HomeMy WebLinkAbout12/28/05 AGENDA
FILE
CITY COUNCIL .345 6th Street, SiJitec603, Bremerton, WA 98337-1873 03 (360) 473-5280
** AMENQED**
DECEMBER 28, 2005
CITY COUNciL MEETING"AGENDA
1. PRE-COUNCIL STUDY SESSION: 5:00 - 5:30 P.M. in COUNCil CONFERENCE ROOM ~03
A. General Council Business
B. . STUDY SESSION to discuss... .'. . . '.
1) Purchase and Sale Agreement between the Cityand Chevron USA Inc. regarding
acquisition of real property, adjacent to EvergreenlDark
(To be heardauririg 12/28/05 Council Me~ting) ,
2). Contract Award for Anderson Creek Wellfield Improvements, Pump Station No.2
Upgrade (To be heard during 1/4/06 Council/fleeting)
3) Proposed Resolution No. 2986al,lthoJizing th~ first amenpment and extension of
the Reimbursement Agre~ment between the City of Bremerton and Bank of
America (Tobe heard during 1/4/06 CouncifMeeting) .
2. CALL TO ORDER: 5:30 P.M. in COMMUNITY CHAMBERS LOCATED ON FIRST FLOOR
A. . pledge of Allegiance'
B. Invocation
3. PUBLIC SEBVICE ANNOUNCEMENTS
. .
4. CONSENT AGENDA .
A. . Claims & Check Register (#AB05-303)
B. Reapp'ointment of Dennis Treger, CPA to the Audit C()mmittee (#AB05-305)
. I..
5. PUBLIC HEARING - There are no public hearings this week...
6. . GENERAL BUSINESS . .
A. Purchase and $ale Agreement between the City am;! Chevron USA Inc. 'regarding
. acquisition of real property adjacent to Evergreen Park (#AB05-207)
B. Ordinance No. 4961 amending Ordinarice No. 4956 to make corrections to the Wastewater
Rafe Schedule (#AB05-304)
7. ADJOURNMENT OF CITY COUNCIL BUSINESS MEETING.
, .
II Americans with Disabilities Act (ADA) accbmmodations provided upon request. Those requiring sp€?cial .
accommodations should contact the, City Clerk's Office at (360) 473-5323 by noon on the Monday preceding the
Council meeting. . . "
DATE SUBMITTED:
, BILL# vS:~o3
, AGENDA BILL, '
CITY OF BREMERTON
CITY COUNCIL'
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. SUBJECT:
Cla:im & Check:s Register A.pproval ,
Committee Meeting Date:
COUNCIL MEETING pate: ) .:(~:1 y-()j
'D~partinent: FinanciaJ SeJirices
Presenter:' Cathy Johnson
Phone:
SUMMARY:
ATTACHMENTS:
FISCAL IMPACTS'(Inc1ude Budgeted 'AmoUnt);
i
APPROVALS:
DEl> ARTMENT DIRECTOR:
CITY ATTORNEY:
FINANCE DIRECTOR:
MAYOR: -
FISCAL/BUDGET:
OPERATlONS: " ,^
COUNCIL PRESIDENT . ----: ~)0A-<2--- f ~~?O-'-,
RECOMMENDED.'MOTION: Move to approve:
1) Check #'s ,30 Lf93Y ~ ~i5S7J/7
I CO~SENTAGENDA ~ I
EFT's >f7Yro ~ ?7S-7
,$ (pOI) ifl?~ 73
$ (p~Od-O. (;;L
$ - 731'0,;2 3.. lf~
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2) Regular Payroll for. !rR. -/5"=-OS
. 3) ~etiree, Payroll for' i;z .-- 31-0 c:;-
COUNCIL ACnON: . ~Provc: . DDcny
o Table -,
o Continue
D No Action
DATE SUBMITTED: December 28, 2005
AGENDA BILL
CITY OF BREMERTON
CITY COUNCIL
BILL # 05-301 5
&f8,
........................................................................................
SUBJECT: Reappointment of
Dennis Treger, CPA to the Audit Committee
Committee Meeting Date:
COUNCIL MEETING Date:
Department:
Presenter:
Phone:
December 28, 2005
December 28, 2005
City Council
tl>lAl'Ir;{ MelMle.r 11//4- (\.4wf"
(?t:,o) '17- '? - ~:J8D
SUMMARY: The CPA position on the Audit Committee is designated by the City Council per
Section 2.18 of the Bremerton Municipal Code. It is recommended that Dennis Treger, CPA be
reappointed for a three year term ending December 31, 2009.
ATTACHMENTS:
FISCAL IMPACTS (Include Budgeted Amourit): 'None
APPROVALS:
DEPARTMENT DIRECTOR:
CITY ATTORNEY:
FINANCE DIRECTOR:
MAYOR:
fI-8I4 a.t~~e'fiJ.:n., /4 CONSENT AGENDA~
If ~rd t;:f ~ ~'!:; S'-e.s>/~ I~/;;ra
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RECOMMENIiED MOT.ON: Move to confirm there-appointment of Dennis Treger, CPA to the
Audit Committee per City Charter.
FISCAL/BUDGET:
OPERATIONS:
COUNCIL PRESIDENT:
COUNCIL ACTION: D Approve D Deny D Table
D Continue D No Action
DATE SUBMITTED: August 30, 2005
BILL # 05"- Jo 7 '
AGENDA BILL
CITY OF BREMERTON
CITY COUNCIL
~Pr
.........,........................~...........m...............~.........................I
SUBJECT: Purchase and Sale Agreement
between the City and Chevron USA Inc.
regarding acquisition of real property
adjacent to Evergreen Park
Committee Meeting Date:
COUNCIL MEETING Date:
Department:
Presenter:
Phone:
W~~8~
Economic Developlnent ' /a ~,2fl~iJ:s
Gary Sexton
473-5282
,SUMMARY: The proposed purchase and sale agreement relates .to the acquisition of 1.5 acres of
land adjacent to Evergreen Park from Chevron USA Inc. The purchase price is $100.00. The City
shall assume environmental responsibilities relating to identified hazardous substances located at, on
and/or under the property as outlined in the Agreement.
ATTACHMENTS: Purchase and Sale Agreement; August 30, 2005 email from Phil Williams to
Gary Sexton; June 24, 2005 emai( from Steve Alexander to Phil Williams; Memorandum from Roger
Lubovic~dated August 24, 2005 (w~th attachments)] '-\:e.iY\c.o..n.<LLt.VY\ -h-orl" ~'e.r Gt.bOVIC-h
dQ..ted Dee.... 20\ 2.Do~)) Tec.hvH(CLI H,'€KV'orCl.l"I duM -f;-o.v'\ -:PClrC\.Me.-h':l)(. - dt\-ed Dec. Iqj 2.006"
FISCAL IMP ACTS (Include Budgeted Amof,lnt): Incidental closing costs and unknown future
remedial costs of assumed environmental responsibilities. '
APPROV ALS:
DEP ARTMENT DIRECTOR:
CITY ATTORNEY:
FINANCE DIRECTOR:
MAYOR:
FISCAL/BUDGET:
OPERATIONS:
, COUNCIL PRESIDENT:
. !fh....: H-'ff;>-- 9P.8 ~:) " f ~/~
ne~" r, ,?Vl .," :/,.r-I;;;', ~PI CONSENT
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RECOMMENDED MOTION: ,Mov'e to approve th~ Purchase and Sale Agreement between the
City ofBremerton and Chevron USA Inc. for the purchase of l.5 acres of land adjacent to Evergreen
Park and authorize the Mayor to execute the Agreement in substantially the same form as presented
and further authorize the Mayor to execute all documents necessary for closing the transaction.
AGENDA 0 I
COUNCIL ACTION: D Approve D Deny D'Table
D Continue D No Action
PURCHASE" AND SALE AGREEMENT '.
This PURCHASE AND SALE AGREEMENT (the "Agreement") is made and entered
.' into by and between the City of Bremerton, a Washington municipal corporation ("Bl:Jyer") and
. CHEVRON U.S.A. .INC., a Pennsylvania corporation ("Seller").
RECITALS
WHEREAS, Seller desires to sell, and Buyer desires to purchase, certain real property
located along Sheldon Boulevard in the City 'of Bremerton; State of Washington, comprised of
approximately 1.5 acres of land (the "Property"); and
WHEREAS, Seller's predecessor, Standard Oil CQmpany of California, operated a bulk
fuel storage and distribution plant-on the Property and an adjacent dock from approximately
1950 through 1988; and .
WHEREAS, in approximately 1989, motor fuel hydrocarbon contamination was
discovered to be present on the Property in soil and groundwater, which was caused by or
resulted from Seller's operations on the Property; and
WHEREAS, since Seller's discovery of contamination on the Property i it has been
actively engaged in remedial and monitoring activities on the Property; and
WHEREAS, other real, property located adjacent to the Property "Yas formerly used by
others for commercial and light industrial purposes, including fuel storage and maintenance
, operations, which uses resulted in the release of petroleum hydrocarbon contamination"into the
soil and groundwater at those sites; and
WHEREAS, Buyer acquired most of the real property located adjacent to the Property
and to Evergreen Park and followihg the demolition of improvements located on the adjacent
property incorporated. the property as part of an expansion of Evergreen Park (the "Evergreen
Expansion Project"); and' "
WHEREAS, Buyer enteres:J into an Agreed Order (No. DE OOTCPNR-835) with the
State of Washington Department of Ecology ("WDOE"), which Order required that Buyer
perform certain agreed upon rel11edial activities directed at remediating contamination identified
and located within the Evergreen Expansion Project area, to levels acceptable to the WDOIE but
in excess of the Method. "A", Residential Clean\Jp, Levels for Soil established by WAr; 173-340-
740., Buyer further agreed to Iimh the uses of the property included within the Evergreen '
Expansion Project area to activities that are consistent with the requirements of the Interim
Action Work Plan approved by WDOE for the' property located within the Evergreen Expansion
Project; and
PURCHASE AND
SALE AGREEMENT
-1-
WHEREAS, Buyer and Seller agree' that the l:1azardous substances present on the
Property are substantially similar, in character' and concentration to the' hazardous substances
, .
that were and are present on the property comprising the Evergreen Expansion Project, such
that the scope of the Interim Remedial Action previously performed by'~uyer at the Evergreen
Expansion Project could appropriately be applied to the remediation of hazardous substances
on the Property, if th"e Property was subjecfto the same use .restrictions as !=Ire applied to
Evergreen Park; and '
WHEREAS, Seller has expressed its concern to Buyer, that it can not give up
possession,. ownership and control of the Property due to its environmental condition, without
som,e assurances and guarantees that the hazardous substances present on the Property 'are
going to be remediated to the above-referenced Method "A" residential standards, or in the
,alternative that to less stringent standards permitted and approved by WDOE. Further, Seller
has indicated to Buyer that assurances similar to those cOrilt?ined in the above-referenced
Agreed Order relating to the Evergreen Expansion Project site, which provide that the uses of
the property can not change if the risk of the public's exposure to harmful hazardous
substances was increased, must also be provided before it will sell the Property to Buyer.
TERMS AND CONDITIONS
NOW THEREFORE, in consideration of the mutual covenants and agreements
'hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows:
1. Property. Seller hereby agrees to sell and convey. to Buyer, and Buyer hereby
agrees to purchase from Seller, subject to the terms and conditions set forth herein, the real
property as more particularlyde$cribed on Exhibit "A" .(the "Property").
2. Consideration For Purchase: The Buyer shall provide the, following consideration
to Seller for the Prof)erty:
a. The Buyer shall assume the, "Assumed Responsibilities" as defined and on the terms
and conditions set forth in Section 5, below.
b. r~e Buyer shall pay Seller the sum of One Hundred Dollars ($100.00).
3. Environmental Contamination: The parties recognize that the Property is now the
subject of a Department of Ecology action to address the presence of hazardous substances in'
groundwater and soil. The parties note that the nature and extent of the hazardous substances
on the Property is set forth in the following reports (the "Reports"). A list of the Reports is
attached hereto as Exhibit "B":
PURCHASE AND
SALE AGREEMENT
-2-
4. Title to Property. Seller shall convey to Buyer at the Closing which shall occur no
later than the date of October 1,2005, (the "Closing Date"), insurable fee simple title free and
clear of all encumbrances except the Permitted Exceptions, as defined below, by execution and
delivery of a Statutory Warranty Deed to the.Property in a form acceptable to Buyer but which
include a statement limiting the use of the Property to that of a City park (the "Deed"). Buyer
understands and agrees that the remediation of the hazardous substances may require certain
deed restrictions recorded against title to the Property. .
4.1 Seller and Buyer shall share equally the cost of a standard form title insurance
policy naming Buyer as the insured (the "Title Commitment") Seller shall cause to be
, furnished to Buyer legible true copies of all instruments referred to in the Title Commitment as
restrictions or exceptions to title to the Property
4.2 Buyer may commission an AL TA survey of the Property at Buyer's sole expense. If
Buyer elects to commission a survey, Buyer shall provide Seller a copy of the survey. In any
event, the delivery of the survey shall not delay Closing.
