the City needs to start somewhere due to the urgency
of climate change including changing weather patterns. He recognized the CAP will need to be perfected,
but it was time to move forward and take action. He express support for adopting the CAP.
Councilmember Olson commented the council received some very interesting and good citizen comments
about specificity of actions in the plan that could be more detailed. She was satisfied with staff s
assurance that those plans will be unfolding. She was reminded of the emergency management plan and
how there needed to be policies and specifics to support it; this is the same thing.
MAIN MOTION AS AMENDED CARRIED UNANIMOUSLY.
2. CITY OF EDMONDS STORMWATER MANAGEMENT ACTION PLAN (SMAP)
City Engineer Rob English recognized staff who have worked on this plan which has been in process for
over year, former Stormwater Engineer Zach Richardson, Senior Stormwater Engineering Technician Pat
Johnson, Senior Utilities Engineer Mike De Lilla who stepped in when Mr. Richardson left the City and
managed the project to completion, Stormwater Engineer Jerry Shuster, and Herrera Engineering.
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Senior Utilities Engineer Mike De Lilla commented this is an abridged version of the presentation to the `V
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PWC Committee last week. He reviewed:
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• Project Drivers
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o NPDES: Municipal Stormwater Permit
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■ Cannot be outside of MS4 (to comply with permit) E
- No in water work (This is regulated by DOE)
■ Formalizes current work to improve Perrinville Basin a
- Projects need to stay within current funding
- Confirms City is compliant with DOE permit requirements
■ No unfunded mandates
■ March 31, 2023 deadline
■ This is not a comprehensive plan (It will be part of it)
• Project Background
o Driver: Municipal Stormwater Permit
o Stormwater planning requirements include a water health assessment, selecting a priority
watershed, and developing an implementation plan
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3/31122 3/8/23 we are
Water Health Assessment here
Jan -Feb. 2022 Complete Public
Survey
StoryMap Met permit deadline Closes
Feb. 2022 6/30122 Feb.2023 3131123
Selection of Public Implementation
Public Priority Watershed Workshops Plan Complete
Workshops Complete
Metpermitdeadtine
Categories of Stormwater Management Actions
o Stormwater Retrofit Projects: construction projects or feasibility studies
o Land Management Strategies: programs or policies addressing land use or zoning
o Stormwater Program Enhancements: public education and operations and maintenance
activities above and beyond the Stormwater Permit requirements
Note: in -water work (i.e., culverts) not included
Summary List of Identified Actions
Stormwater Retrofit Projects
• Perrinville Neighborhood Scale Retrofit Feasibility Analysis: 179th Street/Olympic View
Drive/Ridge Way/72nd Avenue
• Perrinville Neighborhood Scale Retrofit Feasibility Analysis: 188th Street/196th Street/Perrinville
Creek watershed boundary/76th Avenue
Land Management Strategies 3
y Strengthen stormwater design requirements for redevelopment.
Work with the City of Lynnwood Level of support
Identify hard surface areas for depaving a
5treamside landowner technical assistance
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High 4)
Stormwater Program Enhancements Moderate
Homeowner rain gardens
• Conduct annual rain barrel event
• Public education for pet waste pickup a
Promote natural yard care
• Continue to train City staff on green stormwater facility maintenance .0
Collaboration with the City of Lynnwood
o Compliant with their MS4. 0
■ Approval of more stringent code (matching Edmonds) April 23, 2023 n
■ Teaming on DOE grant for 2015 flow reduction study update. Q
■ Various projects linked to 2015 study completed. N
■ Continue work with the City of Lynnwood. N
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Completed Perrinville Creek Watershed Projects
o Edmonds
■ 2013 - Talbot Road Drainage Improvements/Perrinville Creek Study
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■ 2015 - Perrinville Flow Reduction Study
■ 2015 - Dellwood & 191St Raingardens and Infiltration
■ 2018 - Seaview Infiltration Facility (Phase 1)
■ 2019-21 - 10 rain gardens with Snohomish Conservation District
■ 2020 - 83rd Ave and 8 Pt Ave Raingardens
■ 2022 - Geomorphology Study
o Lynnwood
■ 2016 - Lynndale Park infiltration gallery
■ 2016/2017 - Retrofit to the Blue Ridge Pond
■ 2017 - Elementary School 100% infiltration
■ 2017 - 12 rain gardens with the Snohomish Conservation District
Councilmember Teitzel referred to project drivers, formalizing current work to improve Perrinville Basin
and the statement that projects need to stay within current funding. He noted there clearly was not enough
funding to address all the issues with Perrinville Creek and asked for assurance that the statement did not
mean the City could not seek additional grant funding. Mr. De Lilla said it means more funds are needed.
Council President Tibbott acknowledged stormwater projects are occurring around the city that are
funded with utility funds. He asked if utility funds count toward funding for this project. Mr. De Lilla
answered funding within the Perrinville Basin counts and all projects count for the NPDES. This exercise
looked at only one basin. He envisioned every basin would be analyzed in the future. Council President
Tibbott observed utility funds are one source of funding and it would not require allocating funds from
other projects in the budget; there are already funds dedicated to these efforts and staff is pursing grants.
Mr. De Lilla answered if the City wants to do more, rates would need to be increased, more grants
identified, and more staff hired to fulfill those additional needs. It is up to the council to decide how far
above the City wants to go. Like the CAP, there are is a gap between the federal, state level and city level.
Councilmember Olson relayed she was excited to hear that Lynnwood's staff indicated they will
recommend adoption to their council. She reminded councilmembers who attend Snohomish County
Cities meeting in April to encourage Lynnwood councilmembers to support it. She suggested residents o
also express their support to the Lynnwood City Council. She pointed out the second rated watershed was >
Lake Ballinger/Halls Creek which also has significant issues. To the extend the City's budget can handle a
additional projects, she suggested keeping that watershed in mind. Mr. De Lilla advised the City received Q
a grant to purchase a property off Lake Ballinger. The plans are to demo the house and use it as a
treatment terrain for pollutants off Ballinger Way. N
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Councilmember Nand asked about a presentation regarding the Lake Ballinger watershed due to interest w
from the community about flows and challenges they are facing. Mr. De Lilla answered there is no SMAP;
for Lake Ballinger. Council could add a requirement for a basin analysis for Lake Ballinger as part of the
stormwater comprehensive plan. The current stormwater comprehensive plan is the industry standard so E
additional requests would need to be identified.
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Councilmember Nand commented a high priority item that generated a lot of interest from the community
at public workshops was rainwater gardens and de -pavement. She asked the capacity of rain gardens to be
community gardens to grow fruits and vegetables and/or pollinator gardens and be a source of community
involvement. Mr. De Lilla answered there is potential for community involvement; there is an annual
tour. The City is building another ten rain gardens in the Perrinville Basin via the City's alliance with the
Snohomish County Conservation District. He was not aware of people trying to grow vegetable in rain
gardens and did not think it would be a good idea as they are intended to treat pollutants, but flowers can
be planted in rain gardens. There has been community engagement associated with building raingardens
and he anticipated that could be expanded.
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March 21, 2023
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Councilmember Chen viewed raingarden as a wonderful partnership between homeowners and the City.
The homeowner bears the majority of the cost and the City provides education and assistance. He asked
about resources the City can make available to homeowners. Mr. De Lilla referred to the events at the
hatchery in May where the City has a booth. Snohomish County also has a rain garden manual that is
available online and well as information on water conservation, plant choices, microclimates, soil
amendments, etc. There is also a lot of information available from King County and Seattle. There are
also plans to have a booth at the Civic Park grant opening.
Councilmember Buckshnis advised for those who have questions about Perrinville, the PPW Committee
had a robust discussion at their March 14 meeting. Another source of information about Lake Ballinger
watershed is the Lake Ballinger Forum meetings minutes.
Mr. DeLilla relayed the City was contacted by Stream Keepers who is planning to install ten rain gardens
in Lynnwood later this year. Lynnwood uses Stream Keepers; Edmonds has used Snohomish County
Conservation Corp.
Councilmember Paine pointed out the stormwater code update included more aggressive retention rules to
account for 50-100 year events. She wanted to ensure that projects were built for the future due to
unknows. She was glad to hear that Lynnwood was adopting a similar code. She anticipated supporting
this program with federal funds which may be rationale for a federal grants manager.
COUNCIL PRESIDENT TIBBOTT MOVED, SECONDED BY COUNCILMEMBER TEITZEL,
TO APPROVE THE PERRINVILLE CREEK STORMWATER MANAGEMENT ACTION PLAN.
MOTION CARRIED UNANIMOUSLY.
Mayor Nelson declared a brief recess.
3. POTENTIAL PARKLAND ACQUISITION - SOUTHWEST OF SR 104
Parks, Recreation & Human Services Director Angie Feser advised no council action was needed; this is
purely an update. Acquisition of this potential property would be at the council's discretion and requires
council approval. She reviewed:
• Property Info
o Property Owner: Hurst Trust
o Address = 9302-9306 232nd St SW
0 2 parcels = 1.09 acres
o Zoned RS-8 = 5 new houses
o Property contains two vacated houses, garage and outbuildings, no tenants
o Relatively flat
o Asking price: $1.3M
• Property/Intent
o Conservation
o Retain trees
■ Contains dense canopy coverage, several large conifers and a few fruit trees
o Neighborhood park
o Passive use
Park System Needs
o 2022 (PROS) Plan
■ Goal #3 - Parks, Trails & Open Space objectives #3.1 and 3.2
■ Goal #5 - Natural Resource & Habitat Conservation objectives #5.1, 5.3, 5.4 and 5.5
■ Recommendation #1 - Acquisitions to Fill Park System Gaps
■ Recommendation #2 - Open Space and Conservation Acquisitions
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■ Six -Year Capital Facilities Program
o Travelsheds
■ 1/4 mile walk
■ %2 mile walk (10 minutes)
■ Both city and non -city parks
■ Map 6: Travelsheds — PROS Plan
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Edmonds Demographics
■ Area is 2nd lowest category of household income (below $65,000)
■ Similar demographics as Highwa 99
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• Potential Grant Funding — Passive Park
o Snohomish County Conservation Futures (CFT) Program
■ Annual
■ No waiver of retroactivity currently
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- Cannot purchase property before enter grant process. If purchase successful, would
close before grant process complete
- Invited to talk to funding board about exception and board considering waiver of
retroactivity
o Recreation & Conservation Office (RCO)
■ Local Parks (State)
■ Land, Water and Conservation Funds (LWCF) Federal
■ 2024 Application (Waiver of Retroactivity must be complete 60 days before closing)
o Grant funding can include conditions.
■ Both CFT and RCO would preserve as passive park.
■ For example, CFT does not allow more than 10% impervious surface in parks purchased
with the funds
• Timeline
o Late January On the market/notification by Longbay
o Feb 8 Letter of intent executed*
o Feb 27 Purchase & Sale Agreement executed*
75 days to complete appraisal, council review and approval and property
closing
o Feb 28 Escrow
o Mar 1 Appraisal (NTP)
o Mar 2 (Th) Snohomish County contact (no waiver of retroactivity)
o Mar 6 (Mon) Council notified and briefed, Snohomish County CFT Funding Board Request
o Mar 7 Phase 1 ESA (NTP)
o Mar 13 ALTA Survey (NTP)
*with contingencies including council approval
Next Steps
o Appraisal completed: Due mid -May
o Council approval consideration: 30 days
o Closing: +30 days
o Securing of site
■ Removal of personal belongings
■ Vegetation management
■ Secure the houses
Councilmember Buckshnis recalled in the past decade, council was always brought into transactions like
this at the beginning; for example in January for this property. Now the administration has spent a
tremendous number of hours and money as well as utilized brokers to negotiate on behalf of the City prior
to the council being aware. She recalled City Attorney Jeff Taraday stated this was not an executive
session or Open Public Meetings Act (OPMA) issue and asked him to explain that for citizens. Mr.
Taraday explained OPMA does not require property acquisition be brought to the council in executive
session first; it is allowed under certain circumstances. There are two thresholds for considering whether
property acquisition to council in executive session, first, whether it meets the legal test for executive
session. The legal test is public knowledge of consideration the property would lead to an increased price.
In this instance, because the property owner was willing to enter into an agreement subject to council
contingency, the City was able to bind the owner while still preserving the council's flexibility to decide
whether to acquire the property. So there was no risk of increased price by having the discussion in
public. Different administrations may have handled this differently. In the past acquisitions for which the
City was not under contract, property was brought to council to inquire about interest in getting under
contract. That has been done in the past on a few occasions, but it is not a requirement.
Councilmember Buckshnis pointed out the mayor's contracting limit is $100,000 and this is $1.3M. She
noted Mr. Taraday helped negotiate this without council approval or providing information to council.
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She questioned why the council was not informed when negotiations began when it was clearly over the
mayor's contracting limit. Mr. Taraday answered he drafted very clear language in the Purchase and Sale
Agreement that preserves council authority to approve or not approve this transaction. In no way has the
council's authority to approve or not approve the transaction been infringed upon.
Councilmember Buckshnis commented the council has not seen any of that information. Mr. Taraday
explained this is an informational presentation; when the administration is ready to ask for the council's
consent to proceed with the transaction, all the documentation will be provided to council including the
language he drafted that preserved the council's authority to approve or not approve the transaction.
Councilmember Buckshnis reiterated the amount exceeds the mayor's $100,000 contracting limit and
expressed concern Mr. Taraday had help negotiate a transaction that is over that limit when it should have
come to council first. Mr. Taraday answered there is no deal without the council's consent. The actions
taken put the City into an advantageous negotiating position, committing the seller without committing
the council. The council still has all the choices it has ever had, and the seller is committed. The council is o
in a better position now than it ordinarily would be if staff had asked council in executive session about `m
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pursuing the purchase of a property. N
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Councilmember Buckshnis commented on the $1.3M cost and anticipated cleanup would be very c°
expensive. The council has a fiscal responsibility and should have been notified in January before all this
happened. She summarized it is a lot money being negotiated without council review, understanding or 3
approval.
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Councilmember Nand relayed her understanding that the mayor and the administration have not exceeded
their contractual limits as the deal has not closed; this is just a proposal that is presented to council. Via
the 2023 budget process, the PROS Plan and CIP/CFP, the council directed Parks & Recreation to acquire
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more parkland especially in underserved areas which southeast Edmonds definitely qualifies as. She did
not believe the mayor, administration or Ms. Feser had not acted inappropriately in bringing this to
council and using an expeditious process to preserve the City's advantageous bargaining position. She
referenced the CFT and RCO grant restrictions related to passive parks and asked if elements of the o
75-
existing building that presumably have existing concrete pads could be used for amenities/facilities >
without violating the passive park restrictions on grant funds. Ms. Feser answered the restrictions do not °
consider existing impervious surface; the rule is the site cannot have more than 10% impervious surface. Q
She anticipated the homes and foundations would be demolished and restored to a natural area.
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Councilmember Paine commented this is a very interesting proposition. She appreciated having a real M
estate consultant who looks for property. This is the reason an open space acquisition program was w
formed; it allows the City to compete fairly with very interested developers. She thanked Ms. Feser for L;
researching the grants and hoped they would be successful. This is a neighborhood with no parks and is
close to Madrona School. Ms. Feser advised the adopted PROS Plan and CIP/CFP allocated $1.3 million E
for land acquisition in 2023.
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In addition to thanking staff who has been working on this, Councilmember Olson thanked the estate for
giving the City an opportunity to consider this contract. She asked about the accessibility of this parcel by
pedestrians, wheelchairs, bicycle, strollers, etc. Ms. Feser said she has not researched sidewalks in the
area. There are no sidewalks in front of the parcel, but it is not far from SR 104. She displayed a map of
the site, identifying SR 104 and 232" d, higher density housing, and a new pedestrian crossing on SR 104,
commenting the neighborhood is walkable to the site via at least a paved road.
Councilmember Olson commented on materials to make trails useable for wheeled methods of
transportation. Ms. Feser explained a majority of site is flat at the edge of street so an ADA accessible
path could easily be developed through the site.
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8.1.a
Councilmember Teitzel was pleased this will be a passive use park and that the tree canopy would be
preserved. He asked if the terms of sale identified any unforeseen pollution on the site that needed to be
cleaned up and if there were any protection for the City against that eventuality. Ms. Feser answered the
intent of the ESA Phase 1 study is to determine whether there any environmental concerns within site.
With the age of the houses and the past uses, typically the only thing is old fuel tanks; there is no evidence
of that yet. The houses were built in 1936 and 1956; there has not been any other development on the site.
Councilmember Chen thanked Ms. Feser for her work, noting the location is strategically important. The
City is in the process of entering into an interlocal agreement with Mountlake Terrace to use Mountlake
Terrace Park. This location fulfills a need for this neighborhood. Like Councilmember Buckshnis
mentioned, the City entered into a Purchase & Sale Agreement before the council was informed about the
acquisition. Ms. Feser said the Purchase & Sale Agreement contains contingencies, one of which is
council approval of the purchase. If the council does not approve the purchase and acquisition of the site,
the Purchase & Sale Agreement is null and void. There is no commitment until all the contingencies in
the Purchase & Sale Agreement are met. Mr. Taraday agreed with Ms. Feser's explanation; the City is not
obligated to purchase the property until the council says yes. Councilmember Chen said he was pleased
with the speedy actions that were taken.
Councilmember Buckshnis asked about the estimated cost to demolish the houses and if the estimate
would be included with the information regarding the property acquisition. That information has been
provided in the past and cleanup is the reason Perrinville Woods was not done a few years ago. Ms. Feser
advised there have been preliminary discussions with the seller and they are open to negotiating the cost
of the cleanup.
Councilmember Nand asked about the amount potentially available from the CFT and RCO grants. Ms.
Feser answered she asked for half of the purchase price from CFT and they did not blink; they are very
excited about the property for a number of reasons. The RCO grants are up to $500,000 each. There is a
possibility that a significant amount of the purchase price could be covered by grants and there is a lot
about the property that makes it eligible for grants. Councilmember Nand thanked Ms. Feser for
following up on the strict timelines.
4. LONGBAY ENTERPRISES CONTRACT AMENDMENT NO. 5
Parks, Recreation & Human Services Director Angie Feser advised this was presented to the PPW N
Committee last week who asked it be presented to full council. The presentation/packet includes N
additional information to address questions and requests for information. The City has been using W
Longbay Enterprises, a real estate consultant, since January 2021 to help with parkland acquisition.;
Parkland acquisition is a council priority and a directive from the mayor. Longbay has enabled the City to
do more than she could do on her own and they have a lot of skill and technical knowledge. It is a local E
business located in Edmonds. A lot of other jurisdictions use Longbay including Lynnwood. She
reviewed the Longbay Enterprises PSA: a
• Services provided
o Direct consulting services
■ Searching for properties
■ Soliciting bids for contracted services
■ Acquisition documents
■ Working with land owners
o Contracted/sub-consultant services
■ Appraisals
■ Appraisal reviews
■ Appraisal responses
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8.1.a
■ Site analysis
■ Surveys*
■ Title reports
■ Misc - forest consulting, etc.
o Expenditures
■ Consultant services $26,958 (29%)
■ Subconsultant $65,171 (71%)
■ Total $92,129
• Parkland Acquisition Program
o Acquisition Process
■ Confidentiality
■ 2021 executive session
- Johnson donation
- Perrinville Woods
- Unocal
- Main Street/Shell Creek
- 3-acre parcel/Highway 99
■ 2022 council presentations
- (2) donations
- SW County Park
- Esperance Park
- Perrinville Woods
- Unocal
- Main Street/Shell Creek
- Highway 99 parcels
o Council Acquisition
■ Updates
• Expenditures by Dronerty
Property
Expenditure
%
Johnson Donation
$9,066
9%
Main Street
$6,851
7%
Perrinville Woods
$12,321
13%
SW SR 104*
$3,320
3%
Maint Property
$569
1%
Donations/Misc Property Research
$5,063
5%
Shell Creek/RCO Non -Compliance
$8,581
9%
General Admin
$2,859
3%
Property #21-01*
$47,689
50%
Total
$96,319
*active/current
• Longbay Enterprise Professional Services Agreement
Professional Services Agreement (PSA)
1/25/21
$15,000
Amendment 1
7/30/21
$30,000
$45,000
Amendment 2
1/3/22
45,000
$90,000
Amendment 3 - hourly rate increase
3/21/22
--
--
Amendment 4 - deadline extension
12/9/22
1 --
I --
Amendment 5
1 $60,000
1 $150,000
Council President Tibbott clarified the request was spending authority for the additional $60,000 for a
total of $150,000. Ms. Feser agreed.
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COUNCIL PRESIDENT TIBBOTT MOVED, SECONDED BY COUNCILMEMBER PAINE, TO
APPROVE PROFESSIONAL SERVICES AGREEMENT AMENDMENT #5 TO INCREASE
THAT CONTRACT TO A TOTAL OF $150,000.
Council President Tibbott commented Longbay seemed to be a good source for identifying property and
an entire checklist of useful services. For example, the Johnson property moved forward due to the
availability of this full service organization. It is a good use of funds and helps maximize Ms. Feser's
time. He was very supportive of the PSA. Ms. Feser commented the PSA also eliminates the need for a
broker and broker fees when closing on a property, fees that add up quickly on a $1 million property.
Councilmember Buckshnis thanked Ms. Feser for her expanded presentation that answered the questions
she asked at the PPW Committee. She asked how $60,000 for the amendment was determined. Ms. Feser
answered knowing what's coming up; a potential acquisition will require a lot of Longbay's time. This
will extend the contract for a couple years to avoid numerous amendments. The 2024 and 2025 Parks
capital program lists two more acquisitions per the PROS Plan. There are also donation opportunities that
come to the City. Once the public learns about property donations, people think about that as part of estate
planning and may approach the City which takes a lot of conversation, time and work. Councilmember
Buckshnis asked if the contract was open ended. Ms. Feser answered the existing contract is through the
end of 2023; another amendment will be required to extend it to 2024.
COUNCILMEMBER PAINE MOVED, SECONDED BY COUNCILMEMBER NAND, TO
EXTEND TO 10:10. MOTION CARRIED UNANIMOUSLY.
UPON ROLL CALL, MOTION CARRIED (6-1), COUNCILMEMBERS TEITZEL, CHEN,
OLSON, PAINE, AND NAND AND COUNCIL PRESIDENT TIBBOTT VOTING YES;
COUNCILMEMBER BUCKSHNIS VOTING NO.
10. MAYOR'S COMMENTS
Mayor Nelson recalled during the presentation on the CAP there was reference to the recent International 0:
Panel on Climate Change (IPCC) report that just came out. He provided news media headlines regarding °
that report: o
• CNN: The climate time bomb is ticking, the world is running out of time to avoid catastrophe. a
• Wall Street Journal: Time is running out to cure climate change IPCC report says. Q
• NBC: Now or never. One of the biggest climate reports shows time is running out. M
• USA Today: Humanity's on thin ice major UN report says. Urgent action is needed to combat r
climate change. c
• The Guardian: Scientists deliver final warning on climate crisis. Act now or it's too late. w
• Washington Post: The world is on the brink of catastrophe UN climate report says, but it does not c
mean we are doomed if swift action is taken. E
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Mayor Nelson thanked the city council repeatedly for exercising leadership and taking action to move the
CAP forward. The council is not only helping residents but also residents' children and their children's a
children.
11. COUNCIL COMMENTS
Councilmember Olson announced the Edmonds School District Foundation is having their primary
fundraiser on Friday, March 24 at 7 a.m. at Community Life Center on Scriber Lake Blvd. The public can
register to attend or support the foundation and its important work on their website FoundationESD.org.
She announced the Waterfront Center fundraiser on Friday, March 31 at 8:30 a.m.
Edmonds City Council Draft Minutes
March 21, 2023
Page 27
Packet Pg. 62
8.1.a
Councilmember Buckshnis announced her appointment of Nicole Hughes to the Economic Development
Commission. Ms. Hughes has been on the EDC for two terms and has done a great job. She reported on
the town hall meeting on March 315t, relaying a new crisis hotline, accessible by dialing 988, was
developed to help with behavioral crises or provide an opportunity to talk about mental health issues. She
announced the Perrinville Watershed was added to the WRIA 8 priority list which means there are grant
opportunities on the horizon for Perrinville.
Councilmember Chen advised he planned to attend the two breakfast fundraising events. He gave a shout
out to City Clerk Scott Passey and his team for their diligence and dedication for keeping meetings on
track and ensuring records are accurate.
Council President Tibbott commented the addition of Perrinville Watershed to WRIA 8's priority list was
good news, noting go after funding for Perrinville was one of the council priorities for first quarter 2023.
Council President Tibbott reported on a regional drug task force presentation hosted by the Snohomish
County Sheriff's Office that was attended by approximately 200 mayors and councilmembers, Snohomish
County councilmembers, and law enforcement from around the region. The keynote speaker was Sam
Quinones, an authority on drug trafficking in the United States. His first book was about the opioid crisis
and his second book centers on manufactured drugs like fentanyl and a new one that is beginning to
appear in the Northwest, shutting down the drug trade and removing barriers for treatment. He relayed an
interesting statistic related to drug overdoses; there were more drug deaths in 2021 than deaths by gun
violence and car accidents combined. Synthetic drugs are a very serious problem; the presentation did not
include a lot of solutions. Some older industrial cities where factories have been shut down and jobs lost
are seeing improvement via microeconomic business improvements that bring hope and stability to those
communities. Manufactured drugs have increased the urgency to pursue people involved in trafficking
and manufacturing. Sam Quinones' books are available in the library.
Councilmember Nand announced the Edmonds Rotary Club is offering an Easter event at the Frances
Anderson Center on April 8 at 10 a.m. for children aged 3-10, an appropriate way to celebrate the Easter
holiday. She discouraged the public from celebrating Easter in an inappropriate way by purchasing baby o
chicks and bunnies as gifts, sometimes even dying them. A local animal rescue recently rescued a chicken
that someone dyed that eventually died as a result of the dye's toxic fumes. She and other animal rescuers a
in the area dread Easter because people will often drop off bunnies or chicks in a wooded area, thinking Q
rabbits and chickens have survival instincts when in reality it is no different than dropping off a dog, cat
or child in the forest and wishing them good luck; animals have no idea how to find shelter, protect N
themselves from predators or find water. M
0
w
Councilmember Teitzel reported he attended the kudos hearing at the Edmonds Municipal Court along;
with Councilmember Olson and Council President Tibbott. The purpose was to celebrate people who
have been involved in the local court system and had good outcomes. A big part of the good outcome is E
the great work done by the probation officers. The event included testimonials from six people about their CU
good outcomes since being involved with the court. a
Councilmember Paine thanked the council for approving the CAP which is super important for the City's
future as well as the SMAP, looking to the future, and providing better protection for the environment and
walkability for parks. She was very impressed with staff, feeling they knocked it out of the park tonight,
related to park acquisition, protecting Perrinville Creek, and cooperating with Lynnwood on the SMAP.
She expressed appreciation for council and staff s work.
12 ADJOURN
With no further business, the council meeting was adjourned at 10:10 p.m.
Edmonds City Council Draft Minutes
March 21, 2023
Page 28
Packet Pg. 63
8.2
City Council Agenda Item
Meeting Date: 03/28/2023
Approval of claim checks and wire payment.
Staff Lead: Dave Turley
Department: Administrative Services
Preparer: Nori Jacobson
Background/History
Approval of claim checks #256745 through #256858 dated March 23, 2023 for $1,147,592.17 and wire
payments of $16,765.26 & $24,584.46.
Staff Recommendation
Approval of claim checks and wire payments.
Narrative
In accordance with the State statutes, City payments must be approved by the City Council. Ordinance
#2896 delegates this approval to the Council President who reviews and recommends either approval or
non -approval of payments.
Attachments:
claim checks 03-16-23 agenda
Packet Pg. 64
apPosPay
311612023 12:38:12PM
Positive Pay Listing
City of Edmonds
8.2.a
Page: 1
Document group:
jacobson
Vendor Code & Name
Check #
Check Date
Amount
041695
3M XAM3522
256635
311612023
1,821.92
076040
911 SUPPLY INC
256636
3116l2023
7,975.92
069798
A.M. LEONARD INC
256637
3/16/2023
1,003.12
065052
AARD PEST CONTROL
256638
3116l2023
246.42
000135
ABSCO ALARMS INC
256639
3/16/2023
3,087.03
064088
ADT COMMERCIAL
256640
3/16l2023
233.33
069156
ADVISARTS INC
256641
3/1612023
2,362.50
000850
ALDERWOOD WATER DISTRICT
256642
3116l2023
138,444.80
001528
AM TEST INC
256643
3116l2023
470.00
069751
ARAMARK UNIFORM SERVICES
256644
3/16/2023
419.33
079111
ASHPAUGH & SCULCO CPAS PLC
256645
3/16/2023
2,625.00
064341
AT&T MOBILITY
256646
3/16l2023
1,011.03
070305
AUTOMATIC FUNDS TRANSFER
256647
3/1612023
3,420.14
001801
AUTOMATIC WILBERT VAULT CO
256648
3/1612023
962.00
065007
BADEN SPORTS INC
256649
3/16/2023
8,360.74
078176
BCC DIRECTORIES LLC
256650
3/16/2023
645.00
079235
BEST TREE SERVICE NW INC
256651
3116l2023
2,431.00
028050
BILL PIERRE FORD INC
256652
3/16/2023
347.55
074307
BLUE STAR GAS
256653
3/16l2023
1,064.82
073760
BLUELINE GROUP LLC
256654
3/1612023
7,577.50
079232
BMW OF LYNNWOOD
256655
3116l2023
125.00
002800
BRAKE & CLUTCH SUPPLY
256656
3/16/2023
803.15
073029
CANON FINANCIAL SERVICES
256657
3116l2023
520.36
069813
CDW GOVERNMENT INC
256658
3/16/2023
976.74
003510
CENTRAL WELDING SUPPLY
256659
3/16l2023
589.68
063902
CITY OFEVERETT
256660
3/1612023
2,197.80
035160
CITY OF SEATTLE
256661
3116l2023
25.62
070323
COMCAST BUSINESS
256662
3116l2023
205.43
076107
COMPASS HEALTH
256663
3/16/2023
9,360.03
079198
COSTAR REALTY INFORMATION INC
256664
3/16/2023
475.15
075648
COVICH-WILLIAMS CO INC
256665
3/16l2023
18.73
006200
DAILY JOURNAL OF COMMERCE
256666
3/1612023
566.40
073823
DAVI❑ EVANS & ASSOC INC
256667
3/1612023
9,791.57
006626
DEPT OF ECOLOGY
256668
3/16/2023
29,585.52
006626
DEPT OF ECOLOGY
256669
3/16/2023
67.00
072885
DICK'S TOWING INC
256670
3/16/2023
280.67
078332
DOCUSIGN INC LOCKBOX
256671
3/16/2023
4,269.72
071969
EDMONDS CENTER FOR THE ARTS
256672
3/16l2023
50,000.00
076610
EDMONDS HERO HARDWARE
256673
3116l2023
928.93
069912
EDMONDS PUBLIC FACILITIES DIST
256674
3116l2023
400.00
008705
EDMONDS WATER DIVISION
256675
3/16/2023
117.26
008812
ELECTRONIC BUSINESS MACHINES
256676
3116l2023
800.29
079174
ETHEREAL SOUND & WELLNESS
256677
3/16/2023
686.00
009350
EVERETT DAILY HERALD
256678
3/16l2023
209.84
009615
FERGUSON ENTERPRISES INC
256679
3/1612023
61.02
074358
GEO-TEST SERVICES
256680
3/1612023
1,909.80
012199
GRAINGER
256681
3116l2023
246.24
072647
HERRERAENVIRONMENTAL
256682
3/16/2023
624.51
074966
HIATT CON SU LTI NG LLC
256683
3/16/2023
1,169.40
078923
HKA GLOBAL INC
256684
3/16/2023
14,145.00
076240
HM PACIFIC NORTHWEST INC
256685
3/16/2023
1,043.27
061013
HONEY BUCKET
256686
3116l2023
1,050.99
071642
HOUGH BECK & BAIRD INC
256687
3116l2023
13,756.10
Page: 1
Packet Pg. 65
8.2.a
apPosPay Positive Pay Listing
311612023 12:38:12PM City of Edmonds
Document group:
jacobson
Vendor Code
& Name
Check #
Check Date
Amount
075966
HULBERT, CARRIE
256688
3/16/2023
2,766.67
076488
HULBERT, MATTHEW STIEG
256689
3116l2023
600.00
073548
INDOFF INCORPORATED
256690
3/16/2023
1,189.16
014940
INTERSTATE BATTERY SYSTEMS
256691
3116l2023
569.82
076917
JACOBS ENGINEERING GROUP INC
256692
3/16/2023
3,056.25
070576
JB ASPHALT PAVING
256693
3/16l2023
237.50
072650
KCDA PURCHASING COOPERATIVE
256694
3116l2023
289.50
079069
KISHAPOST
256695
3116l2023
2,555.00
078946
KITCHENS, KYLEE
256696
3/16/2023
23.40
075016
LEMAY MOBILE SHREDDING
256697
3116l2023
12.27
074848
LONG BAY ENTERPRISES INC
256698
3/16/2023
4,452.00
020900
MILLERS EQUIP & RENTALL INC
256699
3/16/2023
1,714.74
076264
MONO ROOFTOP SOLUTIONS
256700
3/16/2023
1,381.25
021983
MOTOR TRUCKS INT'L & IDEALEASE
256701
3116l2023
227.29
018950
NAPAAUTO PARTS
256702
3116l2023
90.65
067834
NATIONAL CONSTRUCTION RENTALS
256703
3/16/2023
39.78
024302
NELSON PETROLEUM
256704
3/16/2023
290.51
067868
NW TANK & ENVIRONMENTAL
256705
3/16l2023
445.00
072739
O'REILLYAUTO PARTS
256707
3/1612023
191.07
070166
OFFICE OF THE STATE TREASURER
256706
3/1612023
14,606.44
078127
OWENS PUMP & EQUIPMENT
256708
3116l2023
3,612.73
072507
PEACE OF MIND OFFICE SUPPORT
256709
3/16/2023
288.00
078800
POPA & ASSOCIATES
256710
3/16/2023
600.00
029117
PORT OF EDMONDS
256711
3/16/2023
4,853.97
071594
PROFORCE LAW ENFORCEMENT
256712
3/16/2023
1,000.48
066786
RELIABLE SECURITY SOUND & DATA
256713
3/16/2023
1,018.30
061540
REPUBLIC SERVICES #197
256714
3116l2023
1,735.16
068657
ROBERT HALF
256715
3/16/2023
4,504.83
064769
ROMAINE ELECTRIC
256716
3116l2023
104.28
076328
SCJ ALLIANCE
256717
3/16/2023
29,024.52
066964
SEATTLE AUTOMOTIVE DIST INC
256718
3/16l2023
274.38
063306
SHERWIN-WILLIAMS
256719
3116l2023
204.81
037375
SNO CO PUD NO 1
256720
3116l2023
2,110.02
037521
SNO CO TREASURER
256721
3/16/2023
462.83
006630
SNOHOMISH COUNTY
256722
3/16/2023
1,002.00
076433
SNOHOMISH COUNTY 911
256723
3/16/2023
79,997.25
070167
SNOHOMISH COUNTY TREASURER
256724
3/16l2023
185.47
038300
SOUND DISPOSAL CO
256725
3/1612023
2,940.04
038410
SOUND SAFETY PRODUCTS
256726
3116l2023
2,344.39
039775
STATE AUDITOR'S OFFICE
256727
3116l2023
5,700.45
040917
TACOMA SCREW PRODUCTS INC
256728
3/16/2023
24.36
027269
THE PART WORKS INC
256729
3/16/2023
8,041.91
072649
THE WIDE FORMAT COMPANY
256730
3/16/2023
392.28
075138
THREATTRACK SECURITY INC
256731
3/16/2023
7,098.52
068141
TRANSPO GROUP
256732
3/16/2023
6,642.39
070774
ULINE INC
256733
3116l2023
685.81
064423
USA BLUE BOOK
256734
3/16/2023
85.03
044960
UTILITIES UNDERGROUND LOC CTR
256735
3116l2023
220.59
067865
VERIZON WIRELESS
256736
3/16/2023
27.23
067216
VIKING AUTOMATIC SPRINKLER CO
256737
3/16l2023
653.67
067195
WASHINGTON TREE EXPERTS
256738
3116l2023
928.20
045912
WASPC
256739
3116l2023
75.00
075635
WCP SOLUTIONS
256740
3/16/2023
4,937.81
075926
WESTERN EXTERMINATOR
256741
3116l2023
140.28
Page: 2
Packet Pg. 66
8.2.a
apPosPay Positive Pay Listing
311612023 12:38:12PM City of Edmonds
Document group: jacobson
Vendor Code & Name
077286 WSPUSA INC
011900 ZIPLY FIBER
051282 ZUMAR INDUSTRIES INC
Check 9
Check Date
Amount
256742
3/16/2023
76,765.25
256743
3116l2023
845.49
256744
3/16/2023
338.58
GrandTotal:
616,120.98
Total count:
110
Page: 3
Packet Pg. 67
8.3
City Council Agenda Item
Meeting Date: 03/28/2023
Ordinance Amending ECC 2.35.040 - Management Leave
Staff Lead: Emily Wagener
Department: Human Resources
Preparer: Emily Wagener
Background
The City provides Management Leave banks to exempt employees who are not eligible for
compensatory time as a way to remain competitive and encourage a positive work -life balance for these
employees. The positions that qualify for Management Leave are Director level and Division Manager
level positions. On 11/22/2022, as part of the Non Represented budget discussion, City Council
approved increasing Management Leave banks from 24 hours per year to 80 hours per year, effective
1/1/2023.
Recommendation
Approve the attached Ordinance to Amend ECC 2.35.040 and City Policy 8.20 revision on the Consent
Agenda.
Narrative
This request is meant to formally update City Policy and City Code with the previously approved increase
in Management Leave bank hours.
An Ordinance to update Edmonds City Code 2.35.040 and a proposed revision to the Personnel Policies
sec. 8.20 are attached.
Attachments:
DRAFT Ordinance Amending ECC 2.35.040 - Management Leave 3.21.2023
City Policy 8.20 Management Leave rev 23-03
Packet Pg. 68
8.3.a
M 9 111`/]Ll[a1 D►[Ia
AN ORDINANCE OF THE CITY OF EDMONDS, WASHINGTON,
AMENDING CHAPTER 2.35 (VACATION AND SICK LEAVE) OF
THE EDMONDS CITY CODE TO UPDATE THE PROVISIONS
RELATING TO MANAGEMENT LEAVE; PROVIDING FOR
SEVERABILITY; AND SETTING AN EFFECTIVE DATE.
WHEREAS, Chapter 2.35 (Vacation and Sick Leave) of the Edmonds City Code sets
forth the vacation and sick leave available to city employees; and
WHEREAS, last revised in 2013, ECC 2.35.040 provides for 24 hours of management
leave annually for nonrepresented employees who are ineligible for compensatory time; and
WHEREAS, the City Council has determined that an increase in management leave
to 80 hours annually for such employees is in the best interests of the City;
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF EDMONDS,
WASHINGTON, DO ORDAIN AS FOLLOWS:
Section 1. Amendment. ECC 2.35.040, subsection F, is hereby amended to read as follows
(deleted text shown in str-ik�g h and new text shown in underline):
2.35.040 Compensating time.
F. To be more competitive in the marketplace, the city will provide nonrepresented
employees who are ineligible for compensatory time with 24 80 hours of management
leave annually. Management leave will have no cash -out value and will not be carried over
at the end of the calendar year.
