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2024-09-17 Council PPW Committee
2 OF BbMG ti Agenda Edmonds City Council 1,00 PARKS AND PUBLIC WORKS COMMITTEE CITY COUNCIL CONFERENCE ROOM 121 - 5TH AVENUE N, EDMONDS, WA 98020 SEPTEMBER 17, 2024, 1:30 PM COUNCIL COMMITTEE MEETINGS ARE WORK SESSIONS FOR THE COUNCIL AND CITY STAFF. COMMITTEE MEETING AGENDAS DO NOT INCLUDE AUDIENCE COMMENTS OR PUBLIC HEARINGS. PERSONS WISHING TO JOIN THIS MEETING VIRTUALLY IN LIEU OF IN -PERSON ATTENDANCE CAN CLICK ON OR PASTE THE FOLLOWING ZOOM MEETING LINK INTO A WEB BROWSER USING A COMPUTER OR SMART PHONE: HTTPS://ZOOM. US/J/95798484261 OR JOIN BY DIAL -UP PHONE: US: +1 253 215 8782 WEBINAR ID: 957 9848 4261 STAFF AND COUNCILMEMBERS ATTEND COMMITTEE MEETINGS VIRTUALLY, AND MEMBERS OF THE PUBLIC ARE ENCOURAGED TO ATTEND THE SAME WAY. IF MEMBERS OF THE PUBLIC CANNOT ACCESS THE VIRTUAL COMMITTEE MEETINGS WITH THEIR PERSONAL DEVICES, A MONITOR IS PROVIDED AT THE CITY COUNCIL CONFERENCE ROOM AT 121 5TH AVE N, EDMONDS WA. COMMITTEE MEMBERS: SUSAN PAINE (CHAIR), MICHELLE DOTSCH, COUNCIL PRESIDENT (EX- OFFICIO MEMBER) CALL TO ORDER COMMITTEE BUSINESS 1. An ordinance of the City of Edmonds granting to New Cingular Wireless PCS, LLC, a Delaware limited liability company, successor in interest to AT&T Wireless Services of Washington, LLC, an Oregon limited liability company, d/b/a AT&T Wireless, its successors and assigns, a nonexclusive master permit agreement to install, operate, and maintain macro wireless telecommunications facilities within a certain designated area of right-of-way, establishing an effective date. (10 min) 2. Public pedestrian easement along Sunset Ave N adjacent to 326 Sunset Ave N. (10 min) 3. Resolution to Approve Placement of Lien on Civic Park Property (15 min) 4. Council Rules of Procedure Sections 10, 11, 12 and 14 (0 min) ADJOURNMENT Edmonds City Council Agenda September 17, 2024 Page 1 2.1 City Council Agenda Item Meeting Date: 09/17/2024 An ordinance of the City of Edmonds granting to New Cingular Wireless PCS, LLC, a Delaware limited liability company, successor in interest to AT&T Wireless Services of Washington, LLC, an Oregon limited liability company, d/b/a AT&T Wireless, its successors and assigns, a nonexclusive master permit agreement to install, operate, and maintain macro wireless telecommunications facilities within a certain designated area of right-of-way, establishing an effective date. Staff Lead: Jeff Taraday Department: Engineering Preparer: Emiko Rodarte Background/History none Staff Recommendation City staff requests the Public Works Committee consider the attached proposed franchise that would replace existing franchises granted under ordinance 3534 and ordinance 3441, the latter extended by ordinances 4322 and 4348, and recommends placement of the ordinance on the City Council Consent Agenda for the September 24, 2024, regular City Council meeting. Narrative The proposed franchise ordinance would consolidate two existing macro franchises held by New Cingular Wireless into one. Existing ordinance 3441 granted to AT&T Wireless, predecessor to New Cingular Wireless, a twenty-year wireless telecommunications franchise to place macro facilities at two locations: 9227 Olympic View Drive and at 9114 207th Place. Existing ordinance 3534 granted to New Cingular Wireless a twenty-year wireless telecommunications franchise to place macro facilities at 402 Main Street. The prior had been extended. The latter is set to expire next year. The proposed single franchise would combine and replace 3441 and 3534 and continue to limit the locations where New Cingular can place its facilities to those three locations above, identified in the Exhibit A. Further locations would require a franchise amendment. Under the proposed single franchise, the city will charge a franchise fee for the structures in the ROW at 9227 Olympic View Drive and at 9114 207th Place in the amount of $4,179.00 annually for each location. Annual increases track CPI. The city will not charge for the location at 402 Main street because it does not fall within the limited circumstances for which the state will allow cities to charge a franchise fee. The facilities existing under 3441 qualify; however, New Cingular raised with the city that state law had been amended and the height of the pole does not fall within the limited circumstances authorizing a franchise fee. While the city will continue to charge for ground equipment, the city will no longer charge for the pole, resulting in a fee that has been halved. However, at any time during the term the city can Packet Pg. 2 2.1 obtain an appraisal and increase the franchise fee consistent with the appraisal; provided that if AT&T does not agree to the increase, the parties will follow the arbitration procedures per state law. In addition to franchise fee compensation, AT&T will reimburse the city for its costs incurred in negotiating and processing this franchise, including paying a franchise application fee and costs of notice and publication according to an itemized bill. The City can require relocation at the cost of New Cingular consistent with the terms of the franchise and state law. New Cingular will indemnify the city and obtain insurance consistent with WCIA recommendations. New Cingular must remove its facilities upon expiration or termination within 90 days of receiving notice from the Public Works Director. If the facility operations are discontinued during the term, then those shall be removed within 90 days consistent with city code. Alternative Continue to engage in franchise negotiations. Attachments: Attachment 1 - Ordinance Attachment 2 - Exhibit A Packet Pg. 3 ORDINANCE NO. AN ORDINANCE OF THE CITY OF EDMONDS, WASHINGTON, GRANTING TO NEW CINGULAR WIRELESS PCS, LLC, A DELAWARE LIMITED LIABILITY COMPANY, SUCCESSOR IN INTEREST TO AT&T WIRELESS SERVICES OF WASHINGTON, LLC, AN OREGON LIMITED LIABILITY COMPANY, D/B/AAT&T WIRELESS, A NON-EXCLUSIVE MASTER PERMIT AGREEMENT TO INSTALL, OPERATE, AND MAINTAIN MACRO WIRELESS TELECOMMUNICATIONS FACILITIES WITHIN A CERTAIN DESIGNATED AREA OF PUBLIC RIGHT-OF-WAY OF THE CITY OF EDMONDS, WASHINGTON, PRESCRIBING CERTAIN RIGHTS, DUTIES, TERMS, AND CONDITIONS WITH RESPECT THERETO, ESTABLISHING AN EFFECTIVE DATE. WHEREAS, New Cingular Wireless PCS, LLC, successor in interest to AT&T Wireless Services of Washington, LLC, an Oregon limited liability company, d/b/a AT&T Wireless with its principal offices at 1025 Lenox Park Boulevard NE, Atlanta, GA 30319 ("Permittee") has an existing franchise with the City of Edmonds that is Ordinance 3441, called therein a Master Use Agreement, authorizing the installation of certain macro facilities in the city's right of way at 9227 Olympic View Drive and 9114 207th Place, as extended under ordinances 4322 and 4348; WHEREAS, Permittee also has an existing franchise with the City of Edmonds that is Ordinance 3534, called therein a Master Use Agreement, authorizing the installation of certain macro facilities in the city's right of way at 402 Main Street, expiring in 2025; WHEREAS, Permittee has requested a renewal of its franchises and that they be combined into one franchise; WHEREAS, the City is aware of no breach of any of Permittee's obligations under any of the above described franchises, and Permittee here represents that it has complied with all terms of each of the above described franchises to date and with applicable law; WHEREAS, the City Council has the authority under RCW 35A.47.040, RCW 35.99.020 and Chapter 20.50 of the Edmonds Community Development Code to grant, issue, or deny Master Permit Agreements for the use of city right-of-way; and WHEREAS, the City is willing to grant the rights requested subject to certain terms and conditions. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF EDMONDS, WASHINGTON DO ORDAIN AS FOLLOWS: Section 1. Definitions. For the purposes of this franchise, the following terms, phrases, words, and abbreviations shall have the meanings ascribed to them below. When not inconsistent with Packet Pg. 4 2.1.a the context, words used in the present tense include the future tense, words in the plural number include the singular number, and words in the singular number include the plural number. a. "Affiliate" means an entity which owns or controls, is owned or controlled by, or is under common ownership with the Permittee. b. "City" means the City of Edmonds, Washington. C. "ECDC" means Edmonds Community and Development Code. d. "Facility" or "Facilities" shall mean only the Permittee's owned, operated, or controlled Macro Facilities as defined in the Edmonds Community and Development Code (ECDC) 20.50, incorporated herewith, and attendant structures and shall include all cables, wires, conduit„ ducts, pedestals, and any associated converter, equipment, or other facilities within the city's Right of Way, designed and constructed for the purpose of providing Telecommunications Service. e. "FCC" means the Federal Communications Commission, or any successor governmental entity thereto. f. "Master Permit Agreement" or "Master Permit" or "Agreement" shall mean this franchise agreement, granted by the City pursuant to ECDC 20.50.020(C) and Chapter 35.99 RCW, through this Ordinance, or a subsequently adopted ordinance. g. "Permittee" means New Cingular Wireless PCS, LLC, a Delaware limited liability company, or the lawful predecessor, successor, transferee, or assignee thereof. h. "Person" is to be interpreted in its broadest sense and includes individuals, corporations, companies, associations, joint stock companies or associations, firms, partnerships, limited liability companies, and any other entity or organization. i. "Public Ways" or "Rights -of -Way" or "Right -of -Way" means land acquired or dedicated for public roads and streets in the Service Area, but does not include: (a) Land dedicated for roads, streets, and highways not opened and not improved for motor vehicle use by the public; (b) Structures, including poles and conduits, located within the right-of- way; (c) Federally granted trust lands or forest board trust lands; (d) Lands owned or managed by the state parks and recreation commission; or (e) Federally granted railroad rights -of -way acquired under 43 U.S.C. Sec. 912 and related provisions of federal law that are not open for motor vehicle use; and (f) buildings or other City -owned physical facilities. 2 Packet Pg. 5 2.1.a Public utility easements and utility strips are expressly excluded to the extent they are not part of the Right -of -Way. If Permittee desires to locate within any easement owned by the city that is not part of the Right -of -Way, then Permittee must obtain separate authorization to do so which may be granted or denied by the city in its sole discretion. j. "Reasonable" or "reasonably" means an action or decision for which a reason or basis can be stated, such reason or basis arising from the facts and circumstances of the particular situation presented. Reasonable or reasonably is contrasted with arbitrary, i.e., unreasoning action, without consideration and in disregard of facts and circumstances. Where there is room for two opinions, a decision is reasonable even though one may believe an erroneous conclusion has been reached. k. . "Right -of -Way Construction Permit" or "Permit" shall mean that permit required of Permittee by the City in order to perform work at a particular location in the Right -of -Way, pursuant to ECDC Chapter 18.60. 1. "Service Area" means the present municipal boundaries of the City, and shall include any additions thereto by annexation or other legal means. in. "Telecommunications Service" means the transmission of information by wire, radio, optical cable, electromagnetic, or other similar means for hire, sale, or resale to the general public. "Information" means knowledge or intelligence represented by any form of writing, signs, signals, pictures, sounds, or any other symbols. Telecommunications Service shall not include the over -the -air transmission of broadcast television or broadcast radio signals, nor the provision of cable service as defined in RCW 35.99.010 nor the provision of cable television, open video, or similar services, as defined in the Communications Act of 1934, as amended, for which a separate permit and franchise would be required. Section 2. Terms, Conditions, and Provisions of ECDC Chapters 20.50 and 18.60 Incorporated by Reference. The terms, conditions, and provisions of Chapter 20.50 ECDC, and Title 18 ECDC existing at the time of execution of this Master Permit, or as may thereafter be amended, are incorporated herein by reference. All rights granted hereunder are subject to the terms, conditions, and requirements of Chapter 20.50 ECDC and Title 18 ECDC. Section 3. Authority Granted. The City hereby grants to the Permittee, its heirs, successors, legal representatives, and assigns, subject to the requirements of Chapters 20.50 ECDC and Title 18 ECDC and the terms and conditions hereinafter set forth, the right, privilege, and authority to construct, operate, maintain, and replace Permittee's Facilities in the Rights -of -Way for the purpose of providing Telecommunications Service. However, the Permittee is only authorized to place its Facilities in the Right -of -Way described in Exhibit A hereto. Section 4. Grant Limited to Occupation of Public Ways. The authority granted herein is a limited authorization to occupy and use the Public Ways of the City. No authority is granted to Packet Pg. 6 2.1.a occupy or use any City owned or leased properties. Nothing contained herein shall be construed to grant or convey any right, title, or interest in the Public Ways of the City to the Permittee, nor shall anything contained herein constitute a warranty of title. The authority granted herein extends only to those portions of the Public Ways to which the City has the right to grant access and shall be deemed to grant no more than those rights which the city may have the undisputed right and power to give. Section 5. Wireless Communication Facility Permits and Right -of -Way_ Construction Permits Required. Prior to site -specific location and installation of any portion of its Facilities within a Public Way, the Permittee shall apply for and obtain both a wireless communication facility permit pursuant to ECDC 20.50 and a Right -of -Way Construction Permit pursuant to ECDC 20.50.020(D) and ECDC Chapter 18.60. The Public Works Director or designee shall review wireless communication facility permit applications according to the procedure set forth in ECDC 20.50. In addition to any criteria set forth in ECDC Chapter 18.60, the Public Works Director or designee shall apply the following criteria in the issuance or denial of a Right -of -Way Construction Permit application: Whether the Permittee has received all requisite licenses, certificates, and authorizations from applicable federal, state, and local agencies with jurisdiction over the activities proposed by the Permittee; 2. Whether there is sufficient capacity in the Public Ways to accommodate the Permittee's proposed Facilities; 3. The capacity of the Public Ways to accommodate additional utility, cable, and facilities if the construction permit is granted; 4. The damage or disruption, if any, of public or private facilities, utilities, improvements, service, travel or landscaping if the construction permit is granted; 5. The public interest in minimizing the cost and disruption of construction within the Public Ways; and 6. If any criteria lead the Public Works Director to deny Permittee a construction permit, then City will consider any alternate routes and/or locations that may be proposed by Permittee. Except as otherwise provided in this Master Permit Agreement, no work shall commence within any Public Way without said Right -of -Way Construction Permit. The City may adopt procedures combining the applications and resulting permits for wireless communication facility and Right - of -Way Construction Permits. Section 6. Term of Master Permit; Standards for Renewal. Packet Pg. 7 2.1.a A. Term. The term of this Master Permit shall be for a period of five (5) years from the date of acceptance as set forth in Section 41 (Acceptance and Grant Fee), unless sooner terminated as provided herein. B. Renewal of Master Permit --Procedure. If Permittee desires to renew its Master Permit for an additional term it shall, not less than 180 days before expiration of the current Master Permit, file an application with the City for renewal which shall include the following: 1. The information required pursuant to ECDC 20.50.020(C) 2. Any proposed changes to the current Master Permit submitted electronically in Word format, proposed changes in track changes. Either party may propose changes; 3. Any information required pursuant to the current Master Permit; 4. Such other information as the Public Works Director, in his/her discretion, shall deem appropriate; and 5. An application fee for recovery of City staff costs which may be set by the City Council by resolution, and an additional amount for recovery of costs for attorneys, consultants, and City Attorney's Office review. C. Renewal of Master Permit -Standards. The city council shall decide whether to renew, renew with conditions, require a new master permit, or deny the application, all in accordance with the terms and procedures of ECDC 20.50.020(C). D. Renewal of Master Permit --Obligation to Cure. No Master Permit shall be renewed until any ongoing violations or defaults in the Permittee's performance under the Master Permit, the requirements of Chapter 20.50 ECDC, the Edmonds Code, as applicable, and any other lawful applicable regulations with respect to use and management of the Public Ways, other ways, and City property, have been cured, or a plan detailing the corrective action to be taken by the Permittee has been approved by the City. Section 7. Non -Exclusive Grant. This Master Permit shall not in any manner prevent the City from entering into other similar agreements or granting other or further Master Permit Agreements, franchises, Right -of -Way permits in, under, on, across, over, through, along or below any of said Public Ways of the City, nor from exercising such other powers and authorities granted to the City by law. Permittee shall construct, install, maintain, and continuously operate its Facilities to prevent interference with the other facilities in the Public Ways and the operation thereof. Further, this Master Permit shall in no way prevent or prohibit the City from using any of its Public Ways as authorized by law or not prohibited by law or affect its jurisdiction over them or any part of them, and the City shall retain power to make all necessary changes, relocations, repairs, maintenance, establishment, improvement, dedication of the same as the City may deem fit, 5 Packet Pg. 8 2.1.a including the dedication, establishment, maintenance, and improvement of all new Public Ways, all in compliance with this Master Permit and applicable law. Section 8. Relocation of Facilities. A. Where relocation of Facilities is required by the City, City and Permittee shall comply with RCW § 35.99.060(2). If RCW 35.99.060(2) is amended after the date of this Master Permit, then the parties' obligations are likewise amended. B. Permittee acknowledges that its Facilities may need to be relocated during the term of this Master Permit Agreement. Permittee agrees and covenants, at its sole cost and expense, to protect, support, temporarily disconnect, relocate, or remove from any Public Way any portion of its Facilities when so required by the Public Works Director by reason of traffic conditions, public safety, dedications of new Public Ways and the establishment and improvement thereof, widening and improvement of existing Public Ways, street vacations, highway construction, change or establishment of street grade, or the construction of any public improvement or structure by any governmental agency acting in a governmental capacity; provided that the Permittee shall in all cases have the privilege to temporarily relocate, in the authorized portion of the same or similar Public Way upon approval by the Public Works Director, any Facility required to be temporarily disconnected or removed. C. Upon the reasonable request of, and with at least thirty (30) days' written notice from the Public Works Director, and in order to facilitate the design of City street and right-of-way improvements, the Permittee agrees to, at its sole cost and expense, locate, and if reasonably determined necessary by the City, to excavate and expose portions of its Facilities for inspection so that the location of same may be taken into account in the improvement design. The decision to require relocation of said Facilities in order to accommodate the City's improvements shall be made by the Public Works Director upon review of the location and construction of the Permittee's Facilities. D. If the Public Works Director determines that the project necessitates the relocation of the Permittee's then existing Facilities, the following procedures shall apply: 1. Within a reasonable time, which shall be no less than thirty (30) days prior to the commencement of such improvement project, the City shall provide the Permittee with written notice requiring such relocation. Provided, however, that in the event of an emergency posing a threat to public safety, health or welfare, or in the event of an emergency beyond the control of the City and which will result in severe financial consequences to the City, the City shall give the Permittee written notice as soon as practicable; and 2. The City shall provide the Permittee with copies of information for such improvement project and a proposed location for the Permittee's Facilities so that the Permittee may relocate its Facilities in other Public Ways in order to accommodate such improvement project. City will strive to afford a location from 0 Packet Pg. 9 2.1.a which Permittee can provide substantially similar service to that provided from the original location whenever practicable. 3. The Permittee shall complete relocation of its Facilities at no charge or expense to the City so as to accommodate the improvement project at least 10 days prior to commencement of the project. In the event of an emergency as described herein, the Permittee shall relocate is Facilities within the time period specified by the Public Works Director. E. The Permittee may, after receipt of written notice requesting a relocation of its Facilities, submit to the City written alternatives to such relocation. The City shall evaluate such alternatives and advise the Permittee in writing if one or more of the alternatives are suitable to accommodate the work, which would otherwise necessitate relocation of the Facilities. If so requested by the City, the Permittee shall submit additional information to assist the City in making such evaluation. The City shall give each alternative proposed by the Permittee full and fair consideration, within a reasonable time, so as to allow for the relocation work to be performed in a timely manner. In the event the City ultimately determines that there is no other reasonable alternative, the Permittee shall relocate its Facilities as otherwise provided in this Section. F. The provisions of this Section shall in no manner preclude or restrict the Permittee from making any arrangements it may deem appropriate when responding to a request for relocation of its Facilities by any person or entity other than the City, where the facilities to be constructed by said person or entity are not or will not become City -owned, operated or maintained facilities; provided, that such arrangements do not unduly delay a construction project. G. Permittee acknowledges and agrees that the placement of its Facilities on third party - owned poles does not convey an ownership interest in such poles. Permittee acknowledges and agrees that to the extent Permittee's Facilities are on poles owned by third parties, the City shall not be responsible for any costs associated with requests arising out of a relocation. A relocation includes movement of Facilities arising out of pole removal, replacement or upgrade. Permittee is not permitted to purchase any utility owned pole in order to avoid relocation or costs associated with relocation unless specifically authorized by the City. H. The Permittee will indemnify, hold harmless, and pay the costs of defending the City, against any and all claims, suits, actions, damages, or liabilities for delays on City construction projects caused by or arising out of the failure of the Permittee to relocate its Facilities in a timely manner; provided, that the Permittee shall not be responsible for damages due to delays caused by the City or circumstances beyond the reasonable control of the Permittee. I. The cost and expenses associated with relocation of the Permittee's Facilities shall be the responsibility of the Permittee unless the Permittee had paid for the relocation cost of the same Facilities at the request of the City within the past five years. Notwithstanding any other provision of this Master Permit, in the event of a conflict between this Master Permit and the provisions of applicable state law, the provisions of the applicable state law shall control. In the event of an unforeseen emergency that creates a threat to the public safety, health, or welfare, the City may 7 Packet Pg. 10 2.1.a require the Permittee to relocate its Facilities at Permittee's own expense, any other portion of this Section notwithstanding. J. If Permittee fails, neglects, or refuses to remove or relocate its Facilities as directed by the City as described in this Section 8, then the City may, but shall have no obligation, perform such work or cause it to be done, and the City's costs shall be paid by Permittee pursuant to Section 14. Section 9. Undergrounding of Facilities. The parties agree that this Master Permit does not limit the City's authority under federal law, state law, or local ordinance to require the undergrounding of utilities, including Permittee's Facilities. Permittee's Facilities shall be undergrounded; Provided that undergrounding requirements shall not apply to those elements of Permittee's Facilities that are required to remain above ground in order to be functional. The City shall not pay any of the cost of undergrounding. Upon an undergrounding project, Facilities may be required to relocate to an alternative approved support structure or pole consistent with Chapter 20.50 ECDC and pursuant to the relocation requirements of this Master Permit (for example, if all utility poles in the area are removed as part of the undergrounding project.) Section 10. Work in Public Ways. A. During any period of relocation, construction, or maintenance, all surface structures, if any, shall be erected, used, and maintained in such places and positions within said Public Ways and other public properties so as to interfere as little as possible