4.3 Buyer shall have until thirty (30) days after execution of this Agreement by both
parties, (the "Review Period") in which to notify Seller of any objections Buyer has to any
matters ~hown or referred to in the Title Commitll]ent or the Survey. Any exceptions or other
items that are set forth in the Title Commitment or the Survey and to which Buyer does not
object within the Review Period shall be deemed to be permitted exceptions (the "Permitted
Exceptions"). With regard to items to which Buyer does object within the Review Period, Seller
shall notify Buyer within ten (10) days after Seller receives Buyer's notice of objeotions of any
exceptions to title which Seller is not able to remove or otherwise resolve, and Buyer may at
Buyer's option either (i) waive its objections to such exceptions or (ii) terminate this Agreement
without.further to eittler party. Encumbrances; liens and exceptions found to be unacceptable to
Buyer shall be discharged by Seller at least ten (10) days prior to Closing.
4.4 The Seller represents and warrants that there are no leases affecting the Property.
5. Environmental Responsibilities Assumed by Buyer. After the Closing Date (as
defined below), Buyer shall be responsible for the following "Assumed Responsibilities" relating
specifically to hazardous substances that are identified in the Reports and which (i) are located
at, on and/or under the Property immediately prior to and after the Closing Date, and/or (ii) are
located at, on and/or under Adjoining 'Properties immediately prior to and after the Closing Date
that originated on the Property. The term "Adjoining Properties" shall mean the properties that
share a common boundary with the Property.. The Assumed Responsibilities are as follows:
a. Compliance at, on and/or under the Property and/pr Adjoining Properties with applicable
soil, groundwater, and surface water cleanup levels promulgated under the Model
Toxics Control Act or other applicable environmental regulations and relating to the
hazardous substances described in this Section 5 ("Environmental Regulations";
PURCHASE AND
SALE AGREEMENT
-3-
b. Compliance at, on andior under the Property an'd/or Adjoining properties with applicable
. sediment cleanup levels promulgated under the Sediment Management Standards or
other applicable Environmental R.egulations and rel,ating to the hazard()us substances
described in this Section 5; .
c. Claims 'by third parties relating tocos.ts incurred afterttl~ date of closing to investigate,
, or remediate the, hazardous substances dE~scribed in this Sectfon 5. The claims by third'
, parties fer expenses incurred before the Closing Date are specifiically excluded from
'~ssumed Responsibilities. The term "incurred" means to have actually expended
,funds or, be legally obligated to pay for services provided.' For example, if a c;onsultant
of a third party did work prior to and after c10sjng tnenSeller would, be ebligated for the
charges for work done prior to closing and Buyer would be obligated for charges for
work, performed after c10singj , ' ,
d. Claims by third parties for personal infury and property damage arising ,after the' Date of
Clo~ing associated with hazardous substgnces described in this Section 5. The claims
by third parties for personal injury and property 'damages arising before the 'Closing
Date are specifically excluded from Assumed Responsibilities incurred prior to the
Closing Date. The term "~rising" means that point in time wh~n the damage "
complained of is sustained and not when causes are set in motion' which ultimately
produce the damage to person or'property; ,
e. Natural Resource Damages Claims or similar claims for damages which arose after the
Closing Date asserted by any Native American Tribe, federal agency or state agency for
contamination or degradation of ngtural resources relating, to h~zardous substances
described in this Section 5.;
f. With regard to claims, it is the intention of the parties to divide responsibility for claims
as of the ,date of closing.. The parties recognize that some claims will be clearly pre-
clOSing, some' claims will be clearly post-closing and some claims will require allocation
as between pre and post closing.
g. Buyer specifically assumes the sole responsibil,ity for the d~molition and removal at its
sole cost and expense of the dock ~acility,and asseciated pilings and dolphins, located
adjacentto the Property at Srpith Cove and previously operated by Seller as ari. adjunct
facility'to its fuel distribution and storage operations conducted on the Property.
h. 'Buyer speCifically assumes the sole responsibility, as part of its future development and
incorporation of the Property a~ part of Evergreen Park.
, PURCHASE AND
SALE AGREEMENT
-4-
5.1 The definition of Assumed Responsibili,ties set forth in Section 5 is agreed to be
complete, comprehensive and exhaustive. The parties agree that Jhe Buyer shall not be
deemed to have assumed additional responsibilities that are not expressly enumerated herein.
The term "hazardous substances", as used in this paragraph 5, shall mean any substance
, heretofore or hereafter designated as hazardous under the Resource Conservation and
'Recovery Act, 42 U.S,C. Sec. 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S,C.
,Sec. 12Q7 et seq.; the Clean Air Act, 42 U.S.C. Sec. 2001 et seq.; the Comprehensive
Environmental 'Response Compensation and Liability Act of 1980, 42U.S.C. Sec. 9601 et seq.;
or the Hazardous Waste Cleanup~Model Toxic Control ACt, RCW 70.1 05D all as amended and
subject to all regulations promulgated there under.
5.2 Buyer shall forever, save, defend, holq harmless and indemnify the Seller, Seller's
subsidiaries and affiliates, directors and employees, insurers and agents from:
a. Any claims, demands, penalties, causes of action, attorney fees, consultant fees or
other costs (the "Costs") arising from or related to the Assumed Responsibilities.
b. Any third party claims or suits relating to the presence of hazardous substances on the
Property and, in sediments in Smith Cove, excluding Claims by third parties for personal
, injury and property damage which arose prior to the Closing Date as set forth at Section
5 d. above .
c. Any responsibility to comply with any requirements imposed by any government agency
with jurisdiction over the Property, including WDOE,; relating to hazardous substances.
, ! '
6. Environmental Responsibilities Retained by Seller. Buyer's Assumed
Responsibilities specifically exclude, and the Seller's "Retained Responsibilities" include, all
er:wironmental obligations, liabilities and responsibilities not expressly listed in Section 5, above,
including without limitation the following potential claims and/or conditions: .
a. Requirements of applicable Environmental Regulations for investigatiori and/or cleanup
of hazardous substances that may have come to be located elsewhere as the result of
the past sale, transportation or disposal of said hazardous substances by Seller or
anyone that acted on Seller's :behalf. ' '
b. Claims by third parties relating to hazardous substances that have come to be located
elsewhere by: mechanisms including but not limited to the past sale,' transportation or
disposal of said hazardous substances by Seller or anyone that acted on Seller's
behalf..
. ,
c. Any costs incurred by the Seller or its affiliates, parent companies, partners, consultants,
representatives and agents relating to hazardous substances or the allegation of
hazardous substances located at, on and/or under the Property and/or Adjoining
Properties.
d. Any claims or portions of claims by third parties relating to costs incurred prior to the
Closing Date and .relating to hazardous substances or the investigation thereof located
at, on and/or under'the Property and/or Adjoinihg Properties.
PURCHASE AND
SALE AGREEMENT
-5-
e. The "hazardous substances!', as used in this paragraph 6 shall mean any substance
heretofore or hereafter designated as, hazardous under the Resource Conservation,and
Recovery Act, 42 U.S.C. See, 6901 et seq.; the Federal WaterPollution Control Act, 33
U.S:C. Sec. 1257 et seq.; the Clean Air Act, 42 U.S.C. Sec. 2001et seq.; the
Comprehensive, Environmental Response Compensation and Liability Act of 1980, 42
U.S:C. Sec. 9601 et seq.; or the Hazardous Waste Cleanup-Model Toxic Control Act,
RCW 70.'105D all as amended and subject to all regulations promulgated thereunder.
6.1 Seller shall forever, save, defend and hold harmless the Buyer, its
commissioners, employees, insurers and agents from any. claims, demands, penalties, causes
of action, attorney fees, consultant fees or other costs (the "Costs") arising from or related to
the Retained Responsibilities. The Buyer shall promptly notify the Seller of any such Costs and
, thereafter reasonably cooperate with Seller in Seller's defense of any such Costs.'
, ,
7. Inspectio,n and Condition of Property. The Property has been carefully inspected'
by Buyer, and Buyer finds it acceptable for its intended uses as an addition to Evergreen Park.
Except as may be otherwise provided herein (including without limitation the provisions included
in Sections 5 and 6, above) and as contajned in the Reports, Buyer hereby accepts the
Property ,in the condition existing on the date it executes this Agreement and confirms that
neither the Seller nor any agent or representative of the Seller has' given or made any warranty
or representation whatsoev~r concerning ,the physical condition thereof or its suitability for the
uses or purposes to which the same may now or hereafter be placed.
8. Seller's Representations and Warranties. Seller represents and warrants to Buyer
the following:
8.1 Seller represents and warrants that to the best of Seller's knowledge and belief the
Reports when taken collectively accurately set forth the environmental condition of the Property
and accurately set forth the presence of hazardous substances that are on, in" under, ,have
migrated from, are migrating from, or.in the soil and groundwater of the Property. The term
"hazardous substances", as used herein, shall mean any substance heretofore or hereafter
designated as hazardous under the Resource Conservation and Recovery Act, 42U.S.C. See
6901 et seq'.; the Federal Water Pollution Control Act, 33 U.S.C. Sec. 1257 et seq.; the Clean
Air Act, 42 U.S.C. Sec. 2001 et seq.; the Comprehensive Environmental Response
Compensation and Liability Act of 1980, 42 U.S.C. Sec. 9601 et seq.; or the Hazardous Waste,
Cleanup-Model Toxic Control Act, RCW 70.1050 all as amended Clnd subject to all regl:Jlations
promulgated thereunder.
'8.2. Seller has delivered, or will deliver to Buyer within 2 days of execution of this
Agreement, full and complete copies, of (1) any existing surveys, geological reports, tests, and
hazardous materials reports or ,investigations of the IDroperty and (2) all government permits,
licenses 'and approvals, any existing appraisals of the Property or any portions thereof, and any
studies or other reports or information in the possession of Seller which pertain in any way
whatsoever to the Property, including without limitation, the condition thereof and/or any present
or potential development and/or use of the Property (all of which items in this clause being
collectively, the "Development Documents").
PURCHASE AND
SALE AGREEMENT
-6-
8.3 The condition of the Property for, Buyer's contemplated use shall meet the approval'
of Buyer, in Buyer's sole discretion, to be determined by Buyer and approved or rejected on or
before forty-five (45) days after the date of execution of this Agreement (the "Due Diligence
Period"). During the Due Diligence Period, Buyer, its designatf?d representatives, attorneys and
auditors or agents, shall have the right at 'Buyer's expense to (i) conduct an inspection of the
Property; (ii) obtain further environmental assessments ofthe Property; (iii) examine all records'
and:information in the possession Seller or any property manager or other agent of Seller
pertaining to past, present or.future construction, condition and op~ration of the Property (the
"Records"), and (iv) make copies of the Records, at Buyer's own expense, during business
hours and upon reasonable notice to Seller.
8.4 Buyer, its designated representatives or agents shall have the 'right upon
reasonable notice and during reasonable hours to enter the Property and conduct
environmental, structural and civil investigations of the Property. The inspection of the Prop~rty
shall not physically damage the Property or unreasonably interfere with the usual operation of
the Property by Seller.
8.5 If Buyer concludes that the Property fails to meet Buyer's standards in Buyer's sole
discretion, Buyer may terminate this Agreement upon written notice to Seller on or before the
, expiration oftheDue Diligence Period. If-no notice is given by Buyer to Seller waiving or
satisfying the contingencies in this Section prior to the end of the Due Diligence Period, Buyer
will be deemed to have terminated this Agreement and neither party shall have any further
obligation to the other hereunder.
8.6 From and after the date of execution hereof, unless this Agreement is terminated in
accordance with -its terms, Seller'shall not, without the prior written consent of Buyer: (i) 'enter
into any agreement, contract, commitment, lease or other transaction that affects the Property
in any way; provided that Seller may enter into any service or maintenance contracts with terms
expiring on or prior to the Closing Date, or (ii) sell, dispose of or encumber any portion of the
Property.
8.7 There are no other contracts or agreements in force or effecUor sale of all or any
portion of the Property, and Seller agrees not to enter into any such contracts, or agreements
between the date hereof and Closing.
8.8 There is no action, suit, investigation or proceeding (administrative or otherwise)
pending or threatened against or affecting the Property or.any portion of it, the transactions
contempiated hereby, or which might affect the right of Buyer to own, operate, develop or
possess the Property or which might have a material effect on the business of the Property or
result in any liability of Bl,!yer with respect thereto. '
8.9 There is no pending or threatened dispute or action concerning the boundaries of
the Property as currently utilized by Seller.