Section 2. Severability. If any section, sentence, clause or phrase of this ordinance should be
held to be invalid or unconstitutional by a court of competent jurisdiction, such invalidity or
unconstitutionality shall not affect the validity or constitutionality of any other section, sentence, clause
or phrase of this ordinance.
Section 3. Effective Date. This ordinance, being an exercise of a power specifically delegated
to the City legislative body, is not subject to referendum, and shall take effect five (5) days after
passage and publication of an approved summary thereof consisting of the title.
Packet Pg. 69
8.3.a
APPROVED:
MAYOR MIKE NELSON
ATTEST/AUTHENTICATED:
CITY CLERK, SCOTT PASSEY
APPROVED AS TO FORM:
OFFICE OF THE CITY ATTORNEY:
Im
JEFF TARADAY
FILED WITH THE CITY CLERK:
PASSED BY THE CITY COUNCIL:
PUBLISHED:
EFFECTIVE DATE:
ORDINANCE NO.
Packet Pg. 70
8.3.a
Ordinance No.
as follows:
On the
SUMMARY OF ORDINANCE NO.
of the City of Edmonds, Washington
day of 2023, the City Council of the City of Edmonds, passed
_. A summary of the content of said ordinance, consisting of the title, provides
AN ORDINANCE OF THE CITY OF EDMONDS, WASHINGTON,
AMENDING CHAPTER 2.35 (VACATION AND SICK LEAVE) OF THE
EDMONDS CITY CODE TO UPDATE THE PROVISIONS RELATING
TO MANAGEMENT LEAVE; PROVIDING FOR SEVERABILITY; AND
SETTING AN EFFECTIVE DATE.
The full text of this Ordinance will be mailed upon request.
DATED this day of
2023.
CITY CLERK, SCOTT PASSEY
Packet Pg. 71
8.3.b
City of Edmonds Personnel Policies
8.20 Management Leave Revision 23-03
8.20 MANAGEMENT LEAVE
To be more competitive in the market place, the City will provide non -represented employees who
are ineligible for compensatory time with " hours of Management Leave annually.
Management Leave will have no cash -out value and will not be carried over at the end of the
calendar year.
Packet Pg. 72
9.1
City Council Agenda Item
Meeting Date: 03/28/2023
Highway 99 Revitalization Project Update
Staff Lead: Rob English
Department: Engineering
Preparer: Rob English
Background/History
On October 11, 2022 professional services agreements with SCJ for Highway 99 Stages 3 & 4 were
presented to the Parks and Public Works Committee and it was forwarded to full council.
On October 25, 2022 professional services agreements with SCJ for Highway 99 Stages 3 & 4 were
presented to City Council.
On November 1, 2022 the professional services agreements with SCJ for Highway 99 Stages 3 & 4 were
approved by City Council.
Staff Recommendation
Review proposed design changes with City Council.
Narrative
WSDOT recently implemented new policy direction regarding incorporating the principles of complete
streets in the design and construction of projects on State Routes. The policy change is in response to
legislation (ESSB 5974) approved in 2022. The policy supports complete streets that provide access for
all users including pedestrians, bicyclists and public transportation users, on projects constructed on
State Highways.
The City's project team met with WSDOT in March to begin the coordination of design work on Stage 3
and 4 project improvements. WSDOT provided new guidance on how to improve access for bicyclists on
Highway 99 by adjusting previous standards for the shy distance adjacent to the new center median and
the lane width for the Business Access Transit (BAT) lane. These changes, plus reducing the proposed 6
ft. planter strip to 4.5 ft, provides space for a bike path adjacent to the proposed 7 ft. sidewalk.
The City's design team also completed more traffic modeling of the future conditions at the 2201" St.
intersection. The previous plan called for the addition of a westbound right turn lane. Based on the
modeling, the delay at the intersection can be improved by changing the westbound approach to
provide two left -turn lanes, one thru lane and one combination thru/right turn lane. Refer to option 2
on slide 6 of the presentation.
Staff is also working with the design team on possible options to accommodate bicyclists on 238th St.
west of Highway 99. Two preliminary concepts have been developed and are shown on slide 8 of the
Packet Pg. 73
9.1
presentation. The 238th St. lane configuration will need to be modified to receive turning vehicles from
the two left turn lanes from northbound Highway 99.
Staff will provide a presentation on the proposed changes and recommendations related to WSDOT's
guidance for a bike path and the westbound approach at the 2201h St. intersection.
BACKGROUND:
The goal of the Highway 99 Revitalization project is to extend the successful transformation of Highway
99 in Shoreline through Edmonds from 244th St. SW to 210th St. SW. The construction of Stage 2 is
nearing completion with the addition of a raised landscaped center median from 244th St. SW to 210th
St. SW, a HAWK signal approximately 600' north of 234th St. SW, and a Gateway sign on both ends of
the project.
Due to the high cost of completing the transportation improvements along the corridor, the 2.25 mile
stretch was divided into 7 segments. Stage 3 is the segment from 244th St. SW to 238th St. SW. The
scope of this project includes capacity improvements at Hwy 99 at 238th St. SW (with addition of a left
turn lane for the northbound movement). Stage 4 is the segment from 224th St. SW to 220th St. SW.
The scope of this project includes capacity improvements at Hwy 99 at 220th St. SW (with addition of a
left turn lane for the northbound and southbound movements as well as right turn lane for the
westbound movement). Both projects also include the addition of planter strip on both sides of the
street, new sidewalk, new street/pedestrian lighting, better stormwater management, targeted utility
replacements (water/sewer), potential undergrounding of overhead utilities, and softscape treatments
along Highway 99.
Attachments:
Highway 99 Presentation
Packet Pg. 74
�� pIF EDA/I
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Inc. 1890
Highway 99 Gateway- Revitalization Project
Stages 3 and 4
City Council Meeting
March 28, 2023
Presented by: SO & City of Edmonds
9.1.a
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Agenda
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♦ Project Introduction
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♦ Highway 99 Cross -Sections (as part of Stages 3 & 4)
♦ 220t" St. SW Cross section (as part of Stage 4)
♦ 238t" St. SW Cross Section (as part of Stage 3)
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♦ Outreach Plan
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Project Introductic
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Edmonds Original9 Median
Edmonds Proposed 9' Median
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Packet Pg. 78
220th WB Cross -Section Options
Edmonds Original 220th 4-Lane Option
Edmonds
Pon W_
Proposed 220th 4-Lane Option
50 Alliance I scjalliance.com 3/24/' 14
Packet Pg. 79
Comparison of 220th Options on LOS
OPTION 1 OPTION 2 OPTION 3
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220th St SW
220th St SW
220th St SW
Concepts Evaluated
Table 3. 2044 PM Peak Hour Level of Service
LOS (Intersection Approach Delay) Overall LOS & Delay
Northbound 5outhbound Eastbound Westbound LOS Delay(sec)
Option 1— 2044 Dual NB/SB
Lefts + WB Right (Baseline) F �$'�}
Option 2 — 2044 Added Dual
WB Lefts, No WB Right E (58.0)
(4-lane section)
Option 3 — 2044 Added WB D (41.2)
Right (5-lane section)
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E (68.7) F (107.6) F (99.2) F 86.7
D (47.1) F (101.9) F (115.6) E 70.0
C (34.5) F (115.4) F (100.1) E 58.4
6 I
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Packet Pg. 80
Stage 4: 220th WB Option 2, 4-Lanes m
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Edmonds 238th EB 5' Bike Lanes
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9.1.a
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Packet Pg. 84
9.1.a
Stages 3 & 4 Outreach Plan
♦ Each Stage has the Same, but Independent Public Involvement
Process
Property Owner Meetings (2 each after the 30% and 60%)
Public Open Houses (one after the 30%, 60%, 90%)
Parks & Public Works Committee then Council Meetings (after the 30%, 60%,
90%, at Ad, and as -needed) (before open houses)
Stakeholder Meetings (one during the 30%, 60%, 90%)
Artistic Committee Meetings (during entire project)
Regular Website Updates
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SO Alliance I scjalliance.com 3/24/2023 11
Packet Pg. 85
9.1.a
Staff Recommendations
U
U
Protected bike lanes on both sides of Hwy 99 (as part of Stages 3 & 4)
220t" St Intersection — Reconfigure westbound approach to provide:
- two left turn lanes
- one thru lane
-one combination thru/right turn lane
SO Alliance I scjallance.com 12
Packet Pg. 86
Packet Pg. 87
9.2
City Council Agenda Item
Meeting Date: 03/28/2023
Discussion of 2044 Population and Housing Growth Targets and HB 1220 Requirements
Staff Lead: David Levitan
Department: Planning Division
Preparer: David Levitan
Background/History
In February 2022, the Snohomish County Council approved Ordinance 22-003 (weblink attached), which
amended the Countywide Planning Policies (CPPs) for Snohomish County to establish and allocate initial
population and employment growth targets for 2044 (the periodic update planning horizon). The
countywide targets are based on state Office of Financial Management (OFM) projections and were
allocated to individual cities and unincorporated areas following a collaborative year -long process
through Snohomish County Tomorrow (SCT).
The city's initial 2044 population growth target was 55,966, a 13,113 person increase over the city's
2020 population. On a percentage basis, the city's anticipated growth over the next twenty years is
about half that of Lynnwood or Mountlake Terrace, as those cities have been allocated significantly
more growth due to their proximity to light rail, consistent with the Vision 2050 regional growth
concept.
The population targets have been incorporated into the "Housing Characteristics and Needs in
Snohomish County" report - otherwise known as the "HO-5 Report" - and translated into projected
housing unit needs for each jurisdiction. Table 4-1 on page 52 of the draft HO-5 Report (weblink
attached) shows that Edmonds was originally projected to need an additional 8,346 housing units by
they year 2044 to meet its housing needs.
OFM has updated their population projections since the draft HO-5 Report was issued in November
2022, and the city is now projected to need to provide 9,068 housing units by 2044. The average
household size in these new units is projected to be significantly lower than the city's current average of
2.29 people/household, based on demographic changes, the lack of buildable land for detached single-
family residences, and an increased demand on multi -family residential and middle housing
development.
As jurisdictions plan for their projected 2044 housing needs through their comprehensive plan periodic
updates, they must do so in a manner consistent with HB 1220, which was approved by the state
legislature in 2021. HB 1220 amended the Growth Management Act to require jurisdictions to project
housing needs for all economic segments of the population - including moderate, low, very low and
extremely low income households, based on area median income, or AMI - and to identify and allow for
different housing types to meet those housing needs.
Packet Pg. 88
9.2
Over the course of the last year, SCT has facilitated a HO-5 working group to discuss how to allocate the
housing units needs at different income levels to individual jurisdictions. Commerce developed two
alternatives for distributing countywide housing needs to cities and unincorporated areas. Method A
allocates the same shares of new housing growth through 2044 by income category to each jurisdiction,
so that each city is responsible for the same percentages at different income levels for just new housing
growth.
Method B allocates the same shares of total housing stock in 2044 by income category to all
jurisdictions, so that each city is responsible for the same percentages of their overall housing supply at
each income level, not just new growth. So, under Method B, a city such as Edmonds that has an existing
deficit of housing affordable at lower income levels would need to identify policies and strategies
through its Comprehensive Plan and implementing ordinances and programs that would help it address
this existing deficit. In the city's case, the majority of its projected housing needs would need to be
accommodated through housing units focused on these lower income levels, so that its overall housing
supply (not just new growth) matches projected housing needs across all income levels by 2044.
Because there was no consensus (or even a strong preference) among HO-5 working group members for
Method A or B, Snohomish County staff developed a hybrid Method C alternative modeled on work
completed by King County earlier in 2022. Method C is fairly similar to Method B, with adjustments
made to avoid the negative numbers generated by Method B, which result from a city's 2020 housing
supply already exceeding it projected 2044 needs at different income levels.
Narrative
On March 9, the HO-5 working group met and voted to recommend that the county move forward with
Method C. Representatives from Edmonds and several other cities abstained from the vote as they did
not feel they had proper direction to weigh in. The SCT PAC will now be tasked with forwarding a
recommendation to the SCT Steering Committee on the updated growth targets and proposed
allocation method, who will then forward on a recommendation to the County Council for adoption by
county ordinance.
Per the Draft Allocations by Income Levels for the City of Edmonds (attached), Method C would result in
the city planning for approximately 32% of its needed housing units at 0-30% AMI (including
permanently supportive housing, or PSH); 27% of its needed housing units at 30-50% AMI; 16% of its
needed housing units at 50-80% AMI; 22% of its needed housing units at 80-100% AMI; and 3% of its
needed housing units at 100% AMI or above. These are similar distributions to Method B ("Fair Share"
model) but significantly different than allocations under Method A ("New Growth" model), which
calculated about 41% of the city's needed housing units at 100% AMI or above. The city would not need
to guarantee that built housing units would be inhabited by residents at these income levels, but would
need to have goals and policies in place that would reduce barriers to achieving these results.
The city will be issuing a scoping notice under the State Environmental Policy Act (SEPA) and will be
required to analyze/assess several growth alternatives for meeting its population and employment
growth targets. Should Method C be adopted by the Snohomish County Council, a large majority of the
city's projected 2044 housing needs will need to be met through housing types that are generally more
affordable to lower income levels than the city's predominant existing supply of detached single-family
residences, in order to comply with HB 1220.
Packet Pg. 89
9.2
With or without the passage of current legislation such as HB 1110 (middle housing) and SB 5466
(transit -oriented development), multi -family residential development and middle housing will play a
critical factor in our ability to meet its projected 2044 housing needs under Method C. Staff felt it was
important to brief the Council on these issues and parameters as the growth allocations are considered
by the SCT Steering Committee and County Council, and as the city begins housing -related outreach and
analysis for the 2024 Comprehensive Plan Update.
Attachments:
Snohomish County Ordinance 22-003 (2044 Growth Targets)
December 1, 2021 SCT Steering Committee Minutes
Snohomish County Draft HO-5 Report
Draft Allocations by Income Level, City of Edmonds
2021 Snohomish County Buildable Lands Report
Commerce Overview of HB 1220 Requirements
Packet Pg. 90
9.2.d
3,000
2,500
2,000
1,500
1,000
500
C
1,905 1,883
Mar-9-2023 Draft 2020-2044 Housing Allocations by Income, City of Edmonds
988 977
0-30% Non-PSH 0-30% PSH
■ Allocation Method A (2020-2044)
2,479
1 All
1,981 1,987
1,532
� n�c
-- 887
7s7
94 142
>30-50% >50-80% >80-100% >100-120% >120%
■ Allocation Method B (2020-2044) ■ Allocation Method C (2020-2044)
2,836
a
Packet Pg. 91
Snohomish
County
User Input - %
Share of County
Population
Growth. Values
must sum to
100%
0 1.06 `Yo
1.32 %
Draft Allocation Method A - Based on Jurisdictional Shares of Mar-9-2023 Draft 2020-2044 Countywide Housing Unit Growth
9.2.d
Projection Year: 2044
Permanent Housing Needs by Income
Level (% of Area Median Income)
1
Emergency
Population Target = 1,136,309
0-30%
Housing Needs
Total
Non-PSH PSH
0
>30.50 /o
0 0 0
>50.80 /o >80.100 /o >100-120 /0
1 (Temporary) �
>120% 1
Countywide Estimated Housing Supply (2020)
317,348
9,249 1,749
42,985
67,180 62,562 49,788
83,835
1
777
Countywide Additional Units Needed (2020-2044)
167,443
28,997 15,138
23,450
17,131 13,970 16,384
52,373
1
10,350
Sum of Allocation to Jurisdictions (from User Inputs)
167,442
28,997 15,138
23,450
17,131 13,970 16,384
52.373
I
10,353
100.00% 1 <-- Sum of user inputs for jurisdiction shares of county future net housing need. If below
Increase 0.00 100%, increase shares. If above 100%, decrease shares.
* The location of 68 emergency housing beds within
Permanent Housing Needs by Income Level (% of Area Median Income)
1
Emergency
Snohomish County is unknown. Therefore, they are not
0-30%
I
Housing Needs
included in the jurisdiction table below.
Total
Non-PSH
PSH
>30-50%
>50-80%
>80-100%
>100-120%
>120% 1
(Temporary)
0
Unincorporated Estimated Housing Supply (2020) 132,804 2,444 546 13,443 21,303 25,010 25,631 44,427 I
Snohomish County
Allocation Method A (2020-2044)
50,604
8,763
4,575
7,087
5,177
4,222
4,952
15,828 1
3,128
Estimated Housing Supply (2020)
7,750
404
40
1,246
2,241
1,854
864
1,101 1
10
Arlington city
Allocation Method A (2020-2044)
7,794
1,350
705
1,092
797
650
763
2,438 I
482
Estimated Housing Supply (2020)
7,455
71
0
601
791
2,017
1,214
2,761
7
Bothell city
I
Allocation Method A (2020-2044)
6,982
1,209
631
978
714
583
683
2,184
432
Estimated Housing Supply (2020)
2,413
10
0
50
125
354
617
1,257 I
0
Brier city
1
Allocation Method A (2020-2044)
539
93
49
75
55
45
53
169
33
Estimated Housing Supply (2020)
648
84
0
360
126
48
13
17 1
0
Darrington Town
Allocation Method A (2020-2044)
154
27
14
22
16
13
15
48 I
10
Estimated Housing Supply (2020)
19,306
334
0
1,477
3,403
2,498
3,779
7,815
0
Edmonds city
Allocation Method A (2020-2044)
9,068
1,570
820
1,270
928
757
887
2,836 1
561
Estimated Housing Supply (2020)
47,192
2,016
994
11,689
15,168
8,053
4,616
4,656 1
528
Everett city
1
Allocation Method A (2020-2044)
38,557
6,677
3,486
5,400
3,945
3,217
3,773
12,060
2,383
Estimated Housing Supply (2020)
892
34
0
359
275
133
37
54 I
0
Gold Bar city
Allocation Method A (2020-2044)
167
29
15
23
17
14
16
52 1
10
Estimated Housing Supply (2020)
1,594
70
0
578
537
298
48
63 1
0
Granite Falls city
Allocation Method A (2020-2044)
987
171
89
138
101
82
97
309 I
61
Estimated Housing Supply (2020)
100
13
0
37
10
14
11
15
0
Index town
1
Allocation Method A (2020-2044)
10
2
1
1
1
1
1
3
1
Estimated Housing Supply (2020)
12,366
405
0
1,419
2,410
3,630
1,895
2,607 I
0
Lake Stevens city
1
Allocation Method A (2020-2044)
4,915
851
444
688
503
410
481
1,537
304
Estimated Housing Supply (2020)
16,212
1,010
0
3,057
4,146
2,723
1,723
3,553 1
21
Lynnwood city
Allocation Method A (2020-2044)
14,051
2,433
1,270
1,968
1,438
1,172
1,375
4,395 I
869
Estimated Housing Supply (2020)
25,723
653
73
4,313
7,958
6,289
2,830
3,607
61
Marysville city
1
Allocation Method A (2020-2044)
14,253
2,468
1,289
1,996
1,458
1,189
1,395
4,458
881
Estimated Housing Supply (2020)
9,069
83
0
342
1,185
2,366
1,649
3,444 I
0
Mill Creek city
1
Allocation Method A (2020-2044)
2,617
453
237
367
268
218
256
819
162
Estimated Housing Supply (2020)
6,228
194
57
866
1,749
1,593
745
1,024 1
68
Monroe city
Allocation Method A (2020-2044)
2,216
384
200
310
227
185
217
693 I
137
Mountlake Terrace
Estimated Housing Supply (2020)
9,202
395
0
1,058
2,312
2,213
1,029
2,195 1
0
city
Allocation Method A (2020-2044)
7,683
1,331
695
1,076
786
641
752
2,403 1
475
Estimated Housing Supply (2020)
8,710
108
0
473
1,018
1,620
1,928
3,563 1
0
Mukilteo city
1
Allocation Method A (2020-2044)
2,146
372
194
301
220
179
210
671
133
Estimated Housing Supply (2020)
4,347
540
4
864
954
766
509
710 I
9
Snohomish city
Allocation Method A (2020-2044)
1,546
268
140
217
158
129
151
484 1
96
Estimated Housing Supply (2020)
2,978
302
17
313
704
708
405
529 1
5
Stanwood city
Allocation Method A (2020-2044)
1,630
282
147
228
167
136
159
510 I
101
Estimated Housing Supply (2020)
1,883
74
18
424
754
372
99
142
0
Sultan city
Allocation Method A (2020-2044)
1,425
247
129
200
146
119
139
446
88
Estimated Housing Supply (2020)
476
5
0
16
11
3
146
295 I
0
Woodway city
Allocation Method A (2020-2044)
98
17
9
14
10
8
10
31
6
Packet Pg. 92
Draft Allocation Method B - Based on Jurisdictional Shares of Mar-9-2023 Draft 2020-2044 Countywide Housing Unit Growth
9.2.d
Projection Year: 2044
Permanent Housing Needs b Income
g `/
Level % of Area Median Income
( )
t
� I Emergency
Population Target = 1,136,309
I
0-30%
I Housing Needs
I
Non-PSH
PSH
>30-50%
>50-80%
>80-100%
>100-120%
>120%
(Temporary)
1
Snohomish
Countywide Estimated Housing Supply (2020)
317,348
9,249
1,749
42,985
67,180
62,562
49,788
83,835
1 777
COUnfy
Countywide Total Housing Needs(2044)
484,791
38,246
16,887
66,435
84,311
76,532
66,172
136,208
1 11,127
Countywide Additional Units Needed (2020-2044)
167,443
28,997
15,138
23,450
17,131
13,970
16,384
52,373
10,350
Sum of Allocation to Jurisdictions (from User Inputs)
167,443
28,997
15,138
23,450
17,131
13,970
16,384
52,373
I 10,418
100.00% <-- Sum of user inputs for jurisdiction shares of county future net housing need. If below 100%,
Increase 0.00 1 increase shares. If above 100%, decrease shares.
<-- Note: these
shares are tied to
Income Level (% of Area Median
Income)
user inputs from
* The location of 68 emergency housing beds within
Allocation Method A
Snohomish County is unknown. Therefore, they are not
0-30%
sheet
included in the jurisdiction table below.
Total
Non-PSH
PSH
>30-50%
>50-80%
>80-100%
>100-120%
>120%
Unincorporated
Estimated Housing Supply (2020)
132,800
2,445
546
13,441
21,301
25,010
25,630
44,426
Snohomish County
Allocation Method B (2020-2044)
50,604
12,024
5,843
11,692
10,595
3,944
-596
7,103
Arlington
Estimated Housing Supply (2020)
7,751
404
40
1,246
2,241
1,854
864
1,101
city
Allocation Method B (2020-2044)
7,794
822
501
884
462
600
1,258
3,267
Bothell city
Estimated Housing Supply (2020)
7,456
71
0
601
791
2,017
1,214
2,761
Allocation Method B (2020-2044)
6,982
1,068
503
1,378
1,720
262
756
1,296
Estimated Housing Supply (2020)
2,413
10
0
50
125
354
617
1,257
Brier city
Allocation Method B (2020-2044)
539
223
103
355
389
112
-214
-428
Estimated Housing Supply (2020)
648
84
0
360
126
48
13
17
DarringTon Town
Allocation Method B (2020-2044)
154
-21
28
-250
13
79
97
208
Edmonds city
Estimated Housing Supply (2020)
19,305
334
0
1,477
3,403
2,498
3,779
7,815
Allocation Method B (2020-2044)
9,068
1,905
988
2,411
1,532
1,981
94
156
Estimated Housing Supply (2020)
47,193
2,016
994
11,689
15,168
8,053
4,616
4,656
Everett city
Allocation Method B (2020-2044)
38,557
4,749
1,993
62
-256
5,483
7,088
19,436
Gold Bar city
Estimated Housing Supply (2020)
892
34
0
359
275
133
37
54
Allocation Method B (2020-2044)
167
50
37
-214
-91
35
107
244
Granite Falls city
Estimated Housing Supply (2020)
1,594
70
0
578
537
298
48
63
Allocation Method B (2020-2044)
987
134
90
-224
-88
109
305
663
Index Town
Estimated Housing Supply (2020)
100
13
0
37
10
14
11
15
Allocation Method B (2020-2044)
10
-4
4
-22
9
3
4
16
Lake Stevens city
Estimated Housing Supply (2020)
12,367
405
0
1,419
2,410
3,630
1,895
2,607
Allocation Method B (2020-2044)
4,915
958
602
949
595
-901
464
2,249
Lynnwood city
Estimated Housing Supply (2020)
16,212
1,010
0
3,057
4,146
2,723
1,723
3,553
Allocation Method B (2020-2044)
14,051
1,378
1,054
1,090
1,117
2,055
2,408
4,950
Marysville city
Estimated Housing Supply (2020)
25,723
653
73
4,313
7,958
6,289
2,830
3,607
Allocation Method B (2020-2044)
14,253
2,501
1,320
1,165
-1,006
22
2,627
7,625
Mill Creek city
Estimated Housing Supply (2020)
9,068
83
0
342
1,185
2,366
1,649
3,444
Allocation Method B (2020-2044)
2,617
839
407
1,260
847
-521
-54
-161
Estimated Housing Supply (2020)
6,228
194
57
866
1,749
1,593
745
1,024
Monroe city
Allocation Method B (2020-2044)
2,216
472
237
291
-281
-260
408
1,349
Mountlake Terrace
Estimated Housing Supply (2020)
9,202
395
0
1,058
2,312
2,213
1,029
2,195
city
Allocation Method B (2020-2044)
7,683
937
588
1,256
625
453
1,276
2,549
Mukilteo
Estimated Housing Supply (2020)
8,711
108
0
473
1,018
1,620
1,928
3,563
city
Allocation Method B (2020-2044)
2,146
749
378
1,015
870
94
-447
-513
Snohomish city
Estimated Housing Supply (2020)
4,347
540
4
864
954
766
509
710
Allocation Method B (2020-2044)
1,546
-75
201
-56
71
164
295
946
Stanwood city
Estimated Housing Supply (2020)
2,979
302
17
313
704
708
405
529
Allocation Method B (2020-2044)
1,630
62
144
319
97
20
224
766
Sultan
Estimated Housing Supply (2020)
1,883
74
18
424
754
372
99
142
city
Allocation Method B (2020-2044)
1,425
187
97
29
-178
150
352
787
Woodway city
Estimated Housing Supply (2020)
476
5
0
16
11
3
146
295
Allocation Method B (2020-2044)
98
41
20
63
89
87
-67
11 t
Emergency
Housing Needs
(Temporary) *
0
4,210
10
347
7
325
0
68
0
18
0
651
528
1,440
0
24
0
59
0
3
0
397
21
674
61
857
0
268
68
126
0
388
0
249
9
126
5
101
0
76
0
13
Packet Pg. 93
Draft Allocation Method C - Based on Jurisdictional Shares of Mar-9-2023 Draft 2020-2044 Countywide Housing Unit Growth
Emergency
Housing Needs
Projection Year: 2044
Permanent Housing Needs by Income Level (%of Area Median Income)
(Temporary)
Snohomish County Population Target = 1,136,309
0-30%
Total Non-PSH PSH >30-50% >50-80% >80-100% >100-120% >120%
Countywide Estimated Housing Supply (2020)
317,348 9,249 1,749 42,985 67,180 62,562 49,788 83,835
777 O
Countywide Additional Units Needed (2020-2044)
167,443 28,997 15,138 23,450 17,131 13,970 16,384 52,373
10,350
�+
Sum of Allocation to Jurisdictions (from User Inputs)
167,442 28,997 15,138 23,450 17,131 13,970 16,384 52,373
10,353 R
* The location of 68 emergency housing beds within Snohomish County is unknown. Therefore, they are not included in the jurisdiction table below.
Emergency
Housing Needs
Permanent Housing Needs by Income Level (%of Area Median Income) (Temporary)
0-30%
Total Non-PSH PSH >30-50% >50-80% >80-100% >100-120% >120%
Unincorporated Snohomish County
Estimated Housing Supply (2020)
132,804
2,444
546
13,443
21,303
25,010
25,631
44,427
0
Allocation Method C (2020-2044)
50,604
10,644
5,012
11,952
10,951
5,180
161
6,704
3,128
Arlington city
Estimated Housing Supply (2020)
7,750
404
40
1,246
2,241
1,854
864
1,101
10
Allocation Method C (2020-2044)
7,794
1,188
723
893
175
302
1,115
3,397
482
Bothell city
Estimated Housing Supply (2020)
7,455
71
0
601
791
2,017
1,214
2,761
7
Allocation Method C (2020-2044)
6,982
1,402
701
1,411
1,358
33
652
1,425
432
Brier city
Estimated Housing Supply (2020)
2,413
10
0
50
125
354
617
1,257
0
Allocation Method C(2020-2044)
539
75
31
170
189
75
0
0
33
Darrington town
Estimated Housing Supply (2020)
648
84
0
360
126
48
13
17
0
Allocation Method C (2020-2044)
154
0
6
0
8
31
37
72
10
Edmonds city
Estimated Housing Supply (2020)
19,306
334
0
1,477
3,403
2,498
3,779
7,815
0
Allocation Method C (2020-2044)
9,068
1,883
977
2,479
1,475
1,987
142
126
561
Everett city
Estimated Housing Supply (2020)
47,192
2,016
994
11,689
15,168
8,053
4,616
4,656
528
Allocation Method C (2020-2044)
38,557
5,944
2,731
100
0
4,045
6,374
19,364
2,383
Gold Bar city
Estimated Housing Supply (2020)
892
34
0
359
275
133
37
54
0
Allocation Method C (2020-2044)
167
8
8
0
0
20
44
87
10
Granite Falls city
Estimated Housing Supply (2020)
1,594
70
0
578
537
298
48
63
0
Allocation Method C(2020-2044)
987
113
75
0
0
69
225
504
61
Index town
Estimated Housing Supply (2020)
100
13
0
37
10
14
11
15
0
Allocation Method C (2020-2044)
10
0
0
0
3
2
1
4
1
Lake Stevens city
Estimated Housing Supply (2020)
12,366
405
0
1,419
2,410
3,630
1,895
2,607
0
Allocation Method C (2020-2044)
4,915
712
456
820
549
0
458
1,920
304
Lynnwood city
Estimated Housing Supply (2020)
16,212
1,010
0
3,057
4,146
2,723
1,723
3,553
21
Allocation Method C (2020-2044)
14,051
1,939
1,401
1,113
647
1,547
2,215
5,187
869
Marysville city
Estimated Housing Supply (2020)
25,723
653
73
4,313
7,958
6,289
2,830
3,607
61
Allocation Method C (2020-2044)
14,253
2,403
1,281
1,076
0
0
2,403
7,090
881
Mill Creek city
Estimated Housing Supply (2020)
9,069
83
0
342
1,185
2,366
1,649
3,444
0
Allocation Method C (2020-2044)
2,617
542
247
1,053
749
0
25
0
162
Monroe city
Estimated Housing Supply (2020)
6,228
194
57
866
1,749
1,593
745
1,024
68
Allocation Method C (2020-2044)
2,216
319
154
243
0
0
381
1,118
137
Mountlake Terrace city
Estimated Housing Supply (2020)
9,202
395
0
1,058
2,312
2,213
1,029
2,195
0
Allocation Method C (2020-2044)
7,683
1,224
764
1,265
375
226
1,171
2,657
475
Mukilteo city
Estimated Housing Supply (2020)
8,710
108
0
473
1,018
1,620
1,928
3,563
0
Allocation Method C(2020-2044)
2,146
380
179
728
672
187
0
0
133
Snohomish city
Estimated Housing Supply (2020)
4,347
540
4
864
954
766
509
710
9
Allocation Method C (2020-2044)
1,546
0
146
0
99
183
290
828
96
Stanwood city
Estimated Housing Supply (2020)
2,978
302
17
313
704
708
405
529
5
Allocation Method C(2020-2044)
1,630
68
150
319
83
14
223
773
101
Sultan city
Estimated Housing Supply (2020)
1,883
74
18
424
754
372
99
142
0
Allocation Method C (2020-2044)
1,425
201
108
27
0
96
293
701
88
Woodway city
Estimated Housing Supply (2020)
476
5
0
16
11
3
146
295
0
Allocation Method C (2020-2044)
98
9
4
22
31
32
0
0
6
NOTE: Countywide Permanent Supportive Housing and emergency housing needs are allocated in proportion to the jurisdiction's target share of countywide housing unit growth (Method A).
Packet Pg. 94
9.3
City Council Agenda Item
Meeting Date: 03/28/2023
WSDOT/City of Edmonds Memorandum of Understanding
Staff Lead: Community Services
Department: Community Services
Preparer: Todd Tatum
Background/History
The Washington State Department of Transportation (WSDOT) and the Union Oil Company of California
(Unocal) entered into a purchase and sale agreement (PSA) in January 2005 for the property known as
the Edmonds Lower Yard. Chevron, which purchased Unocal, has been conducting remediation on the
site since this time under advisement of the Washington State Department of Ecology. The completion
of this action is necessary for the PSA between WSDOT and Chevron to close.
WSDOT intended to use the site as a new multi -modal transportation center, but has since abandoned
that effort, leaving the property surplus to their needs.
Staff Recommendation
Authorize Mayor Nelson to sign the MOU outlining the process necessary for an acquisition of the
"Unocal" property
Narrative
Staff from the City and WSDOT have worked collaboratively to understand each other's processes,
positions, and needs before a sale of the property to the City could occur. In the lead up to the
development of the MOU, staff have met with representatives from Chevron and with many members
of the WSDOT team, including the leadership of their ferry division. These discussions have been open,
collaborative, and helpful to our understanding of the property.
This MOU, while a non -binding document, helps each party to understand the process, and how to best
direct our efforts prior to a potential sale to the City.
Ecology is preparing a draft Cleanup Action Plan and Consent Decree. These documents will govern any
contingency cleanup work required at the conclusion of the dual -phase extraction in December 2023.
These documents, and any work associated with them, are the primary driver of a timeline for the sale
of the property.
Attachments:
EdmondsWSFMOU Final signed Ferries
Purchase & Sale Agreement Unocal
First Amendment
Second Amendment
Packet Pg. 95
9.3.a
WASHINGTON STATE DEPARTMENT OF TRANSPORATION
AND
141WL972417 AIQLIoil
MEMORANDUM OF UNDERSTANDING
FORMER UNOCAL BULK FUEL TERMINAL - EDMONDS, WASHINGTON
This MEMORANDUM OF UNDERSTANDING (MOU) is entered into by and between the
Washington State Department of Transportation (WSDOT) and the City of Edmonds,
Washington (City), collectively referred to as the "Parties"
1. PURPOSE. The purpose of this MOU is to set forth the Parties' general understanding
regarding the potential acquisition of that certain real property known as the Former Unocal
Property( the "Property"), by the City from WSDOT.
2. BACKGROUND.
2.1 WSDOT and Union Oil Company of California (Unocal) entered into a purchase
and sale agreement entitled Agreement for Sale of Real Property and Escrow Instructions, dated
January 27, 2005 (PSA). The PSA is attached hereto as Attachment 1. The PSA set forth the
terms and conditions under which WSDOT would purchase from Unocal certain real property
located in Edmonds, Washington, now known as the Former Unocal Property and previously
known as the Edmonds Lower Yard. The Former Unocal Property is located in the City of
Edmonds, Washington and is identified by the Snohomish County Auditor's Office as Tax Parcel
Number 262703-2-003-0009 and by WSDOT as Parcel #1-21510 (Former Unocal Property or
Property). Unocal's interest in the PSA transferred to the Chevron Corporation upon Chevron's
acquisition of Unocal.
2.2 At the time the PSA was entered into, WSDOT intended to acquire the Former
Unocal Property to construct a multimodal transportation center. The planned multimodal
transportation center project is no longer a viable project. Presently, WSDOT does not have an
identified need for the Property.
2.3 The PSA established a purchase price of $8,175,000, which WSDOT deposited
into an escrow account created pursuant to the PSA.
2.4 As a condition precedent to WSDOT acquiring the Former Unocal Property,
Chevron/Unocal is required to remediate the existing environmental contamination on the
Property in accordance with the remediation criteria set forth in the PSA.
Page 1 of 4 WSDOT-City of Edmonds MOU — Former Unocal Property
Packet Pg. 96
9.3.a
2.5 The PSA provides that title to the Former Unocal Property will transfer to WSDOT
after Chevron/Unocal obtains written confirmation from DOE that Chevron/Unocal had
satisfactorily performed the Capital Remediation Work, as that term is defined in the PSA, to
the extent that the Monitoring Work, as that term is defined in the PSA, may commence.' To
date, DOE has not issued a written confirmation that the Capital Remediation Work has been
satisfactorily performed. As such, Chevron/Unocal currently owns and is in possession of the
Former Unocal Property.
2.6 The PSA provides that after the Close of Escrow, as that term is defined in the
PSA, the terms and conditions of the PSA "will be binding upon and inure to the benefit of the
parties' respective successors and assigns." Additionally, the terms of the PSA are required to
be incorporated by reference into a deed or other legal instrument that divests WSDOT of its
interest in the Former Unocal Property and that the grantee of such deed shall "specifically
assume all of the obligations" of WSDOT under the PSA, including any and all monitoring
obligations. To the extent the final DOE Consent Decree and associated plans conflict with the
terms in the PSA, upon transfer of the Property grantee shall be responsible to resolve said
conflict(s).
2.7 WSDOT currently holds an easement across the Former Unocal Property to
operate, maintain, and repair a storm water line that services SR 104. Any future sale of the
Property by WSDOT will include a reservation of this easement.
2.8 The City has expressed an interest in acquiring the Former Unocal Property.
2.9 Upon execution of this MOU, WSDOT and the City shall negotiate and execute an
Addendum to this MOU that authorizes the City's access to the information, opinions, and
recommendations (excluding risk analysis) that WSDOT has obtained from Landau Associates
about the Property and the Capital Remediation Work. WSDOT acknowledges that Landau's
work, once accessed and understood by the City, could cause the City to reevaluate its interest
in acquiring the Property on the terms contemplated herein.
3. WSDOT SALE OF THE FORMER UNOCAL PROPERTY TO THE CITY. WSDOT is statutorily
authorized to sell real property under its jurisdiction pursuant to the terms and conditions of
RCW 47.12.063. RCW 47.12.063(3) authorizes WSDOT to sell real property directly to a city at
fair market value. It is the intent of WSDOT to first offer the purchase of the Former Unocal
Property to the City as outlined in this MOU.
1 Washington State Department of Ecology (DOE) and Chevron/Unocal are presently developing a Consent Decree,
including a Cleanup Action Plan, for the Former Unocal Property.
Page 2 of 4 WSDOT-City of Edmonds MOU — Former Unocal Property
Packet Pg. 97
9.3.a
4. CONDITIONS PRECEDENT. The Parties understand that prior to any future sale of the
Former Unocal Property by WSDOT to the City the following must have occurred:
4.1 Close of PSA Escrow: All the conditions and instruction provided for in the PSA
must be satisfied and properly complied with, and the PSA Close of Escrow, as that term is
defined in the PSA, shall have occurred.
4.2 Recording and Title: The deed conveying title of the Former Unocal Property to
WSDOT has been recorded and title has transferred to WSDOT.
4.3 City's Confirmation of Interest: The City informs WSDOT that the City is still
interested in purchasing the Former Unocal Property at fair market value.
4.4 Property Declared Surplus: WSDOT has determined, in accordance with its
policies and procedures, the Former Unocal Property is no longer required for transportation
purposes and that it is in the public interest to dispose of the Property.