with the free passage of vehicular and pedestrian traffic and the free use of adjoining property. The Permittee shall at all times comply with all applicable safety and traffic control regulations during such period of construction as required by the specifications and codes, and all other applicable local municipal, state, and federal codes, rules and regulations. B. During the progress of the work, the Permittee shall not unnecessarily obstruct the passage or proper use of the Public Ways, and all work by the Permittee in any area covered by this Master Permit and as described in this Section shall be performed in accordance with City of Edmonds Public Works Construction Standards and warranted for a period of two (2) years. C. The Permittee shall cooperate with the City and all other persons with authority from the City to occupy and use the Public Ways of the City in coordination of construction activities and joint trenching projects. By February 1st of each calendar year, the Permittee shall provide the City with a schedule of its proposed construction activities for that calendar year in, around, or that may affect the Public Ways of the City. The Permittee shall also meet with the City and other Permittees, franchisees, permittees, and users of the Public Ways of the City annually, or as determined by the City, to schedule and coordinate construction activities. D. Consistent with RCW Chapter 35.99, the Permittee may, on an annual basis, file notice with the City Clerk and the City Engineer of its desire to receive notices related to public Packet Pg. 11 2.1.a improvement projects within the Public Ways of the City. In the event that the Permittee is mailed such a notice and fails to coordinate installation or construction of its Facilities with the public improvement project, the City Engineer may deny the Permittee's construction permit application for those portions of any of the Permittee's construction projects which seek to disrupt the surface of any said street for a period of up to five years, as reasonably determined by the City Engineer for the purpose of protecting the City's investment in said public improvement projects. In the alternative, the City Engineer may require the Permittee to fully restore the surface and sub -surface areas of such street to the condition that it was in immediately after completion of the public improvement project. Section 11. Restoration after Construction. The Permittee shall, after installation, construction, relocation, maintenance, removal, or repair of its Facilities within the Public Ways, restore the surface of said Public Ways and any other City -owned property, including support structures, that may be disturbed by the work, to at least the same condition the Public Way or property was in immediately prior to any such installation, construction, relocation, maintenance, removal, or repair. The Public Works Department shall have final approval of the condition of such Public Ways and City -owned property after restoration, all in accordance with the Edmonds Municipal Code and Public Works Construction standards. All survey monuments which are to be disturbed or displaced by such work shall be referenced and restored, as per WAC 332-120, as the same now exists or may hereafter be amended, and all pertinent federal, state and local standards and specifications. The Permittee agrees to promptly complete all restoration work and to promptly repair any damage caused by such work to the Public Ways or other affected area at its sole cost and expense according to the time and terms specified in the Right -of -Way Construction Permit issued by the City all in accordance with the applicable provisions of the Edmonds Municipal Code, as the same now exists or as it may hereafter be amended or superseded. All work and restoration by the Permittee pursuant to this Section shall be performed in accord with City of Edmonds Public Works Construction standards and warranted for a period of two (2) years. Section 12. Emergency Work — Permit Waiver. In the event of any emergency in which any of the Permittee's Facilities located in, above, or under any Public Way break, are damaged, or if the Permittee's construction area is otherwise in such a condition as to immediately endanger the property, life, health, or safety of any individual, the Permittee shall immediately take the proper emergency measures to repair its Facilities, to cure or remedy the dangerous conditions for the protection of property, life, health, or safety of individuals without first applying for and obtaining a Right -of -Way Construction Permit as required by this Master Permit. However, this shall not relieve the Permittee from the requirement of notifying the City of the emergency work and obtaining any permits necessary for this purpose as promptly as reasonably possible after the emergency work. The Permittee shall notify the City Engineering Division by email immediately upon learning of the emergency and shall apply for all required permits not later than the second succeeding day during which the Edmonds City Hall is open for business. Section 13. Dangerous Conditions, Authority for City to Abate. In the event of any emergency in which any of Permittee's Facilities breaks, falls, becomes damaged, or if Permittee's Facilities is otherwise in such a condition as to immediately endanger the property, life, health or safety of any person, entity or the City, or whenever construction, installation, or excavation of the Facilities E Packet Pg. 12 2.1.a authorized by this Master Permit has caused or contributed to a condition that appears to substantially impair the lateral support of the adjoining Public Way, street, or public place, or endangers the public, street utilities, or City -owned property, the City Engineer may require the Permittee, at the Permittee's own expense, to take action to protect the public, adjacent public places, City -owned property, streets, utilities, and Public Ways. Such action may include compliance within a reasonably prescribed time. What will be considered reasonable time will be determined by the City based on the nature of the dangerous condition. In the event that the Permittee fails or refuses to promptly take the actions directed by the City, or fails to fully comply with such directions, or if emergency conditions exist which require immediate action, the City may enter upon the property and take such actions as are necessary to protect the public, the adjacent streets, utilities, Public Ways, to maintain the lateral support thereof, or actions regarded as necessary safety precautions; and the Permittee shall be liable to the City for the reasonable costs thereof after receipt of an itemized bill. Section 14. Recovery of Costs. Permittee shall be subject to all permit fees and any and all cost recovery ordinances associated with activities undertaken through the authority granted in this Master Permit or under the laws of the City. Permit fees shall be paid before issuance. Where the City incurs costs and expenses for which a fee is not established, Permittee shall reimburse the City the actual, administrative expenses incurred by the City that are directly related to receiving and approving a permit, license, and this Master Permit, to inspecting plans and construction, to supervision of activities undertaken through the authority granted in this Master Permit or any ordinances relating to the subject for which a permit fee is not established, or to the preparation of a detailed statement pursuant to chapter 43.21C RCW. Permittee shall further reimburse the City for Permittee's proportionate share of all actual, identified expenses incurred by the City in planning, constructing, installing, repairing or altering any City facility as a result of the construction or the presence in the Right of Way of the Permittee's Facilities. Fees for which Permittee is responsible under this Section may include reimbursement for time associated with attorneys, consultants, City Staff, and City Attorney's Office review. In addition to the above, the Permittee shall promptly reimburse the City for any and all actual costs the City incurs in response to any emergency involving the Permittee's Facilities. The time of City employees shall be charged at their respective rate of salary, including overtime if applicable plus benefits and reasonable overhead. Any other costs will be billed proportionately on an actual cost basis. All billings will be itemized as to specifically identify the costs and expenses for each project for which the City claims reimbursement. A charge for the actual costs incurred in preparing the billing may also be included in said billing. Unless otherwise provided for in this Master Permit or ordinance of the city, payment shall be made within thirty (30) calendar days of the date of receiving an itemized bill. Any payment received after the due date shall bear interest until paid at the rate of twelve percent (12%) per annum. Section 15. Fees for Use of Public Wad 10 Packet Pg. 13 2.1.a A. Prohibition of Franchise Fee. Pursuant to RCW 35.21.860, the City is precluded from imposing a fee on a "telephone business" or a "service provider" for use of the right-of-way, except for administrative expenses or any applicable tax authorized by law, and except a site specific charge pursuant to agreement between the City and a service provider of personal wireless services as described in RCW 35.21.860 and further addressed below. If RCW 35.21.860 is amended during the term of this Master Permit, then the City reserves its right to charge a fee to the full extent permitted by any such amendment, and if the parties are not able to agree upon the amount of such a fee within ninety (90) days of the effective date of any such amendment, then this Master Permit shall terminate. The City also reserves its right to require that the Permittee obtain a separate agreement for any change in use, which agreement may include provisions intended to regulate the Permittee's operations, as allowed under applicable law. B. Permittee Obligated to Pay Taxes. Nothing in this Master Permit is intended to alter, amend, or modify the taxes and fees that may lawfully be assessed on Permittee's business activities under this Master Permit pursuant to applicable law. This Master Permit does not limit the City's power of taxation. Permittee agrees that all of its activities in the City of Edmonds authorized by this Master Permit are specifically taxable as a telephone business under Edmonds Municipal Code Chapter 3, including EMC 3.20.050, and are taxable at the rate specified therein now in effect or as amended. Permittee is subject to payment of any applicable local utility tax and any other tax of whatever kind applicable to Permittee's operations. C. Site Specific Charges. The City may impose a charge for use of the Right -of -Way in the circumstances outlined in RCW 35.21.860(1)(e). The Parties agree on the following site specific charges as authorized under RCW 35.21.860(1)(e): a. For its Facilities at 9227 Olympic View Drive, the parties agree to the following initial annual charge: ($4,179.) FOUR THOUSAND ONE HUNDRED SEVENTY- NINE DOLLARS. b. For its Facilities at 9114 207t' Place, the parties agree to the following initial annual charge: ($4,179.) FOUR THOUSAND ONE HUNDRED SEVENTY-NINE DOLLARS. Notwithstanding the foregoing, the parties acknowledge that: (i) the City entered into this Master Permit without having obtained an appraisal; (ii) the City may obtain an appraisal(s) at any time prior to expiration of the Master Permit; and (iii) that the City may increase the annual charge for each location based upon the appraisal(s), PROVIDED THAT (a) any increase in the annual charge shall not be retroactive and shall take effect upon the first day of the first month after any increased charge is billed, with any mid -calendar year increase to be prorated; and (b) if Permittee does not agree with the increased annual charge as determined by the appraisal, and if the parties cannot reach agreement on the amount of the increased annual charge within 60 days after it would otherwise take effect, then Permittee may submit the amount of the annual charge as determined by the appraisal to binding arbitration according 11 Packet Pg. 14 2.1.a to the method and process of RCW 35.21.860. Costs shall be borne by the parties as stated in RCW 35.21.860. The compensation provided for in this Subsection C shall be adjusted annually, each year of the term, by an increase of 100% of CPI. If the Master Permit is under consideration for renewal as contemplated per Section 6 above, then either will occur at the City's election: (a) the parties will meet to revisit the provisions of this Section 15 to establish levels of compensation and annual adjustments thereto, and if the parties cannot agree then compensation will be determined according to RCW 35.21.860, or (b) the compensation will be adjusted by an increase of five percent (5%) over what was due the previous year, and it shall be adjusted annually, each year of the renewed term, by an increase of five percent (5%). D. Annual Compensation Due Date. The compensation provided for in Subsection C is per calendar year. The initial calendar year of compensation due under this Master Permit is a partial year (i.e., from August 31, 2024 through December 31, 2024), and the compensation due for said described partial calendar year shall be payable and due within thirty (30) days of the date this ordinance is passed by council and signed by the City's mayor. Thereafter, Permittee shall pay annual compensation for each calendar year in full at the beginning of the calendar year, to be to be received by the City's Finance Director on or prior to the 15th of January. Any payment received after the due date shall include a late payment charge equal to three percent (3%) of the annual sum due and shall further bear interest until paid at the rate of twelve percent (12%) per annum. E. If Permittee's Facilities are out of service due to a relocation under the provisions of Section 8 for the convenience of the City, then a credit equal to the prorated value of the time the Facilities are out of service shall be provided on the subsequent year's compensation. F. The fees and charges provided for in this Section 15 have been agreed upon during negotiation between the parties, and Permittee acknowledges and covenants not to bring suit with respect to the amount of said fees or charges, including late charges, and hereby waives any and all objections thereto and any and all claims against the City and its elected or appointed officials and releases the City and its elected or appointed officials from any and all claims related to the payment of fees and/or charges as provided for in this Section 15 and this Master Permit generally. Section 16. Grant Fee. Permittee shall pay a Grant Fee which is a fee for the actual administrative expenses incurred by the City that are related to the receiving and approving this Master Permit pursuant to RCW 35.21.860, including the costs associated with the City's legal costs incurred in drafting and processing this Master Permit. Permittee shall pay all costs of publication of this Master Permit and any and all notices prior to any public meeting or hearing in connection with this Master Permit. Permittee shall further pay the franchise application fee if not already paid. Permittee shall pay the reimbursements pursuant to this Section within thirty (30) days after receipt of an invoice from the City. No right of way construction permits shall be issued to Permittee until such time as the City has received payment of this Grant Fee. 12 Packet Pg. 15 2.1.a Section 17. Manner of Payment; Audit. Permittee shall make all required payments under this Master Permit, including taxes, in the form, intervals, and manner requested by the City Finance Director unless provided otherwise elsewhere in this Master Permit, and furnish him/her any information related to his/her revenue collection functions reasonably requested. Site Specific Charge payments under Section 15 shall be made by the due date therein stated, and shall be by mail to the attention of the City Finance Director at the notice address in Section 35 unless otherwise directed or agreed by the Finance Director. The City Finance Director may call for an audit pertaining to payments under this Master Permit once per calendar year and not more frequently unless the Finance Director has a reasonable basis therefore. In case of audit, the City Finance Director may require Permittee to furnish a verified statement of compliance with Permittee's obligations or in response to any questions. Said certificate may be required from an independent, certified public accountant, at Permittee's expense. Permittee agrees, upon request of the Finance Director, to provide copies of all documents filed with any federal, state, or local regulatory agency affecting any of Permittee's Facilities or related business operations pursuant to this Master Permit. Permittee agrees that it will manage all of its operations in accordance with a policy of keeping books and records open and accessible to the City. Without limiting its obligations under this Master Permit, Permittee agrees that it will collect and make available books and records for inspection and copying by the City in order to ensure the performance of any financial obligations under this Master Permit and also to ensure the operations of Permittee are that of a telephone business or service provider pursuant to RCW 35.21.860. Permittee shall be responsible for collecting the information and producing it. Books and records shall be produced to the City at the election of the City either electronically or at one of Permittee's physical offices in the State of Washington in the greater Seattle area or such other location as the parties may agree. Permittee shall take all steps required, if any, to ensure that it is able to provide the City all information which must be provided or may be requested under this Master Permit. Nothing in this Master Permit shall be read to require Permittee to violate 47 USC Section 551. Permittee shall be responsible for redacting any date that federal law prevents it from providing to the City. Permittee shall have the right to have its employee and agents physically present at all times that the City, its employees or agents are conducting any such audit at a physical location. Records shall be kept for at least six years. Permittee shall maintain records sufficient to show its compliance with the requirements of this Master Permit and shall produce those records within thirty (30) days of a City request. Such written notice from the City must identify with specificity the period for which the City wishes to conduct its audit. Section 18. Indemnification and Waiver. As consideration for the issuance of this Master Permit, Permittee shall indemnify the City as follows: A. Permittee hereby releases, covenants not to bring suit and agrees to indemnify, defend and hold harmless the City, its elected and appointed officers, officials, employees, agents, consultants, volunteers, and representatives from any and all claims, costs, judgments, awards or liability to any Person arising from injury, sickness, or death of any Person or damage to property: 13 Packet Pg. 16 2.1.a 1. For which the negligent acts or omissions of Permittee, its agents, servants, officers or employees in performing the activities authorized by this Master Permit are the proximate cause; 2. By virtue of Permittee's exercise of the rights granted herein; 3. By virtue of the City permitting Permittee's use of the City's Public Ways or other public property; 4. Based on the City's inspection or lack of inspection of work performed by Permittee, its agents and servants, officers or employees in connection with work authorized on a Facility, the Public Ways, or property over which the City has control pursuant to this Master Permit or pursuant to any other permit or approval issued in connection with this Master Permit; 5. Arising as a result of the negligent acts or omissions of Permittee, its agents, servants, officers or employees in barricading, instituting trench safety systems or providing other adequate warnings of any excavation, construction, or work upon the Public Ways, in any Public Way, or other public place, or work upon a Facility, in performance of work or services under this Master Permit; and 6. Based upon radio frequency emissions or radiation emitted from Permittee's equipment or Facilities, regardless of whether Permittee's equipment or Facilities complies with applicable federal statutes and/or FCC regulations related thereto. B. The provisions of Subsection A of this Section shall apply to claims against the City by Permittee's own employees and the employees of the Permittee's agents, representatives, contractors, and subcontractors to which Permittee might otherwise be immune under Title 51 RCW. It is expressly agreed and understood that this assumption of potential liability for actions brought against the City by the aforementioned employees is with respect to claims against the City arising by virtue of Permittee's exercise of its rights. To the extent required to provide this indemnification, Permittee waives its immunity under Title 51 RCW as provided in RCW 4.24.115. This waiver of immunity under Title 51 RCW has been mutually negotiated by the parties hereto, and Permittee acknowledges that the City would not enter into this Master Permit without Permittee's waiver thereof. C. Inspection or acceptance by the City of any work performed by the Permittee at the time of completion of construction shall not be grounds for avoidance of any of these covenants of indemnification. Provided that Permittee has been given prompt written notice by the City of any such claim, said indemnification obligations shall also extend to claims which are not reduced to a suit and any claims which may be compromised prior to the culmination of any litigation or the institution of any litigation. Permittee shall control the defense of any claim under which it is 14 Packet Pg. 17 2.1.a providing indemnification, and the City has the right to participate in the defense of any such claim, and has the right to approve any settlement or other compromise of any such claim. D. If Permittee refuses the tender of defense in any suit or any claim, said tender having been made pursuant to this Section, and said refusal is subsequently determined by a court having jurisdiction (or such other tribunal that the parties shall agree to the matter), to have been a wrongful refusal on the part of the Permittee, then Permittee shall pay all of the City's costs for defense of the action, including all reasonable expert witness fees, reasonable attorney's fees, the reasonable costs of the City, and reasonable fees of recovering under this Subsection. E. The obligations of Permittee under the indemnification provisions of this Section shall apply regardless of whether liability for damages arising out of bodily injury to Persons or damages to property were caused or contributed to by the City, its officers, agents, employees or contractors except to the extent that such claims, actions, damages, costs, expenses, and attorney's fees were caused by the sole negligence , or any malicious, or criminal act on the part of the City, its officers, agents, employees or contractors. In the event that a court of competent jurisdiction determines that a Master Permit is subject to the provisions RCW 4.24.115, the parties agree that the indemnity provisions hereunder shall be deemed amended to conform to said statute and liability shall be allocated as provided therein. F. Notwithstanding any other provisions of this Section, Permittee assumes the risk of damage to its Facilities located in the Public Ways and upon City -owned property occurring as a result of or in connection with any public works, public improvements, construction, excavation, grading, filling, or work of any kind on such City property or within the Public Ways by or on behalf of the City, regardless of whether such activities are conducted by the City, its officers, agents, employees and contractors, except to the extent any such damage or destruction is caused by or arises from the sole negligence or any malicious, or criminal act on the part of the City, its officers, agents, employees or contractors. Permittee releases and waives any and all such claims against the City, its officers, agents, employees or contractors. In no event shall the City be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including by way of example and not limitation lost profits, lost revenue, loss of goodwill, or loss of business opportunity in connection with its performance or failure to perform. Permittee further agrees to indemnify, hold harmless and defend the City against any claims for damages, including, but not limited to, business interruption damages and lost profits, brought by or under users of Permittee's Facilities as the result of any interruption of service due to damage or destruction of Permittee's Facilities caused by or arising out of activities conducted by the City, its officers, agents, employees or contractors. G. These indemnification requirements shall survive the expiration, revocation, or termination of this Master Permit or any other permits or approvals related thereto. Section 19. Insurance. A. Insurance Term 15 Packet Pg. 18 2.1.a The Permittee shall carry and maintain for the duration of the Master Permit Agreement and as long as Permittee has Facilities in the Rights -of -Way, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the Master Permit Agreement and use of the Rights -of -Way. B. No Limitation The Permittee's maintenance of insurance as required by the Master Permit Agreement shall not be construed to limit the liability of the Permittee to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. C. Scope of Insurance The Permittee shall maintain insurance of the types and coverage described below: Commercial General Liabilitv insurance shall be at least as broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, stop gap liability, independent contractors, products -completed operations, personal injury and advertising injury, and liability assumed under an insured contract. There shall be no exclusion for liability arising from explosion, collapse or underground property damage. The City shall be included as an additional insured under the Permittee's Commercial General Liability insurance policy with respect this Master Permit Agreement using ISO endorsement CG 20 12 or substitute endorsement providing at least as broad coverage. 2. Automobile Liabilitv insurance covering all owned, non -owned, hired and leased vehicles. Coverage shall be at least as broad as Insurance Services Office (ISO) form CA 00 01. 