PURCHASE AND
SALE AGREEMENT
-7-
8.10 Except as previously disclosed; andidentifie9 and disc;;ussed in the Reports
relating to the presence of hazardous substance both:on and originating from the Property,
Sell~r has no knowledge of any latentdefects~in the Property which would not be discovered in
a normal non-invasive inspection of the Property or whichhas<not been discussed in the .
Reports. '
8.11 Seller's execution, delivery and consummation of this Agreement shall not result in
any default or violation of any agreement or law by which Seller is bound or which will result in
any lien, charge or encumbrahce on the Property. '
8.12 All persons and .entities supplying labor, materials and equipment to the Prope(1:y ,
have been paid and there are no claims of liens or service' contracts applicable tb the Property.
8.13 The representations, warranties, hold harmless and indemnification contained
herein are a material and negotiated part of the consideration provided by ~eller to Buyer ahd
were an, inducement to Buyer to enter into this transaction: The representations, warranties,
hold harmless .and indemnification contained herein shall not merge into the deed or any other
document provided to Buyer but, rather, shall survive the dosing of the transaction
contemplated herein'and be and ,remain separate, and enforceable beyond:the closing. Seller
, ,
shall indemnify, defend and hold Buy~r harmless from and against any cause, claim, loss,'
damage or expense, in~ILiding attorneys' fees, which Buyer suffersas a result of a breach of
the representations, warranties and covenants contained in this Agreement. It is expressly
agreed and understood that the effect of the represent~tions and warranties made in this
Agreement shall not be diminished or deemed to be waived by any inspections, tests,
investigations, or discoveries made by Buyer or its agents.
9. Buyer's Authority. Buyer hereby represents and warrants that Buyer is a
Washington municipal corporation duly organized, validly existing and in good standing under
the laws of the State of Washington. Buyer has full, right, power and authority to execute this
Agreement. No other authorizations or approvals, whether of governmental bodies or
otherwise, will be necessary i~ order for Buyer to enter into this Agreement.
, '
10. Buyer Contingencies: Buyer's obligations under this Agreement are subject to
satisfaction of the following conditions precedent:.
a. Buyer shall advise Seller in writing pursuant to Section 4.3 what exc~ptions to
title, if any, will be accepted by Buyer. Only those exceptions approved in writing by Buyer shall
constitute "Permitted Exceptions". If Seller shall fail to' remove any suoh objectionable '
exceptions from title prior ten (10) days before the Closing Date, and Buyer is unwilling to t~ke
title subject thereto, Buyer shall have the right to terminate this Agreementwithout further.
obligation to'either party. < .
b. ' Seller's representations and, warranties set forth herein shall be true, correct
and complete as of the Closing and shall be deemed automatically reaffirmed on the Closing
Date as true and correct.' '
PURCHASE AND
SALE AGREEMENT
-8-
c. The foregoing conditions contained in this Section 10 are intended solely for
the benefit of Buyer. If any of the foregoing conditions are riot satisfied, Buyer shall have the
right, at its sole election, either to waive the condition in question and proceed with the
purchase or, in the alternative, to terminate this Agreement, without further obligation to either
party.
11. Escrow. Upon execution of this Agreement, the parties hereto shall deposit an
executed counterpart of this Agreement with Trans Nation Title Insurance Company of
Bremerton, Washington (the "Escrow Holder") and this Agreement shall serve as the
instructions to EscroW Holder for consummation of the purchase and sale contemplated hereby.
Seller and Buyer agree to execute such additional and supplemental escrow instructions as
may be appropriate to enable the Escrow Holder to comply with the terms of this Agreement;
provideq, however, that in the event of any conflict between the provisions of this Agreement
and any supplemental escrow instructions, the terms of this Agreement shall control.
12. Closing. The closing hereunder (the "Closing") shall be held and delivery of all
items to be made at the Closing under the terms of this Agreement shall be made at the offices
of Escrow Holder within ten (10) days of t~e satisfaction of all contingencies but in no event
later than September 19, 2005, or such other date as Buyer and Seller may mutually agree in
writing. Such date may not be otherwise extended without the written approval of Seller and
Buyer, except as otherwise, provided in this Agreement. All documents shall be de.emed
delivered on the date the Deed is recorded.
12.1 In the event the C'losingdoes not occur on or before the Closing Date, Escrow
Holder shall, unless it is notified by both parties to the contrary, return to the depositor thereof
items which may have been deposited hereunder. Any such return sh,all not, however, relieve
either party hereto of any liability it may have for its wrongful failure to close.
13. Documents'to be Delivered by Seller for Closing. On or prior to the Closing
Date, Seller shall deposit with Escrow Holder, the following:
a. The Deed duly executed and acknowledged by S~lIer, which includes use
limitations restricting the use of the Property to that of a City park, together with a duly signed
real estate excise tax affidavit;
b. A standard owner's policy of title insurance with liability in the amount of
$1,000,000.00, naming the Buyer as insured;
c. Seller's portion of all costs and fees as provided for in Section 15.
d. Any reconveyance documents required to eliminate of record any existing
deeds of trust and other security instruments which are a lien on the Property;
e. Such resolutions, authorizations, certificates, court orders or other documents
or agreements relating to Seller, as shall be reasonably required in connection with this
transaction;
PURCHASE AND
SALE AGREEMENT
-9-
f. Any other documents, instruments, data, records, correspondence or
agreements called for hereunder which have not prevldLisly been delivered;
g. Such other instwments as are reasonably required by Escrow Holder or
otherWise required to close the escrow and cdnsummate the purchase of the Property in
accordance with the terms hereof; and, ,
14.: Documents to be Delivered by Buyer for Closing., On or before the Closin~
Date, 'Buyer'shall deposit with Escrow Holder'the following:
- " . -
a. The B\1yer's portion of costs and fees as set forth in Section 15;
. b. Written approval of the Deed;
, ..
" c. Such resolutions, authoriz~tions, certificates, court orders or other qocuments
or agreements relating to Buyer, as shall, be reasonably required in connection with this
transaction;
d. Any other documents, instruments, data, records, Gorrespondence or
agreements called for hereunder which have not previously been delivered; and
e. Such other instruments as are reasonably required by Escrowl;-lolder or
otherwise required,to close the escrow and consummate the purchase of the Property in
accordance with the terms bereof; and
f. Written substantiation from the WDOE'that ithas approved a remedial
approach for the Property substantially simii~r to that approv~d for the Evergree[1 Expansion
Project site, including the imposition of the requirement that the deed to the Property limit the
use of the Property to that of a City park. .
15. Prorations. All rev,enues 'and all expenses'of the Property, including: but not limited
to, real property taxes, special' assessments, rents, water, sewer an,d utility charges, amou~ts
payable under the Agreemenf annual permits and/or inspectioJ1 fees (calculateq on the basis of
the respective periods covered thereby), and any other expenses normal to the ownership, use
operation and maintenan.ce of the Property s.hall be'prorated as of 1:2:01 a.m. on the Closing
Date. .
16. Costs and Expenses Paid at Closing. The Buyer shall pay the cost of the'
premium for ~ny extended owner's policy of title insurance it nlaydesire to secure, all ,
, applicable real estate excise taxes, and the cost of any other dbcumentaryor other transfer
taxes applicable to the sale. The escrow fee and costs of recording shall be paid split equally
by the parties. Each party shall bear its own attorneys' fees for negotiating and' drafting this
Agreement. .
17. Possession. Possession of the Property shall be delivered by-Seller to Buyer on
the Closing Date.
PURCHASE AND
SALE AGREEMENT
-10-
18. Default and Remedies. In the event of a. material breach or default in or of this
Agreement or any of the 'representations, warranties, terms, covenants, conditions or provisions
hereof by Buyer or Seller, then' the other party shall have, in addition to a c;laim for damages for
such breach or default, and in addition to and'without prejudice, to any other right or remedy
available under this Agreernentor at law or equity, the right to (a) demand. and have specific
performance of this Agreement; or (b) terminate this Agreement upon written notice without
liability to the other party.
19. Litigation. In the event either party hereto finds it necessary to bring an action
against the other party to enforce anY' of the terms, covenants or conditions hereof or any
instrument executed pursuant to this Agreement, or by reason of any breach or default
hereunder or thereunder, the party prevailing in any such action or proceeding shall be paid all
costs and reasonable attorneys' fees by the other party, and inthe event any judgment is
secured by such prevailing party all such costs and attorneys' fees shall be included in any such
judgment. The reasonableness of such costs and attorneys' fees shall be determined by the
court and not a jury.
20. Brokers and Finders. Each party represents. to the other that no broker,or,finder
has been involved,in this transaction. ,In the event of a claim for broker's fee, finder's fee,
commission or other similar compensation in connection herewith, the party that incurred such
a fee or obligation shall be solely responsiole for the payment thereof.
21. Notices. All notices, demands, requests, consents and approvals which may, or
are required to be given by any party to any other party hereunder, shall be in writing and shall
be deemed to have been duly given if delivered personally, sent by facsimile, sent by a
nationally recognized overnight del,ivefy service, or if mailed or deposited in the United States'
mail and sent by registered or certified mail; return receipt requested, postage prepaid to:
Seller at:
ChevronTexaco Business and, Real Estate Services
Real Estate Downstream Properties
2613 C,a'mino Ramon, Bishop Ranch 3
San Ramon, CA 94583-4289
Attention: Mr. Charles Whiteneck
Buyer at:
City of Bremerton
AUn: Office of Economic Development
239 4th Street
Bremerton, WA 98337
With a copy to:
City Attorney ,
345 6th Street,#600
Bremerton, W A 98337
or to such otner ad(jress as either party hereto may from time-to-time designate in writing and
deliver in a like manner. All notices shall be deemed complete upon actual receipt or refusal t,o
accept delivery. Facsimile transmission of any signed.original document and retr,ansmission of
any signed Jacsimile transmission shall be the same as delivery of an original document. At the
request of either party or the Escrow Holder, the parties will confirm facsimile transmitted '
PURCHASE AND
SALE AGREEMENT,
-11-
, '
signatures by:signing an original documenf If t'he last day 6f a period falls pna day,on which '
the recording office of the county jn\Nhith the Property is clbsed, th? expirqtionotthe period
,shall be extended to me first ,day thereafter in which a'ny sUGhrecording office is open.
, 22," Amendment. No modification; tenilination or amendment of this Agreement may
be mape ,except by written agreem~nt ,signed by all parties.' '
. " 2~. Waiver. t--!o failure by Seller or Buyer to, insist upon .the strict performance of any
'covena~t~ duty agreem~nt, or conditi6n of this,Agreement or' to' exercise any right or (efT;ledY
consequent upon a breach thereof ,shall coristitut~ a waive~ of any such breacfl or'any other
covenant;. agreem'ent, term or condition:. Any pqrty hereto, by notice/and only"by notice as'
provideq hereiJ1may, but shall be under no obligation to, waive any of its rights',or any' '
condition~' to 'it~ ob.ligations' ~ereurider, ~.r~riyduty,' oblig,ationorc()venantof any other party'
hereto; ,No waiver shall affect or alter,thls,'Agreement, 'and each and every covenant,.
agreement, term and cO,ndition of this Agreement shall continue in full force and effect with
respect to a:nyother then existing or subseq'uent breach thereof. " ' ' ,,' .
24 Survival. All provisions ofthls' Agreement which involve obligations, duties or rigl'lts
and all representations, warr9nties and !,hdeml1ificatlons made in or to be made pursua,nt to this
Agreement shall survive the Closing Date and/or the recording of the Deed and separately, "
enforceable as' a contract. ' ' ,
, 25.,C"aptions. The captioms'of thiS Agreement are for conv~nience and reference only
andinno waY define, limit; or describe the scope Or: inte~t of this Agreement. ' .
. "
,26. Severability. In case anyone or m()re of the provisions contained in this
Agreement sha'lIfor any reason be h,eld to be invalid, ,illegal or unenforceable in any r~spect,
sucl1invalidity;'"illegality, or un.enforc~ability sh;311 not affect any other provision he'reaf and this
Agreement shali'be construed as if such invalid, illegal or unenforceable provision had never
been contained herein. ' , .
27. Counterparts. This Agreement may be executed in any'number of counte~parts,
and each sUc:h' counterpart her,eof shqll be deemed to,be an original instrument, but all such
counterparts together shall constitute but one agreerneilt
, '
, .
,28.,' Additional Acts. Except as otherwise pr6vide~ herein, in addition to the acts and
deeds, recited ,herein and contemplated to be performed, executed ahd/or delivered by Seller or
Buyer, Seller and Buyer hereby agree to perf()rm, execute and/or deliver, or cause to be
performed, executed and/or delivered, at the Closing any and all su<;:h further acts, deeds and
assurances as Huyer or Seller, as the 'case may be, may reas6naply require to, (a) evidence
and vest in th~ Buyer the ownership of-and title to the Property, 'and (b) consummate the
transactions contemplated hereunder. ' "
29. Neutral Authorship. Each ofthe provisions of thi$ Agr:eement has been reviewed
and riegoti~Hed, and represents the combined work product of ,both parties hereto. No
pre?uniption or other rules of construCtion which would, interp'ret the' provisions of this
Agreenient in favor of or against the party preparing.the SClme shall be applicable in ,connection
with the construction or interpretation of Efny of the provisions of this Agreement
PURCHASE AND
SALE AGREEMENT
-12-
30. Governing law. This Agreement and the tight ofthe parties hereto shail be
governed by and construed in accordance with the laws of the State of Washington and the
parties agree that in any such action venue shall lie excl~sively in Kitsap County, Washington.