4.5 Purchase and Sale Agreement: The Parties have executed a Purchase and Sale
Agreement that details the terms and conditions by which the City may purchase the Former
Unocal Property. The Purchase and Sale agreement shall include, but not be limited to, the
following provisions:
4.5.1 Process for Appraisal and the Determination of Purchase Price.
4.5.2 Representations and Warranties.
4.5.3 Conditions Precedent to Conveyance
4.5.4 City Funding
4.5.5 Title Insurance
4.5.6 Permitted Exceptions to title
4.5.7 Disclosures
4.5.8 Environmental Matters
4.5.9 Conveyance of Property Interest
4.5.10 Buyer's Right of Entry
4.5.11 Risk of Loss
4.5.12 Indemnifications
4.6 Fulfillment of the Terms and Conditions of the Purchase and Sale Agreement
described in Section 4.5 above.
4.7 Payment: The City pays WSDOT the agreed upon fair market value purchase
price for the Property.
Page 3 of 4 WSDOT-City of Edmonds MOU — Former Unocal Property
Packet Pg. 98
9.3.a
4.8 Deed: Parties successfully negotiate a deed acceptable by both WSDOT and the
City.
5. OTHER PARTIES. The Parties recognize that certain entities, such as the Washington
Department of Ecology, may have legal, regulatory, financial, or other oversight obligations
with respect to purchase and sale of the Former Unocal Property that the Parties must
accommodate.
6. FUNCTION OF MOU.
6.1 NONBINDING: The Parties agree that nothing in this MOU creates any legal or
financial obligations for the parties in relation to the sale or purchase of the Former
Unocal Property.
6.2 AMENDMENT: The Parties understand and agree that this MOU may be
amended by agreement of both Parties.
6.3 TERMINATION: The Parties understand and agree that this MOU may be
terminated in full by either party by written notice to the other.
The undersigned hereto, having read this MEMORANDUM OF UNDERSTANDING, including all
attachments, do agree that it represents the understandings of their respective agencies with
regard to the potential sale of the Former Unocal Property from WSDOT to the City.
Patty K-Rubstello, Assistant Secretary, Washington State Ferries
March 16, 2023
Date
Michael Nelson, Mayor, City of Edmonds
Date
Page 4 of 4 WSDOT-City of Edmonds MOU — Former Unocal Property
Packet Pg. 99
9.3.b
Property # Escrow No.:
Date Escrow Opened:
Escrow Holder:
AGREEMENT FOR SALE OF
REAL PROPERTY
AND ESCROW INSTRUCTIONS
THIS AGREEMENT FOR SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS
(this "Agreement") is made and entered into this _ day of , 2005, by and between the
Washington, Department of Transportation, an agency of the State of Washington ("Buyer"), and UNION
OIL COMPANY OF CALIFORNIA, a California corporation ("Company").
RECITALS:
A. Company is the owner of certain real property in the City of Edmonds, County of
Snohomish, State of Washington, all as more particularly described on Exhibit B attached hereto and
incorporated herein by this reference, commonly known as the Edmonds Lower Yard.
B. Buyer is authorized to purchase or condemn real property pursuant to the provisions of
RCWs 47.12.010 and 47.60.020.
C. Buyer intends to use the property and improvements, if any, to be acquired for a multi -
modal transportation center (including but not limited to ferry, vehicle, bus and train) with related
services.
D. Buyer has offered to purchase and Company has offered to sell the real property and
improvements, if any, to Buyer upon the terms and conditions contained herein.
AGREEMENT:
In consideration of the above recitals, which are hereby incorporated herein by this reference, the
premises and the mutual covenants, agreements and conditions hereof, the parties agree as follows:
Section 1. Definitions. All capitalized terms used in this Agreement have the respective
meanings set forth in Exhibit A, attached hereto and by this reference made a part hereof.
Section 2. Prove
2.1 Pro . That certain real property located in Snohomish County, Washington, and
more particularly described on Exhibit B, together with all rights, privileges and easements appurtenant
to the real property, including, but without limitation, all minerals, oil, gas, and other hydrocarbon
substances on and under the real property, all development rights, air rights, water, water rights and any
and all easements, rights -of -way and other appurtenances used in connection with the beneficial use and
enjoyment of the real property (collectively the "Real Property"); and
2.2 Improvements. All improvements, buildings and fixtures currently located on the Real
Property, with the exception of the existing pedestrian trestle, which shall be removed by Company prior
to the Close of Escrow, all apparatus, equipment and appliances used in connection with the ownership,
use and operation of the Real Property such as facilities used to provide any utility services, all of which
WSDOT 1/18/2005 4:12 PM
Packet Pg. 100
9.3.b
are described on Exhibit B-1, attached hereto and by this reference made a part hereof (collectively,
"Improvements").
2.3 All of the items described in Sections 2.1 and 2.2 are hereunder collectively referred to as
Ccproperty.
Section 3. Purchase Price
3.1 Sale and Purchase. Buyer hereby agrees to purchase and Company hereby agrees to sell
the Property, upon the terms and conditions contained herein.
3.2 Purchase Price. The total purchase price to be paid by Buyer for the Property is Eight
Million One Hundred Seventy -Five Thousand and no/100 Dollars ($8,175,000.00) ("Purchase Price").
3.3 Payment of Purchase Price. The Purchase Price shall be paid as follows:
3.3.1 Initial Earnest Monev.
3.3.1.1 Deposit of Initial Earnest Monev_ Within five (5) business days after
Escrow is opened, Buyer shall deposit with Escrow Holder the amount of One Hundred Thousand and
no/100 Dollars ($100,000.00) (the "Initial Earnest Money") as initial consideration for this Agreement.
Failure of Buyer to make such deposit shall be deemed an election by Buyer to terminate this Agreement.
3.3.1.2 Disbursement / Refundability of Initial Earnest Money. Upon deposit
into Escrow, the Initial Earnest Money shall (i) be immediately disbursed by Escrow Holder to Company
without any further instructions from the parties, and (ii) become nonrefundable except on default by
Company or if the Agreement is terminated pursuant to the provisions in Sections 4.2.4, 4.2.5, 6.3.2,
6.4.2, 6.14.1 and 7.4. The Initial Earnest Money shall be applicable to the Purchase Price to the extent
that Escrow closes pursuant to the terms of this Agreement.
3.3.2 Balance of Purchase Price.
3.3.2.1 Deposit of Balance of Purchase Price. Within thirty (30) business days
after the Agreement is fully executed, Buyer shall deposit into Escrow the sum of Eight Million One
Hundred Seventy -Five Thousand and no/100 Dollars ($8,175,000.00) less the amount of the Initial
Earnest Money (`Balance of Purchase Price").
3.3.2.2 Disbursement/Refundability of Balance of Purchase Price
3.3.2.2.1 Payment of Additional Earnest Monff. Within ten (10)
business days after Company has secured the Payment and Performance Bond, the Escrow Holder shall
disburse to Company an amount (the "Additional Earnest Money") equal to the lesser of (i) One Million
Five Hundred Thousand and no/100 Dollars ($1,500,000.00) or (ii) the amount remaining when there is
subtracted from Eight Million One Hundred Seventy -Five Thousand and no/100 Dollars ($8,175,000.00)
the sum of the Initial Earnest Money plus the O&M Payment, plus one hundred and fifty percent (150%)
of the Remediation Bid Price. The Additional Earnest Money shall be applicable to the Purchase Price
but shall otherwise be non-refundable except on default by Company or if the Agreement is terminated
pursuant to the provisions in Sections 4.2.5, 6.3.2, 6.14 or 7.4.
3.3.2.2.2 Payment of Operation and Maintenance Within three
(3) business days after Buyer's deposit of the Balance of the Purchase Price into Escrow, the Escrow
WSDOT 1/18/2005 4:12 PM
Packet Pg. 101
9.3.b
Holder shall disburse to Buyer the O&M Payment in the sum of Eight Hundred Seventy -Two Thousand
Five Hundred and no/100 Dollars ($872,500.00).
3.3.2.2.3 Payment of Capital Remediation Work. As and when
Company employs third parties to perform the Capital Remediation Work, Company shall be entitled to
pay such third parties for such work through draws from Escrow ("Remediation Disbursements'J. Such
draws shall be requested and authorized as follows: Company shall monthly, on or before the 7'h day of
each month, provide Escrow Holder (with a copy to Buyer) with a summary and reasonably detailed back
up of all invoices for work actually performed that Company wishes to pay through draws from Escrow.
The invoiced amounts shall be paid by the Escrow Holder on the 23d day of the month; provided that
Company has provided the Progress Reports to Buyer as required in Section 6.12.
3.4 Company's Exchange Option. Prior to the Close of Escrow, Company may elect, in
writing, to have this transaction be concluded as an exchange as to Company under the provisions of
Section 1031 or 1033 of the Internal Revenue Code of 1986, as amended. Buyer shall cooperate with
Company to effect such exchange; provided, however, that Buyer shall not be required to take title to any
property or incur any additional liabilities, responsibilities or costs with respect to such exchange.
3.5 Indemnification of Escrow Holder. Buyer and Company each agrees to indemnify and
hold Escrow Holder harmless from any claim by the other arising out of any distributions made by
Escrow Holder in accordance with and pursuant to the provisions of this Section 3.
Section 4. Title to Property
4.1 Conveyance of Title. Company shall convey to Buyer at the Close of Escrow insurable
fee simple title to the Property, by execution and delivery of a Special Warranty Deed to the Property in
the form attached hereto as Exhibit E ("Deed").
4.2 Title Insurance.
4.2.1 Preliminary Title Insurance. The parties confirm that Company has provided to
Buyer a preliminary report, Preliminary Title Report No. 366420 issued by Chicago Title Company on
September 3, 2004, as supplemented on September 14, 2004 by Supplemental No. 1, for an Owners
extended title policy ("Preliminary Title Report") prepared by Chicago Title Company ("Title
Company"). Title to the Property shall be subject to the Permitted Exceptions set forth in Section 4.3
herein.
4.2.2 Evidence of delivery of insurable fee simple title in the form required hereunder
shall be the issuance by the Title Company of a standard coverage Owner's Policy of Title Insurance
(subject to augmentation as provided in Section 4.2.3) with liability in the amount of the Purchase Price
(or such lesser amount as directed by Buyer) insuring fee simple title to the Property in Buyer, subject
only to the Permitted Exceptions and with such endorsements as Buyer obtains pursuant to Section 4.2.3.
4.2.3 In the event Buyer desires an extended coverage policy of title insurance,
Company shall reasonably cooperate with Escrow Holder and Buyer in the preparation and issuance of
such policy, including the execution of such documents as may reasonably be required; provided,
however, that in no event shall any matter involved in the issuance of an extended coverage title policy
delay or extend any times set forth in this Agreement. Company shall pay only the premium for a
standard policy of title insurance. Buyer shall pay the difference in cost in obtaining an extended
coverage policy over a standard policy, including, but not limited to, any ALTA survey required for such
extended coverage policy. Buyer may further identify any endorsements desired by Buyer (which shall
WSDOT 1/18/2005 4:12 PM
Packet Pg. 102
9.3.b
be paid for by Buyer and shall negotiate with the Title Company for such endorsements. The intent of the
Parties is that all Permitted Exceptions and all available endorsements shall be indentified and the
condition of title required for the Close of Escrow shall be established, prior to Company's submission of
the Revised Feasibility Study to DOE. Accordingly, Buyer shall complete any survey and endorsement
negotiations prior to January 3, 2005.
4.2.4 If Buyer has any objections to encumbrances identified on the survey and/or
objects to the unavailability of any endorsements, Buyer shall so notify Company. Company will respond
within five (5) business days whether Company will cure any survey -based objections and/or cause the
Title Company to provide any requested endorsements that Buyer has been unable to obtain. If Company
does not respond, it shall be deemed to have elected not to remove the encumbrance and/or provide the
endorsement. If Company does not agree to remove the objected to encumbrance and/or cause the Title
Company to provide the requested endorsement with the time period identified above, then Buyer may,
within five (5) days after expiration of the period, terminate this Agreement, in which case the Initial
Earnest Money shall be returned to Buyer. If Buyer does not terminate this Agreement, any
encumbrances shown on the survey that Company does not elect to remove shall be deemed Permitted
Exceptions. Buyer shall be responsible for ensuring that the Title Company honors its agreement to
provide endorsements.
4.2.5 At the Close of Escrow, title must be insurable subject only to the Permitted
Exceptions. If title cannot be made so insurable, then Buyer's sole remedies shall be either to (i) accept
title to the Property and close; or (ii) terminate this Agreement and receive a refund of the Initial Earnest
Money (to the extent paid), the Additional Earnest Money (to the extent paid) and any Remediation
Disbursements made to Company, retain the O&M Payment (if paid), and receive from the Escrow
Holder disbursement of any remaining funds then held in Escrow.
4.3 Permitted Exceptions to Title.
4.3.1 Special Exceptions 4 through 11, 15 through 17, and 19 through 22 as shown on
Exhibit B to the Preliminary Title Report, attached hereto as Exhibit C, and by this reference made a part
hereof.
4.3.2 All dedicated roads, streets and highways.
4.3.3 All building and zoning ordinances, laws, regulations, and restrictions by any
municipal or other governmental authority applicable to the Property.
4.3.4 All general and special taxes and assessments which are a lien but not yet due
and payable or for which statements have not yet been tendered (provided that Buyer may be exempt
from such taxes and assessments for the period after the Close of Escrow and nothing in this Agreement
shall obligate Buyer to pay any taxes or assessments as to which it is exempt).
4.3.5 All matters apparent from an inspection of the Property, or which a current,
accurate survey of the Property would disclose (including but not limited to encroachments, overlaps,
boundary line disputes; utilities and pipes; and any issues relating to obtaining or maintaining access to
the Property).
the Property. 4.3.6 Any and all Native American rights that may exist with respect to any portion of
WSDOT 1/18/2005 4:12 PM
4
Packet Pg. 103
9.3.b
4.3.7 Company and Buyer shall cooperate with one another and consult with DOE to
establish covenants, conditions and restrictions applicable to the Property (Restrictive Covenants). The
Restrictive Covenants shall contain, among other provisions, certain disclosures and use restrictions on
the Property. Standard provisions contained in Restrictive Covenants with property owners and DOE are
attached hereto as Exhibit D, and Company and Buyer agree that such provisions, or substantially similar
provisions, will be included in the Restrictive Covenants for the Property. In addition, the parties agree
that the Restrictive Covenants shall include a provision that incorporates this Agreement into the
Restrictive Covenants. The Company and Buyer acknowledge and understand that DOE may require
modification to these provisions, including adding provisions as appropriate, and that the Company shall
negotiate the terms of the Restrictive Covenants with DOE; Provided, that the Restrictive Covenants are
subject to Buyer's approval, which approval shall not be unreasonably withheld or delayed. The
Company shall negotiate the terms of the Restrictive Covenants in conjunction with the negotiation of the
Approved Remediation Plan pursuant to Section 6.4. After DOE has accepted the Restrictive Covenants
and until the Close of Escrow, any amendments proposed by Company or Buyer to the Restrictive
Covenants shall require written concurrence by the parties prior to submittal to DOE. The Property shall
be subject to the terms and conditions set forth in the Agreement and the recorded Restrictive Covenants.
Buyer acknowledges and understands that Company is relying on Buyer's agreement to the terms of the
Restrictive Covenants as a material inducement to enter into this Agreement.
Section 5. Escrow.
5.1 Opening of Escrow. Buyer and Company agree that Company shall open an escrow
within ten (10) days after this Agreement is executed, with Chicago Title Insurance Company ("Escrow"),
as Escrow Holder . Three (3) duplicate originals of this Agreement shall be deposited in said Escrow.
Escrow Holder is hereby instructed to fill in the information regarding the escrow on the first page of this
Agreement and to send a duplicate original of this Agreement promptly to Buyer and Company. This
Agreement shall become a part of the Escrow and shall constitute the basic instructions of Buyer and
Company to Escrow Holder. However, both Buyer and Company agree to negotiate in good faith and
execute such additional instructions and documents as are reasonably required to complete the
transactions contemplated by this Agreement, including but not limited to Close of Escrow. Any such
agreement shall be writing and signed by both parties. In case of conflict, this Agreement shall govern.
5.2 Additional Deposits to Escrow by CgM . Within two (2) business days after Escrow
is opened, Company shall deposit the following documents, the effective dates of which shall be left
blank to be filled in as provided in Section 5.7:
5.2.1 The Deed, in the form attached hereto as Exhibit E for recording, which shall be
duly executed and acknowledged so as to convey to Buyer all of the Property in accordance with the
terms of this Agreement;
5.2.2 A certificate of its authorized officer to the effect that, as of the date of the Close
of Escrow, it is not a foreign person as defined in the Internal Revenue Code of 1986, as amended, and
Income Tax Regulations ("FIRPTA Certificate"), such FIRPTA Certificate to be substantially in the form
described in Treasury Regulation Section 1.1446-2(b)(2)(iii)(B), or otherwise within the requirements of
Section 1.1445-2(b)(2) of that regulation and any comparable state or local laws; and
5.3 Deposits For Closing. Not less than ten (10) days prior to the Closing Date, Buyer and
Company shall deposit into Escrow the fully executed Restrictive Covenants and such additional funds as
are necessary to fund each parry's respective share of Escrow fees and related charges as are standard
practices in Snohomish County, Washington (provided that Company may elect, in lieu of making a
deposit, to use the undisbursed portion of the Purchase Price, if any). In addition, Buyer shall deposit into
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Escrow the additional premium for an extended coverage policy of title insurance, including the costs of
additional endorsements pursuant to Section 4.2.3, if applicable.
5.4 Closing Date. Unless extended pursuant to the terms of this Agreement, Escrow shall
close within thirty (30) days after Company obtains written confirmation from DOE that Company has
performed the Capital Remediation Work. Closing can be extended only upon Buyer and Company
agreeing to an extension in writing and signed by both Buyer and Company.
5.5 Proration. All items of income and expense, including without limitation real property
taxes and assessments for the current fiscal year, if any, shall be prorated between the parties as of the
date of the Close of Escrow. Buyer shall file or cause to be filed all required reports and returns incident
to taxes that are due on or after the Close of Escrow, and shall pay or cause to be paid to the taxing
authorities all such taxes reflected on such reports or returns. Company shall be credited with Company's
prorated share at the Close of Escrow.
5.6 Possession. Possession of the Property shall be delivered to Buyer at Close of Escrow
5.7 Close of Escrow. When all of the condition and instruction herein provided for have
been satisfied and properly complied with and Escrow is ready to close in all respects, Escrow Holder
shall promptly fill in the "Effective Date" of the Special Warranty Deed, the FIRPTA Affidavit and the
Restrictive Covenants as the scheduled Closing Date, shall record all appropriate documents in the
sequence described below and deliver to each of the appropriate parties all the documents and funds on
deposit in Escrow as herein provided, subject to the payment by each party, respectively, of one-half (1/2)
of the Escrow fees.
5.8 Recording Sequence. At Close of Escrow the Escrow Holder shall record all documents
contemporaneously, in the following sequence: (i) Restrictive Covenants, (ii) Deed.
Section 6. Matters During Escrow
6.1 Right of Entry. From and after execution of this Agreement by Company, Company
agrees to allow Buyer or its agents, employees, officers, attorneys and other representatives to enter the
Property during the Escrow period at Buyer's expense and risk to make any inspection of the performance
of the Capital Remediation Work or of the Property as may be desired by Buyer. However,
notwithstanding anything in this Agreement to the contrary, should Buyer wish to enter the Property for
any purpose during the term of Escrow, Buyer shall first provide written notice thereof to Company
detailing Buyer's purpose for entering onto the Property and the time or times Buyer wishes to make such
entry. Company's approval of such entry shall not be unreasonably withheld or delayed, but may be
conditioned at the reasonable discretion of Company.
6.2 Buyer Right of Entry Indemnification
6.2.1 To the extent allowed by law, Buyer, its successors and assign, will protect,
save, and hold harmless Company, from all claims, action, costs, damages, or expenses of any nature
whatsoever by reason of the acts or omission of Buyer, it's agents, contractors, or employees, arising out
of or in connection with its acts or activities or the acts or activities of its agents, contractors, or
employees resulting from the exercise of the right of entry as authorized in Section 6.1. Buyer further
agrees to defend Company, its agents or employees, in any litigation, including payment of any costs or
attorneys' fees, for any claims or action commenced, arising out of, or in connection with, the acts or
activities authorized in Section 6.1. The obligation in this paragraph shall not include such claims, costs,
damages, or expense to the extent caused by the acts of Company or its agents or employees;
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PROVIDED, that if the claims or damages are caused by or result from the concurrent acts of (a)
Company, its agents, contractors, or employees, and (b) Buyer, its agents, contractors, or employees, or
involves those actions covered by Ch. 4.24.115 RCW, this indemnity provision shall be valid and
enforceable only to the extent of the acts of Buyer or Buyer's agents or employees.
6.2.2 Buyer specifically assumes potential liability for actions brought by Buyer's own
employees against Company to the extent covered by the indemnification in this Section 6.2 and, solely
for the purposes of this indemnification and defense, Buyer specifically waives any immunity under the
Washington State industrial insurance law, Title 51 RCW. This waiver has been mutually negotiated by
the parties.
6.2.3 The indemnification provisions in this Section 6.2 shall survive the expiration or
termination of this Agreement.
6.3 Condemnation.
6.3.1 Buyer's Power of Eminent Domain. Buyer has the power of eminent domain and
has informed Company that it is of the opinion that it could acquire the Property through the exercise of
that power in compliance with constitutional and statutory requirements and anticipates the potential
exercise of that power if it were to become necessary to achieve Buyer's legitimate purposes. Except as
provided in Section 6.3.2, nothing in this Agreement shall constitute, or be construed as constituting any
limitation upon Buyer or any waiver by Buyer with respect to its exercise of the power of eminent domain
in connection with any property.
6.3.2 In the event that any condemnation or eminent domain proceedings affecting all
or any part of the Property are initiated prior to Close of Escrow by any entity other than Buyer or the
City of Edmonds, Buyer or Company may, at any time thereafter, terminate this Agreement by written
notice to the other party and Escrow Holder prior to the Close of Escrow, Company shall refund to Buyer
the Initial Earnest Money and Additional Earnest Money, to the extent paid, and Escrow Holder shall
return all funds and documents then held in Escrow to the party depositing the same, or, alternatively, if
neither party elects to terminate this transaction, such transaction shall be consummated, in which event
Company shall assign to Buyer all of its right, title and interest in and to any award made or to be made in
connection with such proceedings and shall permit Buyer to conduct all negotiations and enter into all
agreements with respect thereto. In no event shall any such transfer reduce the Purchase Price or delay
Close of Escrow hereunder, but any proceeds or awards related thereto shall be assigned by Company to
Buyer at Close of Escrow hereunder. Further, Buyer agrees and covenants that it will not commence any
condemnation or eminent domain proceedings against Company with respect to the Property during the
term of this Agreement. Company understands and agrees that, in the event this Agreement is terminated
for any reason, Buyer may, in its sole discretion, exercise its power of eminent domain to acquire the
Property., provided that if Buyer willfully defaults before payment of the Additional Earnest Money and
subsequently commences an eminent domain action, Company shall be entitled to an additional liquidated
damages payment of $400,000 (in addition to those liquidated damages provided in Section 6.13), it being
the parties' intent that Buyer should not commit any willful default prior to payment of the Additional
Earnest Money.
6.4 Remediation Plan and Work.
6.4.1 Company shall draft a Revised Feasibility Study for remediation of
Contamination on the Property that shall contain (and specifically identify) a preferred alternative
consistent with the clean up action plan and shall contain (and specifically identify) two types of work: (i)
the Capital Remediation Work that includes, but is not limited to, capital work for design and
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construction of the remedy, including soil excavation and treatment, construction of groundwater
treatment system, and establishment of a groundwater monitoring network, the details of which are set
forth in Exhibit F, attached hereto and by this reference made a part hereof; and (ii) Monitoring Work
that includes, but is not limited to, the subsequent operation of the groundwater treatment system and
performance of compliance monitoring, the details of which are set forth in Exhibit G, attached hereto
and by this reference made a part hereof. The Capital Remediation Work and the Monitoring Work as
proposed to DOE are collectively referred to as the "Proposed Remediation Plan" and as approved by
DOE are referred to as the "Approved Remediation Plan."
6.4.2 Buyer shall be given an opportunity to comment on the Proposed Remediation
Plan before Company submits it to DOE and the public for approval and shall be given an opportunity to
comment on proposed Restrictive Covenants as they are proposed and negotiated by Company and/or
DOE. Buyer shall submit such comments to Company within twenty (20) days of receipt of the Proposed
Remediation Plan or Restrictive Covenants, as applicable. Company shall give due consideration to such
comments prior to making further submittals to DOE. Company shall reasonably pursue negotiation of
the Proposed Remediation Plan and Restrictive Covenants. In the event Company fails to negotiate an
Approved Remediation Plan, Buyer shall have the right to terminate this Agreement. Upon such
termination, Company shall return the Initial Earnest Money to Buyer and the Escrow Holder shall
disburse any remaining funds then held in Escrow to Buyer.
6.4.3 Upon receipt of DOE's approval of the Proposed Remediation Plan, Company
shall promptly transmit a copy to Buyer and shall thereafter provide Buyer with copies of any
correspondence with DOE relating to performance under, enforcement of or amendment of the Approved
Remediation Plan.. Company further agrees to provide Buyer with a reasonable opportunity to review
and comment on any proposed changes to the Approved Remediation Plan.. Buyer shall submit such
comments to Company within twenty (20) days of receipt of the proposed amendment. Company shall
give due consideration to such comments prior to making further submittals to or agreements with DOE.
6.5 Schedule of Performance. Company shall perform the Approved Remediation Plan
according to the schedule approved by DOE in the Approved Remediation Plan (as such may be amended
from time to time by the Company with Buyer comments as provided in Section 6A.3, and DOE
approval).
6.6 Commencement of Approved Remediation Plan Work
6.6.1 Company shall commence Capital Remediation Work within a reasonable time
after obtaining the Remediation Bid Price and in any event in accord with the schedule set forth in the
Approved Remediation Plan.
6.6.2 Buyer shall not begin any Monitoring Work until after the Close of Escrow
6.7 ComDanv's Existing Remediation Obligations. Pursuant to the Agreed Order DE
92TC-N328 between Company and DOE executed on October 25, 1993, Company is obligated to
and is performing certain remediation activities on the Property ("Existing Remediation Obligations').
Company shall continue to perform the Existing Remediation Obligations until such time DOE agrees in
writing otherwise, and nothing herein shall be construed to alter such obligations.
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6.8 Payment for Coital Remediation Work
6.8.1 Company has agreed to pay for the Capital Remediation Work out of funds
deposited by Buyer into Escrow and, if such funds are not sufficient, Company agrees to pay any
remaining balance.
6.8.2 Payment and Performance Bond.
6.8.2.1 Prior to commencing any Capital Remediation Work, Company shall
secure a payment and performance bond in an amount equal to or more than the Remediation Bid Price
established pursuant to Section 6.10. ("Payment and Performance Bond'). Company shall provide to
Buyer a copy of the Payment and Performance Bond within ten (10) days of receipt from surety. The
surety shall not release the Payment and Performance Bond until the Company has received consent from
DOE that the Monitoring Work may commence.
6.8.2.2 The Payment and Performance Bond shall:
Buyer; 6.8.2.2.1 Be on a Company -procured form reasonably acceptable to
6.8.2.2.2 Be signed by a surety (or sureties) that:
(i) Is registered with the Washington State Insurance Commissioner; and
(ii) Appears on the current Authorized Insurance List in the State of
Washington published by the Office of the Insurance Commissioner.
6.8.2.2.3 Be conditioned upon the faithful performance of the Capital
Remediation Work by the Company or its employees, contractors, subcontractors, or lower level tier
subcontractors of Company within the schedule approved by DOE in the Approved Remediation Plan (as
may be amended from time to time by DOE); and
6.8.2.2.4 Guaranty that the surety shall arrange for the proper
completion of the Capital Remediation Work if Company fails to properly perform and/or complete the
Capital Remediation Work; and
6.8.2.2.5 Guaranty that the surety shall indemnify, defend, and protect
Buyer against any claim of direct or indirect loss resulting from the failure of the Company (or the
contractors, subcontractors, or lower tier subcontractors of the Company) to pay all laborers, mechanics,
contractors, subcontractors, lower tier subcontractors, materialperson, or any other person who provides
supplies or provisions for carrying out the Capital Remediation Work.
6.8.2.3 Buyer may require said sureties or surety companies on the Payment and
Performance Bond to appear and qualify themselves as provided above. If the surety or sureties thereafter
cease to qualify, Buyer may, upon written demand, require Company to furnish additional surety to cover
any remaining Capital Remediation Work. Until the added surety is furnished, disbursements from
Escrow by the Escrow Holder, as provided in Section 33.2.2.3, shall cease.
6.9 Payment for Monitoring Work With respect to Monitoring Work, Company will pay
Buyer out of Escrow, within three (3) business days after Buyer's making the deposit specified in Section
33.2.1, the sum of Eight Hundred Seventy -Two Thousand Five Hundred and no/100 Dollars
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($872,500.00) ("O&M Payment"). Buyer agrees to accept the O&M Payment as full and complete
payment for any Monitoring Work. If the actual cost of the Monitoring Work is less than the O&M
Payment, Buyer shall retain the difference; if the actual cost of the Monitoring Work is greater than the
O&M Payment, Buyer shall pay for the difference.
6.10 Remediation Bid Price. Upon receipt of the Approved Remediation Plan and within the
schedule of performance as set forth therein, Company shall, in its discretion, negotiate or bid the Capital
Remediation Work with a third party or parties selected by Company. The final agreed price for the
Capital Remediation Work resulting from such negotiations or bids (which price myst be satisfactory to
Company in its discretion) is referred to herein as the "Remediation Bid Price."
6.11 Company shall be solely responsible to perform the Capital Remediation Work and shall
be solely responsible for the health and safety of workers performing the Capital Remediation Work. The
parties expressly acknowledge and agree that Buyer does not control or direct any aspect of the Capital
Remediation Work. Company, its successors and assigns, will protect, save, defend, and hold harmless
Buyer, its authorized agents and employees, from all claims, actions, costs, damages, or expenses of any
nature whatsoever to the extent caused by the acts or omissions of Company, its agents, contractors,
consultants, or employees related to the Capital Remediation Work, provided that this indemnity shall not
apply to claims based on the existence of Contamination on the Property after Close of Escrow and/or
alleged exposures to Contamination from the Property after Close of Escrow. Further, the obligations in
this section shall not include such claims, costs, damages, or expenses to the extent caused by the acts of
Buyer or its agents, contractors, consultants or employees; PROVIDED further, that if the claims or
damages are caused by or result from the concurrent acts of (a) Buyer, or its agents, contractors,
consultants or employees and (b) Company, or its agents, contractors, consultants, or employees, or
involves those actions covered by Ch. 4.24.115 RCW, this indemnity provision shall be valid and
enforceable only to the extent of the acts of Company or Company's agents, contractors, consultants, or
employees. Company specifically assumes potential liability for actions brought by Company's own
employees against Buyer to the extent covered by the indemnification in this Section 6.11 and, solely for
the purposes of this indemnification and defense, Company specifically waives any immunity under the
Washington State industrial insurance law, Title 51 RCW. This waiver has been mutually negotiated by
the parties. The indemnification provisions in this section shall survive the expiration or termination of
this Agreement.
6.12 Progress Reports. During the term of this Agreement, Company shall provide Buyer with
a copy of the Progress Reports furnished DOE on the progress of the Capital Remediation Work.
6.13 CompansLiquidated Damages.
6.13.1 Buyer and Company agree that if Company terminates this Agreement due to a
default by Buyer, Company will suffer damages (including but not limited to loss of other potential
buyers, unrecoverable marketing, sales and processing costs and costs of holding Property beyond the
term of Escrow and potential loss of market value), and will be entitled to compensation for these
damages, but such damages will be extremely difficult and impractical to ascertain because the damages
to which the Company will be entitled in a court of law will be based in part on the difference between
the actual value of the Property at the scheduled Close of Escrow and the Purchase Price for the property
as set forth in this Agreement, which difference must be based on opinions of value of the Property,
which can vary in significant amounts; and it is impossible to predict, as of the date hereof, whether the
value of the Property will increase or decrease as of the scheduled Close of Escrow, and Buyer desires to
limit the amount of damages for which Buyer might be liable, and Buyer and Company wish to avoid the
costs and lengthy delays which would result if the Company filed a lawsuit to collect its damages for
breach of this Agreement.
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6.13.2 In the event of termination of this Agreement by Company as a result of a default
by Buyer, Company shall be entitled to the following liquidated damages, which shall constitute the sole
and exclusive remedy of Company on account of the default of Buyer.
6.13.2.1 The amount of the Initial Earnest Money and, if and to the extent paid
the Additional Earnest Money and any payments made for Capital Remediation Work shall
constitute liquidated damages to Company, and Buyer shall retain the O&M Payment and the
Escrow Holder shall disburse any remaining funds then held in Escrow to Buyer (including the
Additional Earnest Money if not yet disbursed to Buyer). Upon termination of this Agreement
and payment of all required liquidated damages, the Escrow Holder shall disburse any remaining
funds then held in Escrow to the Buyer and shall return the Deed to Company.
6.13.2.2 The parties recognize that the Approved Remediation Plan will include
elements that Company would normally not include in its rmediation plan for the Property and,
accordingly, from and after submission of the Revised Feasibility Study to DOE, the minimum
amount of liquidated damages shall be the difference between the reasonably estimated cost of
the Approved Remediation Plan (or the Revised Feasibility Study, if the Approved Remediation
Plan has not been issued) and the amount of the reasonably estimated cost of the clean up of the
Property, which is reasonably believed DOE would have approved prior to the submission of the
Revised Feasibility Study, to a maximum amount of Six Hundred Thousand Dollars and no/100
($600,000.00) (such difference being referred to as the "Enhanced Remediation Compensation).
6.13.2.3 To the extent Company has received and retains the Initial Earnest
Money and/or the Additional Earnest Money and/or payments for Capital Remediation Work,
such sums shall be credited against the Enhanced Remediation Compensation, and it is therefore
the expectation of the parties that upon payment of the Additional Earnest Money, any sums due
for the Enhanced Remediation Compensation will be fully covered. The liquidated damages
described above shall constitute the sole and exclusive remedy of Company on account of
termination of the Agreement based on the default by Buyer from and after Company submits the
Revised Feasibility Study to DOE. Upon such termination of this Agreement, the Escrow Holder
shall disburse to Company from Escrow the Enhanced Remediation Compensation, to the extent
any amount remains owing, disburse to Buyer any remaining funds then held in Escrow, and
return the Deed to Company.
6.14 Buyer's Election of Remedies Before Closing In the event of a default or breach of this
Agreement by Company, Buyer may at its sole discretion elect to either:
6.14.1 Terminate this Agreement, retain the O&M Payments, and Company shall refund
to Buyer the Initial Earnest Money, the Additional Earnest Money (to the extent paid) and any payments
made for Capital Remediation Work, and Escrow Holder shall disburse any remaining funds then held in
Escrow to Buyer and return the Deed to Company; or
6.14.2 Obtain specific performance through completion of the Capital Remediation
Work under the Payment and Performance Bond and recording the Deed.
6.15 Buyer's Election of Remedies After Closin,�. In the event of a default or breach of this
Agreement by Company after Closing (including any breach of any representation or warranty of
Company), Buyer shall be entitled, as its sole and exclusive remedies, to (i) obtain specific performance,
or (ii) perform any physical work that Company has failed to perform (or that is required to cure the
breach of any representation or warranty) and/or defend any action and pay any judgment that Company
has fail to defend and/or pay as required hereunder, and to recover from Company the cost of such cure
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(including attorneys fees at rates normally charged in the private sector, to the extent Buyer incurs such
fees in the defense of any action that Company was required to defend), together with statutory interest
from the time of expenditure.
6.16 Notice and Opportunity to Cure. If either party believes the other to be in default
hereunder, it shall deliver to the defaulting party written notice of the default. The defaulting party shall
have thirty (30) days to cure the default; provided that if the default is of such a nature that the cure
cannot with diligence be completed within such time period and the defaulting party has commenced
meaningful steps to cure promptly after receiving the default notice, the defaulting party shall have such
additional period of time as is reasonably necessary to effect cure using reasonable best efforts to
complete such cure as expeditiously as practical, provided further that no such cure period shall extend
the dates under the schedule of performance as set forth in the Approved Remediation Plan.
Section 7. Conditions Outside of Escrow,• Buyer's Confirmation of Due Diligence
7.1 Company's Disclosures. Company has provided Buyer the opportunity to review the
following documents, which are hereinafter referred to as "Disclosure Documents": (i) environmental
reports provided to DOE and/or to other governmental agencies in connection with the Property, if any;
and (ii) pertinent leases, contracts, soils engineering reports, soils compaction reports, toxic and
geological studies, endangered species studies, conserved habitat and/or wetlands studies, development
agreements, letters or reports received from governmental entities and other documents pertaining to the
Property (excluding, however, any documents disclosed on the Preliminary Title Report or any
supplementary report). Buyer acknowledges and accepts that the Disclosure Documents include only
those documents in existence and actually known to the Company representative, Mark Brearley, the
Project Professional at Company with the most recent direct responsibility for the Property, which the
foregoing reasonably believes would be material to a reasonable person or entity purchasing the Property.
These are the documents actually relied upon by Mr. Brearley in making environmental decisions and
representations relating to the Interim Action Plan and in developing the Feasibility Study and constitute
his regular business files and include all documents that he believes relevant to that work and decisions,
and no documents have been removed or excluded from those files in contemplation of this transaction.
A list of the Disclosure Documents is set forth on Exhibit K attached hereto and incorporated herein by
this reference.
7.2 Company's Representations. In order to induce Buyer to enter into this Agreement and
the transactions contemplated hereby, Company makes the representations and warranties set forth in
Section 7.2.1 to Buyer as of the date of this Agreement and again as of the Closing Date:
7.2.1 Company represents and warrants to Buyer as follows:
7.2.1.1 Liti ation. Except as provided in Section 8.4, there is no claim,
litigation, proceeding or governmental investigation with which Company has been served, or, so far as is
known to Company, threatened against Company, that would affect Company's ability to convey the
Property as provided herein.
7.2.1.2 No Defaults. Neither the execution of this Agreement, the
consummation of the transactions contemplated hereby, nor the fulfillment of the terms hereof, will
conflict with or result in a breach of any of the terms, conditions or provisions of, or constitute a default
under, any agreement or instrument entered into by Company and burdening the Real Property.
7.2.1.3 No Options, Sales or Assignments. There are no existing options or
agreements to sell the Real Property or any portion thereof to any party other than Buyer.
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7.2.1.4 Tenant Leases, Licenses, Other Agreements There are no leases,
licenses or other agreements granting any person or persons the right to use or occupy the Real Property
or any portion thereof, except as reflected in the Preliminary Title Report.
7.2.1.5 Construction Liens. To the extent any improvements have been made or
will be made to the Real Property prior to the Closing Date which might form the basis of mechanics' or
materialperson's liens, Company agrees to keep the Real Property free from (or use statutory process to
bond against) any liens that would survive Closing, and indemnify, defend, protect and hold harmless
Buyer from any and all such liens and all attorneys' fees and other costs incurred by reason thereof.
7.2.1.6 Special Assessments. Company has not been notified during Company's
ownership of the Real Property of contemplated improvements to the Real Property or the area
surrounding the Real Property (except Buyer's potential use of the Property) which would result in the
assessment of a special improvement or similar lien against the Real Property.