3. Contractors Pollution Liability insurance shall be in effect throughout the entire Master Permit Agreement covering losses caused by pollution conditions that arise from the operations of the Permittee. Contractors Pollution Liability shall cover bodily injury, property damage, cleanup costs and defense, including costs and expenses incurred in the investigation, defense, or settlement of claims. Permittee may self -insure this coverage per Subsection L. below. 4. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. 5. Excess or Umbrella Liability insurance shall be excess over and at least as broad in coverage as the Permittee's Commercial General Liability and Automobile Liability insurance. The City shall be included as an additional insured on the Permittee's Excess or Umbrella Liability insurance policy by endorsement as respects this 16 Packet Pg. 19 2.1.a agreement. Permittee may use any combination of primary and excess insurance to meet the total limits required. D. Amounts of Insurance The Permittee shall maintain the following insurance limits: 1. Commercial General Liability insurance shall be written with limits of $5,000,000 each occurrence, $5,000,000 general aggregate. 2. Automobile Liability insurance with a combined single limit for bodily injury and property damage of $5,000,000 per accident. 3. Contractors Pollution Liability insurance shall be written in an amount of at least $2,000,000 per loss, with an annual aggregate of at least $2,000,000. 4. Excess or Umbrella Liability insurance shall be written with limits of $5,000,000 per occurrence and annual aggregate. The Excess or Umbrella Liability requirement and limits may be satisfied instead through Permittee's Commercial General Liability and Automobile Liability insurance, or any combination thereof that achieves the overall required limits. E. Other Insurance Provisions Permittee's Commercial General Liability, Automobile Liability, Excess or Umbrella Liability, Contractors Pollution Liability insurance policy or policies are to contain, or be endorsed to contain, that they shall be primary insurance as respect the City. Any insurance, self-insurance, or self -insured pool coverage maintained by the City shall be excess of the Permittee's insurance and shall not contribute with it. F. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than A: VII. G. Verification of Coverage The Permittee shall furnish the City with original certificates and a copy of the amendatory endorsements annually, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Master Permit Agreement. Upon request by the City, the Permittee shall furnish certified copies of endorsements required in this Master Permit Agreement and evidence of all subcontractors' coverage. 17 Packet Pg. 20 H. Subcontractors The Permittee shall cause each and every Subcontractor to provide insurance coverage that complies with all applicable requirements of the Permittee-provided insurance as set forth herein, except the Permittee shall have sole responsibility for determining the limits of coverage required to be obtained by Subcontractors. The Permittee shall ensure that the City is an additional insured on each and every Subcontractor's Commercial General liability insurance policy using an endorsement as least as broad as ISO CG 20 26. I. Notice of Cancellation Permittee shall provide the City with 30 days advanced written notice of any cancellation and any non -renewal of any required coverage that is not replaced. J. Failure to Maintain Insurance Failure on the part of the Permittee to maintain the insurance as required shall constitute a material breach, upon which the City may, after giving five business days' notice to the Permittee to correct the breach, terminate the Master Permit Agreement or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the City on demand. K. City Full Availability of Permittee Limits If the Permittee maintains higher insurance limits than the minimums shown above, the City shall be insured for the full available limits of Commercial General and Excess or Umbrella liability maintained by the Permittee, irrespective of whether such limits maintained by the Permittee are greater than those required by this Master Permit Agreement or whether any certificate of insurance furnished to the City evidences limits of liability lower than those maintained by the Permittee. L. Permittee Self Insurance If the Permittee is self -insured or becomes self -insured during the term of the Master Permit Agreement, Permittee or its affiliated parent entity shall comply with the following: (i) provide the City, upon request, a copy of Permittee's or its parent company's most recent audited financial statements, if such financial statements are not otherwise publicly available; (ii) Permittee or its parent company is responsible for all payments within the self -insured retention; and (iii) Permittee assumes all defense and indemnity obligations as outlined in the indemnification section of this Master Permit Agreement. Section 20. Maps and Records. After construction is complete, Permittee shall provide the City with accurate copies of all as -built plans and maps showing the location of all components meeting the definition of Facilities placed in the Right -of -Way, in a form and content prescribed by the Public Works Director. These plans shall be provided at no cost to the City, and shall include hard copies and digital copies in a format specified by the Public Works Director. 18 Packet Pg. 21 2.1.a Permittee shall further provide at no cost to the City accurate copies of all as -built plans and maps and records for all existing Facilities placed in the Right -of -Way under authority of ordinance 3441 or 3534, in a format specified by the City Engineer, within 60 days of the date this Master Permit is signed by the City's mayor. Section 21. Abandonment and Removal of the Permittee's Facilities. In addition to the abandonment and removal requirements of ECDC 20.50.140, incorporated herein by this reference, Permittee agrees to the following: Upon the expiration, termination, or revocation of the rights granted under this Agreement, the Permittee shall remove all of its Facilities from the Public Ways of the City within ninety (90) days of receiving notice from the Public Works Director. Provided, however, that the City may permit the Permittee's improvements to be abandoned and replaced in such a manner as the parties shall agree, subsequent always to the City's standard construction requirements for Right -of -Way use. Upon permanent abandonment, and Permittee's agreement to transfer ownership of any Facilities to the City, the Permittee shall submit to the City a proposal and instruments for transferring ownership to the City. Any such Facilities abandoned in place without City's consent and not removed within ninety (90) days of receipt of notice thereof shall automatically become the property of the City, unless Permittee is prevented from removing its Facilities by causes beyond its reasonable control including, but not limited to, acts of God, war, or governmental restrictions. In such case, Permittee's time for performance of its obligations under this section will be extended by a reasonable period of time, not to exceed an additional thirty (30) days in any event, without City's consent thereto. Provided, however, that nothing contained within this Section shall prevent the City from compelling the Permittee to remove any such Facilities through judicial action when the City has not consented to the Permittee's abandonment of said Facilities in place. If City takes said judicial action and the court determines the city is entitled to the relief it seeks, then Permittee shall reimburse the city its legal costs incurred. Section 22. Restoration of Existing Facilities. If a lawfully authorized Facility is destroyed or damaged to the extent that it must be rebuilt or replaced as follows: (i) Permittee must apply for a new Right -of -Way Construction Permit and wireless facilities permit prior to rebuilding or replacing the facility; and (ii) The rebuilt or replacement facility must comply with the standards of Chapter 20.50 ECDC in effect at the time of rebuilding or replacement. Such compliance may include, but is not limited to, a relocation to meet then current zoning standards. Section 23. Safety Requirements. A. Permittee shall, at all times and at its sole responsibility and expense, comply with all applicable laws, standards and regulations relating to the installation, operation, maintenance, repair and/or removal of its Facilities. In accordance with applicable federal, state, and local safety requirements, Permittee shall at all times employ reasonable and ordinary care and shall install and maintain and use commonly accepted methods and devices for preventing failures and accidents 19 Packet Pg. 22 2.1.a which are likely to cause damage, injury, or nuisance to the public and/or workers. The Facilities shall at all times be kept and maintained in a safe, suitable condition, and in good order and repair. B. As an exercise of its police powers in the interest of the public health, safety, and welfare, and to the extent not preempted by federal law, the City may require verification of Permittee's compliance with any health and safety laws and regulations applicable to its Facilities at Permittee's cost and expense. The City may, but shall have no obligation to, conduct inspections, and Permittee shall cooperate with any such inspections and provide all information requested by the City as it may reasonably determine is necessary as part of its inspection. Permittee shall reimburse the City for its reasonable costs related to all health and safety inspections according to the procedures of Section 14; PROVIDED THAT with respect to any RF emissions inspections, Permittee shall only be charged if Permittee is found to be out of compliance with FCC standards. C. If a violation of the National Electrical Safety Code or other applicable regulation is found to exist by the City, the City will, after discussions with Permittee, establish a reasonable time for Permittee to make necessary repairs. If the repairs are not made within the established time frame, the City may make the repairs itself or have them made and collect all reasonable costs thereof from Permittee. D. Notwithstanding the foregoing, if either party discovers that the emissions from a Facility exceed the FCC standards, and if discovered by the City then also after testing and certification of test results from a qualified RF engineer, then Permittee shall immediately turn off the Facility or portion thereof committing the violation, until the emissions exposure is remedied. Upon any City discovery of violation, notification shall be made verbally by calling 1-800-832- 6662 and by email notice to REleaseAdmin@att.com. Permittee is required to promptly turn off that portion of the Facility that is in violation, no later than forty-eight (48) hours after date and time of email notice or of its own discovery of noncompliance. E. Pursuant to ECDC 20.50.070, upon each application for a wireless communications facility permit, Permittee shall provide the certificate of an RF engineer with knowledge of the proposed development that the small wireless facility network will comply with RF standards adopted by the FCC. Permittee shall further provide proof of FCC and other regulatory approvals required to provide the service and to utilize the technology sought to be installed. Permittee shall thereafter perform any testing and provide certification of the Facilities as may be requested by FCC or any other government agency with the authority to regulate exposure to RF emissions, and Permittee will provide a copy of any such compliance reports to the City. Section 24. Bonds. As a condition of performing work in the Public Ways, and before undertaking any of the work, the Permittee, at the City's request, shall furnish a Right -of -Way Construction Bond (Construction Bond) and following completion a Maintenance Bond as specified below. 20 Packet Pg. 23 2.1.a A. Construction Bond. The construction bond shall be written by a corporate surety acceptable to the City equal to at least 125% of the estimated cost of restoring the Public Ways of the City to the pre -construction condition required by Section 11 of this Master Permit. Said bond shall be required to remain in full force until satisfactory completion of the restoration as determined by the City. In the event a bond issued to meet the requirements of this Section is canceled by the surety, Permittee shall, prior to expiration of said bond, be responsible for obtaining a replacement bond which complies with the terms of this Section. B. Maintenance Bond. At such time as the city determines the satisfactory completion of the authorized work, including restoration of the Public Ways, the City may require a Maintenance Bond which shall guarantee all restoration work for a period of two (2) years. It shall be written by a corporate surety acceptable to the City in the amount of fifteen percent (15%) of the original Construction Bond amount. The Maintenance Bond must be in place before City may release the Construction Bond. In the event that a bond issued to meet the requirements of this Section is canceled by the surety, after proper notice and pursuant to the terms of said bond, Permittee shall, prior to expiration of said bond, be responsible for obtaining a replacement bond which complies with the terms of this Section. Section 25. Modification. The City and the Permittee hereby reserve the right to alter, amend or modify the terms and conditions of this Master Permit upon the written agreement of both parties to such alteration, amendment or modification. Said modifications shall be approved by the City by ordinance and accepted by the Permittee consistent with Section 41 (Acceptance and Grant Fee) hereof. Section 26. Forfeiture and Revocation. A. This Master Permit may be terminated for failure by Permittee to comply with the material provisions hereof and other provisions of the Edmonds Municipal Code. In addition to termination, the City may pursue other rights or remedies as may be available to it herein, or in law or in equity. B. If the City has reason to believe that grounds exist for revocation of a master permit or lesser sanctions, then: 1. The City shall provide Permittee with written notice of the violation, by certified mail, containing a short and concise statement of the nature and general facts of the violation, the steps necessary to cure such violation, and a reasonable time period within which the violation must be cured. Within thirty (30) thereafter, Permittee shall respond demonstrating that no violation occurred, that any problem has been corrected, or with a proposal to correct the problem within a specified period of time. 2. Permittee may request an extension of time to cure an alleged violation if construction is suspended or delayed by the City, or where unusual weather, natural consequences (e.g., earthquakes, floods, etc.), extraordinary acts of third parties, or other circumstances which are reasonably beyond the control of Permittee delay progress, provided that Permittee has not, 21 Packet Pg. 24 2.1.a through its own actions or inactions, contributed to the delay. The amount of additional time allowed will be determined by the City. The extension of time in any case shall not be greater than the extent of the actual non-contributory delay experienced by Permittee. 3. If said response is not satisfactory to City, the City may declare Permittee to be in default, with written notice to Permittee in accordance with the Notice requirements of this Master Permit. Within ten business days after notice to Permittee, Permittee may deliver to the City a request for a hearing before the City Council. If no such request is received, the City may declare the Master Permit terminated for cause and/or pursue other rights or remedies as may be available to it herein, or in law or in equity, including but not limited to obtaining a court order compelling specific performance and recovery of damages and costs incurred by the City, or in lieu of the foregoing damages, collecting liquidated damages per paragraph C below.. 4. If Permittee files a timely written request for a hearing, such hearing shall be held within thirty (30) days after the City's receipt of the request therefor. Such hearing shall be open to the public and Permittee and other interested parties may offer written and/or oral evidence explaining or mitigating such alleged non-compliance. Within ten days after the hearing, the City Council, on the basis of the record, will make the determination as to whether there is cause for termination, whether the Master Permit will be terminated, and/or to pursue other rights or remedies. The City Council may in its sole discretion fix an additional time period to cure violations. If the deficiency has not been cured at the expiration of any additional time period or if the City Council does not grant any additional period, the City Council may, by resolution declare the Master Permit to be terminated and forfeited and/or pursue other rights or remedies. 5. If Permittee appeals revocation and termination, such revocation may be held in abeyance pending judicial review by a court of competent jurisdiction, provided the Permittee is otherwise in compliance with this Master Permit. While revocation is held in abeyance, City may suspend the issuance of additional permits. In any such appeal, Permittee shall be responsible for the costs of preparing and filing the City's administrative record with the Court and such costs shall be paid prior to the City's filing thereof. C. In the event that the City elects to collect liquidated damages, said damages shall be five hundred dollars ($500.00) per day, per violation, for each day beyond thirty (30) days that Permittee has been in violation. If liquidated damages are used, then those damages shall be the exclusive monetary remedy for the breach. D. If this agreement is terminated for cause, the ninety (90) day clock referenced in Section 20 (Abandonment and Removal of the Permittee's Facilities) begins to run the date the City or City Council declares the Master Permit terminated for cause in accordance with the procedures of this Section 26; Provided that if Permittee appeals revocation and termination pursuant to paragraph B(5) of this Section 26, then paragraph B(5) shall govern. E. Permittee shall not be deemed to be in default, failure, violation, or non-compliance with any provision of this Master Permit where performance was rendered impossible due to materially, substantially, and reasonably to an act of God, fire, flood, storm, or other element or 22 Packet Pg. 25 2.1.a casualty, theft, war, disaster, strike, lock -out, boycott, prevailing war or war preparation, or bona fide legal proceedings, beyond the control of Permittee. F. City code may provide for civil penalties or abatement for code violations, and nothing in this Section 26 prevents the City from pursuing those independent of or in conjunction with the remedies and procedures outlined in this Section 26. Section 27. Security A. At the same time as providing acceptance of this Master Permit, Permittee shall establish a permanent security fund in the amount of Fifty Thousand Dollars ($50,000) by providing a letter of credit or a performance bond reasonably acceptable to the City to guarantee the full and complete performance of the requirements of this Master Permit and to guarantee payment of any costs, expenses, damages, or loss the City pays or incurs, including monetary and civil penalties, because of any failure attributable to Permittee to comply with the codes, ordinances, rules, regulations, or permits of the City. The amount of the Security Fund shall not be construed to limit Permittee's liability or to limit the City's recourse to any remedy to which the City is otherwise entitled at law or in equity. B. Permittee shall replenish the security fund within fourteen (14) days after written notice from the City that there is a deficiency in the amount of the fund. C. Upon termination or expiration of the Master Permit, all funds remaining in the Security Fund shall be returned to Permittee within thirty (30) days after removal of Permittee's Facilities in the Public Ways. Section 28. Hazardous Substances. Permittee shall not introduce or use any hazardous substances (chemical or waste), in violation of any applicable law or regulation, nor shall Permittee allow any of its agents, contractors or any person under its control to do the same. Permittee will be solely responsible for and will defend, indemnify and hold the City, its officers, officials, employees and agents harmless from and against any and all claims, costs and liabilities including reasonable attorneys' fees and costs, arising out of or in connection with the cleanup or restoration of any property associated with Permittee's use, storage, or disposal of hazardous substances, or the use, storage or disposal of such substances by Permittee's agents, contractors, or other persons acting under Permittee's control. Section 29. City Ordinances and Regulations. Permittee agrees to comply with all present and future federal, state, and local laws, ordinances, rules, and regulations. This Master Permit is subject to ordinances of general applicability enacted pursuant to the City's police powers. Nothing herein shall be deemed to direct or restrict the City's ability to adopt and enforce all necessary and appropriate ordinances regulating the performance of the conditions of this Master Permit, including any ordinance made in the exercise of its police powers in the interest of public safety and for the welfare of the public. The City shall have the authority at all times to control by appropriate regulations the locations, elevation, manner or construction and maintenance of any 23 Packet Pg. 26 2.1.a facilities by the Permittee, and the Permittee shall promptly conform with all such regulations, unless compliance would cause the Permittee to violate other requirements of the law. Section 30. Survival. All of the provisions, conditions, and requirements of this Master Permit shall be in addition to any and all other obligations and liabilities the Permittee may have to the City at common law, by statute, or by contract. The provisions, conditions, and requirements of Sections 8, Relocation of Facilities; 9, Undergrounding of Facilities; 10, Work in Public Wks- 11, Restoration after Construction; 13, Dangerous Conditions, Authority for City to Abate; 14, Recovery of Costs; 15, Fees for Use of Public Ways; 17, Indemnification and Waiver; 18, Insurance; 20, Abandonment and Removal of the Permittee's Facilities, 26 Security Fund, and 27 Hazardous Substances, shall survive the expiration or termination of this Master Permit, and any renewals or extensions thereof. All of the provisions, conditions, regulations and requirements contained in this Master Permit shall further be binding upon the heirs, successors, executors, administrators, legal representatives and assigns of the Permittee and all privileges, as well as all obligations and liabilities of the Permittee shall inure to its heirs, successors, and assigns equally as if they were specifically mentioned wherever the Permittee is named herein. Section 31. Severability. In any section, sentence, clause, or phrase of this Master Permit 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 Master Permit. Section 32. Assignment. This Master Permit may not be assigned or transferred without prior written notice to the City, except that the Permittee may freely assign this Master Permit without prior notice in whole or part to a parent, subsidiary, or Affiliate or as part of any corporate financing, reorganization or refinancing. In such case Permittee shall provide prompt, written notice thereafter. In the case of transfer or assignment as security by mortgage or other security instrument in whole or in part to secure indebtedness, such notice shall not be required unless and until the secured party elects to realize upon the collateral. Permittee shall provide prompt written notice to City of any such assignment. Permittee may, without the prior written notice to the City: (i) Lease the Facilities, or any portion thereof, to another; (ii) Grant an Indefeasible Right of User Interest in the Facilities, or any portion thereof, to another; or (iii) Offer or provide capacity or bandwidth in its Facilities to another, PROVIDED THAT: Permittee at all times retains exclusive control over such Facilities and remains solely responsible and liable for the performance of all obligations under this Master Permit, including but not limited to responsible for locating, servicing, repairing, relocating or removing its Facilities pursuant to the terms and conditions of this Master Permit. Permittee cannot grant any rights to a Lessee that are greater than any rights Permittee has under this Master Permit. Any Lessee shall not be construed to be a third party beneficiary under this Master Permit. Section 33. Vacation. The City may at any time by ordinance vacate all or any portion of the area affected by this Master Permit, and the City shall not be liable for any damages or loss to the Permittee by reason of such vacation. The City shall strive to notify the Permittee in writing at least sixty (60) days prior to vacating all or any portion of any such area in which Permittee is 24 Packet Pg. 27 2.1.a located. This Master Permit shall terminate with respect to such vacated area after sixty (60) days' written notice to Permittee. Section 34. Notice of Tariff Changes. If applicable to Permittee, Permittee shall, when making application for any changes in tariffs affecting the provisions of this Master Permit, notify the City in writing of the application and provide the Public Works Director with a copy of the submitted application within three days of filing with the Washington Utilities and Transportation Commission or other regulatory body. If applicable to Permittee, Permittee shall further provide the Public Works Director with a copy of any actual approved tariff change affecting the provisions of this Master Permit. Section 35. Notice. All notices, requests, demands, and communications hereunder will be given by first class certified or registered mail, return receipt requested, or by a nationally recognized overnight courier, postage prepaid, to be effective when properly sent and received, refused or returned undelivered. Notices will be addressed to the parties as follows: CITY: City of Edmonds Public Works Director 7110 210th Street SW, Edmonds, WA 98026 771-0235 and to City of Edmonds City Engineer 121 5th Avenue North Edmonds, WA 98020 Telephone: (425) 771-0220 With a copy to the City Attorney, c/o City Clerk, at the 121 5th Avenue address. PF.R MTTTF,F - New Cingular Wireless PCS, LLC Attn: Network Real Estate Administration Site No. City of Edmonds Wireless Franchise Agreement (WA) 1025 Lenox Park Blvd NE, 3rd Floor Atlanta, GA 30319 With a copy to: New Cingular Wireless PCS, LLC 25 Packet Pg. 28 2.1.a Attn: AT&T Legal Dept — Network Operations Site No. City of Edmonds Wireless Franchise Agreement (WA) 208 S. Akard Street Dallas, TX 75202-4206 Section 36. Entire Master Permit. This Master Permit constitutes the entire understanding and agreement between the parties as to the subject matter herein and no other agreements or understandings, written or otherwise, shall be binding upon the parties upon approval and acceptance of this Master Permit. Provided further, that the City and Permittee reserve all rights they may have under law to the maximum extent possible and neither the City nor Permittee shall be deemed to have waived any rights they may now have or may acquire in the future by entering into this Master Permit. The franchises adopted between the City and Permittee or City and Permittee's predecessor under ordinance numbers 3441 and 3534 (the "Original Franchises") are superseded and replaced by this Master Permit as of the Effective Date of this Ordinance, and this Master Permit and all exhibits attached hereto shall constitute the entire Master Permit between the parties. The grant of this Master Permit shall have no effect on the requirements of the Original Franchises related to indemnification or insurance to the City against acts and omissions occurring during the period that the Original Franchises were in effect, including Survival, and during any period in which Permittee's Facilities were in the Right of Way of the City. Section 37. Attorney's Fees. Except as otherwise provided in this Master Permit, if any suit or other action is instituted in connection with any controversy arising under this Master Permit, each party shall be responsible for its own attorneys' fees and costs. This section shall have no effect on the indemnity and defense obligations of this Master Permit. Section 38. Non -waiver. Failure of the City to declare any such breach or default immediately upon the occurrence thereof, or delay in taking any action in connection therewith, shall not waive such breach or default, but the City shall have the right to declare any such breach or default at any time. Failure of the City to declare one breach or default does not act as a waiver of the City's right to declare another breach or default. Section 39. Governing LawNenue. This Master Permit shall be governed by and construed in accordance with the laws of the state of Washington. The venue and jurisdiction over any dispute related to this Master Permit shall be with the Snohomish County Superior Court, or, with respect to any federal question, with the United States District Court for the Western District of Washington, at Seattle. Section 40. Titles. The section titles are for reference only and should not be used for the purpose of interpreting this Master Permit. Section 41. Acceptance and Grant Fee. Within sixty (60) days after the passage and approval of this ordinance, this Master Permit shall be accepted by Permittee by its filing with the City Clerk an unconditional written acceptance thereof. Failure of the Permittee to so accept this Master 26 Packet Pg. 29 2.1.a Permit within said period of time shall be deemed a rejection thereof, and the rights and privileges herein granted shall, after the expiration of the sixty (60) day period, absolutely cease and determine, unless the time period is extended by ordinance duly passed for that purpose. In accordance with Section 16 above, Permittee shall pay to City the Grant Fee. Section 42. 