31. Time of Performance. Time is specifically declared to be of the essence of this
Agreement and of.all acts required to be done and performed by the parties hereto.
32. Mutual Release. Except as specifically noted herein, the Buyer and the Seller do
hereby forever release and 'discharge each other and each other's respective employees and
agents from any and all claims each has against the other which (i) relate to the Property and
(ii) which arise prior to the date of Closing. This release shall not extend to any claims under
the terms and conditions of this Agreement.
33. Entire Agreement. The entire agreement between the parties hereto is. contained
in this Agreement; and this Agreement supersedes all of their previous understandings and
agreements; written and oral, with respect to this transaction. Neither the Seller nor the Buyer
shall be liable to the other for any representations made by any person concerning the Property
or regarding the terms of this Agreement except to the extent that the sam~ are expressed in
this Agreement. This Agreement may be amended only by written instrument executed by the
$eller and the Buyer subsequent to the date hereof, and approved by the City Council for the
City of Bremerton.
IN WITNE~S WHEREOF, the parties have executed this, Agreement as of the day and
year first above written.
'THIS AGREEMENT CONTAINS INDEMNIFICATION AND RELEASE
PROVISONS.
C,ITYOFBREMERTON
CHEVRON U.S.A. INC.
By:
Title: .
By:
Title:
PURCHASE AND'
SALE AGREEMENT
-13-
Exhibit "A"
That real property and existing improvements located on real property consisting of
approximately 1.5acres that is bordeled by the Pbrt of Washington Narrows on the'
east, the Gity of Sremerton sewage pump station property and Smith Cove on the north,
Highland Avenue on the west, :and, residential property)ocated to the south, and
comrponly known as 1310 Highland Avenue, Bremerton, W,ashington.
PURCHASE AND
SALE AGREEMENT
-14-
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iI Roger A. Lubovich, City Attorney
I,'
i
II
,:<
i Memorandum
it.
To: Mayor Bozeman
City Council
> '"_ .~ _" c-..'
"'.",......,...
Roger A. Lubovich, City Attom~j>f~.~:~' .
Chevron Purchase and Sale Agreement
From:
-m,,,,",, __,__ "'''''-',>
~
He:
Date:
December 20, 2005
On December 22,2005, I contacted Jon Robbins, Chevron's attorney, to request one final change to the
Chevron Purchase and Sale Agreement.. On page 4, the provision requiring the City "to place "sheerwall
metal pilings",' "rip-rap" or other materials along the portion of the Property that is adjacent to Smith
Cove suitable to prevent and inhibit the future erosion and possible release of contamination into the
water at Smith Cove" has been removed. The City's current plan for the site, if purchased, consists. of a
soil cover. It does not include a sheer-wall or other similar barrier. I was concerned that the City's plan
would be inconsistent with this provisio~. The final version of the purchase and sale agreement
incorporates this change as well as the eafIier changes presented to the City Council.
A red-line version of page 4 of the Purchase and Sale Agreement is attached to this Memorandum for
your reVIew.
b. Compliance at, on and/or under the Property and/or Adjoining Properties with applicable
sediment cleanup levels promulgated under the Sediment Management Standards or
other applicable Environmental Regulations and relating to the hazardous substances
described in this Section 5; ,
c. Claims by third parties relating to costs incurred after the date of closing to inv~stigate
or remediate the hazardous substances described in this Section 5. The claims by third
parties for expenses incurred before the Closing Date are specifically excluded from
Assumed Responsibilities. The term "incurred" mean$ to have actually expended
funds or be legally obligated to pay for services provided. For example, if a consultant
of a third party did work prior to and after closing then Seller would be obligated for the
charges f9r work done prior to closing and Buyer would be obligafed for charges for
work performed after c:;/osing;
d. Claims by,third parties for personal injury and property damage arising after the Date of
Closing associated with hazardous substances described in this Section 5. The claims
by third. parties for personal injury and property damages arising before the Closing
Date a're specifically excluded from Assumed Responsibilities incurred prior to the
Closing Date. The term "arising" means that point in time when the damage
complained of is sustained and not when causes are set in motion which ultimately
produce the damage to person or property; .
e. , Natural Resource Damages Claims or similar claims for damages which arose after the
Closing Date asserted by any Native American Tribe, federal agency or state agency for
contamination or degradation of natural resources relating to hazardous substances
described in this Section 5.;
f. With regard to claims, it is the intention of the parties to divide responsibility for claims
as ofth~ date of closing. Theparties recognize that some claims will be dearly pre-
closing, some claims will be clearly post-closing and some claims will require allocation
as between pre and post closing. '
g, Buyer specifically assumes the sole responsibility for the demolition and removal at its
sole c:;ost ahd expense of the dock facility ~np associated pilings and dolphins; located
adjacent to the Property at Smith Cove and previously operated by Seller as an adjunct
facility to its fuel distribution and storage operations conducted on the Property.
h. Buyer specifically assumes the sole responsibility, as part of its future development and
incorporation of the Property as part of Evergreen Park.:., to place "sheerv/311 mct31 .
. pilings", "rip r3p" or othcr m3teri31s ;Jlong the portion of the Property th:Itis 3dj3cent to
Smith Cove suit3ble to" prcvent :Ind inhibit the futuro erosion and possiblc role:Isc of
cont:Imin:Ition into the":':Itcr:It Smith Cove.
PURCHASE AND
SALE AGREEMENT
-4-
Parametrix
Date:
To:
From:
Subject:
cc:
Project Number:
Project Name:
, ENGINEERING. PLANNING. ENVIRONMENTAL SCIENCES
TECHNICAL MEMORANDUM
December 19, 2005
Phil Williams, City of Bremerton Public Works
Bill Webb, Parametrix Q
Chevron Property Sedim~Characterization Study
Phil Struck, Parametrix
255-1896-063 (03/01)
Pt Narrows Beach Sewer Replacement
INTRODUCTION
The purpose of 'this. Technical Memorandum is to describe the preliminary results of the sediment
characterization study conducted in the Port Washington Narrows and Smith Cove located in Bremerton,
Washington (Figure 1). This study was conducted in support of a potential aquatic land lease from the
staty Department of Natural Resources (D$) alJ,d potential acquisition of the Chevron property.. Each
area will be considered separately for purposes of this report. The first area is called the "sewer line
corridor", and the second area is called the "Chevron property". Data from both areas will be used to
make decisions regarding future projects planned by the City ofBremerton.
This investigation consisted of collecting a total of 21 sediment samples which were submitted for
physical and chemical analysis and comparison to the Washington State Sediment Management Standards
(SMS):
On November 21, 200.5, a total of 8 (including duplicate)surface ,so~diment grab samples were collected
via boatfrom the area including Smith Cove extending south to the USS Turner Joy (stations S-l, S-2, S-
6, and C-1 through C-5 - see Figure 2 attached). Samples were collected fro:rp. the top 10 cm of sediment.
On November 29; 2005, a, total of 13 additional,sediment samples were collected in the intertidal. zone
during an extreme low tide .on and in the vicinity of the Chevron property and along the sewer corridor
(samples 8-3, 8-4, 8-5, and C-6 throughC-lO). Five sediment samples were collected from the surface to
a depth of 10 em, and, 5 subsurface samples were collected from approximately 2 feet below ground
surface (bgs) at the same locations as the surface sediment samples and three surface sediment samples
were collected along the sewer comdor. Sample locations are shown in Figures 2, \ and 4 (attached). All'
sampling was conducted in accordance with the Ecology guidelines and the Sampling and Analysis Plan
(8AP) for the site (Parametrix2005). "
FIELD OBSERVATIONS
Substrate in the sampling area generally consisted of sand, gravel and cobble. ranging in size from silt and
sand to cobbles greater than l-ft in diameter. Due to the large percentage of cobbles at several stations, '
samples were difficult to obtain and required multiple grabs that were composited and homogenized.
Debris on the beach offshore of the former Chevron property included metal pipes, bricks, concrete, and.
rip-rap. A petroleum and sulfur odor was noted along an approximately 50.j 00 ft segment of shoreline
on the nort4east side of the' site near the fueling pier. An unidentified staining was observed
, TECHNICAL. MEMORANDUM (CONTINUED)
approximately two inches below ground surface. This staining was located in the vicinity of sample
stations C-6 and C-8.
SAMPLING AND ANALYSIS
Sediment samples were analyzed for of the following contaminants in accordance with the SAP:
· Petroleum hydrocarbons using NWTPH-Dx
. Metals using EPA Method 6010/7470
. Semi-volatile organic compounds (SVOCs) and poly-aromatic hydrocarbons (PAHs) using EPA
Method 8270
· Sediment Management Standards (SMS}parameters (including metals and semi~volatile
organics), as specified in WAC 173-204-320.
Table 1 lists all sample numbers and analytical parameters for each sampling location. Analytical results
were compared to the Marine Sediment Quality Standards (SQS)- WAC 173-204-320, (See Table 2 -
attached) to assess sediment quality. . For organic chemicaJs whose numerical criteria are TOC-
normalized, tables include both dry-weight and TOC-normalized concentration values. Analytical results
are shown in spreadsheet form in attached Table 2. '
Table 1. Sampfe Location and Analytes
Site
Sewer Line Corridor
Chevron Property
Sample 10
. S-1 through S-6 '
- --.. .. ------. .---- .. ..
C-1 through C-4
C-5 through C-10
C-5-S through C-10-S
Analytes
All SMS Parameters
-.. -- -- ,.--- -.-.-- -..-,. -- .... --- "...-,- - .. .. --......
All SMS Parameters, TPH-Dx
Metals, SVOCs, PAHS, TPH~Dx, TOC
Metals, SVOCs, PAHS, TPH-Dx, TOe
RESULTS
Sewer Line Corridor
Six samples Were collected in this area (S-1 through S-6) and analyzed for SMS parameters. No
Sediment Quality Standard (SQS) was exceeded in any sample (See Ta.ble 2). Sediment along the
proposed sewer line corridor geIlerally contained trace concentrations of metals, semi-volatile organic
compounds (SVOCs), poly aromatic hydrocarbons (P AHs), and petroleum compounds.
Chevron Property
A total of 5 sediment samples were collected offshore of the Chevron property, and 10 samples were
collected within the intertidal area. Offshore samples (C-1 through C-5) were colJected ill both the Port
Washington Narrows and ' Smith Cove at estimated elevations that ranged from -2 ft to -12.8 ft. MLLW.
No chemicals detected in off-shore samples exceeded SQS.
Cily of Bremerton
Pt Narrows Beach Sewer Replacement Project
2
255-1896-063 (03/01)
December 2005
TM-Sediment Characterization. doc
TECHNICAL MEMORANDUM (CONTINUED)
In the intertidal area, sample location C-8 exceeded SQS for fluoranthene, chr)rsene, benzofluoranthenes,
and Total HP AHs. No other samples exceeded applicable SQS levels. Table 2 shows results in
comparison to SQS;
FURTHER TESTING
Based on sample results, no further action appears necessary or warranted at any location except the
surface sample from station C-8.'. Washington Administrative Code (WAC) 173-204-310 allows a
confirmatory marine biological test (bioassay) ,to be performed (WAC 173-204-315) when one applicable
chemical orhllinan health criterion in WAC 173-204-320 through 173-204-340 is exceeded. Pursuant to
this, an additional sample was collected from station C-8 and delivered on December 13,2005 to Weston
Environmental Laboratory ill Port Gamble for bioassay analysis.
FINAL REPORT SUBMITTAL
The information presented in this Technical Memorandum should be considered preliminary pending
receipt of fmallaboratory results and formal data validation. Final lab data with validation is expected in
January 2006.
Following receipt of final bioassay results in mid-January, a draft Sediment Characterization Report will
be prepared., The draft report is anticipated to be suilmitted for City review by the end of January 2006.
City of Bremerton
Pt Narrows Beach Sewer Replac~ent Project
3
255-1896-063 (03/01)
December 2005 '
TM-Sedlment Charactenzatron.doc
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urn
Office of the City Attorney
.' Roger A. Lubovich, City Attorney
..Memorandum
To: Mayor Bozeman'
City Council
.. l ~. ':-~ .~~_.<<~~~==-~~;:~':'::::::;f~.
Roger A. LuboVIch, City Attorney.,.., </t~;;:~~^'..~::..,
, A,~:j'''''";''::'''~
Chevron Purchase and Sale Agreement
From:
""-~ ...