7.3 NO OTHER OBLIGATIONS, REPRESENTATIONS OR WARRANTIES
7.3.1 COMPANY HAS UNDERTAKEN CERTAIN REMEDITION OBLIGATIONS
AS SET FORTH IN SECTIONS 6 AND 8.2 AND HAS MADE CERTAIN REPRESENTATIONS AND
WARRANTIES AS SET FORTH IN SECTION 7. SUBJECT TO SUCH COMPANY OBLIGATIONS
AND REPRESENTATIONS AND WARRANTIES, BUYER AGREES THAT THE PROPERTY IS TO
BE SOLD TO AND ACCEPTED BY BUYER "AS IS" AND "WHERE IS," WITH ALL FAULTS, IF
ANY, INCLUDING, WITHOUT LIMITATION, THE ENVIRONMENTAL CONDITION OF THE
PROPERTY, AND COMPANY DOES HEREBY DISCLAIM ANY AND ALL, AND MAKES NO
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED OF ANY KIND TO BUYER
INCLUDING, WITHOUT LIMITATION, WARRANTIES RELATING TO THE PHYSICAL
CONDITION OF THE REAL PROPERTY AND IMPROVEMENTS, IF ANY, AND PERSONAL
PROPERTY, IF ANY, OR THE HABITABILITY OF THE PROPERTY, IMPROVEMENTS OR
PERSONAL PROPERTY, IF ANY, OR THEIR SUITABILITY FOR ANY PARTICULAR PURPOSE.
7.3.2 BUYER COVENANTS, REPRESENTS AND WARRANTS THAT (IJ BUYER
HAS INSPECTED OR WILL INSPECT THE REAL PROPERTY, THE IMPROVEMENTS ON THE
PROPERTY, IF ANY, AND ALL MATTERS RELATING THERETO WHICH BUYER DESIRES; (II)
NEITHER COMPANY NOR ANYONE ON COMPANY'S BEHALF HAS MADE, OR IS MAKING,
ANY WARRANTIES OR REPRESENTATIONS RESPECTING THE REAL PROPERTY OR THE
IMPROVEMENTS ON THE PROPERTY, IF ANY, OTHER THAN THOSE EXPRESSLY SET
FORTH IN THIS AGREEMENT, IF ANY; (III) BUYER IS RELYING SOLELY ON BUYER'S OWN
INVESTIGATION OF THE REAL PROPERTY AND IMPROVEMENTS ON THE PROPERTY AND
PERSONAL PROPERTY, IF ANY, AND ALL MATTERS PERTAINING THERETO, INCLUDING
BUT NOT LIMITED TO THE ENVIRONMENTAL AND GEOTECHNICAL CONDITION OF THE
REAL PROPERTY AND PERSONAL PROPERTY, IF ANY, AND THE IMPROVEMENTS AND
PERSONAL PROPERTY, IF ANY, THE ABILITY TO DEVELOP THE PROJECT, AND THE GEO-
TECHNICAL CONDITION OF THE SOIL AND SUBSOIL; AND (IV) EXCEPT AS EXPRESSLY
SET FORTH HEREIN, BUYER IS PURCHASING THE REAL PROPERTY AND IMPROVEMENTS
"AS IS."
7.3.3 BUYER FURTHER ACKNOWLEDGES AND AGREES THAT,
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT
SHALL COMPANY BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL
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9.3.b
DAMAGES, INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR LOSS OF USE, RENTS, OR
BUSINESS OPPORTUNITY, OR BUSINESS INTERRUPTION, DIMINUTION IN VALUE, OR
MENTAL OR EMOTIONAL DISTRESS OR FEAR OF INJURY OR DISEASE.
7.3.4 BUYER ACKNOWLEDGES THAT COMPANY MAKES NO, AND
EXPRESSLY DISCLAIMS ANY, WARRANTIES OR REPRESENTATIONS CONCERNING THE
ACCURACY OR COMPLETENESS OF ANY OF THE DISCLOSURE DOCUMENTS.
7.4 Risk of Loss.
7.4.1 Risk of loss with respect to the Property shall pass to Buyer at the Close of
Escrow.
7.4.2 In the event of any material damage or destruction to the Property that occurs
prior to the Close of Escrow, Buyer shall have the right to terminate this Agreement by giving written
notice of such decision to the Company within thirty (30) business days after receiving written notice
from the Company of such damage or destruction, and Buyer shall retain the O&M Payments, and
Company shall refund to Buyer the Initial Earnest Money, the Additional Earnest Money (to the extent
paid) and any payments made for Capital Remediation Work and Escrow Holder shall disburse any
remaining funds then held in Escrow to Buyer and return the Deed to Company. For the purposes of this
section "material damage or destruction of the Property" shall mean damage or loss which is greater than
Five Hundred Thousand Dollars and no/100 ($500,000.00) to repair or restore.
7.4.3 If Buyer decides to accept the Property in its then condition following a material
damage or destruction of the Property, the Buyer shall receive all proceeds of insurance awards payable to
Company by reason of such damage or destruction.
Section 8. Environmental Matters
8.1 Prior Use / Transfer of Liability / Release.
8.1.1 Prior Use /Company's Responsibility for Capital Remediation Work. Buyer
acknowledges (i) that the Property was once used for the storage and handling of fuel hydrocarbons, and
that fuel hydrocarbons were transported across the Property and the Adjacent Properties, identified in
Exhibit I, (ii) that Contamination may be present on the Property as the result of the transportation and
handling of fuel hydrocarbons; (iii) that there exists no "no further action" letter or equivalent from the
applicable Agency for any of the Property, that no such letters may ever be issued in connection with the
Property, that Company will complete the Capital Remediation Work but will not otherwise take any
action to obtain any such "no further action" letters for the Property, and that Buyer will be responsible
for any monitoring and/or remediation of Contamination required after the Capital Remediation Work is
complete and will endeavor to obtain a no further action letter from the applicable agency following Close
of Escrow; and (iv) Buyer has had an extensive oportunity to otherwise perform and has performed
environmental due diligence on the Property. Buyer hereby agrees and stipulates that written
acknowledgement by DOE that the Capital Remediation Work as set forth in the Approved Remediation
Plan has been completed to the extent that, excepting operation and maintenance of the constructed
groundwater treatment system as set forth in Exhibit G, and that the groundwater recovery and treatment
system has demonstrated the capability of achieving design goals including, but not limited to, hydraulic
capture and treatment efficiency goals, described in the Approved Remediation Plan, shall be deemed
conclusive evidence that Company has satisfied its obligation to perform the Capital Remediation Work.
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8.1.2 Disclosure. Buyer shall disclose to any purchaser, lessee or licensee of the
Property disclosures as required by law and as set forth in the recorded Restrictive Covenants.
8.1.3 Transfer of Responsibility. In full recognition of the the matters set forth in
Section 8.1.1 above, and excepting only to the extent expressly set forth in Sections 6.11, 8.2, 8.4 and
9.2 below, Buyer, on behalf of Buyer and its affiliated or successor entities, their officers, directors,
agents, servants, employees, tenants, lessees, invitees, or guests, or by any contractor or subcontractor
employed by Buyer, or by the agents, servants, employees, invitees or guests of any such tenant, lessee,
contractor or subcontractor (individually and collectively, the `Buyer Group'), agrees that it is the express
intent of the parties that: (i) upon Close of Escrow, the risk of any Contamination on, under, within or
migrating from the Property, and the responsibility for monitoring and/or remediation of any such
Contamination and of defending and/or paying any claim based on such Contamination shall shift to
Buyer, and (ii) Company shall have no obligation for any Contamination, on, under, within, or migrating
from the Property, including but not limited to any monitoring and/or remediation thereof. Expressly, but
without limiting the generality of the foregoing, excepting only to the extent expressly set forth in
Sections 6.11, 8.2, 8.4 and 9.2 below, Company shall have no liability for monitoring, remediation,
defense costs or damages relating to any Contamination of the Property, for any subsequent imposition
upon the Company as a result of factors not previously known or for changes in any laws, regulations,
guidelines or other criteria concerning appropriate levels of cleanup of such Contamination, or for any
third -party claims resulting from any such Contamination.
8.1.4 Release. Excepting only Company's obligation to perform the Capital
Remediation Work and except to the extent expressly set forth in Sections 8.2, 8.4 and 9.2, Buyer hereby
releases Company and each member of Company Group from all claims, liability, damages, demands,
costs, expenses, and causes of action of all kinds (including but not limited to claims for contribution
under statute or common law), arising out of or in connection with the existence, assessment, monitoring
or remediation of Contamination upon, under, in, or migrating from the soils, sediments, groundwater,
bodies of water, surface waters, or Improvements of the Property, including without limitation any claims
for death, bodily injury, illness, or property damage or for any claims for any special, indirect, or
consequential damages (including but not limited to claims for loss of use, rents, anticipated profit or
business opportunity, or business interruption, diminution in value, natural resources damages, or mental
or emotional distress or fear of injury or illness), trespass, nuisance or otherwise, for any response costs it
may incur with respect to the Property, under any existing or future federal, state or local law, statute,
ordinance, regulation, legal cause of action or theory of any kind, including but not limited to any claim
under CERCLA, RCRA, MTCA, or similar or comparable state, federal, or local laws (individually and
collectively, "Released Claims"). Buyer further recognizes that there is a risk, that subsequent to the
Closing, Buyer will incur Released Claims or suffer loss, damage or injuries which are in some way
caused by the matters which are the subject of this release, and which may be unknown or unanticipated
at the time of Close of Escrow, and, subject to Section 10.12, Buyer assumes this risk and agrees that this
release shall apply to all such unknown or unanticipated Released Claims, loss, damage, or injury.
8.2 Company's Limited Remediation Commitment. Notwithstanding anything contained
herein to the contrary, subject to the provisions of this Section 8.2, in the event Buyer finds any
Applicable Contamination on or within the Property, which Buyer proves has migrated onto the Property
from the Adjacent Properties after Close of Escrow ("Migrated Contamination'l and such Migrated
Contamination has not been caused or exacerbated by the activities of Buyer or any member of Buyer
Group provided that Buyer's operation and maintenance according to design specifications of the
groundwater recovery and treatment system constructed as part of the Capital Remediation Work and
operated by Buyer in accordance with the Approved Remediation Plan shall not be deemed a "cause or
exacerbation" of migration, and in the event that environmental investigation and/or remediation is
required by applicable law or regulation as further specified in Section 8.2.5 below, then Company shall,
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at its sole cost and expense, investigate and remediate or cause others to investigate and remediate such
Migrated Contamination on or within the Property in accordance with a remediation plan approved by the
Agency and Buyer; provided, however, that Company's obligations hereunder shall be expressly subject
to the following limitations and conditions:
8.2.1 In the event Buyer shall discover any Migrated Contamination or shall receive
notice or claim from an Agency of such Migrated Contamination, it shall promptly give Company written
notice of said discovery or notice or claim (which notice shall in any event be given within 30 days),
addressed as set forth in the notices provision of this Agreement.
8.2.2 Buyer shall cooperate with Company by granting Company a license (which
shall contain reasonable terms and conditions applicable to Company, its agents and consultants for
access to the Property), upon reasonable notice and at mutually convenient times, for prompt access to the
Property at no cost to Company, for the purpose of investigating any claim of Migrated Contamination,
and taking any necessary, appropriate, or desirable response actions to actual or alleged Migrated
Contamination, including, without limitation, excavation, sampling, or installing, operating, maintaining
or removing any monitoring or remedial equipment, devices or systems ("Migrated Contamination
Activities"). Company shall coordinate any Migrated Contamination Activities so as to minimise, to the
fullest extent practical, any disruption of Buyer's activities on the Property. Upon completion of
Migrated Contamination Activities, Company shall restore the Property to its original condition as it
existed prior to Company's entrance on the Property or to a condition mutually agreed to in writing by the
parties. This restoration work shall be done at the sole expense of Company and to the reasonable
satisfaction of Buyer.
8.2.3 Company's obligations under this Section 8.2 extend only to investigation and
remediation of Migrated Contamination made necessary by Company's and Company's Group's
activities, and do not extend to liability for any Contamination or migration or exacerbation of Migrated
Contamination (i) due to acts or omissions of Buyer or any member of the Buyer Group or Buyer's
successors or assigns, or (ii) due to the acts or omissions of any third party, including but not limited to
BNSF and other past, present and future owners, invitees, and users of the right of way adjacent to the
Property.
8.2.4 Company's obligations under this Section 8.2 are limited to the investigation and
remediation of Migrated Contamination and do not extend to any responsibilities or claims assumed by
Buyer under Section 8.1.3 or released by Buyer pursuant to Section 8.1.4. Without limiting the
generality of the foregoing, but subject to Company's obligation to minimise, to the fullest extent
practical, any disruption of Buyer's activities on the Property as a result of Company's Migrated
Contamination Activities, Company's obligations hereunder do not extend to any consequential damages,
or to any cost or expense for construction, engineering, operation or maintenance requirements for any
development of the Property necessary or claimed to be necessary by reason of any Contamination.
8.2.5 Company's obligations under this Section 8.2 shall be in accordance with a clean
up plan approved by Agency, provided that Company's obligations shall apply only with respect to
Contamination levels in excess of the levels specified under the Approved Remediation Plan and
Company shall not be responsible in any way for any changes in MTCA or other laws or otherwise for
any more stringent cleanup levels after adoption of the Approved Remediation Plan.
8.2.6 Company Indemnification.
8.2.6.1 Subject to Sections 8.2.2 and 8.2.4, Company, its successors and
assigns, will protect, save, defend, and hold harmless Buyer, its authorized agents and employees, from
all claims, actions, costs, damages, or expenses of any nature whatsoever to the extent caused by the acts
or omissions of Company Group and any of its agents, contractors, consultants, or employees in carrying
out Company's remediation of Migrated Contamination. The obligations in this section shall not include
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such claims, costs, damages, or expenses to the extent caused by the acts of Buyer or its agents,
contractors, consultants or employees; PROVIDED further, that if the claims or damages are caused by or
result from the concurrent acts of (a) Buyer, or its agents, contractors, consultants or employees and (b)
Company Group, or any of its agents, contractors, consultants, or employees, or involves those actions
covered by Ch. 4.24.115 RCW, this indemnity provision shall be valid and enforceable only to the extent
of the acts of Company or Company's agents, contractors, consultants, or employees.
8.2.6.2 Company specifically assumes potential liability for actions brought by
Company's own employees against Buyer to the extent covered by the indemnification of Section 8.2.6.1
and, solely for the purpose of this indemnification and defense, Company specifically waives any
immunity under the state industrial insurance law, Title 51 RCW. This waiver has been mutually
negotiated by the parties.
8.2.6.3 The indemnification provisions in this paragraph shall survive the
expiration or termination of this Agreement.
8.3 Company Insurance. During such times Company will be entering onto the Property to
perform Migrated Contamination Activities, Company shall, at its sole expense, secure and maintain in
effect a policy providing public liability insurance issued by an insurer licensed to conduct business in the
State of Washington. The insurance policy shall provide liability coverage for any and all claims of
bodily injury, property damage, and personal injury arising from Company's use of the Property. The
insurance policy required by this section shall provide coverage as follows:
8.3.1 Coverage in an amount no less than Two Million and no/100 Dollars
($2,000,000.00) bodily injury and property damage or combined single limit of liability per occurrence,
with a general aggregate limit of no less than Four Million and no/l00 Dollars ($4,000,000.00) per policy
period. Such aggregate limits shall apply for this Property location, and coverage under said policy shall
be triggered on an "occurrence basis," not on a "claims made" basis.
8.3.2 Coverage required by this section shall be at least as broad as that provided by
the most current Commercial General Liability Policy form ISO (Insurance Services Office, Inc.) policy
form CG 00 0107 98, or its equivalent without modification, and shall be endorsed to include pollution
liability coverage under ISO form CG 00 39 10 90, or its equivalent without modification, in amounts
previously stated. The use of an equivalent form shall require prior written approval by the Buyer.
Company shall provide additional endorsements and/or increase the policy limits at its sole cost, when
and if the Buyer deems it necessary due to the Buyer's use of the Property, within ten (10) days of
Buyer's written request to do so.
8.3.3 The Buyer shall be named as an additional insured by endorsement of the
liability policy required by this section utilizing ISO Form 2026 (Additional Insured — Designated Person
or Organization) or its equivalent without modification. The endorsement shall require the insurer to
provide the Buyer with not less than thirty (30) days prior written notice before any cancellation of the
coverage required by this section.
8.3.4 No changes whatsoever shall be initiated as to the coverage without prior written
approval by the Buyer and written authorization by the Buyer to make any requested changes.
8.3.5 Unless approved by the Buyer in advance and in writing, the liability coverage
required by this section shall not be subject to any deductible or self -insured retentions of liability greater
than: Five Thousand and no/100 Dollars ($5,000.00) per occurrence. The payment of any such deductible
or self -insured retention of liability amounts remains the sole responsibility of the Company.
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8.3.6 The Company assumes all obligations for premium payment, and in the event of
nonpayment, the Company is obligated to reimburse the Buyer the cost of maintaining the insurance
coverage and any legal fees incurred in enforcing such reimbursement should the Company fail to pay the
policy premiums.
8.3.7 Coverage obtained by the Company in compliance with this section shall not be
deemed as having relieved the Company of any liability in excess of such coverage.
8.3.8 The Company shall provide the Buyer with a certificate of insurance reflecting
the insurance coverage required by this section within ten (10) business days of the commencement of
Mitigated Contamination Activities. Such certificates shall also be provided upon renewal of said
policies and changes in carriers.
8.3.9 Notwithstanding the above, the Company may elect to proceed pursuant to the
Company's primary liability policy, which shall provide an equivalent or greater level of insurance. In the
event of default of the Company's primary liability policy, the prior provisions of Section 8.3 shall apply.
8.4 Pending Lawsuit.
8.4.1 Company acknowledges that there is in existence a pending lawsuit against
Company by Harbor Square Associates, LLC and the Port of Edmonds filed under Snohomish County
Cause No. 03-2-12545-6 alleging that property adjacent to the Property was contaminated by Company
("Pending Lawsuit"). Notwithstanding any other provision of this Agreement, including but not limited
to any release or undertaking to defend by Buyer, Company shall remain responsible for the defense of
such action and shall be responsible for any liability, if any, found thereunder.
8.4.2 Company, its successors and assigns, will protect, save, defend and hold
harmless Buyer, its authorized agents and employees, from all claims, actions, costs, damages, or
expenses of any nature whatsoever to the extent based on the pre -Closing acts of Company, its agents,
contractors, consultants, or employees that are the subject of the Pending Lawsuit, including the cost of
defense of Buyer if Buyer is alleged to be liable for the pre -Closing acts of Company or pre -Closing
Contamination of property adjacent to the Property as alleged in the Pending Lawsuit.
Section 9 Responsibility for Third Party Claims
9.1 Buyer's Responsibility for Third Party Claims
9.1.1 Buyer acknowledges that, excepting only to the extent expressly set forth in
Sections 6.11, 8.2, 8.4 and Section 9.2, Buyer is assuming, effective on the Close of Escrow, full
responsibilty for the Property and all claims by or obligations to third parties relating to the Property, its
development or operations. The parties acknowledge that Company or Company Group may be named in
any claim or action brought by a third party notwithstanding that Buyer has accepted responsibility. In
order to implement Buyer's assumption of responsibility, Buyer, for itself and on behalf of Buyer Group,
shall be solely responsible for the defense and payment (if required) of any and all claims, liability,
damages, demands, costs, expenses, and causes of action of all kinds, including but not limited to claims
of the death, illness, or injury of any person or persons, including but not limited to members of Buyer
Group, and/or from damage to or loss or destruction of any property (real or personal) arising out of or in
connection with (i) the performance or non-performance of any action or obligation under this Agreement
by Buyer Group; or (ii) the possession or use of or operation on, under or within the Property or the
holding of any interest in the Property or any condition existing or occurring on, under or within the
Property after Close of Escrow, including but not limited to matters relating to any Contamination
existing on, under or within, or migrating from the Property (all of the foregoing individually and
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collectively referred to in this Agreement as "Assumed Claims"). Buyer's obligations under this Section
9.1 shall apply in every event, whether such Assumed Claims arise pursuant to subsections (i) or (ii)
above, whether Buyer or Buyer Group is named in the claim, whether Company is alleged or proven to
have been negligent, actively or passively, or to be strictly or absolutely liable. Buyer's obligations in
this Section 9.1.1 shall not include such claims, costs, damages, or expenses to the extent caused by the
acts of Company Group or any of its agents, employees, contractors or consultants; Provided that, other
than claims based on the existence of Contamination on the Property after Closing of Escrow and/or
alleged exposures to Contamination of the Property after Closing of Escrow, which claims shall be
covered by this Section 9.1.1 regardless of the alleged cause.
9.1.2 Notwithstanding anything contained herein to the contrary, however, Buyer shall
not be required to indemnify Company Group hereunder for any claim made by a person who is not a
government entity or who is not a member of the Buyer Group which claim Buyer proves is the result of
Migrated Contamination which has not been exacerbated by the acts of any member of the Buyer Group
("Third Party Claims").
9.1.3 Buyer's releases and assumption of responsibilities in this Section 9.1 shall not
be construed to mean that Company has, in any way, any liability to Buyer Group for claims not covered
by such releases and/or assumptions of responsibilities.
9.1.4 In the event the obligations hereunder provided for are found in a Final Judgment
entered by a court of competent jurisdiction to exceed that permitted by applicable law, such obligations
shall be construed so as to create the maximum protection for Company Group.
9.1.5 Buyer's obligations with respect to Assumed Claims shall survive any
termination of this Agreement; provided, however, that in the event of a termination of this Agreement
without Escrow closing, Buyer's obligations hereunder shall be limited to Assumed Claims arising under
Section 9.1.1 (i) above.
9.1.6 For the limited purpose of this Section 9.1, Buyer expressly waives immunity
from suit under the Industrial Insurance Act (Title 51 RCW) to the extent that such waiver is expressly
required by the laws of Washington.
9.1.7 As Buyer is assuming ownership and responsibility for the Property (including
any obligations relating to remediation and/or monitoring of Contamination arising out of conditions on
the Property), any obligations of Company pursuant to that certain Agreement for Sale of Real Property
and Escrow Instructions dated April 20, 2001 for the property described on Exhibit J (the "Marina Beach
Agreement") or the Agreement and Declaration of Covenants, Conditions, Environmental and Use
Restrictions, Waiver and Release recorded under Snohomish County Auditor's Number 20012200730
and arising out of Contamination emanating from the Property shall be deemed assumed by Buyer as of
Closing, and any claims relating thereto shall be Assumed Claims.
9.2 Company's Responsibility for Third Party Claims Company acknowledges that
although no evidence of existing offsite migration of Contamination from the Property, excepting the
claims set forth in the pending lawsuit described in Section 8.4 above, is currently known to exist, it is
possible that future claims of migration of Contamination onto offsite properties resulting from
Company's historical operations on the Property could be made against the Company. Notwithstanding
Buyer's liability for potential environmental releases after the Close of Escrow, Company shall retain
liability for claims made with respect to environmental migration of Contamination onto offsite properties
resulting from Company's historical operations on the Property to the extent the physical migration of
Contamination occurred prior to Close of Escrow.
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Section 10. General Provisions
10.1 Assi meat.
10.1.1 Assignment Prior to Close of Escrow. Neither party shall assign its interest in
this Agreement prior the Close of Escrow.
10.1.2 Assignment After Close of Escrow. This Agreement will be binding upon and
inure to the benefit of the parties' respective successors and assigns. After the Close of Escrow either
party may assign their interests in this Agreement that survive the Close of Escrow to a third party;
provided that the assignee has assumed all the obligations, duties and liabilities, then in effect, of the
assignor under this Agreement. The assignor agrees to incorporate the terms of this Agreement by
reference in any deed or other legal instrument by which it divests itself of any interest in all or a portion
of the Property, and to require that the assignee/grantee specifically assume all of the obligations of
Assignor under this Agreement. The assignor further agrees to give written notice to the other party of
the transfer of any interest in all or a portion of the Property on the date of closing for such transfer. Such
notice to the other party shall include the name, address, and telephone number of the assignee or the
assignee's representative. The failure of the assignor to perform any act required by this subsection shall
not impair the validity of this Agreement or limit its enforceability in any way. If Buyer assigns this
Agreement to another Public Agency, Buyer shall be relieved of liability accruing hereunder after the date
of such assignment. If Buyer assigns this Agreement to any person or entity other than another Public
Agency, Buyer shall remain liable for Buyer's responsibilities and obligations hereunder until written
confirmation from Ecology that the Monitoring Work has been completed in accordance with the
Approved Remediation Plan and such monitoring is no longer required.
10.2 No Partnership or Agency. Buyer and Company agree that nothing contained herein shall
be construed as creating the relationship of principal and agent or of partnership or of joint venture or of
any other form of legal association which would impose liability upon one party for the act or failure to
act of another party.
10.3 Approvals. All approvals called for herein shall be in writing and all time limits, unless
otherwise stated, shall commence upon the opening of Escrow which shall be the date that a duly
executed duplicate original of this Agreement is deposited into Escrow by the parties hereto.
10.4 Commission(s). Buyer and Company each hereby warrants and represents to the other
that such party has not employed any broker, finder or agent, and has not agreed to pay or otherwise
include any brokerage fee, finder's fee or commission with respect to the transaction contemplated by this
Agreement nor has such party dealt with anyone purporting to act in the capacity of a broker or finder
with respect thereto. Buyer hereby indemnifies and agrees to hold Company and Company Group
harmless from any claims resulting from a breach of this section by Buyer, and Company hereby
indemnifies and agrees to hold Buyer and Buyer Group harmless from any claims resulting from a breach
of this section by Company.
10.5 Notices. Any notices, requests, approvals or elections hereunder shall be in writing and
shall be deemed received when (a) personally served, or (b) three (3) days after mailing by certified or
registered United States mail, return receipt requested, postage prepaid, or (c) one (1) day after deposit
with a national overnight courier for next -day delivery, addressed to Buyer as follows:
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Attn: Tim McGuigan
Director of Contracts and Legal Services
2911 Second Avenue
Seattle, WA 98121
Telephone: (206) 515-3601
with a copy to:
Attn: Russ East
Director, Terminal Engineering
2911 Second Avenue
Seattle, WA 98121
Telephone: (206) 515-3701
with a copy to:
Attn: Bryce Brown, Esq.
Senior Counsel
Office of the Attorney General
905 Plum Street
PO Box 40113
Olympia, WA 98504-0113
Telephone: (360) 753-4962
and addressed to Company as follows:
Unocal RRMC
P.O. Box 399
Edmonds, WA 98020
Attn: Mark Brearley
Facsimile: (425) 640-7601
Telephone: (425) 640-7610
with two copies to:
Union Oil Company of California
Attn: All Tracy, Esq.
And Attn: Karen Bruton
Facsimile: (714) 577-3322 (Ms. Bruton)
Facsimile: (714) 577-2980 (Ms. Tracy)
Telephone: (714) 577-2808 (Ms. Bruton)
Telephone: (714) 577-3542 (Ms. Tracy)
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with a copy to:
Buck & Gordon, PLLC
2025 First Avenue, Suite 500
Seattle, WA 98121
Attn: William Block, Esq.
Facsimile: (206) 382-9540
Telephone: (206) 626-0675
and addressed to ESCROW HOLDER as follows:
Chicago Title Company
3030 Hoyt Avenue
Everett, WA 98201
Telephone: (425) 259-8205
10.6 Integration. This instrument and the exhibits hereto contain the entire agreement between
Buyer and Company respecting the Property and the subject matter of this Agreement. Any agreements
or representations covering the Property or the subject matter of this Agreement that are not set forth in
this Agreement are of no effect.
10.7 Survival. The covenants, agreements, representations and warranties made in this
Agreement shall survive the Close of Escrow unimpaired and shall not merge into the conveyance
documents and the recordation thereof.
10.8 Interpretation. Each party has reviewed this Agreement, and any question of doubtful
interpretation shall not be resolved by any rule or interpretation providing for interpretation against the
drafting party. This Agreement shall be construed pursuant to the laws of the State of Washington. The
captions and headings contained herein are for convenience only and shall not affect the meaning or
interpretation of this Agreement. Unless otherwise specified or the meaning otherwise requires, Section
references contained herein refer to this Agreement.
10.9 Waiver. No waiver of any of the provisions of this Agreement shall be deemed or shall
constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a
continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.
10.10 Time. Time is of the essence of each provision of this Agreement. Notwithstanding the
foregoing, however, should the calculation of any time period provided for herein result in any obligation
becoming due upon, or scheduled time for an event occurring on, a Saturday, Sunday or legal holiday,
then such due date or scheduled time shall be delayed until the next business day.
10.11 Counterparts. This Agreement shall be executed in three counterparts and all
counterparts so executed shall constitute one Agreement binding on the parties hereto.
10.12 Severability. Should any provisions of this Agreement be held invalid or unenforceable
by a court of competent jurisdiction, then the party who lost the benefit of such provision shall be
compensated by the other party in the monetary amount of the value of the lost provision, and if the
parties cannot agree on such value, either party may invoke the dispute resolution provisions of Section
10.17.
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10.13 No Third Party Beneficiaries. Unless assigned by either parry to a third -party pursuant to
the terms of Section 10.1 of this Agreement, nothing in this Agreement, whether expressed or implied, is
intended to confer any rights or remedies under or by reason of this Agreement on any person other than
the parties to it, nor shall any provision give any third parties any right of subrogation or action against
any party to this Agreement.
10.14 Attorneys' Fees. If any legal action or proceeding, including but not limited to
arbitration, is brought for the enforcement or for a declaration of rights and duties under this Agreement,
or because of an alleged dispute, breach or default in connection with any of the provisions of this
Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and other costs
incurred in such action or proceeding, in addition to any other relief to which such party may be entitled
In calculating the attorneys' fees payable to a State of Washington agency, such fees shall be computed
on the basis of the fees that would reasonably have been incurred had a private law firm been engaged to
perform the work.
10.15 Successors and Assigns. Subject to the provisions of Section 10.1 hereof, this
Agreement, and all surviving terms hereof, shall be binding upon and inure to the benefit of the parties'
respective successors and assigns.
10.16 Authority to Enter Agreement. Each of the signatories hereto hereby represents and
warrants that he or she has the right, power, legal capacity and authority to execute into this Agreement
and to bind the entity he or she represents to this Agreement and the obligations hereunder.
10.17 Resolution of Disputes and Venue.
10.17.1 Any dispute under this Agreement shall be referred to nonbinding mediation.
Such dispute shall be submitted to a mediator reasonably agreed upon by the parties. In the event that
mediation is unsuccessful in resolving any dispute arising under this Agreement, neither party shall
thereafter be precluded from filing a civil action in a court of competent jurisdiction. Venue for any such
civil action is specifically agreed to be Snohomish County, Washington.
10.17.2 A party claiming a dispute may initiate mediation proceedings by serving the
other party with a written request for mediation. The two parties shall then seek to mutually agree upon
the mediation process, who shall be the mediator, and any other matter pertinent to mediation. If the
parties cannot agree on all such issues within the time they are mutually willing to discuss them, the party
claiming the dispute may proceed to file a civil action in a court of competent jurisdiction as provided in
Section 10.17.1.
10.17.3 Each party shall bring to any mediation session, unless excused from doing so by
the mediator, a representative from its side with full settlement authority. In addition, each party may
bring counsel and such other persons as needed to contribute to a resolution of a claim.
10.17.4 If so requested by a party, the mediator, once familiar with the case, shall give in
confidence to the party requesting the information a non -binding recommendation on possible settlement
conditions, and/or an opinion on the probable outcome of the case if it were to be resolved by litigation,
including its range of value.
10.17.5 The mediation process is to be considered settlement negotiations for the
purpose of all state and federal rules protecting disclosures made during such conference from later
discovery or use in evidence; provided that any settlement executed by the parties shall not be considered
confidential and may be disclosed.
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9.3.b
10.17.5.1 Evidence of anything said, or of any admission made, in the course of
the mediation is without prejudice and is not admissible in evidence under Rule 408 of the Rules of
Evidence for any purpose, including impeachment, and disclosure of such evidence shall not be
compelled in any civil action.
10.17.5.2 No document or copy thereof prepared for the purpose of, in the
course of, or pursuant to the mediation shall be admissible in evidence, and disclosure of such document
or copy shall not be compelled, in any civil action.
10.17.5.3 No stenographic or other record of the mediation session(s) shall be
made except to memorialize a settlement record.
10.17.5.4 All conduct, statements, promises, offers, views, opinions, oral or
written, made during the mediation by any party or agent are confidential and, where appropriate, are to
be considered work product and privileged Such conduct, statements, promises, offers, views and
opinions shall not be subject to discovery and shall not be admissible for any purpose, including
impeachment, in any civil action involving the parties.
10.17.5.5 The limitations of this Section 10.17.5 do not affect the discovery or
admissibility of facts, opinions,. statements, documents or other evidence existing or developed
independent of the mediation proceedings, and the discoverability or admissibility of such evidence is not
changed or affected because of its use in the mediation.
10.17.6 The parties may waive any of the confidentiality provisions of Section 10.17.5
through a written waiver or consent to disclosure.
10.17.7 Each of the parties hereto waives the right to trial by jury in any action, suit,
proceeding or counterclaim of any kind arising out of or related to this Agreement or any obligation
contained herein.
10.18 Confidentialitv. Should any potentially exempt records become the subject of a request
for public disclosure, Buyer shall use its best efforts to immediately notify Company of such request and
the date by which it anticipates responding, which date shall in no event be less than eight (8) days after
Buyer's first notice of the disclosure request to Company. Company must then within eight (8) days of
receipt of said notice in writing to Buyer (a) specifically identify each record, or part thereof, and (b)
fully explain why such record(s) contain proprietary information that is exempt from disclosure under
RCW 42.17.310(i)(h) or is subject to protection pursuant to Chapter 19.108 RCW or other state law so
that Buyer may consider each record and explanation in responding to the requester. If Company fails to
specifically identify potentially exempt records or parts thereof, or fails to fully explain why such records
are not subject to disclosure within that eight (8) day period, Buyer may make such disclosure. If
Company made timely record identification and explanation as to why the records are exempt and Buyer,
in its sole discretion, believes Company has a valid claim that the records contain proprietary information,
trade secrets, confidential information, or other exempt material, Buyer shall deny the request for
disclosure of such records, or excise such information prior to disclosure, or Company, at its sole expense,
may seek a judicial declaration of the rights of the parties. If such denial of a request for disclosure of
records or excision of information is challenged in court, Company agrees that it will, at its sole expense,
defend the non -disclosure of information and shall indemnify Buyer for any and all penalties assessed and
costs (including the fees and costs of Buyer's attorneys) that Buyer incurs in such defense including any
attorney's fees assessed against Buyer under RCW 42.17.340(4). If prior to, during, or after judicial
consideration Buyer in its sole discretion believes Company does not have a valid claim, it shall so notify
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9.3.b
Company not less than three (3) days prior to the date Buyer intends to make the disclosure to allow
Company to take such further action as Company deems appropriate prior to disclosure.
10.19 Cooperation. The parties agree to mutually cooperate in fiutherance of the purpose and
intent of this Agreement. Except as otherwise provided herein, in addition to the acts and deeds recited
herein and contemplated to be performed, executed and/or delivered by Company or Buyer, Company and
Buyer hereby agree to perform, execute and/or deliver, or cause to be performed, executed and/or
delivered, at the Close of Escrow any and all such further acts, deeds and assurances as Buyer or
Company, as the case may be, may reasonably require to (a) evidence and vest in the Buyer the ownership
of and title to the Real Property, and (b) consummate the transactions contemplated hereunder.
10.20 Advice of Counsel. Each party acknowledges that it has received advice of counsel in
connection with entering into this Agreement.
IN WITNESS WREREOF, the parties hereto have executed this Agreement for Sale of Real
Property and Escrow Instructions to be effective as of the date first above written.
"Company":
UNION OIL COMPANY OF CALIFORNIA,
a California c rporation
By. ^ , ���-/—t—V
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"Buyer":
STATE OF WASH NGTON
DEPART
MENT OF SPORTATION
By. !/l/
MIKE ANDERSON
Its: WSF Acting Director
r_
By:
6 ERALD L. GALLINGER
Its: Director of Real Estate Services
APPROVE AS TO FORM:
By: 6i
Bryce E. Bro
Ae—
Senior Co el
Office of the Attorney General
25
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9.3.b
STATE AGENCY ACKNOWLEDGMENT
STATE OF WASHINGTON
) ss
COUNTY OF KING
On this , day of 20j�av`before me personally
appeared Mike Anderson, to me known to be the dul appointed WSF Acting Director, and that he
executed the within and foregoing instrument and acknowledged the said instrument to be the free and
voluntary act and deed of said State of Washington, for the uses and purposes therein set forth, and on
oath states that he was authorized to execute said instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day of l 2005:
(Sign ►,,,,,,,t'Il�,,,' Zz,
_
,cii�L J
1rnMe'er�i►���i_ (Print or type name)
r Notary Public in an for the
residing State of Washington
VOTARY �' /
,y
—�— =
My commission expires
°F w�aN,��.•
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Packet Pg. 125
9.3.b
STATE OF WASHINGTON
) ss
COUNTY OF THURSTON
On this of __.L L C!A ,r
ZO�before me personally
appeazed 6LJAZ56=�,� D% a the d Y y appointe it lf"i, Real Estate Services, and
that he executed the within and foregoing instrument and acknowledged the said instrument to be the free
and voluntary act and deed of said State of Washington, for the uses and purposes therein set forth, and on
oath states that he was authorized to execute said instrument.
IN�WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day of
Signature)
�+v Li Y --I/1
WSDOT 1/18/2005 4:12 PM
(Print or type name)
Notary Public in and for the State of Washington
residing at CQ T
My commission expires �J— or—;
27
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9.3.b
CORPORATE ACKNOWLEDGMENT
STATE OF 6qb OLq1U,A�-
) ss
COUNTY OF JA AJ 1-U1 s0&SV 0 )
On this �� ' day offjlli'G1/�/Ly 20_a!�'before me personally
appeared _s.T F%L E,qn / to me known to be the of the
corporation that executed the 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/slwwas authorized to execute said instrument.
GIVEN under my hand and official seal the day and year last above written.
ignature)
lfli� C. SMIOERS
COMMission 115406"
I ft" Pubis - Cd xNo <
ian Luis Obispo Ccu* �pmv Comm. ion 1' (Print or type name)
Notary Public in and for the State of Washbigon
residing at a-- / /�S !>
My commission expires a&" W/
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9.3.b
EXHIBrr LIST
EXHIBIT A --
Abbreviations and Definitions
EXHIBIT B —
Property Description
EXHIBIT B-1 —
Description of Improvements
EXHIBIT C —
Preliminary Title Report, Exhibit B — Special Exceptions to Title
EXHIBIT D —
Disclosure and Use Restrictions (Proposed)
EXHIBIT E --
Special Warranty Deed
EXHIBIT F —
Capital Remediation Work
EXHIBIT G —
Monitoring Work
EXHIBIT H —
List of Disclosure Documents
EXHIBIT I —
Description of Adjacent Properties
EXHIBIT J --
Marina Beach Agreement
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9.3.b
Exhibit A
ABBREVIATIONS AND DEFINITIONS
ABBREVIATIONS
CERCLA. Comprehensive Environmental Response, Compensation and Liability Act of 1980,
42 U.S.C. § 9601 et seq., and any amendments thereto.
DOE. Washington State Department of Ecology.