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 the passage and publication of an approved summary thereof consisting of the title. 27 Packet Pg. 30 2.1.a APPROVED AS TO FORM: OFFICE OF THE CITY ATTORNEY: JEFF TARADAY FILED WITH THE CITY CLERK: PASSED BY THE CITY COUNCIL: PUBLISHED: EFFECTIVE DATE: ORDINANCE NO.: 28 CITY OF EDMONDS MAYOR MIKE ROSEN ATTEST/AUTHENTICATED: CITY CLERK SCOTT PASSEY Packet Pg. 31 2.1.a SUMMARY ORDINANCE NO. of the City of Edmonds, Washington On the day of , 2024, the City Council of the City of Edmonds, passed Ordinance No. A summary of the content of said ordinance, consisting of the title, provides as follows: AN ORDINANCE OF THE CITY OF EDMONDS, WASHINGTON, GRANTING TO NEW CINGULAR WIRELESS PCS, LLC, A DELAWARE LIMITED LIABILITY COMPANY, SUCCESSOR IN INTEREST TO AT&T WIRELESS SERVICES OF WASHINGTON, LLC, AN OREGON LIMITED LIABILITY COMPANY, D/B/A AT&T WIRELESS, A NON-EXCLUSIVE MASTER PERMIT AGREEMENT TO INSTALL, OPERATE, AND MAINTAIN MACRO WIRELESS TELECOMMUNICATIONS FACILITIES WITHIN A CERTAIN DESIGNATED AREA OF PUBLIC RIGHT-OF-WAY OF THE CITY OF EDMONDS, WASHINGTON, PRESCRIBING CERTAIN RIGHTS, DUTIES, TERMS, AND CONDITIONS WITH RESPECT THERETO, ESTABLISHING AN EFFECTIVE DATE The full text of this Ordinance will be mailed upon request. DATED this day of , 2024. City Clerk, Scott Passey 29 Packet Pg. 32 2.1.b 9227 Olympic View Drive AT&T Reference Numbers: SN77 Edmonds Beach, FA#10092730; and City of Edmonds Right of Way permit number ENG2002-0184 (02-184) incorporated by reference as if fully set forth herein. Site Plan Packet Pg. 33 2.1.b 1041 d� Enlarged Site Plan �a 3 m C Q o: m C ca Li m a� L_ 3 8� C U 3 a� Z C O .A d Q r s X W N C O E t V w r Q C d E t 0 �4 w Q Packet Pg. 34 2.1.b (E) TWIN DIPLEXER (2 PER SECTOR, TYP OF 4) REPLACEMENT TMA (2 PER SECTOR, TYP OF 4) 11 A. ATOP OF (E) UTILITY POLE _ (E) PANEL ANTENNA TIP HEIGHT EL l52., C EL f53.0'AGL E PANETENNAL ANRAD CENTER EL f50.0' AGL \ ,e (E) PANEL ANTENNA (2 PER SECTOR, TYP OF 4) J V (E) TRANSMIS SION LINE _ r_. ..r-aHP-OHP� 0�- OHP_�p_OHP-oHP-oHP� EL 140.7 AGL_I (E) 4-0 CONDUIT (TYP OF 4). BEYOND WI (12) 718-0 COAX Aa (E) TRANSMISSION LINE `.. .P�_0«v---Ona O�� OHP-OHP-0«P O« EL 130.01 AGL O«P-OHP�OHP� 0-0HPl (E) t52,T HIGH SNOPUD UTILITY POLE (E)OVERHEAD TRANSMISSION LINE (TYP) JE) TRANSMISSION LINE ` .__nto«Po«P OHP�O«P _cwao OHP orw-orm -OHP� - EL t20.2 AGL (E) UTILITY H-FRAME W/ (E) LANDSCAPE (TYP) DISCONNECT & GEN PLUG (E) WOOD FENCE (E) POST H-FRAME W/ UTILITY BOXES . A lha �GRADREF 0.(Y)A ... .. .. .. . 91 EL 09E AMSL: Elevation Packet Pg. 35 2.1.b 9114 20711 Place AT&T Reference Numbers: SN63 Edmonds Ridge, FA#10092672; and City of Edmonds Right of Way permit number ENG2003-0334 (03-0334) OR ENG2002- 0200 (02-0200)1 incorporated by reference as if fully set forth herein. � mrm ame�sw —N STNEET f10lIH 5iR M �uowmm Site Plan Commented [JM1 ]: AT&T provided 02-0200, Cif O records indicate permit number is likely 03-0334. y to remove whichever is incorrect. O _N L V C 10 L L 3 a 3 d Z c O .N 4) u a x W N C d E t t) 10 w Q r.+ C O t t) lC a Packet Pg. 36 2.1.b Enlarged Site Plan Packet Pg. 37 2.1.b (E) PANEL ANTENNA (TVP OF 2) (E) TWIN TMA (TVP OF 4) (E) PANEL ANTENNA TIP HEIGHT n EL IWAI AGL STOP OF (E) UTILITY POLE _ ,DEL 330 a AGL _ _ _ 1E P) ANEL ANTENNA RAD CENTER� p EL t49.5' AG REPLAC EMENT PANEL ANTENNA (TVP OF 2) A-3 P (E)±50.0 WOOD SNOPUD UTILITY POLE — (E) OVERHEAD UTILITY LINE (TYP) -� (E)GPS ANTENNA (E) WOOD FENCE Off. REPLACEIIENT PANEL ANTENNA RAD CENTERe EL.... V P P—p—p—p—v—v_p—p AT&T CONDUIT W/ (12) 7/rO COAX P P—v _ .p P p�p�p p _ P p p—N_ — P p_p—p—p_v (E) SNOPUD EQUIPMENT (E) MAN GATE W/ AT&T UTILITY H-FRAME, BEYOND (E) ROCK RETAINING WALL _ _ _ ... .. (GRADE (REF O.a) EL ra&e.a AMSL / (E) UNDERGROUND CONDUIT BETWEEN F -� PROPOSED (4) 711"0 COAX ROUTED TO MATCH (E) - UTILITY POLE & AT&T EQUIPMENT VAULT I I I UPPER LEVEL EQUIPMENT VAULT � � () LOWER LEVEL EQUIPMENT VAULT M' L - EJ (EQUIPMENT1/2 M13 Elevation Packet Pg. 38 2.1.b 402 Main Street AT&T Reference Numbers: SN19 Edmonds, FA#10092438 City of Edmonds Building permit BLD2011-0399 issued for work at this location incorporated by reference as if fully set forth herein. Site Plan Packet Pg. 39 2.1.b Enlarged Site Plan Packet Pg. 40 2.2 City Council Agenda Item Meeting Date: 09/17/2024 Public pedestrian easement along Sunset Ave N adjacent to 326 Sunset Ave N. Staff Lead: Rob English Department: Engineering Preparer: Emiko Rodarte Background/History None Staff Recommendation Forward item to consent agenda at a future City Council meeting. Narrative The City is currently reviewing a proposed development project for a new single-family resident at 326 Sunset Ave N. The subject property along Sunset Ave N requires a 4' wide planter strip along with a minimum 4' wide sidewalk to be ADA compliant and remain consistent with the existing sidewalk along the east side of Sunset Ave N. In meeting this requirement, a portion of the sidewalk will be located on private property and therefore, a public pedestrian easement shall be provided to the City. Attachments: Attachment 1 - Vicinity Map Attachment 2 - Legal Description for Pedestrian Easement Attachment 3 - Site Plan with Easement Packet Pg. 41 I 2.2.a I City of Edmonds VICINITY MAP I 6,3 � 61r SATZJ�-LN 60, a ' 4 60� F _\ I sD.1 sz.� � �S Bracketts Sunset 1v 1.> Jo Landing Ave Park yy��A6. North Underwater a 3 Park'/ r 1 �Q B LV Mq//•i, t� i .(� ♦ ♦ '76 113. .rackettS' T41, 51C ` S� i S 7091 S 509� 1 97� i' ■ 70 is IIIIII� '�1UW: FNE V"7 E-_1 C Oil- el( �r `« 1: 3,145 01 0 262.07 524.1 Feet 390.3 This ma is a user generated static output from an Internet mapping 4,683 p f B p pp g site and is for reference only. Data layers that appear on this map may or may not be accurate, WGS_1984_Web-Mercator _Auxiliary -Sphere current, or otherwise reliable. © City of Edmonds THIS MAP IS NOT TO BE USED FOR DESIGN OR CONSTRUCTION 00 E ry�p-gy Legend Sections Boundary Sections Edmonds Boundary ArcSDE.GIS.PROPERTY_BUILDINC ArcSDE.GIS.STREET CENTERLINE: <all other values, Interstate Principal Arterial Minor Arterial; Collector Local Street; On Ramp State Highways <all other values> 0 1 2 County Boundary Parks ArcSDE.GIS.PROPERTY_WASHIN( ArcSDE.GIS.PROPERTY_CITIES ArcSDE.GIS.PROPERTY_CITIES City of Edmonds City of Lynnwood City of Mountlake Terrace Unincorporated King Co; Unincorpc City of Woodway Citv of Arlington: Citv of Bothell: Cit Notes Q Packet Pg. 42 1 2.2.b Return Address: City Clerk City, of Edmonds 121 - 5th Ave. N. Edmonds, WA 98020 PEDESTRIAN EASEMENT Property Address: 326 Sunset Ave. N, Edmonds, WA 98020 Assessor's Property Tax Parcel No.: 27032300101100 IN CONSIDERATION of benefits to accrue to the grantors herein, the undersigned, Kevin E. and Carolyn N. Reid, husband and wife ("GRANTORS") hereby grant to the CITY OF EDMONDS, a Washington Municipal Corporation ("GRANTEE"), a permanent public pedestrian easement for the location and operation of a sidewalk and necessary appurtenances, over, across, through, and below the following described property, together with the right of access to the easement at any time for the stated purposes, The easement hereby granted is located in the COUNTY OF SNOHOMISH, STATE OF WASHINGTON, and is more particularly described in Exhibit A and depicted in Exhibit B, attached hereto and incorporated herein by this reference. GRANTORS understand and agree for themselves and their successors and assigns not to cause or allow the construction or maintenance of any building or other structure in or upon the area conveyed without the prior written consent of GRANTEE, which may be granted or allowed in GRANTEE'S sole discretion. GRANTORS understand and agree that GRANTEE may cause the summary removal of any such building or structure so placed without GRANTORS' consent and that GRANTORS shall make no claim for and shall hold GRANTEE harmless from any claim by a third person for damage to or destruction of the property so removed. GRANTEE agrees to indemnify, defend and hold GRANTORS harmless from any and all liability or damages, including attorneys' fees and costs, incurred or arising from GRANTEE'S use of the easement as stated above, except those arising from any of GRANTORS' negligence or intentional misconduct. GRANTORS expressly reserve all rights not inconsistent with those granted to GRANTEE herein. DATED THIS `1,y DAY OF STATE OF WASHINGTON ) ) ss COUNTY OF SNOHOMISH) 2024. Kev' E. Reid Q� Carolyn N. Rei On this day personally appeared before me Kevin E. and Carolyn N. Reid, to me known to be the individuals described in and who executed the within and foregoing instrument and acknowledged that they signed the same as their free and voluntary act and deed, for the uses and purposes therein mentioned. UNDER MY,k4mmMN%VVt'f; ICIAL SEAL RP ROTy pr♦�UOt�,�� %" 20181f ~% i N �110 �4�4�`�4 . 2 • ,tttt9t08`,j`�rv,`O THIS DAY OF N21&&61 12024 NOTARY PUBLIC in/Ad for the `yNXw�n� State of Washington, residing at �G LAT Packet Pg. 43 2.2.b Accepted by the city Council dated CITY OF EDMONDS Mike Rosen, Mayor day of 2024. ATTEST/AUTHENTICATED: Scott Passey, City Clerk APPROVED AS TO FORM: Office of the City Attorney ATT Packet Pg. 44 2.2.b EXHIBIT A LEGAL DESCRIPTION SEC 23 TWP 27 RGE 03RT-10) BAAP ON E BDY CO RD 214FT N OF NE COR OF FRONT & EDMONDS STS TH ELY AT R ANG 120FT TH NLY AT R ANG 66FT TH WLY AT R ANG 120FT TH SLY 66FT TO POB ATPacket Pg. 45 2.2.b EXHIBIT B 1 OF 2 PEDESTRIAN EASEMENT THAT PORTION OF GOVERNMENT LOT 1, SECTION 23, TOWNSHIP 27 NORTH, RANGE 3 EAST OF THE WILLAMETTE MERIDIAN, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT 214 FEET NORTH OF THE NORTHEAST CORNER OF EDMONDS AND FRONT STREET, CITY OF EDMONDS, SNOHOMISH COUNTY, WASHINGTON; THENCE S58031'20"E, A DISTANCE OF 1.41 FEET; THENCE N32009'20"E, 66.00 FEET; THENCE N58031'20"W, 2.19 FEET TO THE EAST MARGIN OF FRONT STREET; THENCE S31 °28'40"W ALONG THE EAST MARGIN OF FRONT STREET, 66.00 FEET TO THE POINT OF BEGINNING. SITUATE IN THE COUNTY OF SNOHOMISH, STATE OF WASHINGTON. LAT 7 Packet Pg. 46 EXHIBIT B 2OF2 2.2.b / / N NOT TO SCALE PEDESTRIAN EASEMENT ATTACHMENT 2 SE 1/4 OF NE 1/4 OF SEC. 23, T. 27N9 R. 3E, WM Packet Pg. 47 I LANDSCAPE AREA BOUNDARY OF SEISMIC HAZARD AREA SE 1/4 OF THE NE 1/4 OF SEC. 23, T. 27N., R. 03 E, W.M. REID SFR 6" SSCO \I PROPOSED 5' UTILITY EASEMENT FOR PARCEL #27032300100900 K300 ACO TRENCH DRAIN W LLJ 600 1 �0 ����'� ,L�oS 5S z P e�oG� ° ` rx O U EX. 4' PVC SSC❑ RIM=45.16' IE= 40.23' BASIS OF BEARING N45'55'04"E ALONG THE MONUMENTED CENTERLINE OF 2ND AVENUE PER PLAT OF SUNSET ADDITION RECORDED IN VOLUME 15, PAGE 41. REFERENCES -PLAT OF SUNSET ADDITION, VOLUME 15, PAGE 41. -RECORD OF SURVEY, RECORDING NO.200707065001 -BOUNDARY LINE ADJUSTMENT, RECORDING NO. 201409185002. VERTICAL DATUM NAVD88 PER WGS SURVEY DATA WAREHOUSE DESIGNATION: 1778 = CAD # DB ID: 17606 DESCRIPTION: BRASS DISK IN CONCRETE MONUMENT LOCATION: IN THE CENTERLINE OF SUNSET AVENUE DIRECTLY WEST OF HOUSE #210 ELEVATION: 37.5655 (LOCATED IN 2021) Puget Sound SITE O � sr T' • L1' [�a4tnn tit n'' VICINITY MAP 1" = 2000' LEGAL DESCRIPTION Fri ,, Daywr� Y �n 1A,r ❑:C. ' V � t u s d r Wal�ui '_ �r THAT PORTION OF GOVERNMENT LOT 1 IN SECTION 23, TOWNSHIP 27 NORTH, RANGE 3 EAST, W.M., DESCRIBED AS FOLLOWS: BEGINNING AT A POINT 214 FEET NORTH OF THE NORTHEAST CORNER OF EDMONDS AND FRONT STREETS, CITY OF EDMONDS, SNOHOMISH COUNTY, WASHINGTON; THENCE RUNNING NORTH ALONG THE EAST SIDE OF FRONT STREET 66 FEET; THENCE EAST 120 FEET; THENCE SOUTH 66 FEET; THENCE WEST 120 FEET TO THE POINT OF BEGINNING. SITUATE IN THE COUNTY OF SNOHOMISH, STATE OF WASHINGTON. (PER STATUTORY WARRANTY DEED, RECORDING NO.202307180223) SUBJECT TO EASEMENTS, RESTRICTIONS, CONDITIONS AND COVENANTS OF RECORD, IF ANY. PROJECT TEAM: POWER: SNOHOMISH COUNTY PUD OWNER/APPLICANT: KEVIN AND CAROLYN REID GAS: PUGET SOUND ENERGY 326 SUNSET AVE N STORM: CITY OF EDMONDS EDMONDS, WA 98290 SEWER: CITY OF EDMONDS ckreid93@comcast.net WATER: CITY OF EDMONDS GARBAGE: REPUBLIC SERVICES ARCHITECT: TYLER ENGLE ARCHITECTS 2126 WESTLAKE AVE FIRE: SOUTH COUNTY FIRE SEATTLE, WA 98121 TV: COMCAST 206-621-7150 PHONE: VERIZON info@tylerengle.com SITE INFORMATION: CIVIL ENGINEER: FURR ENGINEERING SERVICES PLLC DEAN FURR PARCEL(S): 27032300101100 4715142ND PL SW UNIT#B EDMON 98026 ADDRESS: 326 SUNSET AVE N 206-890-82 1 8291 EDMONDS, WA 98020 furrengineering@gmail.com PARCEL AREA: 7,920 SF (0.18 AC) SURVEYOR: ALLIED LAND SURVEYING, INC. 11611 AIRPORT ROAD - SUITE B4 ZONE: RS-6 EVERETT, WA 98204 425-482-0223 SETBACK: info@alliedlandsurveyinginc.com MIN. FRONT 20 FT. GEOTECHNICAL: COBALT GEOSCIENCES, LLC MIN. SIDE 5 FT. PHIL HABERMAN, P.E. MIN. REAR 15 FT. P.O. BOX 1792 NORTH BEND, WA 98045 MAX COVERAGE: 35% 206-331-1097 PROPOSED LEGEND phil@cobaltgeo.com ASPHALT PAVEMENT CONCRETE PAVEMENT PROPERTY BOUNDARY — — RIGHT-OF-WAY DEDICATION STORM DRAIN LINE ROOF DRAIN RD SIDE SEWER LINE FORCE MAIN LINE FM OCLEANOUT OYARD DRAIN C) PROPOSED TREE TOPOGRAPHY, BOUNDARY, AND UTILITIES STATEMENT: FURR ENGINEERING SERVICES PLLC. DOES NOT WARRANT THE TOPOGRAPHY, BOUNDARY, AND/OR EXISTING UTILITIES SHOWN ON THESE PLANS. IT IS THE CONTRACTORS' RESPONSIBILITY TO HAVE ALL EXISTING IMPROVEMENTS FIELD VERIFIED PRIOR TO CONSTRUCTION. ANY SUBSURFACE EXPLORATION OF EXISTING UNDERGROUND UTILITIES (POWER, WATER, SEWER, TELECOM, ETC.) SHALL BE PERFORMED BY THE CONTRACTOR. DISCREPANCIES BETWEEN WHAT IS SHOWN ON THE PLANS AND LOCATED BY THE CONTRACTOR SHALL BE BROUGHT TO THE ATTENTION OF FURR ENGINEERING SERVICES PLLC. PRIOR TO CONSTRUCTION ACTIVITIES. Know what's below. Call before you dig. DRAWING INDEX C1.0 COVER SHEET C2.0 TESC PLAN C2.1 TESC DETAILS C3.0 GRADING AND UTILITIES PLAN C3.1 GRADING AND UTILITIES DETAILS TCP1.0 TRAFFIC CONTROL PLAN HP1.0 HAUL PLAN TOPOGRAPHIC SURVEY 10 5 0 10 20 SCALE: 1 INCH = 10 FEET APPROVED FOR CONS77?UC77ON CITY OF EDMONDS DATE.• BY.• CITY ENGINEERING DIVISION kin ARCHITECTS 2126 Westlake Ave. Seattle, WA 98121 206.621.7150 tylerengle.com REID SFR 326 SUNSET AVE N EDMONDS, WA 98020 xxxx_xxxxxxx XXX - Key Plan FE a� Q m c co N 2 Registration c� Ash z w > a c 3 CO) 4693 �� �GISTV �S� CID O S I ONAL V� +a 8/12/2024 E m �a a� c ca d 2 rrEE 3 a E 4715142nd PI. SW #B, Edmonds, W WA 98026 ph 206.890.8291 3 Sheet Title; a CO M c m E COVER t Q Revisions �8/12/2024 I PER CITY COMMENTS FES Project No: 23088 Date: APRIL 15, 2024 Designed: JV Drawn: TJW Checked: DAF Sheet Number C1 00 Packet Pg. 48 c E El 2.3 City Council Agenda Item Meeting Date: 09/17/2024 Resolution to Approve Placement of Lien on Civic Park Property Staff Lead: Angie Feser Department: Parks, Recreation & Human Services Preparer: Angie Feser Background/History The Boys & Girls Club of Snohomish County (BGCSC) currently operates their Edmonds program in a city - owned building located in Civic Center Playfield Park (Civic Park) through a lease agreement. In February 2023 the agreement was renewed and modified into a ground lease to allow the construction of a new facility (Attachment #1: Ground Lease). Later that year, the City Council also reviewed and approved the new Boys & Girls Club schematic design through a Public Hearing process as was required in the lease (Attachment #2: Meeting minutes). One of the requirements of the ground lease is that BGCSC must receive approval by the city for any liens placed on the city property in the process of building the new facility. The BGCSC has received a $1,000,000 grant from Snohomish County which requires a lien placement on the property where the new club is slated to be constructed. This property is owned by the city and therefore, requires approval of the city council for the BGCSC to receive the County's $1M funding. The mechanism to complete this is the attached Resolution including the Snohomish County's Leasehood Deed of Trust (Attachment #3). The Boys & Girls Club of Snohomish County Executive Director, Bill Tsuokalas, will be present during the Committee meeting to provide additional information and answer questions. Staff Recommendation The Parks & Public Works Committee recommend to full Council to approve and authorize the Mayor to sign the attached Resolution that allows placement of a lien on city property located within Civic Center Playfield as required by Snohomish County for award of $1,000,000 in funding for the construction of the new Boys & Girls Club. Attachments: 2023 Boys and Girls Club Ground Lease_fully executed 2023-06-20 and 2023-07-05 City Council Minutes - BGC Schematic Design Resolution to Approve Placement of Lien on Civic Park Property Packet Pg. 49 DocuSign Envelope ID: 2A607031-DFF8-48B5-AAC7-B8FCF4327E89 2.3.a GROUND LEASE CITY OF EDMONDS AND BOYS & GIRLS CLUBS OF SNOHOMISH COUNTY Packet Pg. 50 DocuSign Envelope ID: 2A607031-DFF8-48B5-AAC7-B8FCF4327E89 2.3.a TABLE OF CONTENTS LISTOF EXHIBITS..................................................................................................................... ii GROUNDLEASE......................................................................................................................... 1 SECTION 1. AGREEMENT TO LEASE PROPERTY.......................................................... 1 SECTION2. TERM..................................................................................................................... 2 SECTION3. RENT..................................................................................................................... 2 SECTION 4. BGCSC'S OTHER OBLIGATIONS.................................................................. 3 SECTION 5. CITY AUTHORITY AND OBLIGATIONS...................................................... 5 SECTION 6. INDEMNITY, INSURANCE................................................................................ 5 SECTION7. DEFAULT............................................................................................................. 8 SECTION 8. REPRESENTATIONS....................................................................................... 10 SECTION 9. GENERAL PROVISIONS................................................................................. 10 Packet Pg. 51 DocuSign Envelope ID: 2A607031-DFF8-48B5-AAC7-B8FCF4327E89 2.3.a LIST OF EXHIBITS EXHIBIT A: Property Description/Boys & Girls Club Footprint EXHIBIT B: Schematic of adopted Civic Park Master Plan EXHIBIT C: Civic Park Design Guidelines Packet Pg. 52 DocuSign Envelope ID: 2A607031-DFF8-48B5-AAC7-B8FCF4327E89 2.3.a GROUND LEASE CITY OF EDMONDS / BOYS & GIRLS CLUBS OF SNOHOMISH COUNTY THIS GROUND LEASE (this "Lease"), effective the 2nd day of February , 2023 ("Effective Date") is between the CITY OF EDMONDS, a municipal corporation of the State of Washington (the "City"), and the BOYS & GIRLS CLUBS OF SNOHOMISH COUNTY, a nonprofit corporation under the laws of the State of Washington (the "BGCSC"). WHEREAS, the City and the BOYS & GIRLS CLUBS OF SNOHOMISH COUNTY entered into a Lease dated October 29, 2015, the Term of which was scheduled to expire in 2021 unless extended by one or both of the two five-year extensions in that Lease (the "2015 Lease"). WHEREAS, the 2015 Lease encompasses the same real property as this Lease and the parties intend that this Lease supersede the 2015 Lease. The parties, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound by the terms and conditions of this Lease, agree as follows: SECTION 1. AGREEMENT TO LEASE PROPERTY 1.1 Agreement to Lease and Description of Property. The City hereby leases to the BGCSC and the BGCSC leases from the City that certain real property described and shown on Exhibit A attached hereto located thereon or to be located thereon (the "Property"). The footprint for the ground lease consists of a 12,000-sf area on the Civic Park site, as shown in Exhibit B, Civic Park Master Plan. The BGCSC will own and have the option to propose a plan to accommodate a 20,000-sf new construction building onsite, with the addition of required infrastructure improvements, utilities, landscaping and any other enhancements located on the Property or to be located on the Property during the term of this Lease. This will need to be consistent with the adopted Civic Park Master Plan (see Exhibit B) and the Civic Park Design Guidelines (see Exhibit Q. As used in this Lease, the term "Improvements" shall mean all buildings, driveways, infrastructure improvements, utilities, landscaping and any other enhancements located on the Property or to be located on the Property during the term of this Lease and made to the Property by the BGCSC. 1.2 Use of the Property. 1.2.1 Allowed Uses of the Property by the BGCSC. Except as otherwise provided herein, the BGCSC shall use the Property for the purpose of operating a non-profit community resource center serving the needs of the local youth members of the community. 1.2.1.1 Notwithstanding the foregoing, the BGCSC may from time to time utilize portions of the Property for revenue -generating activities including, but not limited to, rentals and events; provided, that all revenues generated therefrom are utilized by the BGCSC exclusively for the purposes set forth in Section 1.2.1, above. CES\21798\0001 \01198017.v 1 Packet Pg. 53 DocuSign Envelope ID: 2A607031-DFF8-48B5-AAC7-B8FCF4327E89 2.3.a 1.2.2 Allowed Uses of the Property by the City. The City of Edmonds may be given access to the building so it may offer recreational and other programs to the public. A separate operating agreement will be created to determine City use and City funding. The City will be allowed use as mutually agreed upon with the Lessee. The City and the BGCSC agree to meet on a regular on -going basis to review the schedule and plan for uses for both parties other than what is outlined in this section. The City also will remain the responsible and controlling party for the grounds surrounding the building. The BGCSC acknowledges that the grounds surrounding the building are a public park and shall remain open to the public subject to the City's reasonable regulations related to uses, hours, etc. SECTION 2. TERM 2.1 Initial Term. The term of this Lease ("Lease Term") shall extend for a period of Forty (40) years commencing on January 1, 2023, and terminating on December 31, 2062, subject to the right of the BGCSC to extend the Lease Term as provided herein. 2.2 Extension Term. The Lease Term may be extended by the BGCSC for one additional period of fifteen (15) years. 2.2.1 Conditions of Extension. In order for the BGCSC to extend the Lease Term, it shall: (i) not be in material default at the time of providing notice of its Lease Extension and thereafter; (ii) it shall provide written notice of its Lease Extension at least one hundred eighty (180) days prior to the expiration of the Lease Term. 2.2.2 Process for Extension. No sooner than three hundred sixty-five (365) days and no later than one hundred eighty (180) days prior to the expiration of the Lease Term, the BGCSC shall provide written notice of its intention to exercise the Extension Term. The City and the BGCSC shall meet no later than one hundred twenty (120) days prior to the expiration of the Lease Term to confirm the Extension Term, discuss any matters pertaining thereto and sign a Lease Addendum incorporating the Extension Term and any mutually acceptable matters pertaining to the Extension Term. SECTION 3. RENT 3.1 Rent. In consideration for the use of the Property as specified in this Lease, the BGCSC shall pay to the City a total payment of Ten Dollars ($10.00) per year, and such sum shall be paid within ten (10) days from the date of execution of this Lease and within ten (10) days following January 1 St of each calendar year of each year during the Term of this Lease. The parties mutually agree and acknowledge that the BGCSC's operation of the BGCSC upon the Property effectuates a fundamental government purpose and public benefit such as to obviate the necessity of additional rental payment compensation. Furthermore, because the BGCSC's mission is to enrich the social, physical, and intellectual wellbeing of youth, the City is able to lease the Property to the BGCSC for less than fair market value under the poor and infirm exception to the constitutional (Article 8, Section 7) prohibition on gifting or loaning of public funds. 