He:
Date:
August 24, 2005
The purpose of this memorandum is to clarify the liability ~xposure to the City with regard to the
proposed purchase of the Chevron site. This clarification is the result of conversations I hav~ had with
'Chevron's legal counsel, Mr. Jon Robbins, and his proposed amendments to the language of the
agreement to clarify the liability of the parties. For your review, attached are:
1. My memo tQ you dated February 16,2005;
2. A letter from Michael B. Gillett ofM~Elroy Law Fiim;
3. An email from Jon Robbins, Chevron's legal counsel; and
4. The updated proposed purchase ~nd sale agreement.
My February,16 memo to you set forth what I believed to be the liability exposure to the City. The memo
. noted that the agreement was unclear as to the meaning of some.of the language. As a result, I contacted
Mr. Robbins for clarification. The attached red-lined agreementmodifiesthe language to more clearly set
'forth Chevron's intention with regard to City's'liability. Chevron's email states that their position on the
City's assumption of liability has never changed.
Pursuant to the agreement, the City is liable and responsible for all claims arising after closing as follows:
a) site compliance (soil, grol:lndwater~ and surface water) for the site and adjoining
properties, including tidelands;
b) sediment compliance for the site and adjqining properties, includil)g tidelands;
c) third party claims for costs associated with investigation afld remediation incurred after ..
closing (ie. claims for contribution for clean-up of adjoining properties);
d) third party claims for personal injury and property damage arising after closing (ie.
claims for illness or diminution in value of adjoining property due to hazardous
substances from the site);
e) natural resource damage claims arising after closing; ,
f) re'sponsibility for demolition and removal of dock, piling and dolphins located adjacent to ,
the Property; and
g) responsibility for installation of"sheer wall," rip-rap" or other suitable material to
prevent erosion at Smith Cove." '
To summarize, the City is responsible for any and all claims and costs arising after closing for clean-up
and third party claims due to contamination of the site and any resulting contamination of adjoining
properties, mcluding tidelands.
,'Jiflf;e of the City Attorney
Roger A. Lubovich, City Attorney
. Mem'oraadUm ,.
, To:
From:
Be:
Date:
City Council
Roger A. Lubovich, City Attome~:~~~~
, :\ ---'-- -..----=::::::--~----
"~ -----.
Purchase and Sale Agreement ' , _.~
----
, F~bruary 16, 2005 ,~_______---
/
,
r
The proposed purchase and saJe agreement between the City of Bremerton (City) and Chevron, USA
. . - )
Inc. (Chevron) covers a contaminated piece ofland near Smith Cove with known hazardous
substanc'es in the groundwater and soil. I have reviewed the proposed agreement and wanted to
provide tht: fullm,ying observations. ,-
The proposed purchase and sale agreement requires the following:
· The City will assume environmental obligations, liabilities, and responsibility for all
hazardous substances at, on, orimder the purchased property-and all adjoining properties.
MOl'.:' speCifically the City assumes responsibility for (l}compliance with clean-up levels
requ ;red by law, (2) third party claims for costs incurred after closing to investigate and
remcdiate, and (3) third party c,laims for damages suffered after closing. '
· The C;it}r would not assume responsibiJ,ity for expenses aJready incurred by Chevron or others
(as of the closing date)or,for third party claims fOF damages suffered before dosing.
Chevron specifically retains responsibility for (1) costs incurred by CheVron relating to
haz,'t'cdous substances on the property or adjoining properties, (2) clean-up and claims related
toha2'ardo,us substances transported from the property, and (3) third party claims ~or costs
incurred prior to closing relating to hazardous substances,
· The City specifically agrees to demo"lish and remove the dock, pilings, and dolphins located
in Smith Cove and t~ place rip-rap materials along the property adjacent to Smith Cove.
Although the2ity does not specifically assume (nor does Chevron specifically retain) responsibility
for third part::/ claims for damages suffered befor~ the closing, the City does agree to indemnify,
defend and blld Chevron harmless from "any third party claims or suits relating to the presence of
hazardous sl~bt>tances on the Property and j'n sediments in Smith Cove." Additionally; it is not clear
how you WOUld determine when "damages suffered" would be m~asured for purposes of assigning
liability. The agreement does contemplate allocation of liability between pre and post closing in
certain circl'.U1stances.
The agreem'~ntspecifjcally states that Chevron will convey a title at closing that includes a statement
limiting the Wi\:,; of the property to that of a City park. While it is reasonable to 'believe 'that it can be
used as an extension of Evergreen Park, it is npt clear what structures or improvements,' including a
possible boardwalk, would 'be permitted on the property due to environmental constraints. The
agreement al',,;, contain.s an acknowledgement by thtl City that remediation of the hazardous
'substahces olizhe property m::J.Y require deed restrictions against the title.
ENERGY
ENVIRONMENTAL LAW
HAZARDOUS WASIT
INSURANCE
LAND USE & ZONING
UllGAllON
NAlURAL RESOURCES
PERMITS
WAITR RIGHTS
McELROY LAW FIRM, PLLC
TWO UNION SQUARE
60 I UNION STREET. SUITE 3700
SEAlTLE, WASHINGTON 98 101
RE
ITLEPHONE (206) 654-4160
FACSIMILE (206) 654-4161
www mcelroylaw com
March l6, 2005
mglllett@mwlroylaw com
MAR 2 1 2005
City of Bremerton
CIty Attorney'S Office
SENT BY EMAIL TOroger.lubovich@C.i.bremerton.wa.us
AND BY U.S. MAIL
R_Gger j.\. L'UCO\Tich.
City Attorney
City of Bremerton
345 6th Street, Suite 600
Bremerton, Washington 98337-l873
Re:
Former Chevron tank farm property
'Environmental responsibilities under draft purchase and sale agreement
Dear Mr. Lubovich:
You asked us to describe the rights, ob'ligations and liabilities that would be assumed by
the City of Bremerton with'respect to haiardous substances located on and adjacent to the fcmner
Chevron tank farm property if the City arid Chevron were to enter into the 1/24/2005 draft
purchase and sale agreement, and those rights, obligations and liabilities thm would be retained
by Chevron.
Nothing in this letter is intended to express an opinion on the environmental condition of
the former tank farm property. For purposes of our analysis, you asked us to assume that there
are petroleum hydrocarbons in the soil, sediments and groundwater ,of the property and the
adjacent property, and that the concentrations of petroleum hydrocarbons exceed the Method A
cleanup levels as currently established by regulations promulgated by the Washington
Depirtr.lent cf Eco!og)! u~der th~M0ctd T0Xicc; Control Act. '
In preparing this opinion, we reviewed the documents you provided to us. These are:
email from Roger Lubovich to Gary Sexton (11/15/2004) regarding, Chevr~n Property
Agreement; [draft] Purchase and Sale Agreement (1/24/2005); memorandum from, Roger A.
Lubovich to City Council, (2/16/2005) regarding Purchase and Sale Agreement; and
memorandum from Julie Wukelic to Gary Sexton (2/23/2005). In addition, we have relied upon
our knowledge and experience.
Representations and Warranties
Under the purchase and sale agreement, Chevron represents and warrants to the City that,
to. the best of Chevron's knowledge and belief, the reports identified in Exhibit B, when taken
collectively, accurately set forth the environmental condition of the property and accurately set
forth the presence of hazardous substances that are on, in, under, have migrated from, are
migrating from, or in th~ soil and.groupd water of the property. Paragraph 8.1 ,
C \DOCUMEnTS AND SETrINGS\MGILLETI\DESKTOP\RLUBOVICH 03 I 62005 LTR' DOC
Roger A. Lubovich
March l6, 2005
Page 2
Significantly, this is not a warranty that the reports accurately set forth such
environmental. conditions or presence of hazardous substances. It is merely' a warranty that
, Chevron has no knowledge or belief that the reports are inaccurate. In fact, the purchase and sale
agree expressly states that the City accepts the property in its existing condition, and disclaims
that Chevron' "has given or made any warranty or representation whatsoever concerning the
physical condition" of the property. Paragraph 7. In other words, even if the reports are
inaccurate,., Chevron is in breach of its warranty only if it had knowledge or belief of the
maccuracy.
The City may wish to seek a warranty from Chevron that the reports are accurate and .
complete. Such a warranty may be particularly important given the cleanup responsibilities and
exposure to third-party liability that the City is assuming, as discussed below. '
The documents listed in Exhibit B offer protection to the City against unknown
environmental conditions or hazardous substances only to the extent that they are accurate and
complete. Under the purchase and sale agreement, Chevron is to deliver these documents to the
City, within 2 days ,of execution of the agreement. Paragraph 8.2. The CitY has until 45 days
after execution to approve or reject the sale. Paragraph 8.3: In order to protect itself, the City
would be well-advised to obtain an independent evaluation of the quality and rho~oughness of the
reports. This evaluation should be conducted by a qualified environmental consulting firm that
is independent, of Chevron and Chevron's consultants. ' It may be neces~ary. for the City to
conduct additional environmental assessments of the property, including field work and
additional document review. This is permitted under the purchase and sale agreement.
Paragraphs 8.3 and 8.4.
Allocation of Responsibilities for Hazardous Substances
The purchase and sale agreement allocates the responsibilities of the parties for
regulatory compliance, third-party claims and liability with respect to hazardous substances. The
term "hazardous substances~' is defined broadly. It includes, but is not limited to, petroleum and
petroleum products (v.rhich are covered by the Model Taxies Cont!o1 Act definition). Paragraphs
5.l and 6e.
('l) Regulatory Compliance. Chevron states that it is not willing to convey the
property to the City unless the City assures it either that the property will be cleaned up to the
highly stringent Method A cleanup levels under the Model Toxics Control Act,' or that the
Department of Ecology will agree to a less stringent cleanup similar to that approved as part of
the Evergreen Expansion Project. Recitals, p. 2. Therefore, th~ purchase and sale agreement
requires that, on or' before the closing date, the City deposit into escrow written substantiation
from the Department of Ecology that it has approved a remedial approach for the property
substantially similar to that approved for the Evergreen Expansion Project, including' deed
restrictions limiting the use of the property to that of a city park. Paragraph 14g.
The parties should allow sufficient time before closing to obtain approval by the
Department of Ecology. We assume that the City will seek a remedial action grant from the
lVfr,F.I,ROY I,A\-" FIRM. PLLC
Roger A. Lubovich
March l6, 2005
Page 3
Department of Ecology, and to that end will be proposing a prospect~ve purchaser consent
decree. If the City has not already opened discussions. with the department as to what it 'will
require to approve a prospective purchaser consent decree for this property, it may wish to do so
before committing to a timeframe for closing.
It is common for a seller to accept responsil?ility for remedial costs associated with
known contaminants, and for the' purchaser -, after conducting a thorough du~ dihgence -: to
accept responsibility for unknown contaminants or conditions'. However, under the purchase ,and
sale agreement, the City would be responsible for compliance with regulatory cleanup levels for ,
soil, ground water, surface water and sediments at, on and/or under the property (or adjoining
property if the hazardous substanc.e originated on th~ property). Paragraphs 5a and 5b., In
addition, the City would be responsible for compliance with all other environmental regulations
cop,cerning hazardous substances. Paragraph 5c;
The only responsibility for cleanup retained by Chevron would be at other sites where
hazardous substances,' from the property" have come to be located through the past sale,
transportation or disposal 'by Chevron or anyone acting on Chevron's behalf. Paragraph 6a.
(2) , Third-Party Claims. The stated intent of the purchase and sale agreement with
respect to allocating responsibility for, third-party claims is' to allocate such responsibility in
accordance with whether the relevant cost was:incurred or damage suffered before or after the
date of closing -;- with some claims including both pre- and post-closing elements. Paragraph 5g.
As mentioned above, an alternative way to allocate responsibilities - and one that is commonly
used - is to hold the seller responsible for claims that relate to known' contaminants and
conditions, and to hold the purchaser responsible for claims relating to unknown contaminants
and conditions.
Investigattveand remedial costs. The City would be responsible for thi~d-party claims
for the costs "to investigate or remediate" hazardous substances where such costs are incurred
(i.e., actually expended or legally' obligated) after' the closing date. Paragraph Sd. Chev~on
v;odd lJe respor.siblc for third-party c13.im~, (If p0rtions of claims, for cost1' "relating to
hazardous substances or the investigation thereof' where such costs are 'incurred prior to the
closing date. Paragraph 6d.
Damaze claims. The City would be responsible for third-party claims for damages, and
claims of federal, state or tribal governments for natural resource damages, where the damages:
are suffered after the date of closing. Paragraphs 5e and 5f. The purchase and sale agreement
expressly states that third-party damage claims for damages suffered before the date of closing
are excluded from the City's responsibility. Paragraph 5e. Therefore, responsibility for such
claims is retained by Chevron. Paragraph 6. However, as discussed below, the purchase alid
sale agreement appears to have the City indemnifying Chevron against these claims.