MTCA. Washington Model Toxic Control Act, Chapter 70.105D RCW, and any amendments
thereto.
RCRA. Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., and any
amendments thereto.
DEFINITIONS
ADDITIONAL EARNEST MONEY. The term "Additional Earnest Money" shall mean the
disbursement from Escrow by Escrow Holder to Company in an amount equal to the lesser of (i) One
Million Five Hundred Thousand and no/100 Dollars ($1,500,000.00) or (ii) the amount remaining when
there is subtracted from Eight Million One Hundred Seventy -Five Thousand Dollars and no/100
($8,175,000.00) the sum of the Initial Earnest Money plus the O&M Payment, plus one hundred and fifty
percent (150%) of the Remediation Bid Price.
ADJACENT PROPERTIES. The term "Adjacent Properties" shall mean those properties
legally described on Exhibit I of the Agreement.
AGENCY. The term "Agency" shall mean any federal, state or local government authority,
excluding Buyer, actually asserting jurisdiction over conditions of Contamination on the Property.
AGREEMENT. The term "Agreement" shall mean this Agreement for Sale of Real Property
and Escrow Instructions and all exhibits and amendments thereto.
APPLICABLE CONTAMINATION. The term "Applicable Contamination" shall mean
Contamination of the Adjacent Properties caused by Company during its ownership of the Adjacent
Properties from use of the Adjacent Properties as a facility for the storage and handling of fuel
hydrocarbons.
APPROVED REMEDIATION PLAN. The term "Approved Remediation Plan" shall mean the
DOE approved clean up action plan for the Property which shall include the Capital Remediation Work
and the Monitoring Work.
ASSUMED CLAIMS. The term "Assumed Claims" shall mean any and all claims, liability,
damages, demands, costs, expenses, and causes of action of all kinds, including but not limited to claims
of the death, illness, or injury of any person or persons, including but not limited to members of Buyer
Group, and/or from damage to or loss or destruction of any property (real or personal) arising out of or in
connection with (i) the performance or non-performance of any action or obligation under this Agreement
Exhibit A
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9.3.b
by Buyer Group; or (ii) the possession or use of or operation on, under or within the Property or the
holding of any interest in the Property or any condition existing or occurring on, under or within the
Property after Close of Escrow, including but not limited to matters relating to any Contamination
existing on, under or within, or emanating from the Property.
BALANCE OF PURCHASE PRICE. The term `Balance of Purchase Price" shall mean the
Eight Million One Hundred Seventy -Five Thousand and no/100 Dollars ($8,175,000.00) less the amount
of the Initial Earnest Money, Buyer is required to deposit in to Escrow within thirty (30) days after full
execution of the Agreement.
BUYER. The term `Buyer" shall mean the Washington State Department of Transportation, an
agency of the State of Washington.
BUYER GROUP. The term `Buyer Group" shall mean, individually and collectively, the Buyer
and its affiliated or successor entities, their officers, directors, agents, employees, or by any contractor or
subcontractor employed by Buyer, or by the agents, or employees of any such contractor or subcontractor.
CAPITAL REMEDIATION WORK. The term "Capital Remediation Work" shall mean
remediation activities required under the Approved Remediation Plan, which work includes the capital
work for design and construction of the remedy, including soil excavation and treatment, construction of
groundwater treatment system, and establishment of a groundwater monitoring network, the details of
which are set forth in Exhibit F to the Agreement.
CLOSE OF ESCROW. The term "Close of Escrow" shall mean the performance by the Escrow
Holder of the acts necessary to close the Escrow as set forth in Section 5.7 of the Agreement.
CLOSING DATE. The term "Closing Date" shall mean the date thirty (30) days after Company
obtains written confirmation from DOE that Company has performed the Capital Remediation Work to
the extent that the Monitoring Work may commence, unless such date is extended pursuant to the terms of
the Agreement.
COMPANY. The term "Company" shall mean the Union Oil Company of California, a
California corporation.
COMPANY GROUP. The term "Company Group" shall mean, individually and collectively,
the Company and its affiliated or successor entities, their officers, directors, agents, employees, tenants, or
lessees or by any contractor or subcontractor employed by Company, or by the agents or employees of
any such tenant, lessee, contractor or subcontractor.
CONTAMINATION. The term "Contamination" shall mean any hazardous or toxic material,
substance, chemical or waste, contaminant, emission, discharge or pollutant or comparable material listed,
identified or regulated pursuant to any federal, state or local law, ordinance or regulation which has as a
purpose the protection of health, safety or the environment, including but not limited to, asbestos,
petroleum or petroleum products, methane or natural gas or wastes derived therefrom and including
hazardous materials as defined under the federal CERCI A; Hazardous Materials Transportation Act, 49
U.S.C. § 1801 et seq.; RCRA; the Clean Water Act, 42 U.S.C. § 1251 et seq., the Washington
Environmental Policy Act, RCW Ch. 43.21, the Washington Water Pollution Control Act, RCW
90.48.010 et seq., the Washington Hazardous Waste Management Act, RCW Ch. 70.105, MTCA, RCW
Ch. 70.105D, and the regulations promulgated thereunder.
Exhibit A
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9.3.b
DEED. The term "Deed" shall mean the Special Warranty Deed by which the Property will be
conveyed from Company to Buyer and which is attached to the Agreement as Exhibit E.
DISCLOSURE DOCUMENTS. The term "Disclosure Documents" shall mean the documents
Company is required to provide Buyer as provided in Section 7.1 of the Agreement, a partial list of which
are listed in Exhibit H of the Agreement.
ENHANCED REMEDIATION COMPENSATION. The term "Enhanced Remediation
Compensation" shall mean that element of liquidated damages, as provided in Section 6.13.2 of the
Agreement, Company is entitled to in the event Company terminates the Agreement for a Buyer default
after Company has submitted the Revised Feasibility Study to DOE.
ESCROW. The term "Escrow" shall mean the escrow account opened by Company with
Chicago Title Insurance Company, as provided in Section 5 of the Agreement.
ESCROW HOLDER. The term "Escrow Holder" shall mean the Chicago Title Insurance
Company, 3030 Hoyt Avenue, Everett, WA 98201.
EXISTING REM[EDIATION OBLIGATIONS. The term "Existing Remediation Obligations"
shall mean certain remediation activities on the Property Company is presently performing pursuant to
Agreed Order DE 92TC-N328 between Company and DOE" executed on October 25, 1993.
FIItPTA CERTIFICATE. The term "FIRPTA Certificate" shall mean a certificate by
Company's authorized officer to the effect that, as of the date of the Close of Escrow, it is not a foreign
person as defined in the Internal Revenue Code of 1986, as amended, and Income Tax Regulations. The
FIRPTA Certificate is substantially in the form described in Treasury Regulation Section 1.1446-
2(b)(2)(iii)(B), or otherwise within the requirements of Section 1. 1 445-2(b)(2) of that regulation and any
comparable state or local laws.
EMPROVEMENTS. The term "Improvements" shall mean all improvements, buildings and
fixtures currently located on the Real Property, with the exception of the existing pedestrian trestle, which
shall be removed by Company prior to the Close of Escrow, all apparatus, equipment and appliances used
in connection with the ownership, use and operation of the Real Property such as facilities used to provide
any utility services, all of which are described on Exhibit B-1 to the Agreement.
INITIAL EARNEST MONEY. The term "Initial Earnest Money" shall mean the One Hundred
Thousand and no/l00 Dollars ($100,000.00) Buyer is required to deposit in the Escrow Account within
five (5) business days after Escrow is opened.
MIGRATED CONTAMINATION. The term "Migrated Contamination" shall mean
Applicable Contamination on or within the Property, which Buyer proves has migrated onto the Property
from the Adjacent Properties after Close of Escrow without cause or exacerbation by Buyer.
MIGRATED CONTAMINATION ACTIVITIES. The term "Migrated Contamination
Activities" shall mean Company's investigation of any claim of Migrated Contamination, and taking any
necessary, appropriate, or desirable response actions to actual or alleged Migrated Contamination,
including, without limitation, excavation, sampling, or installing, operating, maintaining or removing any
monitoring or remedial equipment, devices or systems.
MONITORING WORK. The term "Monitoring Work" shall mean the remediation activities
required under the Approved Remediation Plan for subsequent operation of the groundwater treatment
Exhibit A
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9.3.b
system and performance of compliance monitoring, the details of which are set forth in Exhibit G to the
Agreement.
O&M PAYMENT. The term "O&M Payment" shall mean the payment to Buyer from
Company to fund the Buyer's Monitoring Work on the Real Property. The O&M Payment shall be in the
amount of Eight Hundred Seventy -Two Thousand Five Hundred and no/100 Dollars ($872,500.00).
PAYMENT AND PERFORMANCE BOND. The term "Payment and Performance Bond"
shall mean the bond obtained in accordance with Section 6.8.2 by Company, or its contractor that will
perform the Capital Remediation Work, in the amount equal to or more than Remediation Bid Price.
PENDING LAWSUIT. The term "Pending Lawsuit" shall mean the pending lawsuit against
Company by Harbor Square Associates, LLC and the Port of Edmonds filed under Snohomish County
Cause No. 03-2-12545-6 alleging that property adjacent to the Property was contaminated by Company.
PERMITTED EXCEPTIONS. The term "Permitted Exceptions" shall mean the exceptions to
title of the Property that Buyer has approved to accept.
PRELEIOINARY TITLE REPORT. The term "Preliminary Title Report" shall mean the
Preliminary Title Report No. 366420 issued by Chicago Title Company on September 3, 2004 as
supplemented on September 14, 2004 by Supplemental No. 1 for an Owners extended title policy
prepared by Chicago Title Company.
PROGRESS REPORTS. The term "Progress Reports" shall mean the reports Company is
required to submit to DOE on the activities under the Approved Remediation Plan.
PROPERTY. The term "Property" shall mean the Real Property and Improvements collectively.
PROPOSED REM EDIATION PLAN. The term Remediation Plan shall mean the plan for the
Capital Remediation Work and Monitoring Work proposed by Company and submitted to DOE for
approval.
PUBLIC AGENCY. The term Public Agency shall mean any agency of the United States; any
agency of the State of Washington; cities formed under Chapter 35.22 RCW and Chapter 35.23 RCW;
towns formed under Chapter 35.27; counties formed under Chapter 36 RCW; port districts formed under
Chapter 53 RCW; and regional transit authorities formed under Chapter 81.112 RCW.
PURCHASE PRICE. The term "Purchase Price" shall mean the total purchase price to be paid
by Buyer to Company for the Property, which is Eight Million One Hundred Seventy -Five Thousand
Dollars and no/100 ($8,175,000.00).
REAL PROPERTY. The term "Real Property" shall mean that certain real property located in
Snohomish County, Washington, and more particularly described on Exhibit B to the Agreement together
with all rights, privileges and easements appurtenant to the real property, including, but without
limitation, all minerals, oil, gas, and other hydrocarbon substances on and under the real property, all
development rights, air rights, water, water rights and any and all easements, rights -of -way and other
appurtenances used in connection with the beneficial use and enjoyment of the real property.
RELEASED CLAIMS. The term "Released Claims" shall mean, individually and collectively,
all claims, liability, damages, demands, costs, expenses, and causes of action of all kinds (including but
not limited to claims for contribution under statute or common law), arising out of or in connection with
Exhibit A
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9.3.b
the existence, assessment, monitoring or remediation of Contamination upon, under, in, or emanating
from the soils, sediments, groundwater, bodies of water, surface waters, or Improvements of the
Property, including without limitation any claims for death, bodily injury, illness, or property damage or
for any claims for any special, indirect, or consequential damages (including but not limited to claims for
loss of use, rents, anticipated profit or business opportunity, or business interruption, diminution in value,
natural resources damages, or mental or emotional distress or fear of injury or illness), trespass, nuisance
or otherwise, for any response costs it may incur with respect to the Property, under any existing or future
federal, state or local law, statute, ordinance, regulation, legal cause of action or theory of any kind,
including but not limited to any claim under CERCLA, RCRA, MTCA, or similar or comparable state,
federal, or local laws.
REMEDIATION BID PRICE. The term "Remediation Bid Price" shall mean the price for the
Capital Remediation Work resulting from the Company's negotiations or bid of such work as set forth in
the Approved Remediation Plan.
REMEDIATION DISBURSEMENTS. The term "Remediation Disbursements" shall mean
payments from Escrow by Escrow Holder to Company, as provided in Section 3.3.2.2.3, for Capital
Remediation Work performed by Company or third parties it employs to perform the Capital Remediation
Work.
RESTRICTIVE COVENANTS. The term "Restrictive Covenants" shall mean the covenants,
conditions, and restrictions, which terms and conditions conform to DOE's requirements, as applicable,
and which has been executed and acknowledged by both parties.
REVISED FEASIBILITY STUDY. The term "Revised Feasibility Study shall mean the
document that sets forth the clean up plan for the Property that contains the Proposed Remediation Plan as
the preferred alternative.
SCHEDULE OF PERFORMANCE. The term "Schedule of Performance" shall mean the
schedule for milestone dates for the completion for Capital Remediation Work as set forth in the
Approved Remediation Plan.
TITLE COMPANY. The term "Title Company" shall mean the Chicago Title Company.
TITLE POLICY. The term "Title Policy" shall mean the standard coverage Owner's
Policy of Title Insurance as further described in Section 4.2.2 of the Agreement.
THIRD PARTY CLAIMS. The term "Third Party Claims" shall mean claims made by a person
who is not a government entity or who is not a member of the Buyer Group which claim Buyer proves is
the result of Migrated Contamination which has not been exacerbated by the acts of any member of the
Buyer Group.
Exhibit A
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9.3.b
Exhibit B
EXHIBIT A
of Special warranty Deed
(Legal Description)
LOT 2, CITY OF EDMONDS SHORT PLAT (S-98-018) RECORDED UNDER AUDITOR'S FILE NO.
9810055004, BEING A PORTION OF GOVERNMENT LOT 3 IN SECTION 23 AND GOVERNMENT
LOT 1 AND PORTION OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF
SECTION 26, ALL IN TOWNSHIP 27 NORTH, RANGE 3 EAST, W.M., RECORDS OF
SNOHOMISH COUNTY, WASHINGTON.
EXCEPT THAT PORTION OF LOT 2 OF CITY OF EDMONDS SHORT PLAT (S-98-018)
DESCRIBED AS FOLLOWS:
COMMENCING AT THE INTERSECTION OF THE EAST LINE OF LOT 3 CITY OF EDMONDS
SHORT PLAT (S-98-018) AND PINE STREET EXTENSION (216TH STREET SW);
THENCE NORTH 01 008'l4" EAST ALONG SAID EAST LINE 211.56 FEET;
THENCE NORTH 52039'09" WEST 909.08 FEET;
THENCE SOUTH 75053'15" WEST 410.77 FEET;
THENCE SOUTH 78034'50" WEST 190.31 FEET TO THE TRUE POINT OF BEGINNING;
THENCE NORTH 59001'l7" EAST 262.97 FEET;
THENCE NORTH 89036'15" EAST 359.47 FEET TO THE MOST NORTHERLY CORNER OF SAID
LOT 3;
THENCE SOUTH 75053'15" WEST 410.77 FEET TO A POINT WHICH BEARS NORTH 78034'50"
EAST FROM THE TRUE POINT OF BEGINNING;
THENCE SOUTH 78034'50" WEST 190.31 FEET TO THE TRUE POINT OF BEGINNING;
TOGETHER WITH THAT PORTION OF LOT 3 CITY OF EDMONDS SHORT PLAT (S-98-018)
DESCRIBED AS FOLLOWS:
COMMENCING AT THE INTERSECTION OF THE EAST LINE OF SAID LOT 3 CITY OF
EDMONDS SHORT PLAT (S-98-018) AND PINE STREET EXTENSION (216TH STREET SW);
THENCE NORTH 01008' 14" EAST ALONG SAID EASTERLY LINE 211.56 FEET;
THENCE NORTH 52039'09" WEST 909.08 FEET;
THENCE SOUTH 75053'15" WEST 410.77 FEET;
THENCE SOUTH 78034'50" WEST 190.31 FEET TO THE TRUE POINT OF BEGINNING;
THENCE SOUTH 78034'50" WEST 272.90 FEET TO THE EASTERLY MARGIN OF THE
BURLINGTON NORTHERN RIGHT OF WAY;
THENCE SOUTH 4203434" WEST ALONG SAID MARGIN A DISTANCE OF 322.72 FEET TO A
POINT WHICH BEARS SOUTH 59001'17" WEST FROM THE TRUE POINT OF BEGINNING;
THENCE NORTH 59001'17" EAST 566.66 FEET TO THE TRUE POINT OF BEGINNING;
(ALSO KNOWN AS PARCEL A OF LOT LINE ADJUSTMENT RECORDED UNDER AUDITOR'S
FILE NO.200202145001, AND CORRECTED BY AUDITOR'S FILE NO.200204291076).
SITUATE IN THE COUNTY OF SNOHOMISH, STATE OF WASHINGTON.
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Exhibit B
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9.3.b
Exhibit B-1
DESCRIPTION OF E"ROVEMENTS
The remaining trestle; three storm water handling pumps; and miscellaneous fencing.
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Exhibit B-1
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9.3.b
E_
PRELDIHNARY TITLE REPORT, EXIIIBIT B — SPECIAL EXCEPTIONS TO TITLE
•. EASEMENT CONDEMNED IN SNOHOMISH COUNTY SUPERIOR COURT AND THE TERMS AND
CONDITIONS THEREOF:
IN FAVOR OF: THE STATE OF WASHINGTON
PURPOSE: TO USE AND OCCUPY THE FOLLOWING DESCRIBED
LANDS FOR THE PURPOSE OF CONSTRUCTING AND
MAINTAINING DRAINAGE FACILITIES
AREA AFFECTED: 20 FOOT STRIP, EAST TO WEST THROUGH SAID
PREMISES
CAUSE NUMBER: 106375
•. CONDEMNATION OF ACCESS TO STATE HIGHWAY NUMBER SR 104 AND OF LIGHT, VIEW AND
AIR BY SNOHOMISH COUNTY DECREE TO THE STATE OF WASHINGTON:
ENTERED: SEPTEMBER 2, 1971
SUPERIOR COURT CAUSE NUMBER: 106375
•. EASEMENT AGREEMENT AND THE TERMS AND CONDITIONS THEREOF:
GRANTEE:
PURPOSE:
AREA AFFECTED:
RECORDED:
RECORDING NUMBER:
STATE OF WASHINGTON, DEPARTMENT OF
TRANSPORTATION
TO CONSTRUCT, MAINTAIN AND OPERATE A
72 INCH STORM SEWER OUTFLOW
THE DESCRIPTION CONTAINED THEREIN IS
NOT SUFFICIENT TO DETERMINE ITS
EXACT LOCATION WITHIN THE PROPERTY
HEREIN DESCRIBED.
AUGUST 4, 1978
7808040307
•. EASEMENT AND THE TERMS AND CONDITIONS THEREOF:
GRANTEE:
PURPOSE:
AREA AFFECTED:
RECORDED:
RECORDING NUMBER:
WSDOT 1/18/2005 4:12 PM
CITY OF EDMONDS, A MUNICIPAL
CORPORATION
INSTALLATION, OPERATION, AND
MAINTENANCE OF A WATER MAIN
PORTION OF LOT 3
NOVEMBER 19, 1979
7911190250
Exhibit C
37
Packet Pg. 136
9.3.b
•. AGREEMENT AND THE TERMS AND CONDITIONS THEREOF:
BETWEEN:
AND:
RECORDED:
RECORDING NUMBER:
REGARDING:
UNION OIL COMPANY OF CALIFORNIA, A
CORPORATION
CITY OF EDMONDS, A MUNICIPAL
CORPORATION
FEBRUARY 21, 1980
8002210208 AND 8003060145
CONCOMITANT ZONING AGREEMENT
•. CONDITIONS, COVENANTS AND RESTRICTIONS AND EASEMENTS CONTAINED ON CITY OF
EDMONDS RECORD OF SHORT SUBDIVISION RECORDED UNDER AUDITOR'S FILE NUMBER
8101160175.
SAID SHORT PLAT ALSO CONTAINS A HOLD HARMLESS AND WAIVER AND RELEASE OF
DAMAGES PROVISION.
•. RIGHT TO MAKE NECESSARY SLOPES FOR CUTS OR FILLS UPON PROPERTY HEREIN DESCRIBED
AS GRANTED IN DEED:
GRANTEE: CITY OF EDMONDS, A MUNICIPAL
CORPORATION
RECORDED: JANUARY 16, 1981
RECORDING NUMBER: 8101160176
•. EASEMENT AND THE TERMS AND CONDITIONS THEREOF:
GRANTEE: CITY OF EDMONDS, A MUNICIPAL
CORPORATION
PURPOSE: OPERATING AND MAINTAINING A DRAINAGE
SYSTEM
AREA AFFECTED: A 35 FOOT WIDE EASEMENT LOCATED IN
THE NORTHWEST CORNER OF LOT 2 AND
INCLUDES OTHER PROPERTY
RECORDED: DECEM 3ER 23, 1981
RECORDING NUMBER: 8112230188
CLARIFICATION OF OBLIGATIONS AND CONCURRENCE IN CLARIFICATION OF
OBLIGATIONS RECORDED UNDER AUDITOR'S FILE NUMBERS 200402240203 AND
200404120147, RESPECTIVELY.
•. COVENANTS, CONDITIONS, RESTRICTIONS, DEDICATIONS, AGREEMENTS, EASEMENTS,
MAINTENANCE PROVISIONS AND NOTES, AS CONTAINED IN CITY OF EDMONDS SHORT PLAT
NUMBER S-98-018, RECORDED UNDER RECORDING NUMBER 9810055004.
•. CONDITIONS OF APPROVAL CONTAINED IN CITY OF EDMONDS SHORT PLAT RECORDED
UNDER AUDITOR'S FILE NO.9810055004, AS FOLLOWS:
WSDOT 1/18/2005 4:12 PM
Exhibit C
38
Packet Pg. 137
9.3.b
DUE TO THE UNCERTAIN NATURE OF EVENTUAL RE -DEVELOPMENT ON THE SITE, ROADS
AND SANITARY SEWER SERVICE WILL BE SUBJECT TO IMPROVEMENT REQUIREMENTS
CONSISTENT WITH THE EDMONDS COMMUNITY DEVELOPMENT CODE AT THE TIME OF
APPLICATION FOR SAID RE -DEVELOPMENT.
•. EASEMENT AS DELINEATED AND/OR DEDICATED ON THE FACE OF CITY OF EDMONDS SHORT
PLAT RECORDED UNDER AUDITOR'S FILE NO.9810055004.
PURPOSE:
AREA AFFECTED:
DRAINAGE AND SANITARY SEWER
PORTION OF LOT 2 FOR THE BENEFIT OF LOT 3
•. AFFIDAVIT OF BOUNDARY LINE ADJUSTMENT AND THE TERMS AND CONDITIONS
THEREOF:
DATED:
RECORDED:
RECORDING NUMBER:
APRIL 12, 2001
FEBRUARY 14, 2002
200202145001
NOTICE OF CORRECTION OF LOT LINE ADJUSTMENT RECORDED APRIL 29, 2002, UNDER
AUDITOR'S FILE NO. 200204291076.
•. AGREEMENT AND THE TERMS AND CONDITIONS THEREOF:
BETWEEN:
AND:
RECORDED:
RECORDING NUMBER:
REGARDING:
UNION OIL COMPANY OF CALIFORNIA, A
CALIFORNIA CORPORATION
CITY OF EDMONDS
DECEMBER 20, 2001
200112200727
UTILITY, MAINTENANCE AND ACCESS
EASEMENTS
•. ORDINANCE NO.3411 AND THE TERMS, CONDITIONS AND PROVISIONS CONTAINED THEREIN:
RECORDED:
RECORDING NUMBER:
AUGUST 1, 2002
200208010252
•. ORDINANCE NO.3442 AND THE TERMS, CONDITIONS AND PROVISIONS CONTAINED THEREIN
RECORDED: APRIL 16, 2003
RECORDING NUMBER: 200304160292
WSDOT 1/18/2005 4:12 PM
Exhibit C
39
Packet Pg. 138
9.3.b
Exhibit D
DISCLOSURE AND USE RESTRICTIONS (PROPOSED)
A. The Owner shall prohibit activities on the Property that may interfere with the Capital
Remediation Work, the operation, maintenance, monitoring and other measures necessary to assure the
integrity of such work, and the continued protection of human health and the environment.
B. The Owner must give thirty (30) days advance written notice to Ecology of the Owner's intent to
convey any interest in the Property. The Owner shall not consummate any conveyance of title, easement,
lease or other interest in the Property without adequate and complete provision for continued operation,
maintenance and monitoring of the cleanup action, and for continued compliance with the Restrictive
Covenant. The Owner conveying any interest in the Property shall notify Ecology of the name, mailing
address and telephone number of the person or persons who acquired the title, easement, lease, or other
interest in the Property within fifteen (15) days of the transaction. The Owner shall include notice of the
Restrictive Covenant in any instrument conveying any interest in any portion of the Property.
C. The Owner shall restrict leases, easements, and other interests in the Property to uses and
activities consistent with the Restrictive Covenant and all applicable laws and regulations. The Owner
shall notify all lessees, easement holders and holders of other interests in the Property of the restrictions
on the use of the Property.
D. The Owner shall comply with all applicable federal, state and local laws and regulations
respecting any Contamination at, on, under, within or about the Property, including without limitation any
such laws or regulations affecting or pertaining to additional remediation required on the Property and/or
the use of the Property on account of the presence or potential presence of Contamination.
E. The Owner must notify and obtain approval from Ecology prior to any use of the Property that is
inconsistent with the terms of the Restrictive Covenant. Ecology may approve any inconsistent use only
after public notice and comment. Approval by Ecology pursuant to this section shall not be unreasonably
withheld. The Restrictive Covenant shall be amended to reflect any changes approved by Ecology.
F. The Owner shall allow authorized representatives of Ecology the right to enter the Property at
reasonable times for the purpose of evaluating the remedial action, to take samples, to inspect remedial
actions conducted at the Property, and to inspect records that are related to the remedial action.
G. Residential use is prohibited on the ground floor of any building.
H. Day care, child care, and nursing home facilities are prohibited on the ground floor of any
building.
I. No groundwater may be taken for any use from the Property that is inconsistent with the remedial
action implementation.
J. The Owner reserves the right under WAC 173-340-440 to record an instrument that provides that
this Restrictive Covenant shall no longer limit use of the Property or be of any future force or effect.
However, for all restrictions other than those in Paragraphs G and H above, such an instrument may be
recorded only if Ecology, after public notice and opportunity for comment, concurs. For the restrictions in
Paragraphs G and H, such an instrument may be recorded only if both Unocal and Ecology, and after
public notice and opportunity for comment, concur.
Exhibit D
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40
Packet Pg. 139
9.3.b
Exhibit E
SPECIAL WARRANTY DEED
When Recorded Return to:
Karen Bruton
Union Oil Company of California
376 Valencia Avenue
Brea, CA 92823
(Space above this line for recorder's use only)
DOCUMENT TITLE:
Special warranty Deed
REFERENCE NUMBER(S) OF
RELATED DOCUMENTS:
N/A
Additional reference numbers on page(s) N/A of document.
GRANTOR:
Union Oil Company of California
GRANTEE:
State of Washington Department of Transportation
ABBREVIATED LEGAL
DESCRIPTION:
Additional legal on page 5 of document.
ASSESSOR'S TAX PARCEL NO(S).
262703-2-003-0009
SPECIAL WARRANTY DEED
UNION OIL COMPANY OF CALIFORNIA, a California corporation ("GRANTOR"), for and
in consideration of TEN AND N0/100 DOLLARS ($10.00) and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, hereby grants, bargains, conveys and
conforms to Washington State Department of Transportation ("GRANTEE"), under the imminent threat
of the GRANTEE'S exercise of its rights of Eminent Domain, the real estate legally described on Exhibit
A attached hereto, situate in the County of Snohomish, State of Washington (the "Property");
AND EXCEPTING those matters listed in Exhibit B attached hereto and incorporated herein by
this reference.
GRANTOR for itself and for its successors and assigns does by these presents expressly limit the
covenants of this Deed to those herein expressed, and excludes all covenants arising or to arise by
statutory or other implication, and does hereby covenant that against all persons whomsoever lawfully
claiming or to claim by, through or under said GRANTOR and not otherwise, it will forever warrant and
defend the said described real estate.
WSDOT 1/18/2005 4:12 PM
Exhibit E
41
Packet Pg. 140
9.3.b
Dated: , 2005.
GRANTOR:
UNION OIL OF COMPANY OF CALIFORNIA,
a California corporation
Its:
WSDOT 1/18/2005 4:12 PM
GRANTEE:
STATE OF WASTE NGTON
DEPARTMENT OF TRANSPORTATION
By
Its:
[Attach appropriate acknowledgements]
Exhibit E
42
Packet Pg. 141
9.3.b
EXHIBIT A
of Special warranty Deed
(Legal Description)
LOT 2, CITY OF EDMONDS SHORT PLAT (S-98-018) RECORDED UNDER AUDITOR'S FILE NO.
9810055004, BEING A PORTION OF GOVERNMENT LOT 3 IN SECTION 23 AND GOVERNMENT
LOT 1 AND PORTION OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF
SECTION 26, ALL IN TOWNSHIP 27 NORTH, RANGE 3 EAST, W.M., RECORDS OF
SNOHOMISH COUNTY, WASHINGTON.
EXCEPT THAT PORTION OF LOT 2 OF CITY OF EDMONDS SHORT PLAT (S-98-018)
DESCRIBED AS FOLLOWS:
COMMENCING AT THE INTERSECTION OF THE EAST LINE DF LOT 3 CITY OF EDMONDS
SHORT PLAT (S-98-018) AND PINE STREET EXTENSION (216TH STREET SW);
THENCE NORTH 01008'14" EAST ALONG SAID EAST LINE 211.56 FEET;
THENCE NORTH 52039'09" WEST 909.08 FEET;
THENCE SOUTH 75053'15" WEST 410.77 FEET;
THENCE SOUTH 78034'50" WEST 190.31 FEET TO THE TRUE POINT OF BEGINNING;
THENCE NORTH 59001'17" EAST 262.97 FEET;
THENCE NORTH 89036'15" EAST 359.47 FEET TO THE MOST NORTHERLY CORNER OF SAID
LOT 3;
THENCE SOUTH 75053'15" WEST 410.77 FEET TO A POINT WHICH BEARS NORTH 78034'50"
EAST FROM THE TRUE POINT OF BEGINNING;
THENCE SOUTH 78034'50" WEST 190.31 FEET TO THE TRUE POINT OF BEGINNING;
TOGETHER WITH THAT PORTION OF LOT 3 CITY OF EDMONDS SHORT PLAT (S-98-018)
DESCRIBED AS FOLLOWS:
COMMENCING AT THE INTERSECTION OF THE EAST LINE OF SAID LOT 3 CITY OF
EDMONDS SHORT PLAT (S-98-018) AND PINE STREET EXTENSION (216TH STREET SW);
THENCE NORTH 01008'14" EAST ALONG SAID EASTERLY LINE 211.56 FEET;
THENCE NORTH 52039'09" WEST 909.08 FEET;
THENCE SOUTH 75053'15" WEST 410.77 FEET;
THENCE SOUTH 78034'50" WEST 190.31 FEET TO THE TRUE POINT OF BEGINNING;
THENCE SOUTH 78034'50" WEST 272.90 FEET TO THE EASTERLY MARGIN OF THE
BURLINGTON NORTHERN RIGHT OF WAY;
THENCE SOUTH 42034'34" WEST ALONG SAID MARGIN A DISTANCE OF 322.72 FEET TO A
POINT WHICH BEARS SOUTH 59001'17" WEST FROM THE TRUE POINT OF BEGINNING;
THENCE NORTH 5900I'l7" EAST 566.66 FEET TO THE TRUE POINT OF BEGINNING;
(ALSO KNOWN AS PARCEL A OF LOT LINE ADJUSTMENT RECORDED UNDER AUDITOR'S
FILE NO.200202145001, AND CORRECTED BY AUDITOR'S FILE NO.200204291076).
SITUATE IN THE COUNTY OF SNOHOMISH, STATE OF WASHINGTON.
WSDOT 1/18/2005 4:12 PM
Exhibit E
43
Packet Pg. 142
9.3.b
EDIT B
of Special warranty Deed
(Exceptions)
1, Any and all existing building and use restrictions, easements, rights -of -way, conditions,
covenants, restrictions, reservations, liens, encumbrances, exceptions and other matters of record;
2. All dedicated roads, streets and highways;
3. All building and zoning ordinances, laws, regulations and restrictions by any municipal or other
governmental authority applicable to the Property;
4. All general and special taxes and assessments which are alien but not yet due or payable or for
which statements have not yet been tendered;
5. All matters apparent from an inspection of the Property, or which a current, accurate survey of the
Property would disclose (including but not limited to encroachments, overlaps, boundary line
disputes, ownership of the trestle for pedestrian access, utilities and pipes and issues relating to
obtaining or maintaining access to the Property);
6. Any and all Native American rights which may exist with respect to any portion of the Property;
7. Any and all water, oil, gas, hydrocarbon and mineral rights;
8. Any fishing rights; and
9. The Restrictive Covenants filed contemporaneously herewith.
WSDOT 1/18/2005 4:12 PM
Exhibit E
44
Packet Pg. 143
9.3.b
Exhibit F
CAPITAL REMEDIATION PLAN
The Capital Remediation Plan is the capital portion of work approved by Ecology as written in the
Approved Remediation Plan, including planning, permitting and execution of soil, sediment and
groundwater cleanup as specified in the Approved Remediation Plan.
The capital elements of the remedial action in the Lower Yard parcel include all labor, materials,
and equipment required to remove and/or treat free product and soil (at depths above the groundwater
table) containing total petroleum hydrocarbon (TPH) concentrations greater than a cleanup level of 2,975
mg/kg. All labor, materials, and equipment to install and start up a system designed to treat impacted
groundwater above Ecology -approved cleanup levels in a reasonable timeframe (within 20 years) are also
considered capital elements of the remedial action. The description of capital elements of the remedial
action provided here does not in any way limit Unocal's responsibility to meet Ecology's requirements
for the capital elements of the remedial action.
Capital elements associated with soil remediation include, but are not necessarily limited to:
• removal and recycling of remaining free product,
• removal and treatment of the upper 1 ft of sediment from approximately 200 linear feet of the
Willow Creek streambed (see draft Feasibility Study),
• replacement of the excavated Willow Creek sediment with sandy loam and necessary bank
restoration activities for erosion control and habitat restoration,
• excavation of soil, at depths above the groundwater table, that contains TPH concentrations
greater than the 2,975 mg/kg cleanup level,
• on -site or off -site treatment or off -site disposal of excavated soil with concentrations above
2,975 mg/kg TPH in such a way that the impacted soil will be treated/disposed and the site
restored to development -ready conditions within one year of commencing the remedial
action,
• verification that the extent of contamination does not leave soil with concentrations above
2,975 mg/kg by collecting and analyzing excavation bottom (unless groundwater is present in
excavation) and sidewall soil samples,
• management of clean overburden soil to prevent cross -contamination by soil with
concentrations above 2,975 mg/kg TPH,
• removal and disposal of soil containing arsenic concentrations greater than 20 mg/kg,
• backfill of excavated areas with appropriate soil types in order to achieve 90% relative
compaction,
• replacement of any groundwater monitoring wells abandoned or damaged during soil
excavation activities and installation of any additional wells that Ecology would require for
use in a groundwater monitoring network, and
• sufficient documentation and interaction with Ecology to lead to a determination by Ecology
that the soil remediation meets Ecology's requirements.
WSDOT 1/18/2005 4:12 PM
Exhibit F
45
Packet Pg. 144
9.3.b
Capital elements associated with installation and start up of the groundwater remediation system
include, but are not necessarily limited to:
• construction of a trench intercept system to recover contaminated groundwater such that
groundwater with chemical concentrations exceeding Ecology -approved cleanup levels does
not leave the Lower Yard parcel,
• design of an onsite groundwater treatment system to meet Ecology -approved discharge
standards,
• coordination with Washington State Ferries ("WSF') to confirm that the location of the
groundwater treatment system will not interfere with development plans,
• startup monitoring of that system to confirm that its operation meets the design objectives,
and
• sufficient documentation and interaction with Ecology to lead to a determination by Ecology
that the constructed system is appropriate for containing and treating contaminated
groundwater associated with the Lower Yard parcel.
The parties agree that in the pursuit of achieving performance -based remediation criteria
including those set forth herein, the practicability of achieving these criteria may be limited to some
degree by conditions encountered during field activities. As a hypothetical example, if subsurface soil
impacts extend beneath a permanent building, such soil may be left in place if its excavation would
compromise the structural integrity of the building. If achievement of the remediation criteria is
determined by Unocal and Ecology to be impracticable based on actual field conditions, WSF agrees that
Unocal may obtain approval from Ecology on a suitable alternative approach to meet the goals of the
remedial action. WSF agrees that if remediation criteria will not be met as set forth herein, Unocal will
communicate the recommended alternative approach to the Washington State Department of
Transportation through the Washington State Ferries in a timely fashion.
WSDOT 1/18/2005 4:12 PM
Exhibit F
46
Packet Pg. 145
9.3.b
Exhibit G
MONITORING WORK
The Monitoring Work consists of the monitoring portion of work approved by Ecology as written in the
Approved Remediation Plan, including operation and maintenance of the groundwater recovery and
treatment system and compliance groundwater monitoring as specified in the Approved Remediation Plan
and a compliance monitoring plan to be developed with Ecology.
The principal elements of Monitoring Work include:
• removal and recycling of any recoverable free product, if necessary
• pumping, treatment and discharge of groundwater as necessary to maintain sufficient
hydrologic capture under an approved groundwater discharge permit
• optimizing operation of the groundwater recovery and treatment system on a regular basis
• maintaining the groundwater recovery and treatment system including replacement of parts
and equipment, as necessary
• collecting and analyzing compliance groundwater samples in accordance with the methods
and schedule described in the compliance monitoring plan
• sufficient documentation and interaction with Ecology to lead to a determination by Ecology
that the operation and maintenance of the groundwater recovery and treatment system and
compliance groundwater monitoring meets Ecology's requirements.
WSDOT 1/18/2005 4:12 PM Exhibit G
47
Packet Pg. 146
9.3.b
Exhibit H
DISCLOSURE DOCUMENTS
REPORTS - EDMONDS TERMINAL
GeoEngineers 1986. Phase I Site Assessment Report, Edmonds Fuel Terminal, Edmonds,
Washington. Prepared for UNOCAL Corporation. December 4.
GeoEngineers 1987. Progress Report No. 1, Subsurface Product Recovery Program, Edmonds
Fuel Terminal. August 31.
GeoEngineers 1988a. Progress Report No. 2, Subsurface Product Recovery Program, Edmonds
Fuel Terminal. October 10.
GeoEngineers 1988b. Report of Geotechnical Services, Subsurface Contamination Study,
Upland Fuel Tank Area, Edmonds Fuel Terminal, Edmonds, Washington
GeoEngineers 1988c. Phase I Site Assessment Report, Lake McGuire, Edmonds Fuel Terminal,
Edmonds, Washington
GeoEngineers 1989a. Progress Report No. 3, Subsurface Product Recovery Program, Edmonds
Fuel Terminal. September 19.