2 CES\21798\0001\01198017.v1 Packet Pg. 54 DocuSign Envelope ID: 2A607031-DFF8-48B5-AAC7-B8FCF4327E89 2.3.a SECTION 4. BGCSC'S OTHER OBLIGATIONS 4.1 Construction of Improvements. 4.1.1 City Approval and Ownership. The BGCSC shall undertake no demolition, construction, alteration, or changes ("Work") on or to the Property without the prior written consent of the City, which shall be within the discretion of the City to withhold or deny. Consent shall not be unreasonably denied. In applying its discretion, the City shall consider, among other factors deemed relevant by the City Council, the intended uses of the Property as described in Section 1.2 as well as the Property's functionality as a park. The City will allow the BGCSC to consider three (3) options: (1) improve existing facility; (2) add to existing facility; or (3) demolish existing facility and build new facility; however, the proposal must be consistent with the Civic Park Master Plan and Civic Park Design Guidelines and will be subject to City Council approval. The consent contemplated in this subsection 4.1.1 is separate and apart from the City's regulatory authority and the discretion to withhold or deny approval under this subsection 4.1.1 is not limited in the same way that the City's regulatory discretion is limited. Any deviation from approved plans must also be approved, in writing, by the City. Improvements constructed by the BGCSC during the term of this Lease shall be considered the 13GCSC's property until the date this Lease is terminated. Upon termination of the Lease Term, together with Extension, if applicable, all improvements located on the Property shall become the property of the City, excepting trade fixtures, which may be removed by the BGCSC at its option. The BGCSC will bring forth the schematic design of the facility, including its footprint on the Property, to the City Council for approval. The City Council will consider in a reasonable time frame not to exceed 60 days, and may opt to hold one or more public hearings on the schematic design prior to taking action. The BGCSC agrees not to proceed with the design development phase of the design process until the schematic design of the facility, including its footprint on the Property, is approved by the City Council. The BGCSC will also bring forth the design development phase drawings of the facility to the City Council for approval. The BGCSC agrees not to proceed with the construction document phase of the design process until the drawings from the design development phase have been approved by the City Council. Any proposed substantive design changes that are inconsistent with a previous design approval (schematic or design development), including proposed changes to the facility's footprint on the Property, shall also be subject to City Council approval and shall be returned to the City Council as soon as practicable and not be deferred until the approval of the next phase. In the event there are any disputes that arise concerning decisions made by the City under this Section 4.1.1, those disputes shall be subject to the dispute resolution provisions in Section 9.18. 4.1.2 Permits. Once approvals have been given by the City under 4.1.1, above, no Work may commence until the BGCSC obtains and delivers to the City copies of all necessary governmental permits. The BGCSC must also supply the City with a copy of any occupancy permit required and any certification required by the fire marshal, prior to the BGCSC's occupancy of the Property. 4.1.3 Construction Schedule. The consent to perform work in section 4.1.1 must be given within three (3) years of the signing of this Lease. Construction Work must be completed within three (3) years of the receipt of consent to perform the Work obtained under Section 4.1.1. If construction is begun within one (1) year of the receipt of consent and diligently performed CES\21798\0001 \01198017.v 1 Packet Pg. 55 DocuSign Envelope ID: 2A607031-DFF8-48B5-AAC7-B8FCF4327E89 2.3.a thereafter, the City will grant the BGCSC a one (1) year extension to complete construction, if needed, so long as the BGCSC notifies the City of its need for additional time at least thirty (30) days in advance of the completion deadline. Failure to complete construction within the specified time shall be an event of default under Section 7.1 unless any delay in construction occurred as a result of failure by the City to allow the BGCSC's construction to commence in a timely manner in which case, the BGCSC shall be given a commensurate amount of time for completion of construction. All Work done on the Property at any time during the term of this Lease must be done in a good workman -like manner and in accordance with all applicable laws and all building, land use, and other permit requirements. All Work shall be done with reasonable dispatch. If requested by the City, within thirty (30) days after the completion of any Work, the BGCSC shall deliver to the City complete and fully detailed as -built drawings of the completed Work, in both electronic and paper forms, prepared by an architect licensed by the State of Washington. All landscaping shall be designed by a landscape architect licensed in the State of Washington. 4.1.4 The BGCSC shall be responsible for all repairs for any and all impacts or damages attributable to the actions of the BGCSC and its invitees to City improvements of Civic Center Playfield and city street right-of-way and agrees to return improvements to their original condition at the start of the BGCSC project, including demolition and construction as deemed acceptable by the City. The BGCCSC shall submit for City review and approval a site access plan detailing how equipment and materials will be moved in and out of the construction site and how excavation, grading and construction adjacent to park and street improvements will minimize impact and prevent damages. 4.2 Maintenance. At all times during the Lease Term and Extension Term, if any, the BGCSC shall reasonably keep and maintain the BGCSC Improvements located on the Property in good repair and operating condition and shall make all necessary and appropriate preventive maintenance, repairs, and replacements. On each fifth anniversary of this Lease (meaning every five years), the City and the BGCSC shall conduct a thorough inspection of the BGCSC Improvements on the Property and City shall inform the BGCSC of any needed repairs, maintenance or clean-up to be done in order to maintain the quality of any of the BGCSC Improvements to the Property, reasonable wear and tear excepted. Such repairs, maintenance and clean-up shall be done with reasonable dispatch. Prior to entering into the Extension Term of this Lease such an inspection will also be required and all reasonable repairs and maintenance needed to be done must be done to the Improvements before the Extension Term of the Lease commences 4.3 No Liens. The BGCSC agrees to pay, when due, all sums for labor, services, materials, supplies, utilities, furnishings, machinery, or equipment which have been provided to the Property. If any lien is filed against the Work which the BGCSC wishes to protest, then the BGCSC shall immediately deposit cash with the City, or procure a bond acceptable to the City, in an amount sufficient to cover the cost of removing the lien from the Work. Failure to remove the lien or furnish the cash or bond acceptable to the City within thirty (30) days shall constitute an event of default under this Lease and the City shall automatically have the right, but not the obligation, to pay the lien in full with no notice to the BGCSC and the BGCSC shall immediately reimburse the City for any sums so paid to remove any such lien. The BGCSC shall not encumber the Property or any Improvements thereon without prior written approval of the City. The BGCSC shall obtain a performance bond in the full amount of the contract it has signed with its contractor to complete the facility and provide such performance bond to the City prior to demolition of the 0 CES\21798\0001 \01198017.v 1 Packet Pg. 56 DocuSign Envelope ID: 2A607031-DFF8-48B5-AAC7-B8FCF4327E89 2.3.a existing facility. The performance bond shall ensure that the construction of the facility is completed and that all workers, contractors, subcontractors, and suppliers will be paid. 4.4 Utilities and Services. The BGCSC must make arrangements for all utilities and shall promptly pay all utility charges before they become delinquent. The BGCSC is solely responsible for verifying the existence, location, capacity and availability of all utilities it may need for the BGCSC's planned use of the Property. The BGCSC shall be solely responsible for the cost of extending any existing utility lines into the Property. The Property, as made available to the BGCSC by the City, shall include utility access for water, sewer, electrical power and telephone to the edge (back of curb) of the Property. The BGCSC shall be solely responsible for securing all permits and for meeting all requirements necessary to achieve all of the above. 4.5 Ste. Any signs erected by the BGCSC must comply with all local sign ordinances. The BGCSC shall remove all signs and sign hardware upon termination of this Lease and restore the sign location(s) to its (their) former state(s) unless the City elects to retain all or any portion(s) of the signage. Signage requirements may reasonably change during the term and, to maintain uniformity and continuity, the BGCSC will comply with any new sign code requirements within a reasonable time after the adoption of such new requirements. SECTION 5. CITY AUTHORITY AND OBLIGATIONS 5.1 Delivery of Property. The BGCSC shall have the right to possession of the Property as of the Commencement Date. In the event the City shall permit the BGCSC to occupy the Property prior to the Commencement Date, such occupancy shall be subject to all provisions of this Lease. Early or delayed possession shall not advance or defer the Expiration Date of this Lease. 5.2 Quiet Enjoyment. Subject to the BGCSC performing all of the BGCSC's obligations under this Lease and subject to the City's rights under this Lease and its rights of condemnation under Washington law, the BGCSC's possession of the Property will otherwise not be disturbed by the City. Any sublease shall be subject to prior approval by the City and, if approval is granted, this quiet enjoyment provision shall apply to the BGCSC's sub -lessees. 5.3 Condition of Property. The City makes no warranties or representations regarding the condition of the Property, including, without limitation, the suitability of the Property for the BGCSC's intended uses or the availability of accessible utilities or roadways needed for the BGCSC's intended purposes. The BGCSC has inspected the Property, conducted its own feasibility and due diligence analysis, and accepts the Property in "AS IS" condition, upon taking possession. SECTION 6. INDEMNITY, INSURANCE 6.1 General Indemnity. Upon the Commencement Date of this Lease, the BGCSC agrees to defend (using legal counsel reasonably acceptable to the City), indemnify, and hold the City harmless from and against any and all actual or alleged claims, suits, actions, or liabilities for injury or death of any person, or for loss or damage to property, damages, expenses, costs, fees (including, but not limited to, attorney, accountant, paralegal, expert, and escrow fees), fines, CES\21798\0001 \01198017.v 1 Packet Pg. 57 DocuSign Envelope ID: 2A607031-DFF8-48B5-AAC7-B8FCF4327E89 2.3.a and/or penalties (collectively "Costs"), which may be imposed upon or claimed against the City, and which, in whole or in part, directly or indirectly, arise from or are in any way connected with the BGCSC's use of the Property, or from the conduct of the BGCSC's business, or from any activity, work or thing done, permitted, or suffered by the BGCSC in or about the Property; this includes any act, omission or negligence of the BGCSC, its sub -lessees, or its event space renters; any use, occupation, management or control of the Property by the BGCSC; any condition created in, on or about the Property by the BGCSC, an agent, sub -lessee, or event space renter, including any accident, injury or damage occurring in, on or about the Property after the Effective Date; any breach, violation, or nonperformance of any of the BGCSC's obligations under this Lease by the BGCSC, its sub -lessees, or event space renters; any damage caused by the BGCSC, its sub -lessees, or event space renters on or to the Property. The BGCSC's obligations and liabilities hereunder shall commence on the Effective Date of this Lease, if earlier than the Commencement Date and if caused by the activities of the BGCSC or its agents or invitees on the Property. As used herein, the indemnification provided by the BGCSC is intended to include indemnification for the actions of the BGCSC and its employees and other agents and all of the BGCSC's sub -lessees, event space renters and all of their respective employees and other agents. The BGCSC's obligations to indemnify, defend and hold harmless the City hereunder include indemnification of the employees, agents and elected officials of the City. The City covenants to protect, save and indemnify the BGCSC, its elected and appointed officials, volunteers, members and employees while acting within the scope of their duties as such, and hold the same harmless from and against all claims, demands and causes of action of any kind or character, including the cost of defense thereof, brought by the City's employees or third parties on account of personal injuries, death or damage to property arising out of the City's obligations under this Lease or in any way resulting from the willful or negligent acts or omissions of the City and/or its agents, employees or respresentatives. 6.2 Insurance Requirements. The BGCSC shall procure and maintain for the duration of the Lease insurance against claims for injuries to persons or damage to property which may arise from or in connection with the BGCSC's operation and use of the leased Property. The BGCSC's maintenance of insurance as required by the Lease shall not be construed to limit the liability of the BGCSC to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. The amounts listed indicate only the minimum amounts of insurance coverage the City is willing to accept to help insure full performance of all terms and conditions of this Lease. All insurance required by the BGCSC under this Lease shall meet the following minimum requirements: 6.2.1 Certificates: Notice of Cancellation. On or before the Commencement Date, the BGCSC shall furnish the City with original certificates and a copy of any amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the existence of all insurance required under Section 6.3. Thereafter, the City must receive notice of the expiration or renewal of any policy at least thirty (30) days prior to the expiration or cancellation of any insurance policy; provided, that the BGCSC shall provide the City with written notice of any policy expiration or cancellation, within two business days of its receipt of such notice. No insurance policy may be canceled, revised, terminated or allowed to lapse without at least thirty (30) days prior written notice being given to the City. Insurance must be maintained without any lapse in coverage during the entire Lease Term and Extension Term, if 0 CES\21798\0001\01198017.v 1 Packet Pg. 58 DocuSign Envelope ID: 2A607031-DFF8-48B5-AAC7-B8FCF4327E89 2.3.a any. Insurance shall not be canceled without the City's consent. The City shall also be given copies of the BGCSC's policies of insurance, upon request. 6.2.2 Additional Insured. The City shall be named as an additional insured in each required policy using ISO Additional Insured -Managers or Lessors of Premises Form CG 20 11 or a substitute endorsement providing equivalent coverage and, for purposes of damage to the Property, as a loss payee to the extent of its interest therein. Such insurance shall not be invalidated by any act, neglect or breach of contract by the BGCSC and shall not in any way be construed by the carrier to make the City liable for payment of any of the BGCSC's insurance premiums. 6.2.3 Primary Coverage. The required policies are to contain, or be endorsed to contain, that they shall be primary insurance as respect the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the BGCSC's insurance and shall not contribute with it. 6.2.4 Company Rating. All policies of insurance must be written by companies having an A.M. Best rating of not less than A: VII. The City may, upon thirty (30) days' written notice to the BGCSC, require the BGCSC to change any carrier whose rating drops below such rating. 6.3 Required Insurance. At all times during this Lease, the BGCSC shall provide and maintain the following types of coverage: 6.3.1 Commercial General Liability Insurance. The BGCSC shall maintain an occurrence form commercial general liability policy (including coverage for broad form contractual liability; and personal injury liability) for the protection of the BGCSC and the City, insuring the BGCSC and the City against liability for damages because of personal injury, bodily injury, death, or damage to property, including loss of use thereof, and occurring on or in any way related to the Property or occasioned by reason of the operations of the BGCSC. Such coverage shall name the City as an additional insured using ISO Additional Insured -Managers or Lessors of Premises Form CG 20 11 or a substitute endorsement providing equivalent coverage. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate. Commercial General Liability insurance shall be written on Insurance Services Office (ISO) occurrence form CG 00 01 and shall cover premises and contractual liability. 6.3.2 Property Insurance. The BGCSC shall maintain, in full force and effect during the Lease Term, "All Risk" property insurance covering all buildings, fixtures, equipment, and all other Improvements located on the Property. Coverage shall be in an amount equal to One Hundred Percent (100%) of the new replacement value thereof with no coinsurance provisions. 6.3.3 Builder's Risk. The BGCSC shall maintain, in full force and effect during construction of the BGCSC's facility described in this Lease, Builders Risk insurance covering interests of the BGCSC, the City, the Contractor, Subcontractors, and Sub -subcontractors in the Work. Builders Risk insurance shall be on an all-risk policy form and shall insure against the perils of fire and extended coverage and physical loss or damage including flood, earthquake, theft, 7 CES\21798\0001 \01198017.v 1 Packet Pg. 59 DocuSign Envelope ID: 2A607031-DFF8-48B5-AAC7-B8FCF4327E89 2.3.a vandalism, malicious mischief, collapse, temporary buildings and debris removal. Coverage shall include: 1) formwork in place; 2) all materials and equipment on the Property; 3) all structures including temporary structures; and 4) all supplies related to the Work being performed. The insurance required hereunder shall have a deductible of not more than Five Thousand Dollars ($5,000), which will be the responsibility of the Contractor. Higher deductibles for flood and earthquake perils may be accepted by the City upon written request by the Contractor and written acceptance by the City. Any increased deductibles accepted by the City will remain the responsibility of the Contractor. The Builders Risk insurance shall be maintained until final acceptance of the Work. 6.4 Waiver of Subrogation. The BGCSC and the City hereby release and discharge each other from all claims, losses and liabilities arising from or caused by any hazard covered by property insurance on or in connection with the Property or said facility. This release shall apply only to the extent that such claim, loss or liability is covered by insurance. 6.5 Periodic Review. The City shall have the right to periodically review the limits and terms of insurance coverage. In the event the City determines that such limits and/or terms should be changed, the City will give the BGCSC a minimum of thirty (30) days' notice of such determination and the BGCSC shall modify its coverage to comply with the new insurance requirements of the City. The City agrees that it shall be reasonable in any coverage change required, and that such change will be in accordance with standard market requirements for the BGCSC's facilities or similar activity centers. The BGCSC shall also provide the City with proof of such compliance by giving the City an updated certificate of insurance within thirty (30) days. 6.6 Failure to Maintain Insurance. Failure on the part of the BGCSC to maintain the insurance as required shall constitute a material breach of lease, upon which the City may, after giving five (5) business days' notice to the BGCSC to correct the breach, terminate the Lease or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the City on demand. SECTION 7. DEFAULT 7.1 BGCSC Default. 7.1.1 The occurrence of any one or more of the following shall constitute a material default and breach of this Lease by the BGCSC: 7.1.1.1 Vacating the Property. The vacation or abandonment of the Property by the BGCSC for more than thirty (30) days. 7.1.1.2 Failure to Pay Rent. The failure bythe BGCSC to make anypayment of rent or any other payment required to be made by the BGCSC under this Lease, as and when due, where such failure shall continue for a period of thirty (30) days after written notice thereof by the City to the BGCSC. 7.1.1.3 Unpermitted Use of the Property. The use of the Property for any purpose not authorized by Section 1.2.1 of this Lease where such unpermitted use of the Property CES\21798\0001\01198017.v1 Packet Pg. 60 DocuSign Envelope ID: 2A607031-DFF8-48B5-AAC7-B8FCF4327E89 2.3.a shall continue for a period of thirty (30) days after written notice thereof shall be grounds for default. 7.1.1.4 Failure to Perform. Failure by the BGCSC to observe or perform any of the covenants or provisions of this Lease to be observed or performed by the BGCSC, specifically including, without limitation, the BGCSC's utilization of the Property for purposes materially inconsistent with those set forth in this Lease where such failure shall continue for a period of thirty (30) days after written notice thereof from the City to the BGCSC; provided, that if the nature of the BGCSC's default is such that more than thirty (30) days are reasonably required for its cure, then the BGCSC shall not be deemed to be in default if the BGCSC shall commence such cure within the thirty (30) day period and thereafter diligent prosecute such cure to completion. Notice shall specify the portion of the lease the BGCSC has failed to perform. 7.1.2 Remedies in Default. In the event of any default or breach by the BGCSC under this Lease, in addition to any other remedies at law or in equity, the City may: 7.1.2.1 Terminate the Lease. Terminate the BGCSC's right to possession of the Property by providing written notice of at least ninety (90) days; 7.1.2.2 Continue the Lease. Maintain the BGCSC's right to possession, in which case the Lease shall continue in effect whether or not the BGCSC shall have abandoned the leased Property. In such event, the City shall be entitled to enforce all landlord's rights and remedies under this Lease; and/or 7.1.2.3 Other remedies. Pursue any other remedy now or hereafter available to a landlord under the laws of the State of Washington. The City expressly reserves the right to recover from the BGCSC any and all actual expenses, costs and damages caused in any manner by reason of the BGCSC's default or breach. 7.1.3 Legal Action. If either party commences legal action relating to this lease, its terms, conditions or enforcements thereof, the prevailing party shall be entitled to all reasonable costs and attorney's fees incurred in bringing such action. Venue for any such legal action shall lie exclusively in Snohomish County Superior court. 7.2 Default by the City. The City shall not be in default unless the City fails to perform obligations required of the City under this Lease within a reasonable time, but in no event later than thirty (30) days after written notice by the BGCSC to the City; provided, that if the nature of the City's obligation is such that more than thirty (30) days are required for performance, then the City shall not be in default if the City commences performance within such thirty (30) day period and thereafter diligently prosecutes the same to completion. The notice shall specify the portion of the Lease that the City has failed to perform and the action that the BGCSC seeks to be taken by the City to prevent the default. The BGCSC further agrees not to invoke any remedies until such thirty (30) days have elapsed. CES\21798\0001 \01198017.v 1 Packet Pg. 61 DocuSign Envelope ID: 2A607031-DFF8-48B5-AAC7-B8FCF4327E89 2.3.a SECTION 8. REPRESENTATIONS 8.1 Representations of the BGCSC. 8.1.1 The BGCSC is a duly organized and legally existing corporation under the laws of the State of Washington. 8.1.2 The BGCSC's execution, delivery and performance of all of the terms and conditions of this Lease have been duly authorized by all requisite corporate action on the part of the BGCSC. This Lease constitutes the BGCSC's legal, valid and binding obligations, enforceable against the BGCSC in accordance with its terms subject to the effects of bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditor's rights and to equitable principles. Execution of the Lease does not conflict with any provision of the BGCSC's Articles of Incorporation, Bylaws or other corporate documents. 8.1.3 There is no claim, action, proceeding or investigation pending or, to the actual knowledge of the BGCSC, threatened in writing, nor is there any legal determination or injunction that calls into question the BGCSC's authority or right to enter into this Lease or perform the obligations specified in the Lease. 8.1.4 The BGCSC has not employed any broker, finder, consultant or other intermediary in connection with the Lease who might be entitled to a fee or commission in connection with the BGCSC and the City entering into the Lease. 