Qjf-site liability. Chevron would be responsible for third-party claims relating to
hazardous substances th(lt have come to be located elsewhere through such means as the past
sale, transportation or disposal of such hazardous substances by Chevron or anyone acting on
McELROY LAW' FIRM. PLLC
Roger A. Lubovich
March 16, 2005
Page 4
chevron's behalf. Paragraph 6b. This appears to include claims for investigative and remedial
costs, damages; and natural resource damages. Also, Chevron's retained responsibility appears
to 'apply both to pre-closing and post-closing claims.
, '
, . Other Allocations. Chevron retains all environmental obligations, liabilities and
responsibilities that are not expressly allocated to the City. Paragraph 6. In addition,' Chevron
would pe responsible for costs it has incurred (or that have been incurred by its affiliates, parent
companies, partners; consultants; representatives and agents) relating to actual or alleged
hazardou~ substances at, on and/or under the property ,ocadjoining property. Paragraph 6c..
The City would be responsible for demolishing and removing the dock facility and
associated pilings and dolphins, and for placing rip-rap material adjacent to Smith Cove to
prevent erosion and possible releases of hazardous substances. Paragraphs 5h and 5i.
Hold Harmless Agreement
The. parties would save, defend and hold harmless one another fmm "any claims,
demands, penalties, causes of action, attorney' fees or other costs" arising from or related to their
respective environmental responsibilities: allocated under the purchase and sale agreement
Paragraphs 5.2a and 6.l., (The agreement also recites that the City shall indemnify Chevron; but
the term indemnify is not used to describe ,Chevron's responsibility to the City. Ib/'d~ This
distinction probably is not meaningful, as "indemnify" and "hold harmless" generally are
understood ,as largely interchangeable. Nevertheless, a potential misunderstanding could be
avoided by drafting the two provisions with identical terms.)
In addition, the City expressly ,agrees to save, defend, hold harmless and indemnify
Chevron from any third-party claims or suits relatirig to the presence of'hazardous substances on
the property and in Smith Cove' sediments. Paragraph 5 :2b. This provision is not limited to
claims or suits for post-closure costs or damages. Thi's'is il1consistent with the purchase and sale
agreement's express exclusion of CIty responsibility for pre-closing third-party damage claims, ,
discussed above. Since the inderni1:ification in paragraph 5.2a addresses all of the City's assumed
responsibilities, this additional indemnification appears either unnecessary or overbroad. If it
serves an acceptable purpose, that purpose should be better clarified and the scope narrowed.
Finally, the City expressly agrees to save, defend, hold harmless and indemnify Chevron
from any responsibility to comply" wIth requirements rehiting to hazardous substances that are
imposed, by jurisdictional government agencies (including the Department of EcolQgy).
Paragraph 5.2c.
Conclusion
The purchase and sale agreement places cleanup responsibility on the City both for
known and unknown conditions. Chevron does not warrant the condition of the property. It only
warrants that, to the best of its knowledge and belief, the Exhibit B reports accurately des,cribe
the environmental conditiops ,and hazardous substances. 'The City might consider seeking a
broader warranty, requiring Chevron to back up the accuracy of its reports.
McELROY LA "V F:rRM, PLLC
Roger A. Lubovich
March l6, 2005
Page 5
, ' .
At a minimum, the purchase and sale agreement should be improved j:>y drafting it to ,
betterxeflect the scope of obligationsbeingassul}ie~by the~City thos,e retained by chevron. Of'
, . _"', , ;1 " ,
particular'importance~ ~he responsibility fpr third-party, damage claims ne,eds to be c'arified,as .
the description of the .City's assumed re~ponsibiliti:es 'arid the indemnity prOvided by the City to '
Chevron appear inconsistent " , ' .'
L '"
'In' any event, the City should condu~ta thot,Gughdue diligence , investigation, using an
,environmental Gonsulting firm that is-independent of Cq.evfon apd Chevt0ti'scoris~ltants; ,:the
due 'diligence &hould include a review of the Exhibit H documents forqua'lity..,md accuracy, but
should not necessarify be limited, to' mere document' review. Additi()na.l field workrriay be
required. Sufficient time should be allocated to the due diligence period to ensure that th~ ;vork'
is done.properly. " '
. 'Finally, although not' discussed a~:)Ove: we are curipus ,wheth~r Chevr~n might be insured'
under artyliabihty insurance policyapplic(ible to~.the property: Apparently; this ?ite operated
from'l95.0 to f988, and the contamin'atlon\vas discovered In 1989. Therefore,,it ''is iikely that
much of the contamination occurred'befor~ th~ rriid-1980s, whehinsurance compq.nies began
usi,ng theabsohite pollution eXGlusiQn.' Furthermore, the contamination apparently exterids to
ground water; therefore, the typical' O\yned.:.prop'erty exclusion l;kely,does not apply. Even if
Chevron were: self-insured for a portion of this period, if insurance were ,in place at any point, it
may provide a valuable sOl!;rce of lunds forclealmp. It may be beneficial both to the City and to
Chevron' to', retain t,he services of. an insurance archaeologist - firm to irlVestigate whether
, insurance exists that may contrIbute to the cleanup, aS,well as protect against third:-party Claims.
We appreciate, this' op~briunity to ~ssi~t you and y~~r client On this matter. Should you
desire further assistance by otltside counsel on this transaction, we are available as your cneeds
dictate. . '
Very trilly yours,
""'" K. T""T T'"';.A"'\T T J> ~l.T T""TF,1\.K r\"'J T""""
lVit,: t..:,Ll:,-V, 1. Ll". n r 1. ..lVI, r LLL.
~~
: '
I
I
i
Michael B. Gillett
McELROY LAW FIRM. PLLG:",
~~g~rLu~~ic'~RE: Ch~vron 13rem~erton BUlkJ='iant purCh~~e,and Sale A~!~~l~ent .-
From:
To:
Date:
Subject:
"Robbins, Jon (JONR)" <JONR@chevron,com>
"rlubovich@ci.bremerton.wa.us" <'rl ubovich@ci.bremerton.wa.us'>
8/9/2005 3:46:44 PM
RE: Chevron Bremerton Sulk Plant Purchase and Sale Agreement
Roger: Per our telephone discussion of this afternoon, I modified
Paragraph 5.2 b. I have attached new "r~d-line" and "black-line" drafts
for your final approval and presentation to the Council. We have worked
with City representatives on this matter for CJ long time and think that
the transaction benefits both the City of Bremerton and, Chevron. As I
indicated Chevron's ,position regarding the basic deal points has not
_______~_.._~...............~~M___~ r........
..fb.anged lor (Tll?re tb..~a year and have not changed since my E-Mail
message sent to you on November 3, 2003, .which was followed by the first,
draft of the Purchase:and Sale Agreement on November 11, 2004. If for
some reason the Council desires to change the major deal points which
have been approved by Chevron managem~nt, please let me know
immediately. We have all been working on this transaction. for a very
long time, and Chevron may want to go another direction if we are not
going to be able to consummate this transaction in the very near future
on the terms previously proposed.
Thanks for your assistance.
<<Bremerton Purchase and Sale-Black-Line Final.doc>> <<Bremerton
Purchase and Sale-Red-Line Final.doc>>
Jon Robbins
> -----Original Message-----
> From: Robbins, Jon (JONR) ,
> Sent: Tuesday, August 09,2005 10:16,AM
> To: 'rlubovich@cLbremerton.wa.us'
> Cc: Whiteneck, Charles (ChuckWhiteneck); O'Regan, Gerald (GRGN)
> Subject: Chevron Bremerton Bulk plant Purchase and Sale Agreement
>
> Mr. Lubovich: Thank you again for the time you spent with me on the
> telephone yesterday discussing the confusion which the last version of
> the Purchase and Sale Agreement at SectionS. had caused relating to
> the City of Bremerton's included and excluded responsibilities. I
> have spent some time reworking the language of Section 5. I have
> attached both a "red-line" and "black-line" version of the PSA for
> your' consideration.
>
>. I believe that the document now clearly indicates' at Section 5. that
> tll~,g!t2.!l!~~m~rt9n is responsible for-: a) site compliance (soil,
> groundwater, and sWface water);b)"sedJrrlenfcompiiance at the'
2~e~~p~riy-an'~"on-adToining-p';:o-perty;-cjtliiraparty claims fOrCosts
> associated WithTn-\;e-sti-gation-a~n(rre-med{atio'n "incurred -after Closing;
~_~Eh)iip~~ty,~~rai:~-s-for-R~~~Q~~Clhl~ri!i6~er9_~r-tY:?~~Q~~~~~~~,
~fle.LQlq~iD.g~.e l,n(j!LArClI re~.<~u!~e <:l?~c:1gl?"c::,1.9i~~.?~_c!.~~_<:l__~!!~
>J;,[QS!illL gLr~,~QQ.Qslb.il ity fqr,d_EHT1_()I!~2rl 9,Qg_~~f!1S>~.~,_0!.!!~~_~.J~.i!~~g .,..
'"",
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Page 1 I
",,~
I, Roger Lubovich ~ RE: Ch~~ron Bremerton Bui~"Plantp-;:Trc~~~~ and Sale Agr:ement
Page 2l
,- '..J
> and dolphins located adjacent to the Property; and h) responsibility
~.__~~__~~_~_.___-..~__u.~__~__<..,.." ~..._____
> for_ in..~!Cl:~~ti~~_?!_~~_~~~L wa!I:~, ~!E:!:~~~~~~~_e~ble material_
> to prevent erosion at Smith Cove. If after revievving the revisions I
> have -rrlade yo-u'feeT1haf-theObITg'ations of the City of Bremerton are
> still' not sufficiently clear, I invite you to propose some language
> that you are more comfortabte with. ' '
>
, :;- I made the changes you requested to the Section 21. relating to
> Bremerton notices, and I also .made changes to Sections 4: and 12.
> providing for a closing of this trans(3ction by October 1, 2005. As
> you will recall the earlier closing date was infended to occur in
> April of this year.
>
> I had earlier modified the PSA to reflect the use of Tramr Nation
> Title Company. Can you provide me with the address of the office and
> name of the escrow officer you want to work with so that an escrow can
> be set up?' ,
>
> Please let me know at you~ earliest convenience whether the PSA in its
> current form is satisfactory for you to present,and explain to the
> City Council. ,,'
>
> Thanks for your assistance.
>
> << File,: Bremerton Purchi3se and Sale-Red-Line Final.doc >>' << File:
> Bremerton Purchase and Sale-Black-Line Final.doc>>
>
> Jon N. Robbins, Senior Counsel
>
, > Chevron U.S.A. Inc.
> Environmental Law Practice Group
> A Chevron Company
> 6001 Bollinger Canyon Road, Room T-3248
> San Ramon, CA 94583 '....
> Tel (925) 842-0901 Fax (925) 842-2011
>
cc: "Whiteneck, Charles (ChuckWhiteneck)" <ChuckWhiteneck@chevron.com>, "O'Regan,
Gerald (GRGN)" <GRGN@chevron.com> '
PURCHASE AND SALEAGREE"MJ:NT
This PURCHASE AND SALE AGREEMENT (the '''Agreement'') is made, and entered
into by and between the CityofBremer:ton, a Washington municipal corporation ("Buyer") and
CHEVRON U.S.A. INC., a Pennsylvania corporation ("Seller"). '
RECITALS
, WHEREAS, Seller desires to sell, and Buyer desires to purchase, certain real pmperty ,
10catedalongShel~cm Boulevard intheCity of Bremerton, State of Washif1gton, comprised of
approximatelY 1:5 acres of land (the "Property"); and '
WHEREAS, SeUe!"'s predecessor, Standard Oil, Company of California, operated ,a bulk'
fuel storage and distribution plant on the Property and an adjacent dock from!approximately
1950 through 1988; and ' "
, '
WHEREAS, in approximately 1~89, motor fuel hydrocarbon contarnination was
discovered to be present on the Property ins'oil and groundwater, which was caused by or
resulted from Seller's operations on the Property; and '
WHEREAS, since Seller's discovery of contamination on the Property, it has heen
actively engaged in remedial and monitoring activities on the Property; and
Wt-iEREAS, <?ther real property located adjacent to the Property was formerly used by
others for commerCia! and light industrial'purposes, including fuel storage ahd maintenance
operations, which uses resulted in the release of petroleum hydrocarbon contamination into the
soil and groundwater at those sites; and
WHEREAS, Buyer acquired most of the real property located adjacent to the Property
and to Evergreen Park and following the demolition of improvements located on the adjacent
property incorporated the property as part of an expansion of Evergreen Park (the "Evergreen
Expansion Project"); and
WHEREA~, Buyer entered into an Agreed Order (No. DE OOTCPNR-835) with the,
State of Washington Department of Ecology ("WDOE"), which Order, required that Buyer
perform certain agreed upon remedial activities directed at remedi?ting contamination identified
and 10cCltedwithin the Evergreen Expansion Project area,' to levels acceptable to theWDOE but
in excess of the Method "A" Residential Cleanup Levels for Soil established by WAC 173-340-
740. Buyer further agreed to limit the uses of the property ,included within the Evergreen
ExpansionProject area to activities that are consistent with the'requirements of the Interim
Action Work Plan approved by WDOE for the property located within the Evergreen Expansion
Project; and '
PURCHASE AND
SALE AGREEMENT
July 6, 2005
-1-
WHEREAS, Buyer and Seller agree that the hazardous substances present on the
Property are substantially similar in character and concentration, to the hazardous substances
that were and are present on the property comprising the Evergreen Expansion Project, such
that the scope of the Interim Remedial Action previously performed by Buyer at the Evergreen
Expansion Project could appropriately be applied to the remediation of hazardous substances
on the Property, if the Property was subject to the same use restrictions as are applied to
Evergreen Park; and
WHEREAS, Seller has expressed its concern to Buyer, that it can not give up
possession, ownership and control of the Property due to its environmental condition, without
some assurances and guarantees that the hazardous substances present on the Property are
going to be remediated to the above-referenced Method "A" residential standards, or in the
alternative that to less stringent standards permitted and approved by WDOE. Further, Seller
has indicated to Buyer that assurances similar to those contained in the above-referenced
Agreed Order relating to the Evergreen Expansion Project site, which provide that the uses of
the property can not change if the risk of the public's exposure to harmful hazardous
substances was increased, must also be provided before it will sell the Property to Buyer.