GeoEngineers 1989b. Technical Report, Phase H Site Assessment, Lake McGuire, Edmonds
Fuel Terminal, Edmonds, Washington
GeoEngineers 1989c. Report of Geotechnical Services, Site Contamination Assessment, Waste
Soil Stockpile Area, Edmonds Fuel Terminal, Edmonds, Washington
GeoEngineers 1990 Results of Site Characterization, Marine Diesel Spill, Edmonds Fuel
Terminal, Edmonds, Washington
GeoEngineers 1991 a. Progress Report No. 4, Subsurface Product Recovery Program, Edmonds
Fuel Terminal. April 19.
GeoEngineers 1991b. Site Contamination Assessment, Lower Yard, Edmonds Fuel Terminal,
Edmonds, Washington
GeoEngineers 1993 Supplemental Subsurface Contamination Assessment, Upper Yard,
Edmonds Fuel Terminal and Burlington Northern Railroad Properties, Edmonds,
Washington
EMCON 1994a. Free Petroleum Product Recovery System Report, Unocal Edmonds Bulk Fuel
Terminal. Prepared for Unocal Corporation. January 20.
Exhibit H
WSDOT 1/18/2005 4:12 PM
48
Packet Pg. 147
9.3.b
EMCON 1994b. Background History Report, Unocal Edmonds Bulk Fuel Terminal. Prepared
for Unocal Corporation. February 15.
EMCON 1995a. Remedial Investigation Work Plan, Unocal Edmonds Bulk Fuel Terminal.
Prepared for Unocal Corporation. April 26.
EMCON 1995b. Final Upland Sediments Evaluation Work Plan. Prepared for Unocal
Corporation. May 1.
EMCON 1995c. Addendum, Remedial Investigation Work Plan, Unocal Edmonds Bulk Fuel
Terminal, April 26, 1995. Prepared for Unocal Corporation. August 31.
EMCON 1995d. Existing Monitoring Well Assessment and Proposed Monitoring Well
Network, Unocal Edmonds Bulk Fuel Terminal. Prepared for Unocal Corporation.
September 21.
EMCON 1996a. Interim Deliverable, Drainage System Inventory Results, Unocal Edmonds
Bulk Fuel Terminal. Prepared for Unocal Corporation. February 8.
EMCON 1996b. 1995 Interim Product Recovery Operations Report, Unocal Edmonds Bulk
Fuel Terminal. February 29.
EMCON 1996c. Final Feasibility Study Work Plan, Unocal Edmonds Bulk Fuel Terminal.
Prepared for Unocal Corporation. April 12.
EMCON 1996d. Preliminary Upper Yard Hydrogeology Evaluation, Unocal Bulk Fuel
Terminal, Edmonds, Washington. Prepared for Unocal Corporation. May 6.
EMCON 1996e. Unocal Edmonds Bulk Fuel Terminal RI/FS, Combustible Gas Monitoring and
Evaluation. Prepared for Unocal Corporation. July 25.
EMCON 1996f. Draft Remedial Investigation Report, Unocal Edmonds Bulk Fuel Terminal,
Edmonds, Washington. Prepared for Unocal Corporation. August 23.
EMCON 1997a. 1996 Interim Product Recovery Operations, Unocal Edmonds Bulk Fuel
Terminal. February 27.
EMCON 1997b. Revised RI Sampling and Analysis Plan Addendum, Unocal Edmonds Bulk
Fuel Terminal. October, as amended March 26, 1998.
EMCON 1998a. 1997 Interim Product Recovery Operations, Unocal Edmonds Bulk Fuel
Terminal. March 24.
EMCON. 1998e. Draft Remedial Investigation Report, Unocal Edmonds Bulk Fuel Terminal,
Edmonds, Washington. Prepared for Unocal Corporation Asset Management Group.
October 19.
Exhibit H
WSDOT 1/18/2005 4:12 PM
49
Packet Pg. 148
9.3.b
EMCON 1999. Unocal Edmonds Bulk Fuel Terminal, August 1998 and February 1999
Groundwater Data. May 13.
Maul Foster & Alongi 1999. 1998 Interim Product Recovery Operations Report, Unocal
Edmonds Bulk Fuel Terminal. February 1.
Maul Foster & Alongi 2000a. 1999 Interim Product Recovery Operations Report, Unocal
Edmonds Bulk Fuel Terminal. January 31.
Maul Foster & Alongi 2000c. Unocal Edmonds Terminal, February 2000 Groundwater Data.
July 25.
Maul Foster & Alongi. 2001 a. Draft Remedial Investigation Report, Unocal Edmonds Bulk Fuel
Terminal, Edmonds, Washington. February 2.
Maul Foster & Alongi. 2001b. 2000 Interim Product Recovery Operations Report, Unocal
Edmonds Bulk Fuel Terminal. February 6.
Documents concerning Marina Beach, Tidelands and Neighboring Properties:
Landau Associates, 1998. Petroleum Hydrocarbon Investigations, South Marina, Port of
Edmonds, Washington. April 8.
Maul Foster & Alongi 2000b. Sediment Sampling Results, Unocal Pier Area. May 16.
CH2Mhill, 2000a. Results of the Upland and Sediment Investigations. Letter to Bill Joyce,
November 7.
CH2Mhill, 2000b. Final Report — City of Edmonds, Sediment Investigation. Letter to Lisa
Saban (CH2Mhill) December 29.
Washington State Department of Natural Resources, 2001. City of Edmonds Sediment
Investigation. Letter to Lisa Saban (CH2Mhill) January 24.
Exhibit H
WSDOT 1/18/2005 4:12 PM
50
Packet Pg. 149
9.3.b
Snohomish County Health District, 2001. Site Hazard Assessment — Port of Edmonds, 400
Admiral Way, Edmonds, Washington. January 19.
General Arrangement Drawing No. L2A151 dated 3/16/82 for Wharf
Preliminary Title Report from Chicago Title Insurance Company, Order No. 365685
Agreement with Great Northern Railway Company dated June 1, 1923
Department of Natural Resources Harbor Lease No. 22-002684
WSDOT 1/18/2005 4:12 PM
Exhibit H
51
Packet Pg. 150
9.3.b
Exhibit I
ADJACENT PROPERTIES LEGAL DESCRIPTION
Upper Yazd
Marsh Properly
Hatchery Property
WSDOT 1/18/2005 4:12 PM
See Attached
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Packet Pg. 151
9.3.b
EXHIBIT ,k
,PARCEL A:
LOT 3, CITY OF 30DM0lgDS SHORT PLAT (S-9 8-018) -RECORD1tD UNDER AUDITOR'S FILM
NUMBER 9010055004 BEING.A PORTIOR OF GOVERNMENT.LOT 3 IN SECTION 23 AND
GOVERNMENT LOT 1 AND PORTION OF TEX NORTHWEST QUART= OF TE3 NORTHEAST
QUARTER OF SECTION 2 6 , ALL IN TOWNSHIP 27 NORTH, RANGN. 3 BAST I W .X. , RZCOP.DS
OF SNOHOMISH COUNTY, WASEINGT w'.
EXCEPT TEAT PORTION OF LOT 3 CITY .OF ED16ONDS SHORT PLAT (5-98-018) DLSCRZ311D
AS POLLOWS :
COMMEENCING AT THE INTERJECTION Of THE .BAST LINE OF SAID LOT. 3 CITY OF EDMONDS
SHORT PLAT (S-95-019.),AND PINE 8TRENT EXTENSION (216T+B STREET SW)F
THENCE NORTH 01'08'01" EMT ALONG SAq EASTERLY LINE 211.56 FEET,
THENCE NORTH 52'39109" WEBT 909.00 FEET;
THENCE SOUTH 75053'15" WEST 410.77 FEET;
THENCE SOUTH 78'34'50" W'bST 190.31 FEET TO THE TRUS POINT OF BEGMMING;
THENCE SOUTH 78'34'50" WEST 272.90 FEET TO TIM EASTERLY MARGn OF TEE
SURLZNGTON NORTHERN RIGHT OF WAY;
THENCE SOUTH 42'34'34' WEST ALONG SAID MARGrN A DIBTANCE OF 322.72 P3MW .TO A
POINT WHICR HEARS SOUTH 59'D1'17' WEST FROM THE TRUE POIN? OF BEGINHINaF
THENCE NORTH 59'D1'17" EABT 566.66.FEET TO TIM TRUE P033lT OF BEGINNING=
TOGETHER WITH THAT PORTION OF LOT 2 OF CITY OF EDMONDS SHORT FLAT (S-98-018)
DESCRIBED AS FOLLOWS:
COMMSNCING AT THB INTERSECTION OF 'gEE BAST LINE OF LOT 3 OITY OF EDIlONDS
BHOR'P PLAT (S-96-01E) AND PINE STREET 2XT8N9ION (226TE SMIET SW) F
THENCE NORTH 01'08+01' LAST ALONG SAID $AST LIME 211.56 FEET]
THENCE NORTH 52'39109' WEST 909.0E FEET;
THENCE BOUTS 75'531190 WEST 420.77 FEET;
THENCE' SOUTH 79034150R WEST 190.31 FEET TO THE TRUE P03VT OF BEGINNING; ..s
THFNCR NORTH 59*01-17" EAST 262.97 FEET;•
THENCE NORTH 89' 36' 15" EAST 359..47 FEET TO THE MOST NORTHERLY =RNER OF SAID
LOT 3;
THENCE SOUTH 75053115" WEST 410.77 FEET TO A POINT WHICH BEARS NORTE 78034'SDI'
EAST FROM 'THE TRUE $DINT dF Bzc;m rmc;,. .
THENCE SOUTH 7B'34150" WEST 190_31 PUT TO TED TRUE•PdINT OF SZOM NINCy
ALSO RNOWN AS PARCEL 3 OF CITY DIP EDMONDS BOUNDARY LTRB ADJUSTMEN?'RECORDED
UNDER AUDITOR'S PME NUMBER 290202145DD1, AND CORRECTION THERETO RBCDRDED
UNDER AUDITOR'S FILE NUMBER 200204291076, RECOgDS OF SNOHOMISH COUNTYr
WASHINGTON.
PARCEL B:
TEAT PORTION OF GOVERNMENT LOT 1,.SECTION 26 AND THE IIDRTHWEST QUARTER DF THE .
NORTSEAST QUARTER OF SECTION 26 IN TOWNSHIP 27 NORTE, RANGE 3.EA.ST, W.M., IN
SNOHOMISH COUNTY, WASHINGTOW, A85CRMZ6 A8 FOLLOWS:
Upper Yard Property
Exhibit I
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9.3.b
HEGMMG AT A CONCRETE MONO2WXT AT THE SOMN ST COR14P.R QF TBE NORTMMST
QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 'Z6;
THENCE NORTH 88'51146" WEBT ALONG THE SOUTH. LINE or MO GOVERNMENT LOT 1,• A
DISTANCE OF 527.86 FEAT; .
THENCE NORTH 2:035100" W89T 130.47 FEET TO TIM POINT OF CURVATURE OF A CURVE
TO THE RIGHT RAVING A RADIUS OF 80.CO F10ET;
TRINCE NORTHERLY ALONG SAM CURVE $6.57 FEET TO A Pow OF A COMPOUND CURVE
HAVING A RADIUS or 165.00 FEET,
THENCE EASTERLY ALONG SAID CURVE 113.10 FEET TO TEE POINT Of TANGSUCY;
THESC8 SOUTH 65"35100" EAST 37.99L FEET TO THE POINT OF CURVATURE OF A CURVE
TO THE RIGHT BASING A RADIUS OF 480.OD FEET;
THENCPJ SOUTHEASTERLY ALOWM SAID CURVE 19.31 ftXT TO THE POINT OF TBBGEWCY;
TZMNCE SOUTH 54'51'46" EAST 207.7D FEET TO THM POINT OF CORVATURE OF A CURVE.
TO THE LSFT-BAVING A RAbIU9 OF 520.00 FNETI'
THENCE BOUTHEASTERLY ALONG' SAID CURVE 187.64 FEET TO A POINT ON TER SOUTH
LINE OP SAID NORTHWEST QUARTER. OF TER WORTHEAST QUARTER, SAID POINT BM=G
SOUTH 88851'46' EAST 83.1E FmT FROIt THE POINT or maiNNING;
THENCE NORTH 38*51,46" WEST ALONG SAMD SOUTH LINE 83.1E FEET TO TH8 PD=NT OF
BEGIN2TING . .
(SBI19 PARCEL III OF CITY OF EDMONDS SHORT PLAT RECORDED UNDER AUDITOR'S FILE
NUMBER 8101180175).
S=TUATB IN THE COUNTY OF SNOBOMISH, STATE 0F.WA8HINGTON.
Upper Yard Property
Exhibit I
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9.3.b
Dec-13-2004 00:012m From -UNOCAL
ARCEL IV:
7146772969 T-601 P.002/003 F-911
u
HAT PORTION OF COVERNMENT LOT 3. SECTION 23 AND THAT PORTION OF TH9
ORTHEAST QUARTER OF SECTION 26. ALL IN TOWNSHIP 27 NORTH. RANCE 3 EAST,
.M.. IN SNOHOMISH COUNTY, WASHINGTON. OESCRI8EM AS FOLLOWS:
G�IM,*ICIN� AT A CONCRE71 MONUMENT AT THE INTERSECTION OF THE NORTH
ISE OF SAID SECTION 26, WITH THE 9ASTEPLY MARCIN OF THE BURLINGTON NOR-
HERN RAILWAY RICHT-OF-WAY AND FROM WHENCE THE NORTHEAST CORNER OF
A!0 SECTION 26 BEARS SOUTH IVSS'41' EAST: THENCE NORTH 42014134" EAST
LONG SAID EASTERLY MARGIN 327.47 FEET TO THE TRUE POINT OF BEGINNING;
'XENCE SOUTH 47•30'000 EAST 716.15 FEET; THENCE SOUTH 42030100" WEST
93.00 FEET: THENC: SOUTH 43'70170' EAST 449.:0 FEET; THENCE SOUTH 44'30'9;"
AST 400.00 FEET; THENCE SOUTH 64111145" EAST 243.IIS FEE- TO THE WESTERLY
iARCIN OF SR 104 AS CONDE.-ANED BY THE STATE OF WASHINGTON FOR STATE
MAD 104 BY DEC1!ES ENTZRED IN SNOHOMISH COUNTY SUFSRIOR COURT CAUSE
;0. 10637.; THENCE NORTH 12°sr1S" EAST ALONG SAID WESTERLY MARGIN
53.00 FEET: THENCE CONTINUING ALONG SAID WESTERLY MARGIN NORTH 1'06'54"
AST 1015.00 FEET ; THENCE SOUTH 73'00'00° WEST 240.00 FEET; THENCE NORTH
'010,001, WEST 110.00 FEET; THEmcs NORTH 66900'00- WEST 140.00 FEET; THENCE
FORTH 400001000 WEST 12S.00 FEE"; THENC= 14CRTH 1600100" WEST 200.00 FEET;
'HENCS NORTH 37000'00" WEST 263.00 FEE`: THENCE SOUTH 71000'Oo- WEST
01.09 FEET TO A POINT ON THE SAID EASTERLY MARGIN OF THE BURLINCTON
IORTHERN RAILWAY RICHT-OF-WAY. SAID POINT SE1NG NORTH 42634430 EAST
C3.90 FEET FROM THE TRUE POINT OF BES lNN:NC: THENCE SOUTH 42934134'"
LEST ALONG SAID EASTERLY MARGIN 28E.30 FEET TO THE TRUE POINT OF
IEGINNINC.
'f
n.
Marsh Property 760S7C
S131173 (REV.)
Exhibit I Glyx
8003060145 v0L166jp cEib57
r
Packet Pg. 154
9.3.b
LOT 1, CITY OF EDMONDS SHORT PLAT (S-98-018) RECORDED UNDER AUDITOR'S FILE
NO. 9810055004, BEING A PORTION OF GOVERNMENT LOT 3 IN SECTION 23 AND
GOVERNMENT LOT 1 AND PORTION OF THE NORTHWEST QUARTER OF THE NORTHEAST
QUARTER OF SECTION 26, ALL IN TOWNSHIP 27 NORTH, RANGE 3 EAST, W.M., RECORDS
OF SNOHOMISH COUNTY, WISHINGTON.
• SITUATE IN THE COUNTY OF SNOHOMISH, STATE OF WASHINGTON.
Hatchery property
Exhibit I
Packet Pg. 155
9.3.b
Exhibit J
MARINA BEACH PROPERTY AGREEMENT
See Attached
Exhibit J
WSDOT 1/18/2005 4:12 PM
53
Packet Pg. 156
9.3.b
sraWaded b►and
where recorded tail to
UNION OIL COMPANY OF CALIFOR IA
376 South Valens Avenue
Brea, Cahforima 92823
gkiUME11IM111
112200730
?01R0IIPM Snohomish
Aun AM= Bruton 1 r4,
(Space above this line for recorder's use only) CH►CAGO 365-CS,j
DOCUDONT TITLE:
Agreement and Declarabon of Covenants, Condo ws,
Environmental and Use Restrictions, Waiver and Release
REFERENCE NUMEER(S) OF
RELATED DOCUMENTS:
N/A
Additional reference numbers on page(s) NIA of document
GRANTOR:
Union Oil Company of California
GRANTEE:
City of Edmonds
ABBREVIATED LEGAL
DESCRIPTION:
— 2 ,r
Addtwnal legal on page 9 of document
ASSESSOR'S TAX PARCEL NO(V662703-2-003.0009
AGREEMENT MID DECLARATION OF
COVI6; "NTT, CONDITIONS, INVIRONMENTAL AND USE RESTRICTIONS,
WAVER AND RELEASE
Thu Agreement and Declaration of Cove nan1% Conditions, Envnumnenlal w d Use Reat<ienons,
Waiver and Release (this is msdc as of .igc t MA I it 17 e?oo /, by Union Oil Company of
Caldbraia, a California corporation ("UMW") and City of Edmionib, i Washington municipal corporation
RECITALS:
A Owner and Unocal entered into the Sale Agreement, ptasriant to which (i) Owner acgwed
utle to the Property, and (u) Owner accepted an assignment of the DNR I ease
B Pursuant to the provisions of the Sale Agreeme M Owner and Unocal agreed to Meoord this
Agreement: concurrently vinth the recordimg of the Seed conveying title to the Property to Owner
EZfF �i"I ?--;,r-XD:�
Marina Beach Prop. Agent
Exhibit J
Packet Pg. 157
9.3.b
C It ns the mutual dewe and intention of Owner and Unocal to (r) pn*= present and future
human health and Way and the environimu as a result of the presence a% on, :alder, within or about the
Property and the DNR Lease Lands of any Coolaarutati n, and (n) to place certain arse teslrictons on the
sty m pe pommy
AGREEMENT & DECLARATION:
In conaadabon of valm the receipt and a drmeney of which are hereby acknowledged, and in
c tsWe ition of the rectlels which are hereby mcorpmaoed hum by this refeeace, Unocal and Owner agree
as follows
1 Defuntions As used herein, the following bens shall have the respective meanings set
forth below Terms not otherwise defined herein shall have the meanings given to them in the Sale
Agreement .•
"AgmW, as used herein, shall mean any federal, state or local goveisanennt authonty, excluding
Owner, actually asserting 3unadiction over conditions of Contamination on the Property
".+ Fpl Mtk Contanunat<on", as used herent, shall mean Contamination of the Real Property
caused by Unocal during its ownership of the Real Property and Unocal's Adjacent Properties from use of
the Real Property and Unocal's Adjacent Properties as a facility for the storage and handling of fuel
hydrocarbons
"C on' shall mean any hazardous or toxic material, substance, chernical or waste,
eontimmiant, emission, discharge or pollutant or comparable material listed, identified or regulated
pursuant to any federal, state or local law, ordmince or regulation which has as a purpose the protection
of health, safety or the environment, including but not limited to, asbestos, petroleum or petroleum
products. inethaac or and natural gas or wastes derived therefrom and including hazardous materials as
defined under the federal Comprehensive Envtronniental Respomr, Compensation and liability Act of
1980, as amended, 42 U S C 19601 et seq , Hazardous Matenals?ranspoitation Act, 49 US C § 1801 et
seq , Resource Conservation and Recovery Act, 42 U S C § 6901 er seq , the Clean Water Act, 42 U S C
§ 1251 et seq , the Washington Environmental Policy Act, RCW Ch 43 21, the Washington water
Pollution Control Act, RCW 90 48 010 et seq , the Washington Hazardous Waste Management Act, RCW
Ch 70105, the Washington Model Toxic& Control Act RCW Ch 70 1051), and the regulations
promulgated thereunder
" =" shall mean the State of Washington, Department of Natural Resources
"P)_NR_.La" shall mean that certain Harbor Area Lesee No 22.002684, between the State of
Washurgtori. Department of Natural Resources, as lessor, and Unocal, as lessee, dated February 1989,
together with any amendments thereto, with respect to certain leased tidelands
"DNR Lease Lands" shall mean those certain tidelands that are leased pursuant to the DNR
Lease
"Imnrovemm4" shall mean those certain improvements which improve the Real Property, as
further described on Exinbrt A-1 attached hereto and incorporated herein by reference, which
improvements include that certain dock/pier
363334 11019405 ODOM
200112200730
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"QmmDGmwt 'shall mean, mdmdw* and collectively, Owner and its parmit, subsidiary and
affiliated or sucoaesor entrttes, their tespectme officers, dm+xtors,members, partners. agettts, servants and
employew. arty tamtt, lessee or other peraan orratity havmg. chtititing or asserting any mace m the
Property or any portion, thereof by, under or through Qwner or any other ineniber of the Owner Group, their
respective gusrdans. mutes, exerutom and ad mintstlaum all of their respective successors and assigns,
and any subsequent owner of any interest wbattoevar and however acquured in the Property
'llogatr shah man, collectively, the Real Property and the huprovements
mean, collectively, certain lands (the " dawh-) and certain fee: -awned
tidelands (the `'�, all as more particularly described on Exhibit attachod hereto and incorporated
herein by thts rde recce, commonly known as IrdlnOrtds Mama Beach
"Released Chums" shall have the meaning set forth to Section 5 bwed
"Sale shall nmm that certtan Agreement for Sale of Real Property and Escrow
Instructions executed by Unocal, as Company, and Owner, as Buyer, pertaining to the Property and
resulting in recordation of this Agreement
"Unocal Grouts' shall mean, individually and collectively, Unocal and its parent, sitbsndtaty,
affiliated and successor companies, including but not limited to Unocal Carporstton, and their irspective
officers, directors, abar+eholders, members, painters, agents, servants and employees
"Unocal's Adtaeent Pronerttes" shah mutt those certain venous parcels of real property to the east
of the Aral Ptvpe rty owned by Unocal as of the dw a hereof, as further desenbed in Exhibit B attached
hereto and uiemporated hermn by tins reference
2 Disclosure of Prior Use and Other Matters Owner, for itself and Owner Quip, hereby
acknowledges (i) that the Property and the k4mrl eild mimed under the DNR Lease is adjacent to property
which was once used for the storage and handling of fuel hydrae wborm, and that fuel hydrocarbons were
transported across the Property and the DNR Lease Lands, (u) that Contamination ation may be present on the
Property and the DNR Lease Lands as the result of the transportation and hanidling of fuel hydrocarbons,
(nt) that there exists no "no farther action" letter or equivalent from the applicable Agency for any of the
Property and the DNR Lease Lands, that no such letters may ever be issued in connection with the
Property and the DNR Lease I, and s, that Unocal will take no action to obtain any such letters for the
Property and the DNR Lease Lands, and that Owner will endeavor to obtain a no finiher action letter frwn
the applicable agency hosed on sediments testing during its due diligence of the Property and the DNR
Lease Lands, (rv) Owner had an extensive opportunity to otherwise perform and has performed
environmental dire dingmce on the Property and the DNR Lease Lands, and (y) Owner has released and
wdemmifted Unocal to the Sale Agreen emit wtth respect to the Property and the DNR Lease Lands,
including with respect to any Contantmation thereof, with certain exceptions that are limited in time and
scope and to certain parties
3 ZMMM atMIW Use Covenants / ]testnch ms Owner, for itself and Owner Group. and for
the benefit of Woaal Group, hereby agrees sad oavenants that each member of Owner Group, while it owns
or las an ownership interest n, operates or manages the Property. will comply with all federal, stare anal
local laws and guidelines respecting any Cadarmnatum at, on. ender, within or about the Property,
including without lirnttamon any such laws or guidelines affecting or pertaming to the use of the Property on
account of the priasencc or potential preo mce of Contamination Without lmtutmg the ge ncrality of the
363534 U019403 0=4
20011220073E
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9.3.b
f=Wing, Owner, for Itself and Owner Group, hereby agrees and covenants not to (1) install at the Real
Property any well for the purpose of bringing Sm ndwater to the surface as a === of water for driniaag,
irrigation or any other benefaal use of groundwater which is or may be affected by Ceaummation. and
(n) use any groundwata from the Real Property for drmlong, rriphon or any other bens ical me, for so
long as my Coiataamattan is or may be present in quantities or concentrations rendering such groundwater
unsuitable for beneficial uses unless such water to be brought to the surface or used is ttsated accordingto
applicable gov=mentsl standards and guideiraes Notw ithstendm g the foregomg, alaetatiaos of existing
groundwater flow resulting in changes to surface water fmaires an the Property shall not be psoiubded
hereunder The restrictions provided by (t) and (u) above shall not construed to preclude the oiemimt of
surface won feat rues Owner, for itself and Owner Group, acknowledges and agmes that the foregoing
envaummental covenants and restrictions are reasonably necessary to protect present and florae humeri
bealth aid safety and the mvtronment as a result of the seders orpotential presence at. on, under, within or
about the Property of any Contamination
4 CvmgMj Use QM= Y Restrictions Owner, for itself and Owner Croup, and for the
benefit of Unocal Group, hereby covenants that it will earnply with and agrees that the Property shall be
restricted to public pant, beach, open space or other public purposes in oomplianc a with all applicable laws
and regulations in perpetuity Owner, an behalf of itself and Owner Group, understands and ackwWledges
that the feregmng use restrictions in perpetuity and covenants to comply therewith were material
inducements to Unocal to enter into the Sale Agreement
5 Fog Horn Cove trots Owner, for itself and Owner Group, hereby aeknowkxka the
existanx of a fog ham at the per and covenants that Owner and each member of Owner Group will comply
with the requirements of law with respect thereto, including but not limited to any requuwou of the Coast
Guard to sound the fog horn under certain conditions
6 Release Owner, for itself and Owner Group, aclrnowdedges that the Mowing ptovrswns
are binding upon Owner and Owner Group
Owner, for itself and Owner Group, agrees, subject to Sections 5 2 and 6 of the Sale Agreement
regarding Applicable Contamination, that it is the express intent of the parties that (t) the risk of any
Contamination on, under, within or emanating firm the Property and the DNR Lease Lands shall shift to
Owner, and (it) Unocal shall have no obligation for any Contamination, on, under, within. or emanating
fi= the Property and the DNR Leese Lands. including but not limited to any remediation thereof
Expressly, but without limiting the generality of the foregoing, Unocal shall have no liability for
Batton of any Contamination of the Property and the DNR Lease Lands, for changes m any laws,
regulatim, guidelines or other critena concerning appropriate levels of cleanup of such Contamnnabon,
or for any third -party claims resulting from any such Contamination
Subject to Sections 5 2 and 6 of the Sale Agreement regarding Applicable Contamination, Owner,
for itself and Owner Group, hereby retesses Unocal and each member of Unocal Group from all claims,
liability, damages, demands, costs, expenses, and causes of aman of all lands, arising out of or in
connection with the existence, assessment or reriediation of C dammati n upon, cinder, m, or emanating
from the sobs. sediments, groundwater, bodies of water, or surface waters of the Property and the DNR
In Lards, including any Contamination related to the docktpier, including without limitation any
elanna for death, bodily uguiiy. illnos, or property damage or for any chums for any special, mdvect, or
consequential damages (including but not limited to claims for loss of use, rents. onttctpated profit or
business opportunity, or business interruption, diminution in value, or mental or emotional distress or frees
of maury or ilimess). trespass, nuisance or otherwise, for any response costs it may mein with respect to
3635341/01111405 00004
4
20o112200730
Packet Pg. 160
9.3.b
the Property end the DNR Lease Lands, under any existmg or f it re federal, state or local law, statute,
Ordinance, regulation, legal cause of action or theory of any land, including but not limited to any claim
under CERCLA (42 USC 9601 ALM ), RCRA (42 USC 6901 d sex N ft Waalanglon Model Taxies
Control Act (RCW Ch 70105D), or similar or comparable state, federal. or local laws (mdhviduitUy and
collectively, ')
Owner. for itself and Owner Chang, findier recognum that there is a risk tint Owner or Owner
Group will incur Released Mum or suffer Was, damage or injuries which are in some way caused by the
matters which are the subject of this release, and which may be tmlotown or imoftipated, at the time of
Claw of Eacsow. and Owner and each member of Owner Group assarees this rusk and agrees that this
r+elesse shall apply to all such unknown or unanticipated Released Claims, loss, dammge, or injury and
hereby waives any and all right under Caltforma Civil Code §I542 or any sumlar or com>patable
Washington law California Civil Code J 1542 reads as follows "
A general release does not wmid to chums which the creditor does not ]mow or suspect
to exist in has favor at the tune of executing the release, which if known by him must
have nutanally affected his sddement with the debtor
OWNER'S RGTIAL S
71 Owner, for itself and Owner Group, acknowledges that
(a) The provisions contained he= are not a representation or warranty by
Unocal that the Property contains no Contanurnahon or Applicable Coiftnanatiom
(b) The provisions contained heirem are not an adinission by Unocal as to the
extsoatce of any Contamination or Applicable Cantarnriatton on the Property
(e) Except as set forth in Paragraph 6 harem. the provisions contained harem
are not an inde r mity by Unocal of Owner. any member of Owner Group, or any thud party
regarding any envy wwmtW or other matter concerning the Property
(d) Tine provisions contained herein create no rights in any third party
72 The above covenants, conditions, environmental restrictions, wavers, releases and
agi maients we environmental sg with the land that sWU bind each and every
ietember of Owner Group, including wore awn owners of any mtaeiat in the Property, for the benefit
of Unocal Group, including wabout limitation Unocal and its successors and assigns
73 This instrument shall be deemed to be delivered to Unocal cone rre:ntly with the
delivery by Unocal of the deed to the Property phasvant to the provisions of the Sak Agreement
305M 1Ata40300004
2001 12200 73U
Packet Pg. 161
9.3.b
74 As and harm, the plizal shah include the singular
75 K say povmon of this Agreement is held by a court of conVewd boa at
void or uunenforceable and all avenues of appeal have been exhauxled, time to appeal has lapsed and
an appall has been abmxbaed, tbm that provision of this Agreement shalt be deemed to have ban
deleted, and this Agieentou as so nx dified shall it train m fWI fam and effect
76 Tbw instrument sban be governed by and ocristrued p mumt to the laws of the Soft
of Washington (where the Property is located)
77 This Agreement my be executed in several counterparts and all c unU parts so
executed shall constitute one Agreement binding an the parties ha vo
g In the event of any conflict between the Purchase and Sale Agreement and tins
Agreement and Declaration of Covenams, CmxhWm. Euvaortroco l and Use Restrictions, Waiver and
Release, the Purchase and Sale Agreement shall control
IN WMESS WHEREOF, this Agreement and Declaratwn of Covatants, ConditiwK
Eavuonmenital Resbtc Mwk Waiver and Release is executed as of the date first sex fat& above
City of Edmonds,
Attest a Washington municipal corporation
8y
� e � Trde 42!�Title wa Mt►s�
al
"Unoad":
Lh= Oil Company of Cahf=a,
a Cahfornia corporation
Attest
$y 2" MA--4 Q. ZFZ— w",
None Nut A. srlth
WOFT 1PF O uiR E O Titk After wrnrtwAict
36353411018M o0004
6
200112200780
Packet Pg. 162
9.3.b
STATE OF WASHINGTON )
) 35
COUNTY OF. 9A**m,9y )
I oer* that I know or have sawfict <y eMme that gC r &&M"N a the
pm = who appeared befam me, and said person acknowledged thstbMe mgned the msbument, an asth
stated thatblNhe was autironaed toe MAU this mstc = mt and acknowledged it as the wfeft
of the Cl1Y OF EDMONDS, to be the fits and vahmtary act of such
party for the uses and purposes nwngceed m the mstrurww
DATED Aramug" /3 .2001
� re
—�••
PLO G
(Use tins space for nounal suimplaud)
36333o I101E/0500004
PrmtName Suawlsta a.
NOTARY PUBLIC m and for the State of
Wa&mgton. madmg at _ SM &A a
My Appointment expres 1%f-,o�!
7
2001 12200730
Packet Pg. 163
9.3.b
TE OF CALIFORNIA )
OF )
on N.
appellred
the bates of smms
acknowledged to sne
signattve an the trim
UUMVAIM
befot+e or,
pe:smalty known to true (or proved to me an
rMetim) to be the person whoa settee a strbscrtbed to the wttien matrtn=t wad
it he/she executed the sane to hm/her atsthortzed capacity, and d mt by hsslher
kV the person, or the entity upon beWof which the pmam acted. execcnted the
Wgmw my band wndpftml seal
(Use tins apace for notarial smnV/seal)
36353411018405 00004
Pent Name
NOTARY PUBLIC in and for the State of
ltfr,r 0 tang at
M lttttttt=tt expires
vs
8
200112200730
Packet Pg. 164
9.3.b
STATE OR CAUFORNIA )
)SS
COUNTY OF ORANGE )
ON DsrMM M 2001 BEFORE ME, NEDI A WOLLNMJR. NOTARY PUBLIC
PERSOIYLLLY APPEARED MARK A SMMTH PERSONALLY IWOWN TD ME TO BE THE PERSON WHOSE
NAME 18 SUBBCREEOTO THE W MIN M18TRUNIM AND ACWWWUMQW TOME THAT HE EXECUTED THE
SAME IN HIS AUTHORIZED CAPACITY, AND THAT BY HE SKMATURE ON THE ■iITMAUNs THE PERSON, OR
THE ENTITY UPON BEHALF OF WHICH THE PERSON ACTED, EXECUTED THE INSTRUMBIT
WITNESS my halo! and off cal seal
-;�� e�--...P
NOTARY'S SIGNATURE
E1901 A. MfOflleN
COMMON ON 012Nme
ATTENTION NOTARY Although the BfforrIuMm requested below is OPTIONAL, It could
prevent fraudulent aflechment of thus certificate to unauthorized document
DESCRIPTION OF ATTACHED DOCUMENT
TITLE OR TYPE OF DOCUMENT
(For Edmonds Termmml ProoeAY. Parcel No 182703,24019M
NUMBER OF PAGES a yeas Buss EYhibft'& . !�1 a B• - a oases = 9 Mes total excludme
Dory Oases
DATE OF DOCUMENT December 17. 2W1
CAPACITY OF SIGNER Attomav-in-Fact
SIGNER REPRESENTS. o rnMon Or! G,.:.� of M'-aftfomm. a Gahfonna caM900on
SIGNER(S) OTHER THAN NAMED ARM Gary Haskenson, Mayor of the City of Edmonds,
a Washmgton munmWal corporation
20011220073U
Packet Pg. 165
9.3.b
DESCi1IP1YONOFIRLIL PIWPBRTY
ALL THAT PORTION OF GOVEIDA M LOT 1 AND OF TIDELAND LOT 1, IN SECTION 26,
TOWNSHIP 27 NORTH, RANGE 3 EAST, W M . IN SNOHOMISH COUNTY, WAMM4Gi'ON,
LYING WESTERLY OF THE WESTERLY LINE OF THE GREAT NORTHERN RAILWAY
COMPANY RIGHT OF WAY AS CONVEYED BY INSTRL]MENT RECORDED IN VOLUME 17 OF
DEEDS, PAGE 132 AND IN VOLUME 38 OF DEEDS, PAGE 412. AND LYING SOUTITItLY OF
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DESC�P'ITON OF
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Dacldpter' mck dmg all mtpmvtuomta and sppmunsum tbamm mduft but not lumped to the
wharf Wditlm
2 Utllmes end ptpmg wtthm the bourAutea of the Property, mchtdmg but not hmdcd to all tmltttes and
pig below ground or an the docidpkr,
3 Psvwg mad mgdWt, utckWm but not hnttted to the paved pw tmg an and the mphalt walltway, end
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DH-(R P nM OF COMPANY'S ADJACENT PROPERIIBS
LOTS 1, 2 AND 3, CITY OF EDMONDS SEIORT PLAT (S4MIS) RECORDED UNDER AUDi'MS
FLU NO 9810055004. BEING A PORTION OF GOVEDGIENT LOTS I AND 3. AND PORTION OF
THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SEMOIN 26, TOWNSEaP 27
NORTH. RANGE 3 EAST, W M
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Packet Pg. 168
9.3.c
FIRST AMENDMENT TO AGREEMENT FOR SALE
OF REAL PROPERTY AND ESCROW INSTRUCTIONS
This First Amendment to Agreement for Sale of Real Property and Escrow Instructions (this
"First Amendment") is made this 11 "" day of March, 2005 by and between the Washington Department
of Transportation, and agency of the State of Washington ("Buyer") and Union Oil of California, a
California corporation ("Company").
RECITALS
Buyer and Company are parties to that certain Agreement for Sale of Real Property and Escrow
Instructions dated for reference purposes January 27, 2005 (the "Purchase Agreement") for property
commonly known as the Edmonds Lower Yard, as legally described on Exhibit A to the Purchase
Agreement (the "Property").
Pursuant to Section 7 of the Purchase Agreement, Company provided Buyer the opportunity to
review certain documents (the "Disclosure Documents") relating to the Property. A list of the Disclosure
Documents was to have been attached as Exhibit H to the Purchase Agreement.
Company in connection with another matter recently reviewed the documents listed as available
for review and discovered that a number that were not listed on the Disclosure Document list.
Company and Buyer wish to confirm the list of the Disclosure Documents available for review by
Buyer, and Buyer, having now reviewed such updated list and made any further examination it deems
appropriate, wishes to confirm that it wishes to go forward with the transaction.
AGREEMENT
Now, therefore, for good and valuable consideration, the parties agree as follows.
1. Exhibit H to the Purchase Agreement is hereby replaced in its entirety by the document
attached hereto as Attachment 1, and Company confirms that this is an accurate list of the Disclosure
Documents that are available to Buyer for examination, and Buyer, having reviewed such updated list
prior to execution of this First Amendment, and having made any further examination it deems
appropriate, confirms that it wishes to go forward with the transaction under the Purchase Agreement.
2. Attachment 1 (the new Exhibit H) contains several references to "contains Privilege
Material'. This indicates files which, if the file is requested for examination, Company will remove
privileged material (e.g. attorney -client correspondence) and provide a privilege log.
3. Except as specifically provided herein, the Purchase Agreement is and remains in full
force and effect.
[signature blocks on next page]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement for Sale of Real
Property and Escrow Instructions to be effective as of the date first above written.
"Company":
UNION OIL COMPANY OF CALIFORNIA,
a California corporatio
By:
J es J. De n
Its: General Manager
"Buyer":
STATE OF WASHINGTON
DEPARTMENT OF TRANSPORTATION
By: 7
nka-j��
MIKE ANDERSON
Its: WSF Acting Director
By
GERALD L. GALLINGER
ts: Director of Real Estate Services
APPROVED AS TO FORM:
By: _�3�
ryce E. Bro
Senior Counsel
Office of the Attorney General
Y.\WP\WHB\1180\002A021C. WHB.DOC
Packet Pg. 170
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ATTACHMENT 1 TO
FIRST AMENDMENT TO AGREEMENT FOR SALE
OF REAL PROPERTY AND ESCROW INSTRUCTIONS
BEING EXHIBIT H TO PURCHASE AGREEMENT
DISCLOSURE DOCUMENTS
Edmonds Terminal, General
Dames & Moore 1950. Fill Soils, Proposed Asphalt Refinery, Edmonds, WA. August 2.