8.2 Representations of the City. 8.2.1 The City is a municipal corporation duly organized, validly existing and in good standing under the laws of the State of Washington, with full power and authority to own and lease the Property. The City has the power to enter into and perform its obligations pursuant to this Lease. 8.2.2 The City's execution, delivery and performance of this Lease have been duly authorized consistent with its requirements under Washington law. 8.2.3 There is no claim, action, proceeding or investigation pending or, to the actual knowledge of the City, threatened in writing, nor is there any outstanding judicial determination or injunction that calls into question the City's authority or right to enter into this Lease. SECTION 9. GENERAL PROVISIONS 9.1 No Partnership. It is understood and agreed that this Lease does not create a partnership or joint venture relationship between the City and the BGCSC. The City assumes no liability hereunder or otherwise for the operation of the business of the BGCSC. The provisions of this Lease with reference to rents are for the sole purpose of fixing and determining the total rents to be paid by the BGCSC to the City. 10 CES\21798\0001 \01198017.v 1 Packet Pg. 62 DocuSign Envelope ID: 2A607031-DFF8-48B5-AAC7-B8FCF4327E89 2.3.a 9.2 Governing Law. This Lease shall be governed and construed according to the laws of the State of Washington, without regard to its choice of law provisions. Venue shall be in Snohomish County. 9.3 No Benefit to Third Parties. The City and the BGCSC are the only parties to this Lease and as such are the only parties entitled to enforce its terms. Nothing in this Lease gives or shall be construed to give or provide any benefit, direct, indirect, or otherwise to third parties. Nothing in this Lease shall be construed as intending to create a special relationship with any third party; neither the City not the BGCSC intend to create benefits in favor of any third parties as a result of this Lease. 9.4 Notices. All notices required or desired to be given under this Lease shall be in writing and may be delivered by hand delivery, in certain cases sent by facsimile, or by placement in the U.S. mail, postage prepaid, as certified mail, return receipt requested, addressed to the City at: And to the BGCSC at: City of Edmonds 121 5th Avenue North Edmonds, Washington 98020 Attn: City Clerk Boys & Girls Clubs of Snohomish County 8223 Broadway — Ste 100 Everett, Washington 98203 Attn: Executive Director Any notice delivered by hand delivery shall be conclusively deemed received by the addressee upon actual delivery; any notice delivered by certified mail as set forth herein shall be conclusively deemed received by the addressee on the third Business Day after deposit. The addresses to which notices are to be delivered may be changed by giving notice of such change in accordance with this notice provision. 9.5 Time of the Essence. Time is of the essence in the performance of and adherence to each and every covenant and condition of this Lease. 9.6 Non -waiver. Waiver by the City or the BGCSC of strict performance of any provision of this Lease shall not be deemed a waiver of or prejudice the City's or the BGCSC's right to require strict performance of the same provision in the future or of any other provision. 9.7 Survival. Any covenant or condition (including, but not limited to, indemnification agreements), set forth in this Lease, the full performance of which is not specifically required prior to the expiration or earlier termination of this Lease, and any covenant or condition which by their 11 CES\21798\0001 \01198017. v 1 Packet Pg. 63 DocuSign Envelope ID: 2A607031-DFF8-48B5-AAC7-B8FCF4327E89 2.3.a terms are to survive, shall survive the expiration or earlier termination of this Lease and shall remain fully enforceable thereafter. 9.8 Partial Invalidity. If any provision of this Lease is held to be invalid or unenforceable, the remainder of this Lease, or the application of such provision to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby, and each provision of this Lease shall be valid and enforceable to the fullest extent permitted by law. 9.9 Calculation of Time. All periods of time referred to in this Lease shall include Saturdays, Sundays, and legal holidays. However, if the last day of any period falls on a Saturday, Sunday, or legal holiday, then the period shall be extended to include the next day which is not a Saturday, Sunday or legal holiday. "Legal Holiday" shall mean any holiday observed by the Federal Government. As used in this Lease, "Business Days" shall exclude Saturdays, Sundays, legal holidays and the week between December 25 and January 1. 9.10 Headings. The article and section headings contained herein are for convenience in reference and are not intended to define or limit the scope of any provisions of this Lease. 9.11 Exhibits Incorporated by Reference. All Exhibits attached to this Lease are incorporated by reference herein for all purposes. 9.12 Modification. This Lease may not be modified except by a writing signed by the parties hereto. 9.13 Engagement of Brokers. The BGCSC and the City each represent to one another that if a broker's commission is claimed, the party who engaged the broker shall pay any commission owed and shall defend, indemnify and hold the other party harmless from any such claim. 9.14 Right of Parties and Successors in Interest. The rights, liabilities and remedies provided for herein shall extend to the heirs, legal representatives, successors and, so far as the terms of this Lease permit, successors and assigns of the parties hereto. The words "City" and "BGCSC" and their accompanying verbs or pronouns, wherever used in this Lease, shall apply equally to all persons, firms, or corporations which may be or become such parties hereto. 9.15 Execution of Multiple Counterparts. This Lease may be executed in two or more counterparts, each of which shall be an original, but all of which shall constitute one instrument. 9.16 Defined Terms. Capitalized terms shall have the meanings given them in the text of this Lease. 9.17 No Limit on City's Powers. Nothing in this Lease shall limit, in any way, the power and right of the City to exercise its governmental rights and powers, including its powers of eminent domain. 12 CES\21798\0001 \01198017.v 1 Packet Pg. 64 DocuSign Envelope ID: 2A607031-DFF8-48B5-AAC7-B8FCF4327E89 2.3.a 9.18 Non -Binding Mediation. Should any dispute arise between the parties to this Lease, other than a dispute regarding the failure to pay Rent or other payments (including taxes) as required by this Lease, it is agreed that any such dispute will be submitted to a mediator prior to litigation. The parties agree to exercise good faith efforts to agree on a mediator and to resolve disputes covered by this section through the mediation process. The parties agree that the mediation will be conducted through Judicial Dispute Resolution (JDR) in Seattle. If the parties cannot agree on a mediator, one shall be appointed by JDR. The mediation fee shall be shared equally by the City and the BGCSC. Either party may commence the mediation process by contacting JDR and notifying the other party by mail. The mediation shall become binding upon the parties only upon the execution of a settlement agreement based on the mediator's recommendation. If a party refuses to participate in the mediation process, either by not paying the mediation fees or not appearing for mediation, the Superior Court may issue an appropriate enforcement order or sanction relating to this mediation provision in its discretion. 9.19 This Lease Supersedes. This Lease shall replace and supersede the 2015 Lease. The parties hereby terminate the 2015 Lease in its entirety as of the effective date of this Lease. 9.20 Rccording. A Memorandum of this Lease may be recorded after execution by the parties. 9.21 Entire Agreement. This Lease represents the entire agreement between the City and the BGCSC relating to the BGCSC's leasing of the Property. It is understood and agreed by both parties that neither party nor an official or employee of a party has made any representations or promises with respect to this Lease or the making or entry into this Lease, except as expressly set forth in this Lease. No claim for liability or cause for termination shall be asserted by either party against the other for, and neither party shall be liable by reason of, any claimed breach of any representations or promises not expressly set forth in this Lease; all oral agreements with the parties are expressly waived by both parties. This Lease has been extensively negotiated between the parties. Therefore, no alleged ambiguity or other drafting issues of the terms of this Lease shall be construed, by nature of the drafting, against either party. IN WITNESS HEREOF, the parties have subscribed their names hereto effective as of the day, month and year first written above. LESSEE: LESSOR: BOYS & GIRLS CLUBS CITY OF EDMONDS OF SNO COUNTY DocuSigned by: r Bill Tsoukalas, Executive Director Mike Nelson, Mayor 13 CES\21798\0001 \01198017. v 1 APPROVED BY CITY COUNCIL ON: February 21, 2023 Packet Pg. 65 DocuSign Envelope ID: 2A607031-DFF8-48B5-AAC7-B8FCF4327E89 2.3.a ATTEST: DocuSigned by: D" Scott Passey, City Clerk APPROVED AS TO FORM: D/IocuSigned by: U,A.Vbv S Of b 'e6C1ty Attorney STATE OF WASHINGTON ) ) ss. COUNTY OF SNOHOMISH ) I certify that I have evidence that Mike Nelson is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as the Mayor of the City of Edmonds, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. DATED: PRINTED NAME: NOTARY PUBLIC In and for the State of Washington. My commission expires: 14 CES\21798\0001 \01198017. v 1 Packet Pg. 66 DocuSign Envelope ID: 2A607031-DFF8-48B5-AAC7-B8FCF4327E89 2.3.a STATE OF WASHINGTON ) ) ss. COUNTY OF SNOHOMISH ) I certify that I have evidence that Bill Tsoukalas is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that s/he was authorized to execute the instrument and acknowledged it as the Executive Director of the Boys & Girls Clubs of Snohomish County, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. DATED: O�� ���ss► FkA,� PRINTED NAME: o F NOTARY PUBLIC o NOTARY �' License No. 9683 In and for the State of Washington. N PL)BLIC Z My commission expires: 27 o�%,9 12-27-2024 15 CES\21798\0001 \01198017. v l Packet Pg. 67 DocuSign Envelope ID: 2A607031-DFF8-48B5-AAC7-B8FCF4327E89 u OEXHIBIT "A" c I C I EXISTING BOYS & GIRLS CLUB BUILDING ! I o - 1 �O 1 W {t} :--) I Z W ! ! ! ! ! ! ! ! ! ! ! ! = 103'-10" co EDMONDS CIVIC CENTER PLAYFIELD BOYS & GIRLS CLUB SITE FOOTPRINT WALKER MACY - FEBRUARY 2023 2.3.a E3 i � i s a 0 5 10 20 n NORTH SCALE: 1 " = 20'-0" Packet Pg. 68 DocuSign Envelope ID: 2A607031-DFF8-48B5-AAC7-B8FCF4327E89 L1-- 2.3.a 0 L a .� .19 m a Awl c t X `A I J rAb.1 1 I ! Y Ow C • '�• l ` I V • .. '7 .�fz- - ' -mot �� � ,•' �''-.; �ecm w+ Packet Pg. 69 DocuSign Envelope ID: 2A607031-DFF8-48B5-AAC7-B8FCF4327E89 EXHIBIT "C" 2.3.a WALKER 7RA M LANDSCAPE 4RCHTE.^.TUBE To: Carrie Hite, City of Edmonds Topic: Boys & Girls Club Design Guidelines From: Walker Macy Project: Edmonds Civic Center Playfield SD -CA Date: 09/11/2018 Project #: P3282.04 Site Design — Sidewalk Zones and Streetscape Features Intent. To produce a streetscape that is safe, convenient, comfortable and appealing for people on foot. 1. Sidewalk materials and design shall meet and match the surrounding park and the design established in the Civic Center Playfield Master Plan. 2. Amenity Area: Signs, street furniture, lighting, landscaping, etc., shall be located in the amenity area. Requirements for this area are associated with the Civic Field Master Plan 3. Clear Walkway Area: Sidewalk area shall maintain a clear 5 foot dimension for pedestrian travel. Signs, street furniture, planters and other amenities shall not encroach upon the clear walkway area. 4. Storefront Area: Sidewalk area outside the pedestrian travel area may be used for outdoor dining and/or display. Site Design - Service and Storage Intent. To reduce the visual impacts of storage, trash, and service areas. 1. Storage of trash and recycling and other goods shall be included within the building envelope. This standard does not apply to temporary uses such as material storage during construction or street vendors. 2. Any mechanical equipment located on the ground, roof, or wall -mounted and visible from the street, common areas, the park, or a public vantage point shall be screened. 3. All on -site service areas, loading zones, outdoor storage areas and similar activities shall be located in an area not visible from public streets and consider adjacent public spaces. Consideration shall be given to developing common service courts at the interior of blocks. Service areas should accommodate loading, trash bins, recycling facilities, storage areas, utility cabinets, utility meters, transformers, etc. Service areas shall be located and designed for easy 1213 3P.D AVE. SL!TE y_ I S-ATT_E 'A'A J61-3_ I - 1.111, 11 1 'jE3 A'A:_K-ati1ACv OV Packet Pg. 70 DocuSign Envelope ID: 2A607031-DFF8-48B5-AAC7-B8FCF4327E89 2.3.a Edmonds Civic Center Playfield Design Guidelines 9/11 /2018 Page 2 of 6 access by service vehicles and for convenient access by each tenant. Any emissions of noise, vapor, heat or fumes shall be mitigated. Site Design — Public Spaces Intent. To provide an enhanced pedestrian experience by linking public plazas, courtyards and other gathering spaces. 1. Outdoor gathering spaces should be oriented toward the south (for solar exposure) when possible to create a more comfortable space. 2. Buffer plantings should be a minimum of 12' and align with the Civic Center Playfield plan. 3. Setbacks from the ROW shall meet City Code. Building Design — Prominent Entrances Intent: To ensure that entrances are easily identifiable and accessible from streets and sidewalks. 1. Locate primary entrances so that they are visible from the public right of way. The entry shall be marked by architectural elements such as canopies, ornamental lighting fixtures and/or fixed seating that offer visual prominence. 2. The finished floor of the ground floor shall have the same grade as the street sidewalk and/or adjacent public space and match with the Civic Center Playfield plan. 3. Ground level detail shall reinforce the character and attractiveness of the streetscape, provide pedestrian friendly amenities. Facades shall be designed to be pedestrian friendly through the inclusion of at least four of the following elements: a. Kick plates for storefront windows b. Projecting window sills c. Pedestrian -scale signage d. Exterior lighting sconces e. Containers for seasonal plantings f. Window box planters g. Benches and seat walls along 30% of the length of the facade h. Cafe tables and chairs on the south side of the building. i. Match Civic Center Playfield paving system. j. Brick, tile or stone work on the ground floor facade k. A feature not on the list that meets the intent and is approved by Director. Building Design — Transparency Zone Intent: To provide a visual connection between activities inside and outside of buildings. Packet Pg. 71 DocuSign Envelope ID: 2A607031-DFF8-48B5-AAC7-B8FCF4327E89 2.3.a Edmonds Civic Center Playfield Design Guidelines 9/11/2018 Page 3 of 6 On all streets: buildings shall include windows with clear vision glass on at least 60% of the area between two and twelve feet above grade for all ground floor building facades that are visible from an adjacent street or public space. If windows are not appropriate, decorative art (such as noncommercial murals or relief sculpture), significant architectural detailing, or wall -covering landscaping may be used, as approved by the COE. Building Design — Treatment of Blank Walls Intent. To soften the visual impact of any wall that does not have windows Any blank wall shall incorporate at least five of the following features: 1. An architectural plinth (a stone or masonry base at least 36" high) 2. Belt course(s) of masonry 3. A Green Wall. For the purposes of this subsection, a "Green Wall" is defined as a vertical trellis or cable/wire net systems installed as part of the building envelope system where climbing plants or cascading groundcovers are trained to cover these specially designed supporting structures (also commonly referred to as biowalls, vertical gardens, modular living walls). A Green Wall should be located in association with a raised planter at least 2 feet high and 3 feet wide integrated into the building design. A Green Wall shall be planted with climbing vines or plant materials sufficient to obscure or screen at least 60% of the wall surface within 3 years 4. Recesses at least 4 feet wide and 2 feet deep 5. Overhanging roof 6. Decorative tile work 7. Accent lighting 8. Artwork that does not contain a commercial message 9. Landscape planting bed at least 5 feet wide, or raised planter bed at least 2 feet high and three feet wide, in front of the wall. Such planting areas shall include plant materials sufficient to obscure or screen at least 60% of the wall surface within 3 years. The applicant shall utilize plant materials that complement the natural character of the Pacific Northwest; are adaptable to the climatic, topographic, and hydrologic characteristics of the site; and should include native species. 10. Seating (benches or ledges) 11. A feature not on the list that meets the intent, as approved by the City of Edmonds. Building Design — Massing and Articulation Intent. To reduce the apparent bulk of buildings and maintain a pedestrian scale, achieved through consistent building details and proportions on all sides to ensure a `Your -sided" quality to a building and upper -story features that improve the relationship between the upper stories and the street. 1. Buildings 30 feet in height and taller shall distinguish a "base" at ground level using articulation and materials such as stone, masonry, or decorative concrete. Packet Pg. 72 DocuSign Envelope ID: 2A607031-DFF8-48B5-AAC7-B8FCF4327E89 2.3.a Edmonds Civic Center Playfield Design Guidelines 9/11/2018 Page 4 of 6 2. The "top" of the building shall emphasize a distinct profile or outline with elements such as a projecting parapet, cornice, upper level step back or pitched roofline. 3. The "middle" of the building should be distinguished by a change in materials or color, windows, balconies, step backs and signage. 4. The design of the building shall provide consistent architectural details; colors and materials shall be consistent on all building walls. 5. Upper stories of buildings should maintain an expression line along the fagade-- such as a change of material, projections, or setbacks —to reduce the perceived building mass. Upper floor windows should be divided into individual units and not consist of a "ribbon" of glass. 6. Buildings shall include articulation along all facades Facade details and elements should be integral to the overall building design and should not appear added on. The purpose is not to create a regular rigid solution but rather to break up the mass in creative ways to add visual interest and to reduce a building's apparent scale. To provide interest and variation appropriately scaled to the building and all facades shall incorporate all of the following methods: a. Distinctive roof forms. b. Integrally textured, colored or patterned materials, such as stone or other masonry. c. Windows articulated with mullions, recessed windows, punched windows, etc., as well as application of complementary articulation around doorways and balconies. d. Landscaping: 1. Preferred: A Green Wall. For the purposes of this subsection, a "Green Wall" is defined as a vertical trellis or cable /wire net system installed as part of the building envelope system where climbing plants or cascading groundcovers are trained to cover these specially designed supporting structures (also commonly referred to as biowalls, vertical gardens, modular living walls). A Green Wall should be located in association with a raised planter at least 2 feet high and 3 feet wide integrated into the building design. A Green Wall shall be planted with climbing vines or plant materials sufficient to obscure or screen at least 60% of the wall surface within 3 years. 2. Alternative if the applicant can demonstrate to the satisfaction of the City of Edmonds that a Green Wall is not appropriate, alternative landscaping, architectural, or site design feature(s) of equal or better means of satisfying the intent may be allowed. 3. Architectural methods of breaking down the fagade, such as changes of plane or vertical fins. 4. A facade design that provides an alternative method for creating visual interest at the pedestrian level, reducing the perceived building mass, and meets the intent, may be approved by the City of Edmonds. Packet Pg. 73 DocuSign Envelope ID: 2A607031-DFF8-48B5-AAC7-B8FCF4327E89 2.3.a Edmonds Civic Center Playfield Design Guidelines 9/11/2018 Page 5 of 6 Building Design — Roofline and Roof Mounted Equipment Intent: To ensure that roof forms provide distinctive profiles and interest and to screen rooftop mechanical and communications equipment from the ground level of nearby streets and residential areas. To insure that a buildings mechanical equipment and/or other utility hardware is well screened from public view to enhance the buildings appearance. 1. Mechanical equipment shall be screened by an extended parapet wall or other roof form that is integrated with the architecture of the building. 2. No roofline ridge should run unbroken for more than 80 feet. 3. Mechanical equipment and/or other utility hardware for a building located on the roof, ground or wall mounted on the building, shall be screen from public view with architectural and/or landscape materials, or they shall be located so as not to be visible from any street, common areas, or public vantage point. 4. Screening shall be compatible with the building architecture (materials, color, and scale) and the surrounding landscaping. 5. When using landscaping to screen equipment, plants shall be arranged with a minimum of 50% coverage at time of installation and be able to grow to fully screen or shield the equipment within 3 years. 6. Screening with landscaping shall utilize plant materials that complement the natural character of the Pacific Northwest; are adaptable to the climatic, topographic, and hydrologic characteristics of the site; and that include native plant species whenever possible. Building Design — General Intent: To require additional features to be incorporated into higher density residential development when located adjacent to properties zoned for lower density single-family use in order to enhance the compatibility between uses. Mechanical equipment shall be screened by an extended parapet wall or other roof form that is integrated with the architecture of the building. 1. Incorporate at least four of the following architectural features: a. Recessed Entry b. Dormers c. Higher Quality Materials d. Distinctive Roof Forms e. Upper Level Balconies f. Gables g. Window Patterns h. A feature not on the list that meets the intent and is approved by the City of Edmonds. i. Flat blank walls shall not be visible from the street or common areas, or public vantage point. 2. Exterior cladding shall utilize masonry, concrete, and metal materials and color palette as approved by City of Edmonds for the use within the park. 3. Utilize sunscreens and metal canopies at entries and all glazed openings on south and west facades to match the character and materials of the restroom structures within the park. Packet Pg. 74 DocuSign Envelope ID: 2A607031-DFF8-48B5-AAC7-B8FCF4327E89 2.3.a Edmonds Civic Center Playfield Design Guidelines 9/11 /2018 Page 6 of 6 4. Integrate wood feature elements to match materials used at park shade structure. *Design Standards for the BD Zones remain applicable. Packet Pg. 75 DocuSign Envelope ID: 2A607031-DFF8-48B5-AAC7-B8FCF4327E89 2.3.a ,J. ><� CONTRACT ROUTING FORM M (City Clerk Use Only) Z Originator: Angie Feser Routed by: Carrie Haslam, P&R O Department/Division: Parks & Recreation Date: 02/23/2023 H a Name of Consultant/Contractor: Boys and Girls Clubs of Snohomish County CONTRACT TITLE: W Ground Lease c Type of Contract: (GR) Grants Z Z (S) Purchase of Services W l'— Bid/RFP Number: Z (1) Intergovernmental Agreement Z (L) Lease Agreement (W) Public Works n (0) Other 0 Effective Date: 01 /01 /2023 ciHas the original City contract boilerplate language been modified? I.- If yes, specify which sections have been modified: pDescription V of Services: Lease of property Completion Date: 12/31/2062 OYes O No Total Amount of Contract: $ 400.00 N Amount: Budget # , Amount: Budget # J Q Amount: Amount: 1 1 1 1rt w Budget # Budget # G QBudget # Amount: Budget # Amount: a Q Z Are there sufficient funds in the current budget to cover this contract? 0 Yes O No Z Remarks: Authorization Level: Mayor W ❑ 1. Project Manager ❑ 6. City Council Approval Q 2. Risk Management/Budget Date (if applicable) Z 3. City Attorney Q 7. Mayor ❑ 4. Consultant/Contractor 8. City Clerk y ❑ 5. Other Packet Pg. 76 2.3.b EDMONDS CITY COUNCIL MEETING APPROVED MINUTES June 20, 2023 ELECTED OFFICIALS PRESENT Neil Tibbott, Council President Vivian Olson, Councilmember Will Chen, Councilmember Diane Buckshnis, Councilmember Susan Paine, Councilmember Dave Teitzel, Councilmember Jenna Nand, Councilmember ELECTED OFFICIALS ABSENT Mike Nelson, Mayor 1. CALL TO ORDER/FLAG SALUTE STAFF PRESENT Rod Sniffen, Assistant Police Chief Dave Turley, Administrative Services Director Angie Feser, Parks, Rec., & Human Serv. Dir. Jeff Taraday, City Attorney Sharon Cates, City Attorney's Office Scott Passey, City Clerk Jerrie Bevington, Camera Operator The Edmonds City Council meeting was called to order at 7 p.m. by Council President Tibbott in the Council Chambers, 250 5' Avenue North, Edmonds, and virtually. The meeting was opened with the flag salute. 2. LAND ACKNOWLEDGEMENT Councilmember Olson 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 with the exception of Mayor Nelson. 