TERMS AND CONDITIONS
NOW THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the 'parties agree as follows:
1. Prc:>perty. Seller hereby agrees to sell and convey to Buyer, and Buyef hereby
agrees to purchase from Seller, subject to the terms and conditions set forth herein, the real
property as more particularly described on Exhibit "A" (the "Property").
2. Consideration For Purchase. The Buyer shall provide the following consideration
to Seller for the Property:
a. The Buyer shall assume the "Assumed Responsibilities" as defined and on the terms
and conditions set forth in Section 5, below.
b. The Buyer shall pay Seller the sum of One Hundred Dollars ($100.00),
3. Environmental Contamination: The parties recognize that the Property is now the
subject of a Department of Ecology action to address the presence of hazardous substances in
groundwater and soil. The parties note that the nature and extent of the hazardous substances
on the Prope.rty is set forth in the following reports (the "Reports"). A list of the Reports is
attached hereto as Exhibit "B":
PURCHASE AND
SALE AGREEMENT
July 6, 2005
-2-
4. Title to Property. Seller shall convey to Buyer at the Closing which shall occur no
later than,the date of October 1,2005, (the "Closing Date"), DC hereinaftcr defined, insurable'
fee simple title free and clear of all encumbrances except the Permitted Exceptions, as defined
below, by execution and delivery of a Statutory Warranty Deed to the Property in a form
acceptable to Buyer but which include a statement limiting the use of the Property to that of a
City park (the "Deed"). Buyer understands and ,agrees that the remediation of the hazardous
substances may require certain deed restrictions recorded against title to the Property.
4.1 Seller and Buyer shall share equally the cost of a standard form title insurance
, -
policy naming Buyer as the insured (the "Title Commitment") Seller shall cause to be
furnished to Buyer legible true copies of all instrum~nts referred to in the Title Commitment as
restrictions or exceptions to title to the Property
4.2 Buyer may commission an AL TA survey of the Property at Buyer's sole expense. If
Buyer elects to commission a survey, Buyer shall provide Seller a copy of the survey. In any
event, the delivery of the survey shall not delay Closing.
4.3 Buyer shall have until thirty (30) days after execution of this Agreement by both
parties, (the "Review Period") in which to notify Seller of any objections Buyer has to any
matters shown or referred to in the Title Commitment or the Sur:vey. Any exceptions or other
items that are, set forth in the Title Commitment or the Survey and to which Buyer does not
object within the Review Period shall be deemed to be permitted exceptions (the "Permitted
Exceptions"). With regard to items to which Buyer does object within the Review Period, Seller
shall notify Buyer within ten (10) days after Seller receives Buyer's notice of objections of any
exceptions to title which Seller is not able to remove or othe':Nise resolve, and Buyer may at
Buyer's option either (i) waive its objections to such exceptions or (ii) terminate this Agreement
without further ,to either party. Encumbrances, liens and exceptions found to be unacceptable to
Buyer shall be discharged by Seller at least ten (10) days prior to Closing.
4.4 The Seller represents and warrants that there are no leases affecting the Property.
5. Environmental Responsibilities Assumed by Buyer. After the Closing Date (as
defined below), Buyer shall be responsible for the following "Assumed Responsibilities" relating
specifically'to hazardous substances that are identified in the Reports and which (i) are located
at, on' and/or under the Property immediately prior toand after the Closing Date, and/or (ii) are
located at, on and/or under Adjoining Properties immediately prior to and after the Closing Date
that originated on the Property. The term "Adjoining Properties" shall mean the properties that
share a common boundary with the Property. The Assumed Responsibilities are as follows:
a. Compliance at, on and/or under the Property and/or Adjoining Properties with applicable
soil, groundwater, and surface water cleanup levels promulgated under the Model
Toxics Control Act or other applicable €~nvironmental R~egulations and relating to the
hazardous substances described in this Section 5 ("Environmental Regulations";
PURCHASE AND
SALE AGREEMENT
July 6, 2005
-3-
b. Compliance at, on and/or under the Property and/or Adjoining Properties with applicable
sediment cleanup levels promulgated under the Sediment Management Standards or
other applicable Environmental Regulations and relating to the hazardous substances
described in this Section 5;
c. Compliance \ivith all other requirements of applicable Environmental Regulations and
relating to the hazardouc cubctancec deccribed in thic Section 5;
€l-:-c. Claims by third parties'relating to tAe costs incurred after the date of closing to
investigate or remediate the hazardous substances described in this Section 5. The
claims by third parties for expenses incurred before the Closing Dat~ are specifically
excluded from Assumed Responsibilities, The te'rm "incurred" means to have actually
expendedfunds'or be legally obligated to pay for services provided. For example, if a
consultant of a third party did work prior to and after closing then Seller would be
obligated for the charges forowork done prior fo closing and Buyer would be obligated
for charges for work performed after c1osing7~
~', ",
e:.d. Claims by third parties for personal injury and property damages cuffercdarising
after the Date of Closing associated with hazardous substanc~s described in this
Section 5. The claims by third parties for personal injury and property damages
arisingcuffcred before the Closing Date are specifically excluded from Assumed
Responsibilities incurre'd prior to the Closing Date. The term "arising" means th'at point
in time when the damage complain~d of is sustained and not when causes are set in.
motion which ultimately produce the damage to person or property; and/or
f.:.e. Natural Resource Damages Claims or similar claims for damages cuffercdwhich arose
after the Closing Date asserted by any Native American Tribe, federal agency or state
agency for contamination or' degradation of natural resources relating to hazardous
substances described in this Section 5.~'
ft:L With regard to claims, it is the, intention of the parties to divide 'responsibility for claims
as ofthe date of closing. The parties recognize that some claims will be, clearly pre-
closing, some claims will be clearly post-closing and some claims will require allocation
as between pre and post closing. '
A-:-g. Buyer specifically assumes the sole responsibility for the demolition and removal
at its sole cost and expense of the dock facility and associated pilings and dolphins,
located adjacent to the Property at Smith Cove and previously operated by Seller as an
adjunct facility toJts fuel distribution and storage operations conducted on the Property.
i-:-h: Buyer specifically assumes the sole responsibility, as part of its future development and
incorporation of the Property as part of Evergreen Park, to place "sheerwall metal
pilings"l.-Bf "rip-rap" or other materials along the portion of the Property that is adjacent
PURCHASE AND
SALE AGREEMENT
July 6, 2005
-4-
',: \' .'t
to Smith Cove suitable to prevenJ ,and inhibit the future erosion and possible release of
contamination into the water at Smith Cove.
PURCHASE AND
SALE AGREEMENT
July 6, 2005
-5-
5.1 The definition of Assumed Responsibilities set forth in Section 5 is agreed to be
complete, comprehensive and exhaustive. The parties agree that the Buyer shall, not be
deemed to have assumed additional responsibilities that are not express,y enumerated herein.
The term "hazardous substances", as used in this paragraph 5, shall me'8n any substance
heretofore or hereafter designates as hazardous under the Resource Conservation and
Recovery Act, 42 U.S.C. Sec. 6901 et seq.; the Federal Water Pollu~ion Control Act, 33 U.S.C.
Sec. 1257 et seq.; the Clean Air Act, 42 U.S.C. Sec. ~001 et seq.;the Comprehensive
Environmental Response Compensation and Liabil!ty Act of 1980, 42' U.S.G. Sec. 9601 et seq.;
or the Hazardous Waste Cleanup-Model Toxic Con~rol Act, RCW 70.1050 all as amended and
subject to all regulations promulgated there under.
5.2 Buyer shall forever, save, defend, hold harmless al1d indemnify the Seller, Seller's
subsidiaries and affiliates, directors and employees, insurers and agents from:
a. Any claims, demands, penalties, causes of action, attorney fees, consultant fees or
other costs (the "Costs") arising from or related to the Assumed Responsibilities.
b. Any third party claims or suits relating to the presence of hazardous substances on the
Property and in sediments in Smith Cove, excluding claims by third parties for personal
injury and property damage which arose prior to the Closing Date as set forth at Section
5 d. above.,.
c. Any responsibility to comply with any requirements imposed by any government agency
with jurisdiction over t~e Property, including WDOE, relating to hazardous substances.
6. Environmental Responsibilities Retained by Seller. Buyer's Assumed
Responsibilities specifically exclude, and the Seller's "Retained Responsibilities"'include, all
environmental obligations, liabilities and responsibilities not expressly Iisted'in Section 5,above,
including without iimitation the following potential claims and/or conditions:
a. Requirements of applicable Environmental Regulations for investigation and/or cleanup
of hazardous substances that may have come to be located elsewhere as the result of
the past sale, transportation or disposal of said hazardous substances by Seller or
anyone that acted on Seller's behalf.
b. Claims by third parties relating to hazardous substances that have come to be located
elsewhere by mechanisms including b~t not limited to the past sale, transportation or
disposal of said hazardous substances by Seller or anyone that acted on Seller's
behalf. .
c. Any costs incurred by the Seller or its affiliates; parent companies, partners, consultants,
representatives and agents relating to hazardous substances or the allegation of
PURCHASE AND
SALE AGREEMENT
July 6, 2005
-6-
hazardous substances located at, on and/o( under the Property: and/or Adjoining
Properties.
d. Any claims or portions of claims by,tbird parties relating to costs incurred prior to the,
Closing Date and relating to hazardous substanGes or the investigation the'reof located
at, on and/or under the Property and/or Adjoining Properties. ' .
e. The"hazardous substances", as used,in this paragraph 6 shall mean any substance,
heretofor~or hereafter designated as hazardous under the ResoUrce Conservation and
Recovery Act, 42 U.S.C; Sec. 6901 et seq.; the:Federal Wa;fer, PollutIon Control Act, 33
U.S.C. Sec. 1257 et seq.; the Clean Air ACt, 42 U.S.C. Sec. 2001et seq.; the '
Comprehensive Environmental Res,ponse Comperisation and Liability Act of 1980,42 ,
U.S.C. Sec. 96.01 et seq.; or the Hazqrd6us Waste Cleanup-Mod~1 Toxic Control Act,'
RCW 70: 1 05D all as amended and subject to all regulations promulgated therei:Jrider.
6.1 Seller shall forever, save, defend and hold harmless th'e, BLlyer, its, .
commissioners, e"mployees, insurers and agents from any claims, den1ands" peni;:ilties, causes
of action, attomeY'fees, consultant fees or(~ther costs (tbe "Costs") arising from or related to
the Retained Responsibilities. The Buye( shall promptly notify, the Seller of c;my such Costs and
thereafter reasonablycooperate\vith Seller in Seller's defense of anysoch Costs. ':
, '- (
7 . Inspection andConClition of Property. The Property has been carefully,inspected
by Buyer, arid Buyer finds it, acce~~able for'its intended us~s as'an ,addition to Eve'rgreeh ~ark.
Except as may be otherWis~ provided herein (iricludi,ng without limitatio(lthe provisions included
in Sections 5 and 6, above) and as contained in the Reports, Buyer hereby accepts the
Property in the' conditione~istingon the date it ex~cutes this Agreement and cpnfirms that
neither the Seiler nor any agent or representative of the Selle~ has given or made any warranty
or representation whatsoever c()ncerning the physi~al condition thereof or its suitability for the
uses or purposes towhich the same may now or hereafter be placed.