Dames & Moore 1950. Source of Fill Soils and Placement of Fill, Proposed Asphalt Refinery, Edmonds,
Washington. August 15.
Dames & Moore 1951. Tank Settlements, Proposed Asphalt Plant, Union Oil Company of California,
Edmonds, Washington. July 25.
Dames & Moore 1955. Report of Soils Investigation, Edmonds Asphalt Refinery. May 6.
GeoEngineers 1986. Phase I Site Assessment Report, Edmonds Fuel Terminal, Edmonds, Washington.
Prepared for Unocal Corporation. December 4.
GeoEngineers 1987. Progress Report No. 1, Subsurface Product Recovery Program, Edmonds Fuel
Terminal. August 31.
GeoEngineers 1988. Progress Report No. 2, Subsurface Product Recovery Program, Edmonds Fuel
Terminal. October 10.
GeoEngineers 1989. Environmental Remediation Planning, Edmonds Fuel Terminal. March 10.
GeoEngineers 1989. Progress Report No. 3, Subsurface Product Recovery Program, Edmonds Fuel
Terminal. September 19.
GeoEngineers 1989. Report of Geotechnical Services, Site Contamination Assessment, Waste Soil
Stockpile Area, Edmonds Fuel Terminal, Edmonds, Washington.
GeoEngineers 1990. Results of Site Characterization, Marine Diesel Spill, Edmonds Fuel Terminal,
Edmonds, Washington.
GeoEngineers 1991. Proposal for Bioremediation of Fuel -Contaminated Soil, Unocal Fuel Terminal.
March 8.
GeoEngineers 1991. Progress Report No. 4, Subsurface Product Recovery Program, Edmonds Fuel
Terminal. April 19.
GeoEngineers 1992. Historic Research and Remedial Investigation Report, Edmonds Fuel Terminal.
September 11.
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EMCON 1994. Free Petroleum Product Recovery System Report, Unocal Edmonds Bulk Fuel Terminal.
Prepared for Unocal Corporation. January 20.
EMCON 1994. Background History Report, Unocal Edmonds Bulk Fuel Terminal. Prepared for Unocal
Corporation. February 15.
EMCON 1995. Remedial Investigation Work Plan, Unocal Edmonds Bulk Fuel Terminal. Prepared for
Unocal Corporation. April 26.
EMCON 1995. Final Upland Sediments Evaluation Work Plan. Prepared for Unocal Corporation.
May 1.
EMCON 1995. Addendum, Remedial Investigation Work Plan, Unocal Edmonds Bulk Fuel Terminal,
April 26, 1995. Prepared for Unocal Corporation. August 31.
EMCON 1995. Existing Monitoring Well Assessment and Proposed Monitoring Well Network, Unocal
Edmonds Bulk Fuel Terminal. Prepared for Unocal Corporation. September 21.
EMCON 1995. Addendum, Existing Monitoring Well Assessment and proposed Monitoring Well
Network. September 21.
EMCON 1995. Third Quarter 1995 Interim Product Recovery Operations Report. November 14.
EMCON 1996. Interim Deliverable, Drainage System Inventory Results, Unocal Edmonds Bulk Fuel
Terminal. Prepared for Unocal Corporation. February 8.
EMCON 1996. 1995 Interim Product Recovery Operations Report, Unocal Edmonds Bulk Fuel
Terminal. February 29.
EMCON 1996. Draft Feasibility Study Report, Unocal Edmonds Bulk Fuel Terminal. November 25.
(Final dated April 12, 1996)
EMCON 1996. Final Feasibility Study Work Plan, Unocal Edmonds Bulk Fuel Terminal. Prepared for
Unocal Corporation. April 12.
EMCON 1996. Unocal Edmonds Bulk Fuel Terminal RI/FS, Combustible Gas Monitoring and
Evaluation. Prepared for Unocal Corporation. July 25.
* EMCON 1996. Draft Remedial Investigation Report, Unocal Edmonds Bulk Fuel Terminal, Edmonds,
Washington. Prepared for Unocal Corporation. Volumes I, II, H. August 23.
EMCON 1997. 1996 Interim Product Recovery Operations, Unocal Edmonds Bulk Fuel Terminal.
February 27.
EMCON 1997. Revised RI Sampling and Analysis Plan Addendum, Unocal Edmonds Bulk Fuel
Terminal. October, as amended March 26, 1998.
EMCON 1999. 1998 Interim Product Recovery Operations Report. February 25.
EMCON 1998. 1997 Interim Product Recovery Operations, Unocal Edmonds Bulk Fuel Terminal.
March 24.
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EMCON 1998. Draft Technical Memorandum, Preliminary Alternative Cost Evaluation. April 28.
[Final version dated September 11, 1998]
EMCON 1998. Storm Water Pollution Prevention Plan, Unocal Edmonds Terminal. June 25.
EMCON 1998. Technical Memorandum regarding Groundwater Conditions at the Unocal Bulk Fuel
Terminal. September 11.
* EMCON 1998. Draft Remedial Investigation Report, Unocal Edmonds Bulk Fuel Terminal, Edmonds,
Washington. Prepared for Unocal Corporation Asset Management Group. October 19.
EMCON 1999. Unocal Edmonds Bulk Fuel Terminal, August 1998 and February 1999 Groundwater Data.
May 13.
Maul Foster & Alongi, Inc. 1999. 1998 Interim Product Recovery Operations Report, Unocal Edmonds Bulk
Fuel Terminal. February 1.
Maul Foster & Alongi, Inc. 2000. 1999 Interim Product Recovery Operations Report, Unocal Edmonds Bulk
Fuel Terminal. January 31.
Maul Foster & Alongi, Inc. 2000. Unocal Edmonds Terminal, February 2000 Groundwater Data. July
25.
* Maul Foster & Alongi, Inc. 2001. Draft Remedial Investigation Report, Unocal Edmonds Bulk Fuel
Terminal, Edmonds, Washington. February 2.
Maul Foster & Alongi, Inc. 2001. 2000 Interim Product Recovery Operations Report, Unocal Edmonds
Bulk Fuel Terminal. February 6.
Maul Foster & Alongi, Inc. 2001. Transmittal of Whole Effluent Toxicity (WET) Testing Approach.
February 21.
Maul Foster & Alongi, Inc. 2001. Summary Tables 1 and 32, Fractionated Groundwater Analytical
Results. April 16.
Maul Foster & Alongi, Inc. 2001. Transmittal of Trestle Survey. April 26.
Maul Foster & Alongi, Inc. 2001. Memorandum regarding Unocal Edmonds Sediment Data. May 14.
Maul Foster & Alongi, Inc. 2001. Memorandum regarding Technical Issues Regarding the Development
of Human Health -based Surface Water Cleanup Levels for Petroleum Hydrocarbons. May 14.
Maul Foster & Alongi, Inc. 2001. SEPA Checklist for Interim Actions and Flood Plain Map. May 30.
* Maul Foster & Alongi, Inc. 2001. Draft Interim Action Report. June 2.
* Maul Foster & Alongi, Inc. 2001. Draft Supplemental Remedial Investigation Work Plan. June 2.
Maul Foster & Alongi, Inc. 2001. Updated Feasibility Study Work Plan. June 2.
Maul Foster & Alongi, Inc. 2001. Transmittal of Asbestos and Lead Paint Survey. June 4.
Y:\WP\WHB\l 180\002A02 (C. W HB.DOC
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* Maul Foster & Alongi, Inc. 2001. Draft Remedial Investigation Report, 4 Volumes. June 9.
Maul Foster & Alongi, Inc. 2001. Transmittal of Responses to WA DOE Questions on February 2001
Tiered Approach. June 29.
Maul Foster & Alongi, Inc. 2001. Transmittal of Responses of Construction Documents Associated with
Interim Action at Unocal Edmonds Terminal. July 12.
Maul Foster & Alongi, Inc. 2001. Transmittal of post -RI Groundwater Data from MW-7U. July 23.
Maul Foster & Alongi, Inc. 2001. WET Testing Issue Paper, Unocal Edmonds Terminal. October 3.
Maul Foster & Alongi, Inc. 2001. Transmittal of Storm Water Pollution Prevention Plan. October 15.
Maul Foster & Alongi, Inc. 2001. Transmittal of laboratory Report Associated with Sand Blast Grit
Sample. October 29.
Maul Foster & Alongi, Inc. 2001. Transmittal of Admiral Way Soil Boring Data. October 30.
Maul Foster & Alongi, Inc. 2001. Transmittal of MTBE Data. October 31.
* Maul Foster & Alongi, Inc. 2002. Draft Whole Effluent Toxicity Testing Work Plan. January 31.
* Maul Foster & Alongi, Inc. 2001. Draft Interim Action Report, Unocal Edmonds Terminal." February
28.
* Maul Foster & Alongi, Inc. 2001. Draft Supplemental Remedial Investigation Workplan, Unocal
Edmonds Terminal, Edmonds, Washington. February 28.
Parametrix 1991. Draft Site Hazard Assessment Work Plan, Unocal, Edmonds Terminal, Site
Assessments. (Final Version June, 1991)
Parametrix 1991. Site Hazard Assessment Summary Report for Unocal Tank Farm, Edmonds,
Washington, prepared for Washington Department of Ecology. June.
Public Participation Plan, 1996, Unocal Corporation and State of Washington Department of Ecology,
Unocal Edmonds Bulk Fuel Terminal, Edmonds, Washington. March.
West Pac International, Inc. 1996. Above Ground Tank Inspection, Unocal Edmonds, Washington. June.
Maul Foster & Alongi, Inc. 2001. Unocal Edmonds Terminal, September 2001 Surface Water Data.
November 21.
* Maul Foster & Alongi, Inc. 2003. Draft Supplemental Remedial Investigation Report, Unocal
Edmonds Terminal, V. I. April 28.
Maul Foster & Alongi, Inc. 2003. Supplemental Remedial Investigation Report, Unocal Edmonds
Terminal, V. H, Appendices A-C. April 28.
Maul Foster & Alongi, Inc. 2003. Supplemental Remedial Investigation Report, Unocal Edmonds
Terminal, V. III, Appendix D. April 28.
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Maul Foster & Alongi, Inc. 2003. Supplemental Remedial Investigation Report, Unocal Edmonds
Terminal, V. IV, Appendix E — H. April 28.
* CH2MHILL 2000. Draft Workplan, City of Edmonds Sediment Investigation. June.
EHS International, Inc. Limited Hazardous Materials Survey Report. May 30.
Terra Associates 2001. Preliminary Test Pit Logs, Unocal Site. October 23.
Maul Foster & Alongi, Inc. 2001. Transmittal of Admiral Way Soil Boring Data. October 30.
Maul Foster & Alongi, Inc. 2001. Transmittal of MTBE Data. October 31.
Maul Foster & Alongi, Inc. 2001. Sampling and Analysis Plan, Unocal Edmonds Terminal. November
2001.
* Maul Foster & Alongi, Inc. 2001. Draft Operation and Maintenance Manual, Unocal Edmonds
Terminal. December 28.
Maul Foster & Alongi, Inc. 2002. Unocal Edmonds Terminal, GeoEngineers Boring Logs. February 5.
Maul Foster & Alongi, Inc. 2002. Transmittal of MEC Analytical Systems' Standard Operating
Procedures for Pimephales, Promelas, Ceriodaphnia Dupia, Menidia Beryllina and Mysidopsis
Bahia (chronic tests). February 7.
Maul Foster & Alongi, Inc. 2002. November 2001 Groundwater Monitoring Event, Unocal Edmonds
Terminal. March 18.
Maul Foster & Alongi, Inc. 2002. Unocal Edmonds Terminal, Storm Water Bioassay Results. March 21
Austin Company Engineers and Builders. 1963. Edmonds Industrial Park. November 20.
Report, "Unocal Point Edwards Fueling Facility." [Contains Privilege Material]
Correspondence, 1991 — 1993, State of Washington Department of Ecology, regarding Edmonds
Terminal.
Correspondence, 1994 —1995, State of Washington Department of Ecology, regarding Edmonds
Terminal.
Correspondence, 1996 —1997, State of Washington Department of Ecology, regarding Edmonds
Terminal.
Correspondence, 1998 — 2002, State of Washington Department of Ecology, regarding environmental
testing and remediation efforts.
Correspondence, 2003, State of Washington Department of Ecology, regarding Edmonds Terminal.
Correspondence, 1998 — 2002, Unocal with State of Washington Department of Ecology, regarding
Edmonds Terminal.
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Correspondence, 2003 — 2004, State of Washington Department of Ecology, regarding NPDES Permit
Quarterly Discharge Monitoring Report.
Correspondence, State of Washington Department of Ecology to W. Driscoll, regarding Edmonds Bulk
Fuel Terminal. [Contains Privilege Material]
Correspondence, 2001, Maul Foster & Alongi, Inc. to David South, Department of Ecology, regarding
September 2001 Surface Water Data. November 21.
Correspondence, 1996, to State of Washington Department of Ecology, regarding Evaluation of Interim
Product Recovery Alternatives, Unocal Edmonds Bulk Fuel Terminal. April 17.
Correspondence, 2001, Maul Foster & Alongi, Inc. to David South, Department of Ecology, regarding
June 2001 Groundwater Data. November 29.
Correspondence, 2001, Maul Foster & Alongi, Inc. to David South, Department of Ecology,
regarding September 2001 Surface water Data. November 29.
State of Washington Department of Ecology. Agreed Order regarding Edmonds Bulk Fuel Terminal.
Correspondence, 1996, State of Washington Department of Ecology, regarding Unocal Edmonds Bulk
Fuel Terminal, Preliminary Uplands Sediment Data Table. June 14.
Correspondence, 2003, State of Washington Department of Ecology, regarding Unocal Edmonds
Terminal, Youth of Method of Groundwater Total Petroleum Hydrocarbon Cleanup Levels, for
developing Method B Surface Water Total Petroleum Hydrocarbon Cleanup Levels per WAC
173-340-730(3). May 8.
Correspondence, 1992 —1993, Unocal, regarding Edmonds Terminal.
Correspondence, 1994, Unocal, regarding Edmonds Terminal.
Correspondence, 1995, Unocal, regarding Edmonds Terminal.
Correspondence, 1996, Unocal, regarding Edmonds Terminal.
Correspondence, 1997, Unocal, regarding Edmonds Terminal.
Correspondence, 1955-1957, Unocal, regarding development of Edmonds Beach Property, development
costs, and fill material usage.
Memo, 1992, R. Merritt. to J .Kerrigan, regarding Unocal Edmonds PCS Facility and related projects.
November 6.
Correspondence, 1995 — 1997, Lund Consulting, Inc., regarding Edmonds Terminal. [Contains Privilege
Material]
Correspondence, 2000 — 2003, Maul Foster & Alongi, Inc., regarding various environmental issues.
Correspondence, 1992 — 1994, EMCON, regarding Edmonds Terminal.
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Correspondence, 1994 —1995, EMCON, regarding Interim Product Recovery operations, Edmonds Bulk
Fuel Terminal.
Correspondence, 1995, EMCON, regarding Edmonds Terminal.
Correspondence, 1996, EMCON, regarding Edmonds Terminal.
Correspondence, 1997, EMCON, regarding Edmonds Terminal.
Correspondence, 1998 —1999, EMCON, regarding Edmonds Terminal.
Correspondence, 1996 — 1997, GeoEngineers, regarding Edmonds Terminal.
Correspondence, 1990, GeoEngineers, regarding Workplan Continuing Site Assessment, Unocal
Terminal. July 16.
Correspondence, Seacor, regarding environmental testing at Edmonds Terminal.
Correspondence, 1998, Landau Associates, Inc., regarding environmental testing and Edmonds Terminal.
Correspondence, 2001, Snohomish Health District to W. Toskey (Port of Edmonds), regarding site hazard
assessment — Port of Edmonds. January 19.
Correspondence, 1996 — 1997, W&H Pacific, regarding Point Edwards Property Alternative.
Correspondence, 1995, Analytical Technologies, Inc., regarding sediment analyses at Edmonds Terminal.
Correspondence, 1996 — 1997, ECAC (Edmonds Citizens Awareness Committee), regarding
environmental issues.
Correspondence, 2001, Triad Associates, regarding the Triad Point Edwards Site.
Correspondence, 1950, Port of Edmonds regarding Yacht Basin.
Correspondence and notes, 1988 — 1989, regarding Lake McGuire Monitoring Project, Edmonds
Terminal.
Correspondence, 1988 — 1991, regarding Edmonds Soil Storage Monitoring.
Correspondence and facility inspection forms, U.S. Coast Guard, regarding Edmonds Terminal.
Data, 1999 — 2001, containing free product recovery information regarding Edmonds Terminal.
North Creek Analytical 1996. Sample Reports regarding Edmonds Terminal.
Pentec Environmental 1998. Evaluation of Habitat Benefits and Impacts Associated with the Proposed
Daylighting of the Outlet from Edmonds Marsh. December 18.
Unocal. Stormwater Management and Reports, Edmonds Terminal.
Newspaper articles regarding Edmonds Terminal.
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Public relations regarding environmental studies and cleanup, Edmonds Terminal.
RCRA Hazardous Waste Reporting, 1995 —1996, Edmonds Terminal.
Veco, Inc. 1992. Draft Design and Operations Plan, Unocal — Edmonds Thermal Desorption Soil
Recycling Facility. June 24.
Product materials and correspondence regarding Underground Storage Tanks (UST).
Unocal 1990. Reports and memoranda regarding Chevron spill at Point Wells.
Analytical Technologies 1995. Sample Analysis Reports.
Analytical Technologies 1996. Sample Analysis Reports.
MultiChem Analytical Services 1997. Sample Analysis Reports.
Maul Foster & Alongi, Inc. 2001. Air Monitoring Reports.
Coast Guard Inspections, 1991.
Edmonds Marketing Terminal Wharf Rehabilitation Design Summary. February 1974.
David Evans & Associates, Inc. 2002. Draft "Site Master Plan for Point Edwards, Edmonds,
Washington." February 1.
Memoranda, 1992, G.E. Gunderson (Unocal) to P.C. Stern, regarding Edmonds Terminal status. July 21
Memoranda, Jim Clark (Unocal) to Gary Gunderson, regarding GeoEngineers' Site Assessment
Documents.
Memoranda, 2004, Linda Mortensen and Less Williams (Integral Consulting, Inc.) to Mike Staton,
regarding Preliminary Sediment Bioassay Results for Unocal Site, Edmonds, Washington. January
27.
Memoranda, 1989, Unocal, regarding Site Contamination Assessment, Lake McGuire, Edmonds
Terminal. September 14.
Memoranda, 1937, Unocal, regarding tank construction, wharf repairs, tank locations, asphalt refinery,
expenditures for terminal improvements and repairs, annexation of site to City limits, oil storage,
disposal of sludge, and spurtrack easements.
Diagram, 1995, Triad Associates, "Wetlands and Slope Analysis Exhibit, Edmonds Tank Farm, City of
Edmonds, Washington." February 22.
Maps and diagrams, including topographical map, zoning map, comprehensive plan map, flood plane
map, area of contamination site map, general site map showing subdivisions lease to City lease
from Department of Natural Resources and Salmon Hatchery.
WestPac 1996. Unocal Tank Inspections, Edmonds Terminal. July.
Prezart 1996. Asbestos Survey, Edmonds Tank Farm, Edmonds, WA. September 10.
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Emerald Services 2001. Unocal Marketing Terminal, Edmonds Washington, Above Ground Tank
Inspection Report (Upper Yard). June.
EHS Environmental 2001. Asbestos Good Faith Survey, Unocal Fueling Facility. June 28.
Documents concerning Marina Beach, Tidelands and Neighboring Properties:
CH2M Hill 2000. Phase I Environmental Site Assessment, Edmonds Marina Beach Park, Prepared for
the City of Edmonds. August.
CH2M Hill 2000. Work Plan, City of Edmonds Sediment Investigation, prepared for the City of
Edmonds. August.
CH2Mhill 2000. Results of the Upland and Sediment Investigations. Correspondence to Bill Joyce.
November 7.
CH2Mhill 2000. Final Report — City of Edmonds, Sediment Investigation. Correspondence to Lisa
Saban (CH2Mh0). December 29.
Landau Associates, Inc. 1998. Petroleum Hydrocarbon Investigations, South Marina, Port of Edmonds,
Washington. April8.
Maul Foster & Alongi, Inc. 2000. Sediment Sampling Results, Unocal Pier Area. May 16.
ThermoRetec 2000. Results of Brownfields Scoping Analysis - Unocal Edmonds Terminal. June 23.
Snohomish County Health District 2001. Site Hazard Assessment — Port of Edmonds, 400 Admiral Way,
Edmonds, Washington. January 19.
State of Washington Department of Natural Resources 2001. City of Edmonds Sediment Investigation.
January 24.
Agreement, 1923, with Great Northern Railway Company. June 1.
Lease, State of Washington Department of Natural Resources Harbor Lease No. 22-002684.
Property, Title documents regarding Marina Beach.
Insurance, Chicago Title Insurance Company, Schedules A and B, regarding Marina Beach Edmonds
Terminal property, proposed insured: City of Edmonds.
Insurance, Chicago Title Insurance Company, Preliminary Title Report, Order No. 365685.
Correspondence, 1999, regarding Marina Beach development and sale.
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Diagram, "Boring locations, Marina Beach Park." Undated.
Diagram, 1982, General Arrangement Drawing No. L2A151 for Wharf. March 16.
Documents concerning Harbor Square Property:
Landau Associates, Inc. Survey Field notes (1991) with sample report data (1991-1993).
Landau Associates, Inc. 1996. Results of Field Explorations and Analyses for Geotechnical Design
Recommendation for Proposed Dry Stack Boat Storage Facility at Port of Edmonds. March 4.
Landau Associates, Inc. 1996. GeoTechnical Engineering Design Proposed Port of Edmonds Dry Stack
Boat Storage, Edmonds, Washington. March 14.
Memo, 1963, W. Martin to C.E. Rathbone (Unocal), regarding July 23, 1963, lease to American Tar
Co. November 8.
Memo, 1963, Martin to Niven (Unocal), regarding lease cancellation with Tri-City Sand & Gravel Co.
April 30.
Memo, 1963, Flanagan to Boehmer (Unocal), regarding Earl L. Joplin lease. July 25.
Memo, 1963, Flanagan to Boehmer (Unocal), regarding American Tar lease. July 25.
Memo, 1958, Hovland to Schafer (Unocal), regarding proposed lease to Joplin Paving Company. January
23.
Memo, 1958, Monroe to Hiatt, regarding Lease Agreement with General American Transportation
Corporation. July 30.
Memo, 1949, Unocal to Herffernan Jr., General American Transportation Corp., regarding third party
industry track agreement. February 28.
Memo, 1951, regarding Lease Agreement with General American Transportation Company, dated July
27, 1948. February 12.
Memo, 1958, Monroe to Schafer, regarding General American Transportation Corp. Lease Agreement.
May 1.
Lease Agreement, 1948, Unocal and General American Transportation Corporation (GATX). July 27.
Lease Agreement, 1963, Unocal and Earl L. Joplin. July 23.
Lease Agreement, 1958, Unocal and Earl L. Joplin. June 2.
Lease Agreement, (year illegible), Unocal and Tri-City Sand & Gravel Co. May 5.
Lease Agreement, 1958, Unocal and General American Transportation Corporation. July 31.
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Lease Agreement, 1958, Great Northern Railway Company, Unocal, and General American
Transportation Corporation. August 1.
Lease, 1964, Unocal and Roy Allen. March 1.
Lease Agreement, 1958, Unocal and Earl L. Joplin. June 2.
Correspondence, 2001, S. Becker (State of Washington Department of Ecology) to W. Toskey (Port
of Edmonds), regarding Independent Remedial Action, Harbor Square. September 17.
Correspondence, 2000, W. Toskey (Port of Edmonds) to M. Brearley (Unocal), regarding Potential
Environmental Liability and Request to Sign Tolling Agreement, Harbor Square. February 22.
Correspondence, 1999, Ritter (Snohomish Health District) to G. Gunderson (Unocal), regarding Site
Hazard Assessment Conducted at Harbor Square. January 27.
Correspondence, 1996, W. Toskey (Port of Edmonds) to BNSF, GATX, and William Joplin
Company, regarding Notice of Environmental Contamination and potential liability. August 6.
Correspondence, 2001, S. Becker (State of Washington Department of Ecology) to W. Toskey (Port of
Edmonds), regarding independent remedial action at Harbor Square. September 17.
Correspondence, 2000, W. Toskey (Port of Edmonds) to M. Brearley (Unocal), regarding Potential
Environmental Liability and Request to Sign Tolling Agreement, Harbor Square Property.
February 26.
Correspondence, 1994, Sander (Port of Edmonds) to J. Comstock (Unocal), regarding cooperative
remediation efforts. August 26.
Fax correspondence, 2002, Landau Associates Inc. to Unocal, enclosing October 31, 2002,
correspondence/report regarding Independent Remedial Action -Bunker C Fuel Oil, Harbor
Square Complex Storm Sewer System; revised site map and legal description of Harbor Square
Site recorded with Snohomish County; and packet of information related to South Marina site
investigations. August 29.
Documents Concernine Upper Yard Property
GeoEngineers 1988. Report of Geotechnical Services, Subsurface Contamination Study, Upland Fuel
Tank Area, Edmonds Fuel Terminal, Edmonds, Washington.
* GeoEngineers 1991. Draft Supplemental Subsurface Contamination Assessment, Upper Yard,
Edmonds Fuel Terminal and Burlington Northern Railroad, Edmonds, WA. September 5.
* Geo Environmental Services 1992. Draft Subsurface Contamination Study, Western Portion, Upper
Yard, Edmonds Fuel Terminal, Edmonds, Washington. November 19.
GeoEngineers 1993. Supplemental Subsurface Contamination Assessment, Upper Yard, Edmonds Fuel
Terminal and Burlington Northern Railroad Properties, Edmonds, Washington.
EMCON 1996. Preliminary Upper Yard Hydrogeology Evaluation, Unocal Bulk Fuel Terminal,
Edmonds, Washington. Prepared for Unocal Corporation. May 6.
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Maul Foster & Alongi, Inc. 2000. Memorandum regarding Permits/Approvals for Upper Yard Soil
Removal. October 5.
Maul Foster & Alongi, Inc. 2001. Technical Memorandum, Terrestrial Ecological Evaluation of Upper
Yard. November 30.
* Maul Foster & Alongi, Inc. 2001. Draft Upper Yard Compliance Monitoring Plan, Unocal Edmonds
Terminal. December 18.
Maul Foster & Alongi, Inc. 2001. Addendum to Sampling and Analysis Plan, Cultural Resources
Monitoring Procedures for Groundwater Monitoring Well Borings, Unocal Edmonds Terminal,
Terminal Upper Yard. January 25.
Maul Foster & Alongi, Inc. 2002. Unocal Edmonds Terminal, Draft Table 1-1, TPH results from the
Upper Yard test pits, and Draft Drawing 3, displaying all TPH results for the Upper Yard. March
14.
Maul Foster & Alongi, Inc. 2002. Upper Yard Test Pit Soil Samples, Unocal Edmonds Terminal. March
18.
Maul Foster & Alongi, Inc. 2002. Unocal Edmonds Terminal, Upper Yard Test Pit Data 2001/2002.
March 22.
* Maul Foster & Alongi, Inc. 2002. Draft Upper Yard Compliance Monitoring Plan, Unocal Edmonds
Terminal, Edmonds, Washington. April 9.
* Maul Foster & Alongi, Inc. 2003. Draft Addendum to Upper Yard Interim Action Report, Meadows
Area 9 and 10 Unocal Edmonds Terminal." October 9.
Maul Foster & Alongi, Inc. 2002. Revised Section of Technical Specifications for Upper Yard Interim
Action and Drawing #5. December 3.
Adolfson & Associates 1995. Unocal Edmonds Bulk Fuel Terminal, Wetlands Study, Edmonds, WA
(Upper Yard tank demolition). February.
ICONCO, Inc. 2004. Site Specific Health & Safety Plan, Unocal Corp., Edmonds Tank Farm facility
(Upper Yard tank demolition). June 20.
ICONCO, Inc. 2001. Environmental Protection Plan (Demolition), for Unocal Corp, Edmonds Tank
Farm Facility (Upper Yard tank demolition). June 20.
ICONCO, Inc. 2001. Demolition Work Plan for Unocal Corp., Edmonds Tank Farm Facility (Upper
Yard tank demolition). June 20.
ICONCO, Inc. 2001. Edmonds Tank Farm Facility, Phase I -Demolition, Scope of Work (Upper Yard
tank demolition). February.
ICONCO, Inc. Edmonds Tank Farm Facility, Demolition, Environmental Protection (Upper Yard tank
demolition). Undated.
Correspondence, 2003 — 2004, State of Washington Department of Ecology, regarding Upper Yard.
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Correspondence, 2001, Unocal, regarding Upper Yard Purchase Agreement/Point Edwards Property.
[Contains Privilege Material]
Correspondence, 2003, Maul Foster & Alongi, Inc., regarding backfill specifications and laboratory data
for the Upper Yard.
Correspondence, Maul Foster & Alongi, Inc,. regarding Upper Yard Interim Action, containing lab
reports and soil sampling.
Correspondence regarding Upper Yard sale agreement, including exhibits for the draft sale agreement
with Triad, certificate of formation, agreement of Point Edwards LLC, related financial statements, e-
mail correspondence regarding comments to draft agreements [Contains Privilege Material],
correspondence regarding modifications to indemnifications and releases. [Contains Privilege
Material]
Correspondence, 2002, Unocal, regarding escrow documents relating to Edmonds Terminal Upper Yard
sale. May 8. [Contains Privilege Material]
Correspondence, 2003, State of Washington Department of Ecology, regarding Upper Yard Interim
Action Plan.
E-mails, correspondence, and notes, 2001 — 2002, Unocal, regarding Upper Yard Purchase and Sale.
[Contains Privilege Material]
Memos, 1996, Unocal, regarding tank removal and fuel distribution facilities, Edmonds Terminal.
Title documentation, Upper Yard.
Agreement, 2000, Historic Deeds Easement Agreement regarding Upper and Lower Yards. September 6.
Updated Market Analysis for Point Edwards Property, 1998, "Highest and Best Use/Feasibility Update
for the Unocal Point Edwards Property." July.
David Evans and Associates 2002. Revised final "Site Master Plan for Point Edwards, Edmonds,
Washington." May 14.
City Foresters, Inc. 2002. "Edmonds Unocal Tank Farm, Point Edwards Greenbelt Forest, Conditions,
Recommendations, and Request for Consideration for Triad Development/Point Edwards,
L.L.C."
Prezart. Lead Sampling, Unocal Tank Farm, Unocal Real estate, Edmonds, WA (Upper Yard tank
demolition).
Correspondence, certificates of insurance regarding demolition project (Upper Yard tank demolition).
Poggemeyer 2001. Structural Site Visit Report, Earthquake Response (Upper Yard tank demolition).
April 9.
City of Edmonds. Construction Permits regarding demolition project (Upper Yard tank demolition).
WAC 197-11-960 Environmental Checklist.
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E-mails, notes, and internal legal memoranda, Unocal, regarding Point Edwards. [Contains Privilege
Material]
Documents Concerning Lower Yard Property
* GeoEngineers 1990. Draft Remedial Alternatives Assessment, Lower Yard, Edmonds Fuel Terminal.
November 27.
* GeoEngineers 1990. Draft Site Contamination Assessment, Lower Yard, Edmonds, Fuel Terminal,
GeoEngineers, and related progress report.
GeoEngineers 1991. Site Contamination Assessment, Lower Yard, Edmonds Fuel Terminal, Edmonds,
Washington.
Maul Foster & Alongi, Inc. 2001. Preliminary Cost Estimates for Lower Yard Interim Action. May 14.
Maul Foster & Alongi, Inc. 2001. Bidding Documents for Lower Yard Interim Action. July 10.
Maul Foster & Alongi, Inc. 2001. Construction Documents for Lower Yard Interim Action. July 11.
Maul Foster & Alongi, Inc. 2001. Addendum to Sampling and Analysis Plan, Cultural Resources
Monitoring Procedures for Groundwater Monitoring Well Borings, Unocal Edmonds Terminal,
Lower Yard. January 21.
Maul Foster & Alongi, Inc. 2001. Addendum to Sampling and Analysis Plan, Cultural Resources
Monitoring Procedures for Groundwater Monitoring Well Borings, Unocal Edmonds Terminal,
Lower Yard. January 21.
* Maul Foster & Alongi, Inc. 2002. Draft Lower Yard Interim Action As -built Report. January 31.
* Maul Foster & Alongi, Inc. 2004. Draft 2003 Lower Yard Interim Action As -Built Report, V. 1.
February 26.
* Maul Foster & Alongi, Inc. 2004. Draft 2003 Lower Yard Interim Action As -Built Report, Unocal
Edmonds Terminal - Text, Tables, Figures, and Lab Reports. February 26.
Triad Associates 2001. Edmonds Unocal Tank Farm, Undisturbed Ground Study and Request for
Consideration. December 4.
Report, 2000, regarding Limited Summary Appraisal of Edmonds Lower Yard. September 12.
Correspondence, 1998, Landau Associates, Inc. to Port of Edmonds, Petroleum Hydrocarbon
Investigations, South Marina, Port of Edmonds. April 8.
Correspondence, 2001, City of Edmonds, regarding Lower Yard re -zone.
Correspondence, 2003, Maul Foster & Alongi, Inc., regarding documents associated with Draft Interim
Action Report Workplan and Basin One for the Southwest Lower Yard.
Lease, 1984, Unocal and Laebuston Salmon Chapter (Deer Creek Hatchery Project). August 10.
Y:\WP\WHB\I I80\002A021 C. WHB.DOC
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Exhibit A, Request for Services Form, Waste Management Inc. Inc. for Lower Yard.
Waste Management & Rinker 2003. Bills of Lading. Materials regarding excavated soils, Lower Yard
Interim Action.
Documents Concernine Real Estate/Leases
Hunnicutt & Associates, Inc. 1991. "Market Value Appraisal of Edmonds Fuel Terminal," for Unocal
Fuel Storage and Distribution Terminal. May 24.
Re -Solve (Anthony Gibbons and Steven D. Matthews) 2002. Market Study of Point Edwards Site, MP2
Area, Edmonds, Washington. August 12.
CH2MHILL 1996. "Edmonds Crossing a Multi -Moto Transportation Center, Implementation Plan."
April.
Appraisal, 1976, Appraisal of Filled Industrial Site located at southwest corner of Dayton Street and State
Highway 104. December 29.
Appraisal, 1980, Real Estate Appraisal, Union Oil Marsh. April 30.
Appraisal, 1998, Restricted Appraisal of Edmonds Parcel One and Wharf property. March 16.
Deed, 1944, Deed of Property, Union Oil Company of California to A.B. Miller and Laura V. Miller,
(surplus parcel sale).
Lease, State of Washington Department of Natural Resources, Harbor Lease No. 22-002684.
Lease, 1957, original Lease and Bond of Harbor Areas to Union Oil Company of California. July 5.
Agreement, 1957, City of Edmonds and Unocal.
Deed, 1957, Quit Claim Deed, Port of Edmonds to Union Oil Company of California. May 6.
Lease Agreement, 1958, Union Oil Company of California and Earl L. Joplin. June 2.
Lease Agreement, 1961, Union Oil Company of California and Tri-City Sand and Gravel Company. May
5.
Agreement, 1963, Cancellation Agreement, cancellation of the American Tar Company Lease, effective
November 1, 1963. July 23.
Lease Agreement, 1964, Union Oil Company of California and Roy Allen. March 1.
Agreement, 1968, Union Oil Company of California and Port of Edmonds. November 1.
Lease, 1969, Municipal Lease, Union Oil Company of California and the City of Edmonds. February 3.
Agreement, 1974, Union Oil Company of California and ASARCO. October 9.
Agreement, 1976, Union Oil Company of California and Pacific Northern Oil Company. September 1.
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Agreement, 1979, Termination Agreement, Burlington Northern and Union Oil Company of
California, covering Spurtrack Agreement of August 8, 1958. Effective July 6.
Agreement, 1980, Concomitant Zoning Agreement, Unocal and City of Edmonds. February 18.
Lease, 1982, Municipal Lease, Union Oil Company of California and City of Edmonds. March 19.
Agreement, 1984, License Agreement, Unocal and City of Edmonds. July 12.
Lease, 1986, Municipal Lease Amendment, Unocal and City of Edmonds. July 14.
Lease, 1988, State of Washington Department of Natural Resources, Harbor Area Lease No. 22-002684.
February 8.
Agreement, 1997, Port of Edmonds and Union Oil Company of California. January 13.
Lease, Edmonds Terminal Tosco. Unsigned, undated.
Lease, 1997, Edmonds Terminal Lease, Unocal and PNEC Corporation. July 1.
Agreement, 2000, Easement Agreement, Port of Edmonds and Unocal. September 8.
Easement, 1944, Easement for Spurtrack, Union Oil Company of California and Great Northern Railway
Company, unsigned.
Easement, 1979, Terminal Easement to City of Edmonds for City water main. November 7.
Easement and Agreement, 1971, Union Oil Company of California and State of Washington Department
of Transportation, regarding storm sewer outflow. December 6. Lease, 1977, Harbor Lease Bond
No. 2438. July 5.
Easement, Pacific Northwest Bell, regarding underground communication lines. Undated.
Agreement, 1980, Zoning Agreement, Unocal and City of Edmonds, "Concomitant Zoning Agreement."
February 18.
Correspondence, 1944, regarding property survey at Edmonds.
Correspondence, 1957, Union Oil Company of California, regarding proposed yacht harbor, Port of
Edmonds. February and March. [Contains Privilege Material]
Correspondence, 1961, regarding drainage system updates.
Correspondence, 1995 —1996, State of Washington Department of Natural Resources, regarding aquatic
leases.
Correspondence, 1999 — 2000, Unocal, regarding real estate transactions, including certificates of
insurance, draft Edmonds Terminal leases, proposed leases, and purchase and sale.
Correspondence, 1997, Unocal, regarding fair lease rates.
Correspondence, 1997-2002, regarding lease negotiations and draft leases.
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Correspondence, State of Washington Department of Natural Resources, regarding Aquatic Lease No. 22-
002684. [Contains Privilege Material]
Memos, 1997, Unocal, regarding rents at the Edmonds Fuel Terminal facility.
Memoranda, 1964, Unocal, regarding Edmonds Wharf repairs, includes handwritten notes.
Memoranda and notes regarding fill for swamp area.
Memoranda, 1974-1980, Unocal, regarding asphalt refinery, real estate use and occupancy fees, surplus
property transfer to real estate department, and wharf repair. [Contains Privilege Material]
Newspaper articles regarding Edmonds Terminal lease agreements and remediation efforts.
Notice, 1979, Notice of Intention to Commence Annexation Proceedings, Unocal and City of Edmonds.
June 22.
Petition, 1980, Petition for Annexation to City of Edmonds. February 18.
Short Plat (S-98-018, 1998, City of Edmonds, Edmonds Tank Farm. August 19.
Permit, 1961, Great Northern Railway Company and Union Oil Company of California, regarding fill
material.
Purchase Option, 1943, Extension of Option to Purchase to Unocal. November 24.