4. APPROVAL OF AGENDA Council President Pro Tern Olson requested the following changes to the agenda: • Move Agenda Item 9.2, Delegation Bond Ordinance, to 9.1 • Move Agenda Item 9.2, Interagency Agreement for TAC Officer at WA State Criminal Justice Training Academy, to Item 9.1 Edmonds City Council Approved Minutes Q June 20, 2023 Page 1 Packet Pg. 77 2.3.b 20. JOB ORDER CONTRACTION - FIRE STATION #17 APPARATUS BAY CEILING REPLACEMENT 22. COURT GRANT EXPENDITURES 23. COUNCIL LETTER OF SUPPORT FOR COMMUNITY COURTS 25. APPROVAL OF ORDINANCE TO ALLOW DAYCARE BUSINESSES AS A PRIMARY PERMITTED USE IN THE NEIGHBORHOOD BU 26. ORDINANCE AMENDING ECC 10.01/ ECC 1.05.030 8. PUBLIC HEARINGS BOYS & GIRLS CLUB NEW FACILITY DESIGN Parks, Recreation and Human Services Director Angie Feser provided an introduction for the public hearing on review of the new Boys & Girls Club (BGC) facility as it relates to Civic Center Park. The City and BGC have a ground lease agreement that was reviewed and approved by the council in February 2023 that allocated 12,000 square feet within the Civic Center Playfield for the BGC to either renovate their existing facility or build a new one. The BGC is proceeding with building a new facility. The public hearing is related to the council's review and eventual approval of the building's design, primarily on the building's esthetics and how it fits within the park and the community. There will be a separate building permit approval process. Council review and approval of the schematic design is one of the requirements and conditions of the lease agreement. Bill Toukalas, Executive Director, Boys & Girls Club of Snohomish County, referred to the ESD's comments, noting the BGC works with those same kids before and after school. The BGC has been a partner with the City since 1968 in the current building at Civic Field. He reviewed: • Map of Boys & Girls Club 25 locations o 15 in Snohomish County and 10 outside Snohomish County, primarily in partnership with tribal communities • Edmonds is third oldest club. o Building originally part of Edmonds High School when the high school was in the Edmonds Center for the Arts building. o Building is approximately 100 years old • 12,000 square feet designated in new park for the BGC facility • Considered retaining existing building, but age, condition, code requirements and instability led to a decision to demolish and rebuild • Proposal is a 16,000 square foot building, approximately 3 times larger than the current building o Looked at other possible locations to serve Edmonds youth including discussions with ECA o Existing club serves approximately 1800 kids, 200 of which are teens. Daily average attendance as high as 500. o Plan to eventually partner with ECA to provide space for teens. In interim will be served in the BGC facility • $6 million project, have raised approximately $3.7 million from the state capital budget, Snohomish County and local private donors. He was confident the remaining funds can be raised Mr. Toukalas congratulated the City on the park improvements and the ribbon cutting planned for Friday. He summarized the intent is for the BGC to be part of the park, to be open and inviting for kids and available for public use when kids are not using the building. Adam Clark, 2812 Architecture, reviewed: • Overall site plan — entire park Edmonds City Council Approved Minutes Q June 20, 2023 Page 5 Packet Pg. 78 2.3.b F � J W • Enlarged site plan o New Boys & Girls Club facility ■ 11,760 SF footprint with 4,733 SF upper floor (16,493 SF total) o Existing building planned for demolition due to: ■ Structural Integrity ■ Accessibility ■ Life safety ■ Limited flexibility • West elevation drawing facing 6' Street — gym, canopy, garage doors, club space o Contemporary design (Ground Face CMU, glass, wood structure) o LEED Silver standards ■ Minimal carbon footprint ■ Efficient HVAC ■ Opportunity for solar • South elevation facing park, restrooms and play structure o South facing entry for park connection o Abundance of natural light for interior o Biophilic design to increase occupancy connectivity to the natural environment • East elevation o Utility spaces on southeast for economy 0 30' high gym (23' required to underside of structure) o Existing building average height 33' • North elevation facing tennis courts o Varied materials and surface planes o Canopy for weather protection at street o Possible art on this side 0 20' building setback from property line. Proposing to put building at back of sidewalk — interior area needed Edmonds City Council Approved Minutes Q June 20, 2023 Page 6 Packet Pg. 79 2.3.b Mayor Pro Tem Tibbott opened the public hearing. Jerry Tays, Edmonds, a former Edmonds historic preservation commission (HPC) member, relayed he was a national park ranger for 30 years and managed many historic resources. After retiring, he was hired by Washington State Parks to develop a historic preservation program for the state. Buildings in general and particularly historic buildings, have character defining features, features of the building that make it what it is. For example the golden arches, everyone knows what they represent; the broad, sweeping curves of the old Safeway markets, those are character defining features. It appears no one on the BGC team has any connection with historic preservation. There is nothing in the design that carries forward the very old, historic building, none of the character defining features are represented in the new design. It may be a very functional, good looking building, but there is nothing historic about it. As important as that building has been to the City's history for 100 years, it would seem appropriate to incorporate something in the new building representing the old building. As a last resort, he suggested a display on the grounds depicting the history of the old building, but he felt that was a cop-out. He suggested the team hire the services of a historic preservation architect to discuss incorporating something from the old building into the new building. Roger Pence, Edmonds, relayed his full support for the concept of a replacement building for the BGC of approximately this scale in this location; however, he had reservations about the design. He recommended referring the building to the Architectural Design Board (ADB) for preliminary consideration which the council is authorized to do by City ordinance. He assumed the ADB has a role in approval once building permits have been applied for, but rather than the council giving a conditional approval of this design, he recommended first referring it to the ADB. With no further public comment, Council President Tibbott closed the public hearing. Mayor Pro Tem Tibbott advised this will come back to council for a decision. Tonight is to take input from the public and for the council to ask clarifying questions and offer suggestions. Councilmember Nand asked why there were no ground level windows on the north side of the building. Mr. Clark answered that is the gym; the windows are located up high so there is natural light. Councilmember Nand commented in Edmonds' downtown historic business district, she has seen new buildings replacing old buildings; the style people in Edmonds enjoy is the charming red brick facade like the Carnegie Library. If the design is not completely tied to the brown brick, she suggested red brick may be a way to incorporate design elements of the previous building in the new building. Edmonds does a good job with historic, interpretive signs on buildings that have replaced historic building explaining to the public what was there before. That could be done to provide a historical acknowledgement and design elements. People are used to seeing a large red brick building here; using red brick on the new building could make it look less brutalist and more vintage looking. Mr. Clark said they hope to utilize some of existing gym floor in the new club on the first or second floor which will provide a nod to the history. Edmonds City Council Approved Minutes Q June 20, 2023 Page 7 Packet Pg. 80 2.3.b Council President Pro Tern Olson passed on a comment emailed by a resident regarding whether retaining the fagade would be an option and building beyond it. She recalled the fagade will not be in same plane it was currently. Mr. Clark answered that was correct. Council President Pro Tern Olson recognized that suggestion may be impractical, but there are people with comments about the historical reference. She noted in the west facing rendering does not reflect the garage doors shown in the elevation drawings. She asked if that was because the garage doors were the result of a recent suggestion. Mr. Clark agreed it was a matter of timing. Councilmember Olson recalled when that suggestion was made at a committee meeting, she loved the indoor/outdoor feel and opportunity to have the doors open. Now she wondered if the garage doors created a security issue with kids being able to run out onto the sidewalk. She asked if the doors were a good idea since the doors do not face the park and the area is not fenced. Mr. Toukalas answered in the existing building, kids are inside and outside but always supervised. If the doors were up, he assured there would be adequate staffing to ensure kids were not wandering off and/or individuals did not wander in from the street. With regard to efficiency for heating and cooling, Council President Pro Tern Olson recognized when the doors are closed, they are not as efficient as a wall. Councilmember Paine referred to the building exceeding the height limit and asked if the gym could be countersunk into the ground so height was not an issue. She recognized the height of the current building exceeds the height limit. Mr. Clark advised the building is currently 33 feet. He said countersinking the building was a possibility, but there are serious ground water issues in the park which was why it was proposed at the sidewalk level. Councilmember Paine asked if the building was on the Edmonds historic registry or has it just existed for 100 years. Mr. Toukalas said he was not aware of any historic preservation designation. It is an iconic building, but it is not on the registry. Councilmember Paine commented solar panels are essential, not so much design but as an implementation feature; they are good for the environment and the community and would set a good example. Councilmember Paine asked when the facility would be completed. Mr. Toukalas answered construction will take 10 -12 months. Construction will start after the permit process is completed. Mr. Clark anticipated a year for the permit process as the facility has to go through design review prior to permits. Councilmember Paine asked if the plan is to have the building at the edge of property line and how wide the sidewalk would be. Mr. Clark answered the sidewalk will be the same width. The club portion of the building will be up to the property line, the gym is set back about two feet and there is another cutout at one end. Councilmember Teitzel advised he served on the HPC with Mr. Tays several years ago. The HPC looked at designating the BGC building as historic, but it did not qualify because it has been extensively remodeled. It is not historic from that standpoint although it is treasured in the community. With regard to a question Council President Pro Tern Olson asked via email, he asked if having the western wall of the building at the edge of the sidewalk would comply with the lot coverage restrictions. He recalled a certain amount of impervious surface was allowed and asked if allowing the west wall to be at the edge of the sidewalk within the existing setback would still meet the lot coverage requirements. Ms. Feser answered it will still qualify. The northwest corner is exempt from grant requirements related to imperious surface which is why the tennis, petanque and basketball courts and the BGC are in that corner. Councilmember Buckshnis said the public could also watch the June 13 PPW Committee meeting where this was presented. As a member of the Waterfront Center's capital campaign, she noted fundraising for solar is a great idea. In the Waterfront Center's campaign, a $1000 donation allowed solar champions to purchase a panel. Many people purchased solar panels in the Waterfront Center's campaign, $1,000 is an affordable amount. She liked the idea of utilizing the old facade, recalling discussions about putting Edmonds City Council Approved Minutes Q June 20, 2023 Page 8 Packet Pg. 81 2.3.b something on the north wall facing the park such as a living wall. Mr. Toukalas agreed that is a perfect place to dress up the building; the five panels could include scenes, images of the original building, etc. He suggested they leaving it to the artist to figure out the highest and best use of the panels, but they were open to doing something. Councilmember Buckshnis recalled the height of the Edmonds Waterfront Center was increased by three feet for sea level rise and suggested that could be used as an example. Councilmember Chen commented this idea has been a long time coming and it was exciting to see something happening. He agreed with Councilmembers Paine and Buckshnis that solar panels were a good idea. He said friends who visited the Waterfront Center were disappointed they missed out on the opportunity to be a solar champion. He suggested donations of $2000 to be a solar hero. He asked if the building will have community meeting space for use by other nonprofits. Mr. Toukalas answered the space will be available for use outside the BGC's hours; the ground floor is an open floor plan which could provide opportunity for groups to hold meetings and there are restrooms and a kitchen on that floor. Councilmember Chen commented there are other newly formed nonprofits that do not have the capability to raise funds that could use the space. Councilmember Chen observed the building appears to be a brick structure and asked if the design would be earthquake resistant. Mr. Clark answered the building will be required to meet all seismic regulations. The CMU block is a fagade on the outside of the structure; the main structure will be wood framing with steel cross -bracing. Mayor Pro Tern Tibbott asked about next steps for approving the design. Ms. Feser advised it is on the June 27 agenda for council approval or it could be moved to July if the council wants more time. 2. PUBLIC HEARING ON 2024 CITY BUDGET PRIORITIES Mayor Pro Tern Tibbott explained the council held a budget workshop on June 12 and plans to hold another on June 22. This public hearing is an opportunity for the public to comment in council chambers on the 2024 budget. A feedback form is available for the public to provide input to the council on priorities. The council will meet before the June 27 council meeting to deliberate on budget priorities which will be forwarded to the mayor in the form of a resolution. He reviewed the six priorities the council identified at their budget retreat: • Public safety • Developing community spaces, parks, facilities, etc. • Improve the way City government relates to citizens and improve transparency and functions for citizen input • Environment — restoring watersheds and using green technology • Improve neighborhoods which includes walkability, beautification and business development • Human services Mayor Pro Tem Tibbott opened the public hearing. Marjie Fields, Edmonds, thanked the council for providing opportunities for citizen input on the budget. She expressed support for the following additions to the CFP: 1) construct a diversion structure on upper Perrinville Creek to redirect excess stormwater that is destroying Perrinville Creek, 2) fix two bridges in Yost Park to enhance outdoor recreation and public access. There are state recreation grants and park maintenance grants that could fund this, and 3) modify the historic upper weir in Yost Park to preserve the historic center structure and realign the creek channel away from the eroding bluff. She was sure the council supported these environmental projects and hoped funding could be identified. Edmonds City Council Approved Minutes Q June 20, 2023 Page 9 Packet Pg. 82 2.3.b EDMONDS CITY COUNCIL SPECIAL MEETING APPROVED MINUTES July 5, 2023 ELECTED OFFICIALS PRESENT Mike Nelson, Mayor Vivian Olson, Council President Pro Tem Will Chen, Councilmember Diane Buckshnis, Councilmember Susan Paine, Councilmember Dave Teitzel, Councilmember Jenna Nand, Councilmember ELECTED OFFICIALS ABSENT Neil Tibbott, Council President 1. CALL TO ORDER/FLAG SALUTE STAFF PRESENT Angie Feser, Parks, Rec., & Human Serv. Susan McLaughlin, Planning & Dev. Dir. Todd Tatum, Comm./Culture/Econ. Dev. David Levitan, Planning Manager Jeff Taraday, City Attorney Nicholas Falk, Deputy City Clerk Jerrie Bevington, Camera Operator Dir Dir The special Edmonds City Council meeting was called to order at 7 p.m. by Mayor Nelson in the Council Chambers, 250 5' Avenue North, Edmonds, and virtually. The meeting was opened with the flag salute. 2. LAND ACKNOWLEDGEMENT Councilmember Teitzel 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 Deputy City Clerk Nicholas Falk called the roll. All elected officials were present with the exception of Council President Tibbott. COUNCILMEMBER BUCKSHNIS MOVED, SECONDED BY COUNCILMEMBER TEITZEL, TO EXCUSE COUNCIL PRESIDENT TIBBOTT. MOTION CARRIED UNANIMOUSLY. 4. PRESENTATIONS 2023 LEGISLATIVE WRAP-UP REPORT Edmonds City Council Approved Minutes Q July 5, 2023 Page 1 Packet Pg. 83 2.3.b City spends approximately $1 million/year on streets, but studies indicate the need is about $3 million/year. The City has no funding identified for the arts corridor, people want sidewalks, and there are a lot of old buildings that need maintenance including the Frances Anderson Center and City Hall. He referred to page 124 of the capital program and the Library Plaza water system, noting there has been water intrusion as a result of the library building rain garden since it was installed in 2003. An evaluation in 2018 determined it needed to be replace, yet it is not scheduled until 2028. There are reports of mold in the ceiling, something that should be addressed before the library is opened again and ARPA funds could go a long way to address that. The Waterfront Study identifies additional ideas; there are no plans to study how to provide emergency access to the waterfront which will be important with double tracking and more ferries. He applauded the council for seeking input from the community and encouraged the council to continue that effort including gaining input from citizens in all areas of the City to best utilize ARPA funds. 7. RECEIVED FOR FILING 1. WRITTEN PUBLIC COMMENTS 2. 2024 BUDGET PRIORITY OUTREACH EFFORTS HANDOUT 8. APPROVAL OF CONSENT AGENDA ITEMS COUNCILMEMBER TEITZEL MOVED, SECONDED BY COUNCILMEMBER PAINE, TO APPROVE THE CONSENT AGENDA. MOTION CARRIED UNANIMOUSLY. The agenda items approved are as follows: 1. APPROVAL OF SPECIAL MEETING MINUTES OF JUNE 22, 2023 2. APPROVAL OF REGULAR MEETING MINUTES OF JUNE 27, 2023 3. APPROVAL OF CLAIM CHECKS AND WIRE PAYMENT 9. COUNCIL BUSINESS BOYS & GIRLS CLUB NEW FACILITY DESIGN Parks, Recreation & Human Services Director Angie Feser advised review of the schematic drawings for the new Boys & Girls Club (BGC) facility is part of the ground lease between the City and the BGC. The design was presented to the PPW committee on June 13 and full council on June 20 with a public hearing. Tonight is a summary presentation and to answer council questions. Staff is asking for council approval of the design as presented to allow the BGC to move onto the next step. Council will review the project two more times for aesthetic qualities and details as it progresses. Bill Toukalas, Executive Director, Boys & Girls Club of Snohomish County, applicant for the project, explained the BGC has been a community facility in partnership with the City since 1968 in the former Edmonds High School fieldhouse. The design of Civic Park allotted a 12,000 square foot footprint for the BGC. After determining it was not feasible or practical to repair or expand the existing building, the club plans to demolish the existing building and build a new 16,000 square foot facility. The building will include an 8,000 square foot gymnasium and approximately 8,000 square feet of activity area (4,000 square feet on the ground level and 4,000 square feet on the second story). The design compliments the improvements made at Civic Field Park and there is an expectation the building will have a certain amount of public use when the kids are not occupying it. The BGC listened to the council's comments about solar panels, retaining some of the building's history, potentially dressing up the north wall with artwork, and incorporating some of the original gymnasium's wood floor into the design. Adam Clark, 2812 Architecture, reviewed: • Enlarged site plan Edmonds City Council Approved Minutes Q July 5, 2023 Page 7 Packet Pg. 84 2.3.b Y•f -t,�1 4 I t�i)=W SAYS 8 61RL5 CLUB L HALN I_I_ T60 S. F -, UPPER: 4, i33 5.F_ TOTAL 16.4g3 5.F 4I i . i ?J.L''1\6 =]T:: FLAN m -0• o New Boys & Girls Club facility ■ 11,760 SF footprint with 4,733 SF upper floor (16,493 SF total) o Existing building planned for demolition due to: ■ Structural Integrity ■ Accessibility ■ Life safety ■ Limited flexibility • West elevation o Contemporary design (Ground Face CMU, glass, wood structure) o LEED Silver standards ■ Minimal carbon footprint ■ Efficient HVAC ■ Opportunity for solar • South elevation o South facing entry for park connection o Abundance of natural light for interior o Biophilic design to increase occupancy connectivity to the natural environment • East elevation o Utility spaces on southeast for economy 0 30' high gym (23' required to underside of structure) o Existing building average height 33' • North elevation o Varied materials and surface planes o Canopy for weather protection at street o Possible art on wall 0 20' building setback from property line. Proposing to put building at back of sidewalk — interior area needed • Rendering (looking from southwest) o Planning to add garage doors below canopy on gym wall (not shown on rendering) Edmonds City Council Approved Minutes Q July 5, 2023 Page 8 Packet Pg. 85 2.3.b Rendering (looking from northwest) Mr. Toukalas relayed since the last meeting with council, he spoke with ECA Executive Director Joe McIalwain who mentioned the arts commission had discussed graphics on the south wall of the ECA building facing the north wall of the BGC and possible synergy between them. The building height and setback will be considered during the permit process and he was hopeful those could be overcome to allow 16,000 square feet. The construction zone will be a tight footprint; the BGC is committed to restoring anything disturbed during construction to its current condition. Council President Pro Tem Olson observed the garage doors on the west side were added at the request of a councilmember. She did not think it looks as nice with the garage doors and a resident mentioned the garage doors make the building look like a fire station which may not be the look the BGC was going for. COUNCIL PRESIDENT PRO TEM OLSON MOVED, SECONDED BY COUNCILMEMBER TEITZEL, TO APPROVE THE DESIGN AS IT RELATES TO THE PARK WITH CAVEATS, POINTING OUT DISCREPANCIES WITH THE EDMONDS CIVIC PARK PLAYFIELD DESIGN GUIDELINES ON PAGE 3, SECTION 1, MASSING AND ARTICULATION, AND SECTION 5, ROOFLINE AND ROOF MOUNTED EQUIPMENT. Council President Pro Tem Olson said she identified at least two caveats and possibly other councilmembers could add to the lists of caveats; there are items in the Civic Field Park Playfield Design Guidelines that this design does not meet. She was unsure the original author of the design guidelines, and if the ADB, staff or planning board via the public hearing process decided to deviate from the design guidelines, she would not personally take offense, but she did not support council approving a design that does not meet elements of the design guidelines. Her motion to approve the design as it relates to the park with those two specific caveats where it does not meet design guidelines allows the BGC to continue to move forward and gives a heads up to the entities that receive this approval that those are two specific areas the council highlighted. For Councilmember Paine, Council President Pro Tem Olson provided clarification regarding the sections in the design guidelines that she referenced. Councilmember Paine commented her children attended the BGC and she agreed it was difficult to reach the upper floor. The building has been well loved by the community and has served its purpose. She appreciated that the building would be LEED which guarantees some sustainability of materials, etc. which was very appropriate. She liked the idea of collaborating with Edmonds City Council Approved Minutes Q July 5, 2023 Page 9 Packet Pg. 86 2.3.b the ECA to have artwork on both buildings that pulls them together visually. In her mind, solar panels were a giant plus. She agreed compliance with the current code was paramount. Building height is an area of focus and she agreed the guidelines do need to be followed. She summarized it was an exciting project that will be refined by other processes. Councilmember Buckshnis commented the Civic Field Park Playfield Design Guidelines were developed in 2018 when there was not a clear idea of the BGC's plans so she understood why Walker Macy was very conservative in the design guidelines document. With regard to height, she referred to the variance process such as was granted for the Waterfront Center. She agreed the guidelines were important, but the gym could not be 2' feet short. She referred to a citizen's recommendation that this go to the Architectural Design Board (ADB) now and Ms. Feser's response that it will go to the ADB as part of permitting process. Councilmember Nand thanked the BGC for incorporating the feedback from the public hearing and from the city council. Noting there is a significant footprint on top of the gymnasium which may be reduced by the placement of solar panels, she asked if there was an opportunity for rooftop access such as a meditation space, community garden, etc. With activities geared toward children, there is an understanding that behavioral issues can be address by children having access to a calming environment and places to de - stimulate themselves. She asked if that could be incorporated into this design or would it be too challenging. Mr. Clark said they looked at the option for a green roof, but felt solar was more important. Allowing people on the rooftop presents additional challenges because two exits would be required as well as elevator access to the roof which would extend the height 8-10 feet. Councilmember Chen referred to water issues with the library roof and did not like the idea of a new building having a roof leak and preferred locating solar panels on the roof. As he looked at the beautiful design, he recalled the graffiti in the $22M Civic Park and asked how that could be prevented on this building coupled with keeping kids safe. He suggested the addition of a fence or other ways to protect the building and also keep kids safe. He thanked the BGC for listening to the public comments about solar panels and agreed that would be a good feature. Mr. Toukalas answered some other BGC projects include an indoor graffiti wall where kids can express themselves without damaging the building. Councilmember Chen was hopeful those who were doing the graffiti would come inside and use the graffiti wall. Mr. Clark suggested adding a graffiti coating on the building to make it easier to clean off. Council President Pro Tem. Olson commented an indoor graffiti wall was a good, creative solution as was a meditation space. She suggested the petanque courts, when not in use, would be a good place for meditation. With regard to having this level of design reviewed by the ADB, she wondered if the ADB would be willing to have an informal conversation to provide early input to the BGC which could help expedite later stages. She summarized that might be of value if staff could make it happen. Councilmember Paine referred to the Civic Park Design Guidelines that were referenced and asked if they were guidelines or requirements. Ms. Feser answered they are guidelines, strong suggestions, ideas, concepts or practices that were envisioned to help the building fit aesthetically into the park. The guidelines were developed by Walker Macy during the park master planning process to create guardrails for the BGC if their building was renovated or rebuilt to help the structure fit within the park. Mr. Toukalas commented the guidelines and the design were not developed in parallel timeframes. When Walker Macy was going through the design phase, the BGC was still contemplating whether they would stay at Civic Park. If the guidelines and the BGC design had been developed on simultaneous timelines, the guidelines may have been different. Councilmember Teitzel commented looking from the west, it appears the roof is entirely flat. Mr. Clark answered it is sloped behind the parapet to drain water to the north and south. Councilmember Teitzel relayed his understanding the BGC will be asking for a 5-foot variance to accommodate the height of the Edmonds City Council Approved Minutes Q July 5, 2023 Page 10 Packet Pg. 87 2.3.b gym. He asked about additional height if solar panels are added to the roof. Mr. Clark answered likely an additional 12-18 inches, but they would be pretty well screened by the parapet. MOTION CARRIED UNANIMOUSLY. 