Documents, 1998, regarding proposal to short plot including Chicago Title Insurance, land use
applications, and land survey diagram.
Documents regarding lease information, including Edmonds Terminal tax parcel breakdown for Lower
Yard, Upper Yard, and Marina Beach.
Documents regarding Edmonds Annexation, includes leases.
Other
GeoEngineers 1988. Phase I Site Assessment Report, Lake McGuire. December 16.
GeoEngineers 1988. Phase I Site Assessment Report, Lake McGuire, Edmonds Fuel Terminal, Edmonds,
Washington.
GeoEngineers 1989. Technical Report, Phase H Site Assessment, Lake McGuire, Edmonds Fuel
Terminal, Edmonds, Washington.
EMCON 1995. Monitoring Well and Soil Boring Log.
Documents, 1988, regarding explosion and fire.
Documents regarding Edmonds Historical/Spill Prevention Response Assessment.
Documents regarding NPDES Permit, Edmonds, Washington.
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Document, 1989, Unocal spill prevention and compliance, Edmonds Terminal.
Correspondence, 1992, regarding Edmonds Terminal project proposal.
Oil Spill Prevention Plan, 1993
Photographs, Edmonds Terminal, includes historic photos
Safety Meetings, 1991.
MSDS (Material Safety Data Sheets) Information and Program.
Quarterly Safety Audits.
Unocal 1980. Incident Report
Data, 1985 —1991, regarding Water Bottoms Sampling and Analysis.
Correspondence, Zelo, enclosing Puget Sound Air Pollution Control Agency Emission Points Segments
and Emissions Report.
Internal reports and memoranda, 1988, regarding Edmonds Tank Explosion. March 16. [Contains
potentially Privilege Material]
State of Washington Department of Ecology 1993. NPDES/Oil Spill Information.
Correspondence to R.E. Jenkins regarding facility oil spill prevention plans. February 24.
Correspondence, 1992, State of Washington Department of Ecology, regarding NPDES permit renewal
application.
Correspondence, 1941, Unocal, regarding proposed sewer line.
Correspondence, 1967 — 1973, regarding asphalt operations and Edmonds Terminal facility
improvements.
Correspondence, 2001, Washington State Department of Transportation, regarding Edmonds Cross Draft
EIS and Creek Realignment. February 8.
Correspondence and memoranda, 1993 —1995, regarding tank cleaning.
Memos and other related documentation regarding September 9, 1972, bunker oil spill.
Memo, 1972, E.R. Friess to J.J. Grunewald, both Unocal employees, regarding Edmonds Terminal
drainage control; photos regarding drainage ponds. July 10.
Memoranda, 1971, regarding Edmonds Terminal wharf rehabilitation.
Tank records, 1961, Edmonds Terminal. April 19.
Tank records, 1959, Unocal, Edmonds Terminal. November 6.
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Tank records, 1959, Edmonds Terminal. January 19.
Survey, 1940, "General Arrangement Storage Station Edmonds, Washington." February 20.
Aerial site photographs, 2002.
Aerial site photographs, 2000.
* No final version of report is available in Unocal files
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9.3.d
SECOND AMENDMENT TO AGREEMENT FOR SALE
OF REAL PROPERTY AND ESCROW INSTRUCTIONS
This Second Amendment to Agreement for Sale of Real Property and Escrow
Instructions (this "Second Amendment") is made this day of mA, 2006 by and between
the Washington Department of Transportation, and agency of the Stat7 of Washington ("Buyer")
and Union Oil of California, a California corporation ("Company").
RECITALS
Buyer and Company are parties to that certain Agreement for Sale of Real Property and
Escrow Instructions dated for reference purposes January 27, 2005 (the "Purchase Agreement")
for property commonly known as the Edmonds Lower Yard, as legally described on Exhibit B to
the Purchase Agreement (the "Property").
The Purchase Agreement requires Company to prepare and submit a Proposed
Remediation Plan, including Capital Remediation Work and Monitoring Work, to DOE. The
Purchase Agreement further requires Company to perform the Capital Remediation Work after
approval by DOE. The Purchase Agreement contains provisions for Company to obtain a
Remediation Bid Price for the Capital Remediation Work, and a Payment and Performance Bond
to secure performance of the Capital Remediation Work. Under the Purchase Agreement,
Company is entitled to pay third parties employed to perform the Capital Remediation Work
through draws from Escrow.
Company has determined that it is preferable to perform Capital Remediation Work
under an Interim Action, before it submits a Proposed Remediation Plan to DOE. In the
Approved Remediation Plan, DOE may require Company to perform additional Capital
Remediation Work, beyond that performed under the Interim Action. Thus, it is possible that
Capital Remediation Work will occur in two phases. As currently drafted, the Purchase
Agreement contemplates that Capital Remediation Work will occur in one phase only. Company
and Buyer agree that the Purchase Agreement should be modified to reflect the fact that the
Capital Remediation Work may occur in phases pursuant to the Approved Interim Action Plan
and/or pursuant to the Approved Remediation Plan.
Company and Buyer wish to amend the Purchase Agreement to reflect these
modifications.
AGREEMENT
Now, therefore, for good and valuable consideration, the parties agree as follows.
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A. Section 3.3.2.2.1 of the Purchase Agreement is modified to read as follows:
3.3.2.2.1 Payment of Additional Earnest Money. Within ten (10) business days
after Company has secured the Interim Action Payment and Performance Bond, the Escrow
Holder shall disburse to Company an amount (the "Additional Earnest Money") equal to the
lesser of (i) One Million Five Hundred Thousand and no/100 Dollars ($1,500,000.00) or (ii) the
amount remaining when there is subtracted from Eight Million One Hundred Seventy -Five
Thousand and no/100 Dollars ($8,175,000.00) the sum of the Initial Earnest Money plus the
O&M Payment, plus one hundred and fifty percent (150%) of the Interim Action Remediation
Bid Price. The Additional Earnest Money shall be applicable to the Purchase Price but shall
otherwise be non-refundable except on default by Company or if the Agreement is terminated
pursuant to the provisions in Sections 4.2.5, 6.3.2, 6.14 or 7.4.
B. Section 4.2.3 of the Purchase Agreement is modified to read as follows:
4.2.3 In the event Buyer desires an extended coverage policy of title insurance,
Company shall reasonably cooperate with Escrow Holder and Buyer in the preparation and
issuance of such policy, including the execution of such documents as may reasonably be
required; provided, however, that in no event shall any matter involved in the issuance of an
extended coverage title policy delay or extend any times set forth in this Agreement. Company
shall pay only the premium for a standard policy of title insurance. Buyer shall pay the
difference in cost in obtaining an extended coverage policy over a standard policy, including, but
not limited to, any ALTA survey required for such extended coverage policy. Buyer may further
identify any endorsements desired by Buyer (which shall be paid for by Buyer) and shall
negotiate with the Title Company for such endorsements. The intent of the parties is that all
Permitted Exceptions and all available endorsements shall be identified and the condition of title
required for the Close of Escrow shall be established, prior to Company's submission of the
Proposed Interim Action Report to DOE. Accordingly, Buyer shall complete any survey and
endorsement negotiations prior to January 3, 2005.
C. Section 5.4 of the Purchase Agreement is modified to read as follows:
5.4 Closing Date. Unless extended pursuant to the terms of this Agreement,
Escrow shall close within thirty (30) days after Company obtains written confirmation from
DOE, as set forth in Section 8.1.1, that Company has performed the Capital Remediation Work;
provided, however, that if DOE requires construction of a groundwater treatment system and
discharge from the constructed treatment system meets effluent limits established in the
discharge permit, as shown by Discharge Monitoring Reports prepared by Company and
submitted to DOE, then in no event shall Closing occur more than one hundred twenty (120)
days after Company submits to DOE a written report concluding (based on the DOE -approved
methodology) that the system's hydraulic capture zone is calculated and confirmed by field
measurement to be at least as large as the zone described in the Approved Remediation Plan.
Closing can be extended only upon Buyer and Company agreeing to an extension in writing and
signed by both Buyer and Company.
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D. The heading of Section 6.4 of the Purchase Agreement is modified to read as
follows:
6.4 Interim Action Report, Remediation Plan and Work.
E. Section 6.4.1 of the Purchase Agreement is modified to read as follows:
6.4.1 Company shall draft one or more plans for remediation of Contamination
on the Property that collectively shall contain (and specifically identify) a preferred alternative
consistent with the clean up action plan and shall contain (and specifically identify) two types of
work. The first type of work is the Capital Remediation Work, which includes, but is not limited
to, capital work for design and construction of the remedy, including soil excavation and
treatment, and establishment of a groundwater monitoring network, the details of which are set
forth in Exhibit F, attached hereto and by this reference made a part hereof. If required by DOE,
the Capital Remediation Work also shall include the design, construction, and start-up of a
groundwater treatment system.
The second type of work is Monitoring Work, which consists of all remedial work
performed after completion of the Capital Remediation Work. Monitoring Work includes, but is
not limited to, the subsequent operation of the groundwater treatment system, if construction is
required by DOE, and performance of compliance groundwater monitoring, the details of which
are set forth in Exhibit G, attached hereto and by this reference made a part hereof.
The Capital Remediation Work will be proposed to DOE in a Proposed Interim Action
Report. After completing the work required pursuant to the Approved Interim Action Report,
Company will submit to DOE a Proposed Remediation Plan. The Proposed Remediation Plan
will include Monitoring Work. If required by DOE, it also may include additional Capital
Remediation Work.
If the Proposed Remediation Plan proposes a groundwater treatment system, then the
Plan will include (i) a requirement that, following construction of the groundwater treatment
system, Company will prepare and submit to DOE a written statement confirming that the
treatment system was constructed in accordance with DOE -approved plans and specifications;
(ii) a proposed hydraulic capture zone; (iii) a proposed methodology for calculating and
performing confirming field measurements of the hydraulic capture zone of the treatment system
following start-up; (iv) a requirement that, following start-up of the groundwater treatment
system, Company will prepare and submit to DOE a written report concluding (based on the
approved methodology) that the treatment system's hydraulic capture zone is calculated and
confirmed by field measurement to be at least as large as the zone described in the Approved
Remediation Plan; and (v) a requirement that following start-up of the groundwater treatment
system, Company will prepare and submit to DOE a written report documenting that the treated
groundwater meets permitted discharge requirements. As approved by DOE, these documents
shall be referred to as the "Approved Interim Action Report" and the "Approved Remediation
Plan," respectively.
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F. Section 6.4.2 of the Purchase Agreement is modified to read as follows:
6.4.2 Buyer shall be given an opportunity to comment on the Proposed Interim
Action Report and the Proposed Remediation Plan before Company submits either document to
DOE and the public for approval and shall be given an opportunity to comment on proposed
Restrictive Covenants as they are proposed and negotiated by Company and/or DOE. Buyer
shall submit such comments to Company within twenty (20) days of receipt of the Proposed
Interim Action Report, Proposed Remediation Plan, or Restrictive Covenants, as applicable.
Company shall give due consideration to such comments prior to making further submittals to
DOE. Company shall reasonably pursue negotiation of the Proposed Interim Action Report,
Proposed Remediation Plan, and Restrictive Covenants. In the event Company fails to negotiate
an Approved Remediation Plan, Buyer shall have the right to terminate this Agreement. Upon
such termination, Company shall return the Initial Earnest Money to Buyer and the Escrow
Holder shall disburse any remaining funds then held in Escrow to Buyer.
G. Section 6.4.3 of the Purchase Agreement is modified to read as follows:
6.4.3 Upon receipt of DOE's approval of the Proposed Interim Action Report
and again upon receipt of DOE's approval of the Proposed Remediation Plan, Company shall
promptly transmit a copy to Buyer and shall thereafter provide Buyer with copies of any
correspondence with DOE relating to performance under, enforcement of or amendment of the
Approved Interim Action Report or of the Approved Remediation Plan. Company further agrees
to provide Buyer with a reasonable opportunity to review and comment on any proposed changes
to the Approved Interim Action Report or to the Approved Remediation Plan. Buyer shall
submit such comments to Company within twenty (20) days of receipt of the proposed
amendment. Company shall give due consideration to such comments prior to making further
submittals to or agreements with DOE.
H. Section 6.5 of the Purchase Agreement is modified to read as follows:
6.5 Schedule of Performance. Company shall perform the Capital
Remediation Work according to the schedule approved by DOE in the Approved Interim Action
Report and, if applicable, in the Approved Remediation Plan (as such may be amended from
time to time by the Company with Buyer comments as provided in Section 6.4.3, and DOE
approval).
I. The heading of Section 6.6 of the Purchase Agreement is modified to read as
follows:
6.6 Commencement of Capital Remediation Work.
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J. Section 6.6.1 of the Purchase Agreement is modified to read as follows:
6.6.1 Company shall commence Capital Remediation Work as required by the
Approved Interim Action Report within a reasonable time after obtaining the Interim Action
Remediation Bid Price and in any event in accord with the schedule approved by DOE as set
forth in the Approved Interim Action Report.
K. Section 6.6.2 of the Purchase Agreement is modified to read as follows:
6.6.2 Buyer shall commence Monitoring Work upon the Close of Escrow.
L. The heading of Section 6.8.2 of the Purchase Agreement is modified to read
as follows:
6.8.2 Payment and Performance Bond(s).
M. Section 6.8.2.1 of the Purchase Agreement is modified to read as follows:
6.8.2.1 Prior to commencing any Capital Remediation Work required by the
Approved Interim Action Report, Company shall secure a payment and performance bond in an
amount equal to or more than the Interim Action Remediation Bid Price established pursuant to
Section 6.10 ("Interim Action Payment and Performance Bond"). Company shall provide to
Buyer a copy of the Interim Action Payment and Performance Bond within ten (10) days of
receipt from surety. The surety shall release the Interim Action Payment and Performance Bond
when the Company has received confirmation from DOE that the Capital Remediation Work
required by the Approved Interim Action Report is complete and there are no outstanding claims
against the Bond.
N. Section 6.8.2.2 of the Purchase Agreement is modified to read as follows:
6.8.2.2 The Interim Action Payment and Performance Bond shall:
6.8.2.2.1 Be on a Company -procured form reasonably acceptable to Buyer,
6.8.2.2.2 Be signed by a surety (or sureties) that:
(i) Is registered with the Washington State Insurance Commissioner;
and
(ii) Appears on the current Authorized Insurance List in the State of
Washington published by the Office of the Insurance Commissioner.
6.8.2.2.3 Be conditioned upon the faithful performance of the Capital
Remediation Work required by DOE by the Company or its employees, contractors,
subcontractors, or lower level tier subcontractors of Company within the schedule approved by
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DOE in the Approved Interim Action Report (as may be amended from time to time by DOE);
and
6.8.2.2.4 Guaranty that the surety shall arrange for the proper completion of the
Capital Remediation Work required by DOE if Company fails to properly perform and/or
complete the Capital Remediation Work required by DOE; and
6.8.2.2.5 Guaranty that the surety shall indemnify, defend, and protect Buyer
against any claim of direct or indirect loss resulting from the failure of the Company (or the
contractors, subcontractors, or lower tier subcontractors of the Company) to pay all laborers,
mechanics, contractors, subcontractors, lower tier subcontractors, materialperson, or any other
person who provides supplies or provisions for carrying out the Capital Remediation Work
required by DOE.
O. Section 6.8.2.3 of the Purchase Agreement is modified to read as follows:
6.8.2.3 Buyer may require said sureties or surety companies on the Interim Action
Payment and Performance Bond to appear and qualify themselves as provided above. If the
surety or sureties thereafter cease to qualify, Buyer may, upon written demand, require Company
to furnish additional surety to cover any remaining Capital Remediation Work required by DOE.
Until the added surety is furnished, disbursements from Escrow by the Escrow Holder, as
provided in Section 3.3.2.2.3, shall cease.
P. A new Section 6.8.2.4 is added to the Purchase Agreement as follows:
6.8.2.4 In the event that additional Capital Remediation Work, in addition to that
presented in the Approved Interim Action Report, is required by DOE, Company shall secure a
payment and performance bond in an amount equal to or more than the Final Cleanup Action
Remediation Bid Price established pursuant to Section 6.10 ("Final Cleanup Action Payment and
Performance Bond"). Prior to commencing any such Capital Remediation Work, Company shall
provide to Buyer a copy of the Final Cleanup Action Payment and Performance Bond within ten
(10) days of receipt from surety. The surety shall release the Final Cleanup Action Payment and
Performance Bond when the Company has received confirmation from DOE that all required
Capital Remediation Work is complete and there are no outstanding claims against the Bond.
Q. A new Section 6.8.2.5 is added to the Purchase Agreement as follows:
6.8.2.5 If a Final Cleanup Action Payment and Performance Bond is required
pursuant to Section 6.8.2.4, it shall meet each of the requirements applicable to the Interim
Action Payment and Performance Bond, as set forth in Section 6.8.2.2. In addition, the
provisions of Section 6.8.2.3 shall apply to the Final Cleanup Action Payment and Performance
Bond. Provided, however, that the phrase "Approved Remediation Plan" shall be substituted for
the phrase "Approved Interim Action Report," and the phrase "Final Cleanup Action Payment
and Performance Bond" shall be substituted for the phrase "Interim Action Payment and
Performance Bond" each time such phrases appear in those sections.
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R. Section 6.9 of the Purchase Agreement is modified to read as follows:
6.9 Payment for and Performance of Monitoring Work. Buyer shall be solely
responsible to perform Monitoring Work. With respect to Monitoring Work, Company will pay
Buyer out of Escrow, within three (3) business days after Buyer's making the deposit specified in
Section 3.3.2.1, the sum of Eight Hundred Seventy -Two Thousand Five Hundred and no/100
Dollars ($872,500.00) ("O&M Payment"). Buyer agrees to accept the O&M Payment as full and
complete payment for any Monitoring Work. If the actual cost of the Monitoring Work is less
than the O&M Payment, Buyer shall retain the difference; if the actual cost of the Monitoring
Work is greater than the O&M Payment, Buyer shall pay for the difference.
S. Section 6.10 of the Purchase Agreement is modified to read as follows:
6.10 Remediation Bid Price(s). Upon receipt of the Approved Interim Action
Report and within the schedule of performance as set forth therein, Company shall, in its
discretion, negotiate or bid the Capital Remediation Work required therein with a third party or
parties selected by Company. The final agreed price for the Capital Remediation Work resulting
from such negotiations or bids (which price must be satisfactory to Company in its discretion) is
referred to herein as the "Interim Action Remediation Bid Price." If Capital Remediation Work,
in addition to that presented in the Approved Interim Action Report, is required by DOE, then
Company shall, in its discretion, negotiate or bid the additional Capital Remediation Work
required therein with a third party or parties selected by Company within the schedule of
performance as set forth within the Approved Remediation Plan. The final agreed price for the
Capital Remediation Work resulting from such negotiations or bids (which price must be
satisfactory to Company in its discretion) is referred to herein as the "Final Cleanup Action
Remediation Bid Price."
T. Section 6.13.2.2 of the Purchase Agreement is modified to read as follows:
6.13.2.2 The parties recognize that the Approved Interim Action Report will
include elements that Company would normally not include in its remediation plan for the
Property and, accordingly, from and after submission of the Proposed Interim Action Report to
DOE, the minimum amount of liquidated damages shall be the difference between the reasonably
estimated cost of the Capital Remediation Work, as presented in the Approved Interim Action
Report (or the Proposed Interim Action Report, if the Approved Interim Action Report has not
been issued) and the amount of the reasonably estimated cost of the clean up of the Property,
which is reasonably believed DOE would have approved prior to the submission of the Proposed
Interim Action Report, to a maximum amount of Six Hundred Thousand Dollars and no/100
(S600.000.00) (such difference being referred to as the "Enhanced Remediation Compensation").
U. Section 6.13.2.3 of the Purchase Agreement is modified to read as follows:
6.13.2.3 To the extent Company has received and retains the Initial Earnest
Money and/or the Additional Earnest Money and/or payments for Capital Remediation Work,
such sums shall be credited against the Enhanced Remediation Compensation, and it is therefore
the expectation of the parties that upon payment of the Additional Earnest Money, any sums due
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for the Enhanced Remediation Compensation will be fully covered. The liquidated damages
described above shall constitute the sole and exclusive remedy of Company on account of
termination of the Agreement based on the default by Buyer from and after Company submits
the Proposed Interim Action Report to DOE. Upon such termination of this Agreement, the
Escrow Holder shall disburse to Company from Escrow the Enhanced Remediation
Compensation, to the extent any amount remains owing, disburse to Buyer any remaining funds
then held in Escrow, and return the Deed to Company.
V. Section 6.14.2 of the Purchase Agreement is modified to read as follows:
6.14.2 Obtain specific performance through completion of the Capital
Remediation Work under the Interim Action Payment and Performance Bond, and recording the
Deed.
6.14.3 Obtain specific performance through completion of the Capital
Remediation Work under the Final Cleanup Action Payment and Performance Bond, and
recording the Deed.
W. Section 6.16 of the Purchase Agreement is modified to read as follows:
6.16 Notice and Op ortunity to Cure. If either party believes the other to be in
default hereunder, it shall deliver to the defaulting party written notice of the default. The
defaulting party shall have thirty (30) days to cure the default; provided that if the default is of
such a nature that the cure cannot with diligence be completed within such time period and the
defaulting party has commenced meaningful steps to cure promptly after receiving the default
notice, the defaulting party shall have such additional period of time as is reasonably necessary
to effect cure using reasonable best efforts to complete such cure as expeditiously as practical,
provided further that no such cure period shall extend the dates under the schedule of
performance as set forth in the Approved Interim Action Report or, if DOE requires Capital
Remediation Work in addition to that required by the Approved Interim Action Report, in the
Approved Remediation Plan.
X. Section 8.1.1 of the Purchase Agreement is modified to read as follows:
8.1.1 Prior Use /Compan Responsibility for Capital Remediation Work.
Buyer acknowledges (i) that the Property was once used for the storage and handling of fuel
hydrocarbons, and that fuel hydrocarbons were transported across the Property and the Adjacent
Properties, identified in Exhibit I, (ii) that Contamination may be present on the Property as the
result of the transportation and handling of fuel hydrocarbons; (iii) that there exists no "no
further action" letter or equivalent from the applicable Agency for any of the Property. that no
such letters may ever be issued in connection with the Property, that Company will complete the
Capital Remediation Work as set forth in the Approved Interim Action Report and, if required, in
the Approved Remediation Plan, but will not otherwise take any action to obtain any such "no
further action" letters for the Property, and that Buyer will be responsible for any monitoring
and/or remediation of Contamination required after the Capital Remediation Work is complete;
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and (iv) Buyer has had an extensive oportunity to otherwise perform and has performed
environmental due diligence on the Property.
Buyer hereby agrees and stipulates that written acknowledgement by DOE that Company
has completed the Capital Remediation Work as defined in Exhibit F, and as set forth in the
Approved Interim Action Report and the Approved Remediation Plan (if DOE requires
additional Capital Remediation Work in addition to that described in the approved Interim
Action Report), shall be deemed conclusive evidence that Company has satisfied its obligation to
perform the Capital Remediation Work.
In addition, if DOE requires construction of a groundwater treatment system, then
Discharge Monitoring Reports that Company submits to DOE must demonstrate that discharge
from the groundwater treatment system meets effluent limits established in the discharge permit.
Company shall not construct a groundwater treatment system unless and until such system is
required by DOE to meet DOE -approved cleanup levels for groundwater to be achieved within
20 years as set forth more fully in Exhibit F. Company expressly reserves any and all appellate
rights under applicable law.
Y. Section 10.5 of the Purchase Agreement is modified to read as follows:
10.5 Notices. Any notices, requests, approvals or elections hereunder shall be
in writing and shall be deemed received when (a) personally served, or (b) three (3) days after
mailing by certified or registered United States mail, return receipt requested, postage prepaid, or
(c) one (1) day after deposit with a national overnight courier for next -day delivery, addressed to
the parties as follows; Provided, the "copies" noted below are courtesy copies only and shall not
constitute notice for purposes of this Section:
Attn: Tim McGuigan
Director of Legal Services & Contracts
2901 Third Avenue Suite 500
Seattle, WA 98121-3014
Telephone: (206) 515-3601
with a copy to:
Attn: Russ East
Director, Terminal Engineering
2901 Third Avenue Suite 500
Seattle, WA 98121-3014
Telephone: (206) 515-3701
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with a copy to:
Attn: Patricia K. Nightingale, Esq.
Assistant Attorney General
Office of the Attorney General
PO Box 40113
Olympia, WA 98504-0113
Telephone: (360) 753-6129
and addressed to Company as follows:
Unocal/Chevron Environmental Management Company
P.O. Box 399
Edmonds, WA 98020
Attn: Mark Brearley
Facsimile: (425) 640-7601
Telephone: (425) 640-7610
with a copy to:
Richard F. Chatfield -Taylor
Senior Counsel
Law Department
Environmental Practice Group
Chevron U.S.A. Inc.
6001 Bollinger Canyon Road, Room T3234
San Ramon, CA 94583-2324
Facsimile: (925) 842-2011
Telephone: (925) 842-5017
with a copy to:
Chevron Environmental Management Company
C/o President
Chevron U.S.A. Inc.
6001 Bollinger Canyon Road, Room T3234
San Ramon, CA 94583-2324
Facsimile: (925) 842-0808
Telephone: (925) 842-5200
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with a copy to:
Cascadia Law Group PLLC
1201 Third Avenue, Suite 320
Seattle, WA 98101
Attn: Rodney L. Brown, Jr.
Facsimile: (206) 292-6300
Telephone: (206) 292-2605
and addressed to ESCROW HOLDER as follows:
Chicago Title Company
3030 Hoyt Avenue
Everett, WA 98201
Telephone: (425) 259-8205
Z. Exhibit A of the Purchase Agreement is modified by revising or deleting
existing terms, and adding new terms, to read as follows. All terms in Exhibit A that are
not set forth below remain unchanged.
Exhibit A
APPROVED INTERIM ACTION REPORT. The term "Approved Interim Action
Report" shall mean the interim action plan for Capital Remediation Work proposed by Company,
as approved by DOE.
APPROVED REMEDIATION PLAN. The term "Approved Remediation Plan" shall
mean the clean up action plan for the Property proposed by Company, as approved by DOE. The
Approved Remediation Plan shall include the Monitoring Work and shall specify cleanup
standards for all affected environmental media. The Approved Remediation Plan also may
include Capital Remediation Work, in addition to that required under the Approved Interim
Action Report.
CAPITAL REMEDIATION WORK. The term "Capital Remediation Work" shall
mean remediation activities presented in the Approved Interim Action Report. DOE may require
additional Capital Remediation Work under the Approved Remediation Plan. Such work
includes the capital work for design and construction of the remedy, including soil excavation
and treatment and establishment of a groundwater monitoring network, the details of which are
set forth in Exhibit F to the Agreement. If required by DOE_ the Capital Remediation Work also
will include construction of a groundwater treatment system- but not operation or maintenance of
such system, except as required to demonstrate to DOE that (1) the system's hydraulic capture
zone is calculated and confirmed by field measurement to be at least as large as the zone
described in the Approved Remediation Plan, and (2) discharge from the treatment system meets
effluent limits established in the discharge permit, as shown by Discharge Monitoring Reports
prepared by Company and submitted to DOE.
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ENHANCED REMEDIATION COMPENSATION. The term "Enhanced
Remediation Compensation" shall mean that element of liquidated damages, as provided in
Section 6.13.2 of the Agreement, that the Company is entitled to in the event Company
terminates the Agreement for a Buyer default after Company has submitted the Proposed Interim
Action Report to DOE.
FINAL CLEANUP ACTION PAYMENT AND PERFORMANCE BOND. The term
"Final Cleanup Action Payment and Performance Bond" shall mean the Bond obtained in
accordance with Section 6.8.2 by Company, or its contractor that will perform the additional
Capital Remediation Work, if any, required under the Approved Remediation Plan, in the
amount equal to or more than the Final Cleanup Action Remediation Bid Price.
FINAL CLEANUP ACTION REMEDIATION BID PRICE. The term "Final
Cleanup Action Remediation Bid Price" shall mean the price for the additional Capital
Remediation Work, if any, resulting from the Company's negotiations or bid of such work, as set
forth in the Approved Remediation Plan.
INTERIM ACTION PAYMENT AND PERFORMANCE BOND. The term "Interim
Action Payment and Performance Bond" shall mean the Bond obtained in accordance with
Section 6.8.2 by Company, or its contractor that will perform the Capital Remediation Work
required under the Approved Interim Action Report, in the amount equal to or more than the
Interim Action Remediation Bid Price.
INTERIM ACTION REMEDIATION BID PRICE. The term "Interim Action
Remediation Bid Price" shall mean the price for the Capital Remediation Work resulting from
the Company's negotiations or bid of such work as set forth in the Approved Interim Action
Report.
MONITORING WORK. The term "Monitoring Work" shall mean the remediation
activities required under the Approved Remediation Plan for subsequent operation of the
groundwater treatment system, if required by DOE, and performance of compliance monitoring,
the details of which are set forth in Exhibit G to the Agreement.
PAYMENT AND PERFORMANCE BOND. The term "Payment and Performance
Bond" is deleted.
PROGRESS REPORTS. The term "Progress Reports" shall mean the reports Company
is required to submit to DOE on the activities under the Approved Interim Action Report. If
DOE requires Capital Remediation Work in addition to that presented in the Approved Interim
Action Reporn 'Progress Reports" also shall mean the reports Company is required to submit to
DOE on the activities under the Approved Remediation Plan.
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PROPOSED INTERIM ACTION REPORT. The term "Proposed Interim Action
Report" shall mean the report Company submits to DOE for approval that proposes Capital
Remediation Work.
PROPOSED REMEDIATION PLAN. The term "Proposed Remediation Plan" shall
mean the plan for the Monitoring Work and additional Capital Remediation Work, if any,
proposed by Company and submitted to DOE for approval. If the Proposed Remediation Plan
proposes a groundwater treatment system, then the Plan must include (i) a requirement that,
following construction of the groundwater treatment system, Company will prepare and submit
to DOE a written statement confirming that the treatment system was constructed in accordance
with DOE -approved plans and specifications; (ii) a proposed hydraulic capture zone; (iii) a
proposed methodology for calculating and performing confirming field measurements of the
hydraulic capture zone of the treatment system following start-up; (iv) a requirement that,
following start-up of the groundwater treatment system, Company will prepare and submit to
DOE a written report concluding (based on the approved methodology) that the treatment
system's hydraulic capture zone is calculated and confirmed by field measurement to be at least
as large as the zone described in the Approved Remediation Plan; and (v) a requirement that
following start-up of the groundwater treatment system, Company will prepare and submit to
DOE a written report documenting that the treated groundwater meets permitted discharge
requirements.
REMEDIATION BID PRICE. The term "Remediation Bid Price" is deleted.
REVISED FEASIBILITY STUDY. The term "Revised Feasibility Study" is deleted.
AA. Exhibit F to the Purchase Agreement is modified to read as follows:
Exhibit F
CAPITAL REMEDIATION PLAN
The Capital Remediation Plan is the capital portion of work approved by DOE as written in the
Approved Interim Action Report. If DOE determines that additional Capital Remediation Work
is required, portions of the Capital Remediation Plan also may be performed pursuant to the
Approved Remediation Plan. The Capital Remediation Plan includes planning, permitting and
execution of soil, sediment and groundwater cleanup as specified in the Approved Interim Action
Report and the Approved Remediation Plan. The Capital Remediation Plan excludes all
Monitoring Work, as set forth in Exhibit G, including groundwater monitoring and operation
(except to demonstrate that (1) the system's hydraulic capture zone is calculated and confirmed
by field measurement to be at least as large as the zone described in the Approved Remediation
Plan, and (2) discharge from the treatment system meets effluent limits established in the
discharge permit, as shown by Discharge Monitoring Reports prepared by Company and
submitted to DOE), and maintenance of the groundwater treatment system, if required.
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The capital elements of the interim action in the Lower Yard parcel include all labor, materials,
and equipment required to remove and/or treat free product and soil containing total petroleum
hydrocarbon (TPH) concentrations greater than a cleanup level of 2,975 mg/kg. The interim
action will not include a system designed to treat impacted groundwater. However, if DOE
subsequently requires groundwater treatment to meet DOE -approved cleanup levels in a
reasonable timeframe (within 20 years), then all labor, materials, and equipment to install and
start up a groundwater treatment system will also be considered capital elements of the remedial
action. The description of capital elements of the remedial action provided here does not in any
way limit Company's responsibility to meet DOE's requirements for the capital elements of the
remedial action.
Capital elements associated with soil remediation include, but are not necessarily limited to:
• removal and recycling of remaining free product;
• removal of impacted groundwater from the free product excavations;
• removal and treatment of the upper 1 ft of sediment from approximately 200 linear
feet of the Willow Creek streambed (see draft Feasibility Study);
• replacement of the excavated Willow Creek sediment with sandy loam and necessary
bank restoration activities for erosion control and habitat restoration;
• excavation of soil that contains TPH concentrations greater than the 2,975 mg/kg
cleanup level;
• on -site or off -site treatment or off -site disposal of excavated soil with concentrations
above 2,975 mg/kg TPH in such a way that the impacted soil will be treated/disposed
and the site restored to development -ready conditions within one (1) year of
commencing the remedial action;
• verification that the extent of contamination does not leave soil with concentrations
above 2,975 mg/kg by collecting and analyzing excavation bottom (unless
groundwater is present in excavation) and sidewall soil samples;
• management of clean overburden soil to prevent cross -contamination by soil with
concentrations above 2,975 mg/kg TPH;
• removal and disposal of soil containing arsenic concentrations greater than 20 mg/kg,
• backfill of excavated areas with appropriate soil types in order to achieve 90%
relative compaction;
• replacement of any groundwater monitoring wells abandoned or damaged during soil
excavation activities and installation of any additional wells that DOE would require
for use in a groundwater monitoring network; and
• sufficient documentation and interaction with DOE to lead to a determination by
DOE that the soil remediation meets DOE's requirements.
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Capital elements associated with installation and start up of the groundwater remediation system
(if required by DOE) include, but are not necessarily limited to:
• construction of a trench intercept system to recover contaminated groundwater such
that groundwater with chemical concentrations exceeding DOE -approved cleanup
levels does not leave the Lower Yard parcel;
• design of an onsite groundwater treatment system to meet DOE -approved discharge
standards;
• coordination with Buyer to confirm that the location of the groundwater treatment
system will not interfere with development plans;
• startup monitoring of that system to confirm that its operation meets the design
objectives; and
• sufficient documentation and interaction with DOE to lead to a determination by
DOE that Company met the requirements of the Approved Remediation Plan for
Capital Remediation Work.
The parties agree that in the pursuit of achieving performance -based remediation criteria
including those set forth herein, the practicability of achieving these criteria may be limited to
some degree by conditions encountered during field activities. As a hypothetical example, if
subsurface soil impacts extend beneath a permanent building, such soil may be left in place if its
excavation would compromise the structural integrity of the building. If achievement of the
remediation criteria is determined by Company and DOE to be impracticable based on actual
field conditions, Buyer agrees that Company may obtain approval from DOE on a suitable
alternative approach to meet the goals of the remedial action. Buyer agrees that if remediation
criteria will not be met as set forth herein, Company will communicate the recommended
alternative approach to the Washington State Department of Transportation through the
Washington State Ferries in a timely fashion.
BB. Exhibit G to the Purchase Agreement is modified to read as follows:
Exhibit G
MONITORING WORK
The -Monitoring Work consists of the monitoring portion of work approved by DOE as written in
the Approved Remediation Plan, including: (i) operation and maintenance of the groundwater
recovery and treatment system (if required by DOE); (ii) and compliance groundwater
monitoring as specified in the Approved Remediation Plan; and (iii) a compliance monitoring
plan to be developed with DOE. The Monitoring Work excludes all Capital Remediation Work,
as set forth in Exhibit F.
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The principal elements of Monitoring Work include:
• removal and recycling of any recoverable free product, if necessary;
• pumping, treatment and discharge of groundwater as necessary to maintain sufficient
hydrologic capture under an approved groundwater discharge permit, if required;
• optimizing operation of the groundwater recovery and treatment system on a regular
basis, if required;
• maintaining the groundwater recovery and treatment system including replacement of
parts and equipment, as necessary;
• collecting and analyzing compliance groundwater samples in accordance with the
methods and schedule described in the compliance monitoring plan; and
• sufficient documentation and interaction with DOE to lead to a determination by
DOE that the operation and maintenance of the groundwater recovery and treatment
system, if required, and compliance groundwater monitoring meets DOE's
requirements.
CC. Except as specifically provided herein, the Purchase Agreement is and remains
in full force and effect.
[Signature Blocks Appear on Next Page]
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IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to
Agreement for Sale of Real Property and Escrow Instructions to be effective as of the date first
above written.
"Company":
UNION OIL COMPANY OF CALIFORNIA,
a California corporation
By:
J MES J. E
Its: Integration Manager
"Buyer":
STATE OF WASHINGTON
DEPARTMENT OF TRAtiSPORTATION
By:
W. MICHAEL ANDERSON
Its: Executive Director
Washington State Ferries division
By:
GEIALD L. GALL GER
Its: Director of Real Estate Services
APPROVED AS TO FORM:
By: �-
PATRICIA K. NIGH INGALE
Assistant Attorney General
Office of the Attorney General
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9.3.d
STATE AGENCY ACKNOWLEDGMENT
STATE OF WASHINGTON
) ss
COUNTY OF KING
On this 112 y - A day of —�1 �i'� L , 2004 before me
personally appeared W. Michael Anderson, to me known to be the duly appointed Executive
Director of Washington State Ferries, and that he executed the within and foregoing instrument
and acknowledged the said instrument to be the free and voluntary act and deed of said State of
Washington, Department of Transportation, for the uses and purposes therein set forth, and on
oath states that he was authorized to execute said instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
a y- day of i�Y��r L , 200L.
/-) /11„ c Q ,
(Signature) V
lM 10, crrulGa4
(Print or type name)
Notary Public in and for the State of Washington
residing at Seg4YLe 1�/g
My commission expires a - &1 - 0 9
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9.3.d
STATE OF WASHINGTON
) ss
COUNTY OF THURSTON
On this day of Aso L. , 20C)�, before me
personally appeared Gerald L. Gallinger, to me known to be the duly appointed Director, Real
Estate Services, and that he executed the within and foregoing instrument and acknowledged the
said instrument to be the free and voluntary act and deed of said State of Washington,
Department of Transportation, for the uses and purposes therein set forth, and on oath states that
he was authorized to execute said instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day of Apfzi L 20 C (c
r ,
� �1
(Sign re)
L( SA
(Print or type name)
Notary Public in and for the State of Washington
residing at -IH ek
My commission expires 00
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,A
9.3.d
CORPORATE ACKNOWLEDGMENT
STATE OFZ} L, o,-n i' ,,4
ss
COUNTY OF _Sa n K %5 06�5�Oo )
On this day of /%l f1 l/ , 20 -Q-4 before me
personally appeared James J. Dean, to me known to be the Integration Manager of the
corporation that executed the 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 was authorized to execute said instrument.
GIVEN under my hand and official seal the day and year last above written.
• • •rn-QJS �.,
CNERYLA. CAMERON (Si ature) �t
Cw nkslon # 1390536 FC� /� t'/� �� %� • L f¢I1'f r'�O!'1
oNfornia
Son Uh Obtepo County Countyounty � (Print or type name)
F*1WC4X=• Eq�resoec 1 �.2006 Notary Public in and for the State of
residing at 6a✓) A u s 0b J s Po
My commission expires 12//-2/per
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