2. ARPA USE ORDINANCE This item was removed from the agenda via action taken under Agenda Item 5. 3. CONSOLIDATED APPROACH FOR 2024 COMP PLAN UPDATE AND HIGHWAY 99 SUBAREA PLAN Planning & Development Director Susan McLaughlin explained this is regarding the contract for the comprehensive plan and the environmental analysis on Highway 99. She reviewed: • Recap of 2022 visioning efforts o Intent ■ Reach populations we don't often hear from in the public process - Inclusive branding that led to naming of the comprehensive plan, Everyone's Edmonds - Survey and marketing in multiple languages - Meet people where they are - Have a neighborhood presence - Test new outreach strategies - Willingness to make mistakes and learn -not let imperfection e the enemy of good intent o Goal ■ Solicit 3,500 comments from the community ■ One comment equals ■ Each response to a survey question ■ Each comment recorded at outreach event ■ Over 8,500 comments were collected o Foundations of Visioning Outreach ■ Week 1: Identity ■ Week 2: Quality of Life ■ Week 3: Economic Growth ■ Week 4: Environment ■ Week 5: Culture ■ Week 6: Livability and Land Use o Summer 2022 Visioning Activities ■ Collective Visioning - Coffee Chats - themed neighborhood conversations - Weekly Articles - help put weekly themes into context - Table at local events - meeting people where they are - Yard signs - raise awareness - Panel Discussion - in-depth conversations on key topics from subject matter experts - Walk & Talks - explore key topics in real world scenarios - Online Surveys - allow individual expression - Multi-lingual Branding - process of building trust o Who did we hear from? Edmonds City Council Approved Minutes Q July 5, 2023 Page 11 Packet Pg. 88 2.3.c RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF EDMONDS, WASHINGTON, TO AUTHORIZE THE PLACEMENT OF A LIEN ON THE PROPERTY THAT IS THE SUBJECT OF THE GROUND LEASE WITH BOYS & GIRLS CLUBS OF SNOHOMISH COUNTY FOR THE FINANCING OF BUILDING CONSTRUCTION. WHEREAS, in 2023, the City of Edmonds and the Boys & Girls Clubs of Snohomish County ("BGCSC") entered into a Ground Lease relating to certain Civic Park property described therein (the "Property") to be used for the construction of a new Boys & Girls Club; and WHEREAS, the Ground Lease provides for the procedures to be used in relation to such construction, including the requirement at Section 4.3 ("No Liens") that BGCSC obtain the City's prior written approval before encumbering the Property with any lien; and WHEREAS, the BGCSC has informed the City that it has obtained approval for construction financing through Snohomish County (the "County") that is available on the condition that the Property be used as collateral; and WHEREAS, copies of the requested lein, in the form of a Leasehold Deed of Trust, is attached hereto and incorporated herein by this reference; and WHEREAS, the City Council has determined that the placement of the requested lien on the Property for construction financing pursuant to the Ground Lease is appropriate; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF EDMONDS, WASHINGTON, HEREBY RESOLVES AS FOLLOWS: In accordance with Section 4.3 of the Ground Lease between the City and the Boys & Girls Clubs of Snohomish County, the use of the Property that is the subject thereof as collateral for financing the construction of the new Boys & Girls Club building, as set forth in the lien attached hereto, is hereby approved. RESOLVED this day of 2024. CITY OF EDMONDS MAYOR, MIKE ROSEN ATTEST: CITY CLERK, SCOTT PASSEY Packet Pg. 89 2.3.c FILED WITH THE CITY CLERK: PASSED BY THE CITY COUNCIL: RESOLUTION NO. Packet Pg. 90 2.3.c EXHIBIT H FORM OF LEASEHOOD DEED OF TRUST WHEN RECORDED RETURN TO: Snohomish County 3000 Rockefeller Ave., Everett, WA 98201 Attention: Human Services - OHCD LEASEHOOD DEED OF TRUST BOYS' AND GIRLS' CLUBS OF SNOHOMISH COUNTY EDMONDS CLUB CHILD CARE (CLFR — Child Care Facility) GRANTOR: BOYS' AND GIRLS' CLUBS OF SNOHOMISH COUNTY, a non-profit corporation of the State of Washington BENEFICIARY: SNOHOMISH COUNTY, a political subdivision of the State of Washington IIIII :INS MIII a 1 41:I[N_[eZ0jIIIIa1►6Yo1:Z101 us] role] LIWel01VA LEGAL DESCRIPTION: BLK 100, CITY OF EDMONDS, TGW PTN VAC STS & ALLEY (Additional Legal Description on Attachment 1) TAX PARCEL NUMBERS: 004342-100-000-00 Packet Pg. 91 2.3.c LEASEHOLD DEED OF TRUST BOYS' AND GIRLS' CLUBS OF SNOHOMISH COUNTY EDMONDS CLUB CHILD CARE PROJECT THIS LEASEHOLD DEED OF TRUST ("LEASEHOLD DEED OF TRUST"), made this day of , 2024, by and among BOYS' AND GIRLS' CLUBS OF SNOHOMISH COUNTY, a Washington non-profit corporation, whose mailing address is PO Box 839, Everett, WA 98206, as grantor ("GRANTOR"); Chicago Title Insurance Company, a Washington corporation whose mailing address is 3002 Colby Ave., Suite 200, Everett, WA 98201 as trustee ("TRUSTEE"); and Snohomish County, a political subdivision of the State of Washington, ("GRANTEE" or "BENEFICIARY"), whose address is 3000 Rockefeller Avenue, MS 305, Everett, WA 98201. WITNESSETH: Grantor hereby bargains, sells and conveys to Trustee in trust, with power of sale, the building and improvements, now or hereafter erected in Snohomish County, Washington described in Attachment 1 attached hereto and incorporated herein by this reference ("the Leasehold Improvements"), and located upon real property which is not used principally for agricultural or farming purposes, together with all the tenements, hereditaments, and appurtenances now or hereafter thereunto belonging or in any wise appertaining, and the rents, issues and profits thereof. This Leasehold Deed of Trust is for the purpose of securing performance of each agreement of Grantor contained herein and in the Construction and Reimbursement Period of the CLFR Child Care Facility Agreement between the Grantor and the Beneficiary (hereinafter the "Agreement") dated the day of , 2024, and payment of the sum of One Million Dollars ($1,000,000), in accordance with the terms of a Promissory Note of even date herewith (the "Note"), payable to Beneficiary or order, made by Boys' and Girls' Clubs of Snohomish County, a Washington non-profit corporation. To protect the security of this Leasehold Deed of Trust, Grantor covenants and agrees: 1. To keep the Leasehold Improvements in good condition and repair; not to remove or demolish any building thereon; to complete or restore promptly and in good and workmanlike manner any building that may be constructed, damaged, or destroyed, and to pay when due all claims for labor performed and materials furnished therefor; to comply with all laws affecting the Leasehold Improvements or requiring any alterations or improvements to be made; not to commit or permit waste thereof; not to commit, suffer, or permit any act upon the Leasehold Improvements in violation of law; and to do all other acts which from the character or use of the Leasehold Improvements may be reasonably necessary to preserve and conserve their value. 2. To pay before delinquent all taxes, assessments and any other charges affecting the Leasehold Improvements when due; and to keep the Property free and clear of all other encumbrances, charges, and liens impairing the security of this Leasehold Deed of Trust, subject to the Grantor's right to contest such taxes, assessments and other charges in good faith. Exhibit H Boys' and Girls' Clubs of Snohomish County HCS-24-AR-2106-147 Page 1 of 6 Packet Pg. 92 2.3.c 3. To keep the Leasehold Improvements described herein continuously insured against loss by fire or other hazards in an amount not less than the total debt secured by this Leasehold Deed of Trust. The Beneficiary shall be an additional insured under all such insurance policies, which shall be issued by such companies as the Beneficiary may approve and have loss payable first to the Beneficiary, as its interest may appear, and then to the Grantor. Except as otherwise set forth in the Agreement or the Note, the amount collected under any insurance policy may be applied to any indebtedness hereby secured in such order as the Beneficiary shall determine. Such application by the Beneficiary shall not cause discontinuance of any proceedings to foreclose this Leasehold Deed of Trust. In the event of foreclosure, all rights of the Grantor in insurance policies then in force shall pass to the purchaser at the foreclosure sale. 4. To defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee, and to pay all costs and expenses, including cost of title search and attorneys' fees in a reasonable amount, in any such action or proceeding, and in any suit brought by Beneficiary to foreclose this Leasehold Deed of Trust. 5. To pay all costs, fees and expenses in connection with this Leasehold Deed of Trust, including the expenses of the Trustee incurred in enforcing the obligations secured hereby and Trustee's and reasonable attorneys' fees actually incurred, as provided by statute. 6. Should Grantor fail to pay when due any taxes, assessments, insurance premiums, liens, encumbrances or other charges against the Leasehold Improvements hereinabove described, Beneficiary may pay the same, and the amount so paid, with interest at the rate set forth in the Note secured hereby, shall be added to and become a part of the debt secured in this Leasehold Deed of Trust. IT IS MUTUALLY AGREED THAT: 1. Except as otherwise set forth in the Construction and Reimbursement Period of the Agreement or the Note, in the event any portion of the Leasehold Improvements is taken or damaged in an eminent domain proceeding, the entire amount of the award or such portion as may be necessary to fully satisfy the obligation secured hereby, shall be paid to Beneficiary to be applied to said obligation. 2. By accepting payment of any sum secured hereby after its due date, Beneficiary does not waive its right to require prompt payment when due of all other sums so secured or to declare default for failure to so pay. 3. The Trustee shall reconvey all or any part of the Leasehold Improvements covered by this Leasehold Deed of Trust to the person entitled thereto on written request of the Grantor and the Beneficiary, or upon satisfaction of the obligation secured and written request for reconveyance made by the Beneficiary or the person entitled thereto. 4. Upon the occurrence of default by Grantor in the performance of any requirement of the Construction and Reimbursement Period of the Agreement (after the expiration of any applicable cure period), all sums secured hereby shall immediately become due and payable in accordance with the Agreement, the Note, and this Leasehold Deed of Trust (at the option of the Beneficiary). In such event and upon written request of Beneficiary, Trustee shall sell the trust Leasehold Improvements, in accordance with the Deed of Trust Act of the State of Exhibit H Boys' and Girls' Clubs of Snohomish County HCS-24-AR-2106-147 Page 2 of 6 Packet Pg. 93 2.3.c Washington, at public auction to the highest bidder. Any person except Trustee may bid at Trustee's sale. Trustee shall apply the proceeds of the sale as follows: (1) to the expense of the sale, including a reasonable Trustee's fee and attorneys' fee; (2) to the obligation secured by this Leasehold Deed of Trust; and (3) the surplus, if any, shall be distributed to the persons entitled thereto. a. Curing of Construction and Reimbursement Period Default. In the event of default of requirements of the Construction and Reimbursement Period of the Agreement, before exercising any remedies, Grantee shall give Grantor written notice of such default and provide for a cure period of ten (10) calendar days after such notice is given, or such longer period of time as may be specified in the written notice, within which to cure the default before exercise of remedies by Grantee under this Leasehold Deed of Trust or the Agreement. 5. Trustee shall deliver to the purchaser at the sale its deed, without warranty, which shall convey to the purchaser the interest in the Leasehold Improvements which Grantor had or had the power to convey at the time of its execution of this Leasehold Deed of Trust, and such as it may have acquired thereafter. Trustee's deed shall recite the facts showing that the sale was conducted in compliance with all the requirements of law and of this Leasehold Deed of Trust, which recital shall be prima facie evidence of such compliance and conclusive evidence thereof in favor of bona fide purchasers and encumbrancers for value. 6. The power of sale conferred by this Leasehold Deed of Trust and by the Deed of Trust Act of the State of Washington is not an exclusive remedy; Beneficiary may cause this Leasehold Deed of Trust to be foreclosed as a mortgage. 7. In the event of the death, incapacity, disability or resignation of Trustee, Beneficiary may appoint in writing a successor trustee, and upon the recording of such appointment in the mortgage records of the county in which this Leasehold Deed of Trust is recorded, the successor trustee shall be vested with all powers of the original trustee. The Trustee is not obligated to notify any party hereto of pending sale under any other Leasehold Deed of Trust or of any action or proceeding in which Grantor, Trustee or Beneficiary shall be a party unless such action or proceeding is brought by the Trustee. 8. This Leasehold Deed of Trust applies to and inures to the benefit of, and is binding not only on the parties hereto, but on their heirs, devisees, legatees, administrators, executors and assigns. The term Beneficiary shall mean the holder and owner of the Note secured hereby, whether or not named as Beneficiary herein. GRANTOR FURTHER AGREES: 1. Grantor will perform each and every obligation contained in the Construction and Reimbursement Period of the Agreement and any amendments thereof. 2. If Grantor shall fail to perform any obligation hereunder and the Beneficiary elects to perform the same and expends any monies therefor, such expenditure shall be deemed in addition to the amount secured by this Leasehold Deed of Trust and be immediately due and payable in accordance with the Agreement. Exhibit H Boys' and Girls' Clubs of Snohomish County HCS-24-AR-2106-147 Page 3 of 6 Packet Pg. 94 2.3.c 3. If an event of Construction and Reimbursement Period default occurs under the foregoing Agreement or Note (after the expiration of any applicable notice and cure period), the whole indebtedness secured thereby shall be due and payable in accordance with the Agreement and this Leasehold Deed of Trust and the Beneficiary may proceed to foreclose this Leasehold Deed of Trust. If the Beneficiary shall incur any costs and expenses, including reasonable attorneys' fees and costs of any title reports, in connection with the performance of any of its rights hereunder including foreclosure, such costs and expenditures shall remain secured by this Leasehold Deed of Trust and shall be immediately due and payable by Grantor. IN WITNESS WHEREOF, the parties hereto have executed and delivered by their duly authorized representatives this Leasehold Deed of Trust as of the day and year written above. GRANTOR: Boys' and Girls' Clubs of Snohomish County, a Washington non-profit corporation M Bill Tsoukalas / Executive Director ACKNOWLEDGEMENT STATE OF WASHINGTON ) )SS. COUNTY OF ) On this day of , 2024, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, to me personally known (or proved on the basis of satisfactory evidence), appeared before me, Bill Tsoukalas, and said person acknowledged that s/he executed the foregoing instrument on oath and stated that s/he was authorized to execute the instrument as the Executive Director of the BOYS' AND GIRLS' CLUBS OF SNOHOMISH COUNTY, a Washington non-profit corporation, and acknowledged said instrument to be the free and voluntary act and deed of said corporation on behalf of said company, on behalf of said company, for the uses and purposes therein mentioned. By: (Print Name) My appointment expires: Exhibit H Boys' and Girls' Clubs of Snohomish County HCS-24-AR-2106-147 Page 4 of 6 Packet Pg. 95 2.3.c REQUEST FOR FULL RECONVEYANCE [CLFR — Child Care Facility] Do not record. To be used only when note has been paid. TO: TRUSTEE. The undersigned is the legal owner and holder of the note and all other indebtedness secured by the within Leasehold Deed of Trust ("Leasehold Deed of Trust"). Said note, together with all other indebtedness secured by said Leasehold Deed of Trust, has been fully paid and satisfied; and you are hereby requested and directed, on payment to you of any sums owing to you under the terms of said Leasehold Deed of Trust, to cancel said note above mentioned, and all other evidences of indebtedness secured by said Leasehold Deed of Trust delivered to you herewith, together with the said Leasehold Deed of Trust, and to reconvey, without warranty, to the parties designated by the terms of said Leasehold Deed of Trust, all the estate now held by you thereunder. Dated Exhibit H Boys' and Girls' Clubs of Snohomish County HCS-24-AR-2106-147 Page 5 of 6 Packet Pg. 96 2.3.c ATTACHMENT 1 Property Legal Description Those buildings, improvements and facilities now existing or hereafter erected, located on the following described real property: Real property in the City of Edmonds, County of Snohomish, State of Washington, described as follows: LEGAL DESCRIPTION: LEGAL DESCRIPTION: LOTS 1 THROUGH 40, INCLUSIVE, BLOCK 100, CITY OF EDMONDS, ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 2 OF PLATS, PAGES 39 AND 39A, RECORDS OF SNOHOMISH COUNTY, WASHINGTON; TOGETHER WITH PORTION OF EDMONDS STREET, PORTION OF SPRAGUE STREET AND UNNAMED ALLEY WITHIN BLOCK 100 OF SAID PLAT, ALL AS VACATED BY CITY OF EDMONDS ORDINANCE NO. 4028 RECORDED, UNDER RECORDING NO. 201606230342, RECORDS OF SNOSHOMISH COUNTY, WASHINGTON. TAX PARCEL NO(S): 004342-100-000-00 Situs Address: 310 6th Avenue North Edmonds, WA 98020 Exhibit H Boys' and Girls' Clubs of Snohomish County HCS-24-AR-2106-147 Page 6 of 6 Packet Pg. 97 2.4 City Council Agenda Item Meeting Date: 09/17/2024 Council Rules of Procedure Sections 10, 11, 12 and 14 Staff Lead: Council President Olson Department: City Council Preparer: Beckie Peterson Background/History In 2013, the City Council passed Resolution No. 1295, which adopted Robert's Rules of Order as its parliamentary authority for the conduct of City Council meetings. In December 2013, the Council passed Resolution No. 1306 adopting a Code of Conduct and in June 2015, the Council approved a Code of Ethics by motion. On January 25, 2021, the Council adopted a new Code of Conduct by motion. Because Resolution No. 1295 is limited to parliamentary procedure in the context of Council meetings, such rules do not address many other processes and procedures in the conduct of City business. It is thought that a more comprehensive set of rules would provide greater understanding and transparency about the roles, rights, and responsibilities of councilmembers and facilitate the orderly conduct of business within the context of council meetings. The draft rules of procedure address Council organization, duties of officers, agenda preparation, meeting management, consent agenda, public testimony, decorum, motions, and other important areas. The draft also includes Council's recent adoption of a Code of Conduct as Section 6; this was done to consolidate all applicable rules into one document. It is important to note that many provisions of these rules of procedure are already governed by other codes, statutes, and rulings. Any provision that is footnoted with a citation to the Revised Code of Washington (RCW), the Edmonds City Code (ECC), or other statute or ruling is included for ease of reference only and is not intended to be adopted as a rule because it already constitutes governing law. Provisions that are not footnoted with a citation to the RCW or ECC are adopted by City Council resolution as the Council's procedural rules and may be amended at any time by subsequent resolution. On April 6, 2021, the Council passed Resolution 1470, which established that the Council adopted its own Code of Conduct separate from that which applies to the Mayor and members of City boards, commissions, committees, and work groups. The proposed Rules of Procedure and the Code of Conduct were presented and discussed on February 4, 2020, January 26, 2021, and April 6, 2021. For comparison purposes, prior drafts of the rules of procedure are included in the online Council meeting packets of February 4, 2020 and March 3, 2020. On April 6, 2021, a motion was passed to table consideration of the draft Rules of Procedure for a period of three weeks. The draft rules were scheduled on the June 1, 2021 council agenda, but consideration was postponed due to lack of time. On August 3, 2021, the Council considered the draft rules, made amendments, and instructed the city attorney to bring back additional language for potential amendments to various sections of the rules. A new Section 7 entitled "Code of Ethics" has been added to incorporate the Code of Ethics adopted by the City Council on June 2, 2015. Packet Pg. 98 2.4 Recommendation Review Rules of Procedure Sections 10, 11, 12 and 14 and forward to council for approval on a future consent agenda. Narrative It is thought that approving the draft Rules of Procedure by Section, or in segments, would be the most practical approach to accomplishing this 2024 goal. The draft includes 14 sections, as follows: SECTION 1. AUTHORITY - approved 6/25/2024 SECTION 2. COUNCIL ORGANIZATION - approved 6/25/2024 SECTION 3. AGENDA PREPARATION - amended and approved 3/26/2024 SECTION 4. CONSENT AGENDA - approved 7/23/2024 SECTION 5. COUNCIL MEETINGS - approved 7/23/2024 SECTION 6. COUNCIL CONDUCT - adopted 1/26/2021 SECTION 7. CODE OF ETHICS - adopted 6/2/2015 SECTION 8. PUBLIC TESTIMONY - amended and approved 4/16/2024 SECTION 9. MOTIONS - approved 9/10/2024 SECTION 10. ITEMS REQUIRING FOUR VOTES - PPW committee 9/17/2024 SECTION 11. ITEMS REQUIRING A UNANIMOUS VOTE - PPW committee 9/17/24 SECTION 12. COUNCIL REPRESENTATION - PPW committee 9/17/2024 SECTION 13. REIMBURSEMENT OF EXPENSES - approved 4/16/2024 SECTION 14. SUSPENSION AND AMENDMENT OF RULES - PPW committee 9/17/24 Proposed Workplan for Adopting Council Rules of Procedure Address the draft rules of procedure by section or segments, starting with the most timely/highest priority section(s). Focus on one segment each month: a. City Clerk and Council staff review and indicate any recommended revisions. b. Council President review. C. Place on agenda for review of Council Committee If committee recommends segment for council approval on consent - place on a future consent agenda for approval and implement that segment as adopted policy. If committee recommends revisions or full council discussion - add to future council business when agenda time allows. Once all segments are approved, adopt a resolution with the comprehensive set of rules of procedures as an attachment. Attachments: ROP Sections 10 1112 and 14 Packet Pg. 99 2.4.a Section 10. Items Requiring Four Votes. The passage of any ordinance, grant or revocation of franchise or license, any resolution for the payment of money or approval of warrants shall require the affirmative vote of at least a majority of the whole membership of the Council (4 votes).' Section 11. Items Requiring a Unanimous Vote. An ordinance must be adopted unanimously where both of the following conditions exist: 1) the ordinance is subject to referendum under RCW 35A.11.090, as limited by Leonard v. City of Bothell, 87 Wn.2d 847, 852-53, 557 P.2d 1306, 1310 (1976) ("If the grant of power is to the city as a corporate entity, direct legislation is permissible insofar as the statute is concerned. On N the other hand, if the grant of power is to the legislative authority of the city, the initiative and referendum are prohibited."), and similar case law, and; 2) the ordinance is proposed to take immediate effect under RCW 35A.11.090(2). Section 12. Council Representation. 12.1 Once the City Council has taken a position on an issue, all official City correspondence regarding the issue will reflect the Council's adopted position 12.2 Email, City letterhead, and related materials shall not be used for a. 4- correspondence of Councilmembers representing a dissenting point of view from ° an official Council position. a_ 12.3 As a matter of courtesy, letters to the editor, or other communication of a controversial nature, which do not express the majority opinion of the Council, o shall be presented to the full Council prior to publication. Section 13. Reimbursement of Expenses. (previously reviewed and approved 4/16/2024) N Section 14. Suspension and Amendment of Rules. 14.1 Any provision of these rules not governed by state law, City code, fundamental parliamentary principle, or other statute or rule may be temporarily suspended by a majority vote of the Council. 14.2 It is the intent of the City Council that the rules of procedure be periodically reviewed as needed or during odd -numbered years. These rules may be amended, or new rules adopted, by a majority vote of the Council, provided that the proposed amendments or new rules shall have been distributed to Council at least two weeks prior to such action. 'RCW 35A.12.120 Packet Pg. 100