, , '
8. Seller's Representations and Warranties. Seller represents and warrants to Buyer
the following:
8.1 Seller represents and warrants that to the best of,Seller'sKI:1Owledgeand belief the
Reports when taken collectively accurately set forth. the, environmental condition of the Property,
and accurately set forthtl:1e. presence of h~zardous substances that are on" in, under, have
migrated from, are migrating from, or in the soil and groul1dwater of the Property. The term
. "hazardous, substances", as used herein, sHall mean any substa'rice heretofore or hereafter
designated as hazardous under the Reso,urce Conservation and Rec,overy'Act, 42 U.S.C. See
6901 et seq.; the Federal Water P911ution Control Act; 33 U.S.C. Sec. 1257 et seq.; the Clean
Air Act, 42 U.S.C. Sec. 2001 et seq.; the Comprehensive Envirol1mental ~espon$e
Compensation and Liability Act of 1980,42 U.S.C. Sec. 9601 et seg.; Clr the Hazardous Waste
PURCHASE AND
, SALE AGREEMENT
July 6, 2005
-7-
Cleanup-Model Toxic Control Act, RCW 70.1 05D all as amended and ~ubject to all regulations
promulgated thereunder.
8.2. Seller has delivered, or will deliver to Buyer within 2 days of executi,on of this
Agreement, full and complete copies of (1) any, existing surveys, geological reports, tests, and
'hazardous materials' reports o'r investigations of the Property and (2) all government permits,
licenses and approvals, any existing appraisals of the Property or any portions, thereof, and any
studies or other reports or information in the possession of Seller which pertain in any way
whatsoever to the Property, including with'out limitation, the condition thereof and/or any present
or potential development and/or use of the Property (all of which items, in this clause being ,
collectively, the "Development Documents").
8.3 The condition of the PropertyJor Buyer's contemplated use shall meet the ,approval
of Buyer, in Buyer's sole discretion, to be determined by BUYE:lr and approved or rejected on or
before forty-five (45) days after the date of execution of this Agreement (the "Due Diligence
Period"). During the Due Diligence Period, Buyer, its design'ilted representatives, attorneys and '
auditors or agents, shall have the right at Buyer's expense to (i) conduct an inspection of the
Property; (ii) obtain furtber environmental assessments of the Property; (iii) examine all records
and information, in the possession Seller or any proper,ty manager or other agent of Seller
pertaining to past, present or future construction, condition and operation of the Property (the
,"Records"), and (iv) make copies of the Records, at Buyer's own expense,' during business
hours and upon reasonable notice to Seller.
8.4 Buyer, its designated representatives or agents shall have the right upon
reasonable notice and during reasonable hours to enter the Property and conduct
environmental, structural and civil investigations of the Property. The inspection of the Property
shall not physically damage the Property or unreasonably interfere with the usual operation of
the Property by Seller.
8.5 If Buyer concludes that the Property fails to meet Buyer's standards in Buyer's sole
discretion, Buyer may terminate this Agreement upon written notice to Seller on or before the
expiration of the Due Diligence Period. If no notice is given by Buyer to Seller waiving or .
satisfying the contingencies in this Section prior to the end oJ the Due Diligence Perioq, Buyer
will be deemed t.o have terminated this Agreement and neither party shall have any further
obligation to the other hereunder.
8.6 From and after the date of execution hereof, unless this Agreement is terminatE;ld in
accordance with its terms, Seller shall not, without the prior written consent of Buyer: (i) enter
into any agreement,contract, commitment, lease or other transaction that affects the Property
in any way; provided that Seller may enter' into any service or maintenance contracts with terms
expiring on or prior to the Closing Date, or (ii) sell, dispose of or encumber any portion of'the
Property.
PURCHASE AND
SALE AGREEMENT
July 6,2005
-8-
8.7 There are no other contracts or agreements in force or effect for ,sale of all or any
portion of the Property, and Seller agrees not to enter into any such contracts or agreements
between the date hereof and Closing.
8.8 There is no action, suit, investigation or proceeding (administrative or otherwise) .
pending or threatened against or affecting the Property or any portion of it, the transactions
contemplated hereby, or which might affect the rightof Buyer to own, operate, develop or
possess the Property or which might have a material effect on the business of the Property or
result in any liability of Buyer with respect thereto.
8.9 There is no pending or threatened dispute or action concerning the boundaries of
the Property as currently utilized by Seller.
PURCHASE AND
SALE AGREEMENT
July 6, 20013
-9-
. ,
8.10 Except as previously disClosed, and identified and discussed in theRepo~s
relating to the presence of hazardous s~bstance b(jth onand,orig'inati,ng frQm the Property, ,
Seller has no k/lOwledge of any latent.defects in theproperty'which would not be discovered in
a normal non-invasive inspection of the propertyo(which has not bee'li discussed in the" '
Reports. " ,
, ,- -
8.11 Seller's execution, .'deHveryand consull1matioh ofthisAgreement shall not'result in
any default dr violation of any agreement' or law by which Seller is, bound or which will result in
a'ny lien, charge or encumbrance on the Rroperty. '
, 8.12 All persons arid entities supplying labo~, materials andequipmeni to the Property
have been paid and there'are no claims. oflie,ns or serVice contracts applicable to the ,=,ro'perty:
, , .
8: 13 The representations, warranties, hold harri1l~ss ,and indemnification contained
herein are a material.and negotiated part: of the consideration provided by Seller to BuYer and.
'Were ,aninducell1'ent to Buyer toenteri~to this transaction. The representations, w~rranties; , ,"
hold harmless and indemnification contai,tJ~d' herein sha'lI not merge into the qeed or any other
document provided fo Buyer but, rather" shall survive, tl:1e Closing, of the tra'ns'acticm " ' ,
contemplated herein andbe an,q 'remain s~parateand e/ifbrceablebeyondthe closing.i~ellfir'
shall indemnify, 'defend and hO'ld ~uyer,harfl:1less from and against'any caus,e, claim, lo?s~ "
damage or expense,' including 'a,ttO'rneys' ,fees, which Bu~ersuffers as a result of a br~~ch of
the representations~ warranties and c<?ve'nants contaihed in this Agreement. Itis expressly'
agr~ed and understood,that the effec,t of the representations and warranties made in. tl)is
Agreement'sha'lI not be diminished ordeeined to be waived, by any' inspections,' tests, ,
investigations, or discoveries made by Buyer or its agents. "', '
9. Buyer's Authority. Buyer hereby represents and warrants that Buyer is ,a
Washington niur)icipalcorporatibn dulyorganized, validly existing, and in good standing under
the laws ,of the State of Was'hingtoh:'Buyer has full right; power and authority to execute. this
Agreement No,;other authorizations or approvals, whether otgovernmental bodies Or' '
, , ' . " '",
otherwise, will be necessary in order for Buyer to enter into this Agreement. ' .
, ,
1 O. Buyer Contingencies. Buyer's obligations under thisAgreement are subject to
satisfaction of the, following conditions precedent: ' .
, ,
, "
, . ,
a. Buyer shall adyise Seller in writing pursuant to Section ~.3 what exceptions to ,
title, if any, will be accepted by Buyer; Only those exceptions approved in writing by Buyer shall
constitute "Permitted Exceptions", If Seller shall fail to remove any such objectionable
exceptions from title'prior ten (10) days before the ClosiT'g Date, and Buyer is unwilling to take,
title subject thereto, Buyer shaJI have the right to terminate this Agreement without further
obligation to either party.
PURCHASE A:ND
SALE AGREEMENT
, July 6, 2005.
-10-
b. Seller's representations and warranties set forth herein shall'betrue, correct
and complete as of the Closing and shall be deemedaulomatically reaffirmed on the Closing
Date as true and correct.
, . . -
c. The foregoing conditions,:contained in this Section.1'Q are intended. solely for
the b~nefit of Buyer. If any of the foreg'oing condltiolls are notsatisfied,. Buyer shallhave the
riglit, at its sole election, either to waive the. conqition in question and procee,d with Jhe. '
purchase or, in the alternative, to terminate this Agreement, without further;obligati~m to'either
party.
1,1. Escrow. Upon execution of this Agreement, the parties hereto sha} I c;teposit an
executed counterpart of this Agreementwith Trans Nation' Title Ins'u~anc~ Company of
Bremerton, Washingt<?n (the "Escrow Holder") and this Agreement shall serve asthe' '
instructions to Escrow Holder for consummation of the pl:lrchase arid.sale contemplated hereby.
Seller and Buyer agree to e~ecute su~h additiori~1 a~d supplemental escrow instructions as '
may be appropriate to enable the Escrow 'Holder to comply with the terms oUhis Agreement;
provided, however., that in, the event o{a~y conmct between ,the provisions ot'this AQreement
arid any supplemental escrow instructions, the terms'ofthis Agreenient'shall control.
12. Closing. The closing hereund~r ((he "~Iosing") shall be held and deliveryof all ,
items to be made aUbe Closing under the'terms of,this Agreementshall be, made at the' ,offices
of Escrow Holder within ten (10) daysoUhe sa'tisfactionpf all. contingencies but in' no'event
earlier thon 'February 1,2605, und no later than September 19, 2005,^.priI1, ,2005, or such other
date as Buyer ~np>Seller may mutually agree in writfng: S~ch .date may not be otherwise
extended without the wri~ten approval of Seller and B'uyer, except as otherwise pr:ovided'inthis
Agreement. All documehtsshall be deemed delivere'don the date the D~ed is recorded. .
12.1 In the event the Closing ,does not occur on or before the Closing Date, Escrow
, ,
Holder,shall, unless it is notified by both parties to the contr~ry"return to the depo~it6r.. thereof
. items which may have been depositedhereLirider. Any such return shall' not, however, relieve
either party hereto of any liability It may have for its wrongful failure to Close.
13. DO,cuments to be Delivered by Seller for Closing. On or prior to the Closing
Date, Seller shall deposit with Escrow Holder, the following:
a. The Deedduly execu,ted and acknowledged by Seller,whJch includE3s use
limitations restricting the use of the P~operty to that of a City park, together with a duly' signed
real estate excise tax affidavit;
b. A standard owner's policy of title insurance with liability in the amount of
$1,000,000.00, naming the Buyer as insured;
c. Seller's portion of all costs and fees as provjded for in Section 15.
PURCHASE AND
SALE AGREEMENT
July 6, 2005
-11-
d. Any reconveyar:lcedocuments required to eliminate of record any existing
deeds of trust and other security instruments which are a lien on the Property; ,
e. Such resolutions, authorizations, certificates, court, orders or other ,doc~ments
or agreements relating to Seller, as shall be reasonably required in connection with this
transaction;
t Any other documents, instruments, data, records, correspondence or
agreements called for hereunder which have not previousclybeen delivered;
g. Such other instruments as are reaso'nably required by Escrow Hold,er or
otherwise required to close the escroW and consummate the purchase of the, Property in
accordance with the terms hereof; and, ,
,14. Documents to be Delivered by, Buyer for Closing. On or before the Closing
Date, Buyer shall deposit with Escr,ow Holder the following:
a. The Buyer's portion of costs and fees as set forth in Section 15;
b. Wrltten approval of the Deed;
c. Such resolutions, authorizations, certificates, c court orders or other documents
or agre~ments relating to Buyer, as shall be reasonably required in connection with this
transaction;
. ,
d. Any other documents, instruments, data, records, correspondence or
agreements caliedfor hereunder which have not previously been delivered; and
,e. Such other instruments as ,are reasonably required by Escrow HolderO:r
otherwise required to close the escrow and consummate the purchase of th~ Pro(3erty in
accordance with the terms hereof; and.
, ,f. Written substantiation from the WDOE that it has approved a remedial
approach for th~ Property substantially simil,ar to ,that approved for the Evergreen Expansion
Project site, including the imposition of.the requirement that the deed to the Property IimiUhe'
use of the Property to that of a Citi park.
1 Q. Prorations. All revenues and all expenses of the Property, including but not limited
to, real property taxes, special assess'ments, rents, water, sewer and utility charges, amounts
payable under the Agreement, annual permits and/or inspection fees (calculated on the basis of
PURCHASE AND
SALE AGREEMENT
July'G,2005
-12-
the respective periods coveredthereby~,. and any other expenses normal to the ownership, ,use
operation and maintenance .of the Property shall be prorated as of 12:01 ,a.m. on the Closing
Date.
16. Costs and Expenses Paid at Closing. The Buyer shall pay the cost of the
pre~ium for any extended owne~;spolicy of title insurancerit may desire tOo'seCUre, all.
applicable real estate excise taxes, and ,the-cost of any .other 'documentary or other transfer
taxes applicable to the sale. The escrowf~e ~rid costs of. recording shall be paid s[5lit equally'
by the parties. Each party shall bear its own attorneys' fees for negotiating and drafting this
Agreement. '
17. possession. Pbssession of the Property shall be delivered by Seller to Buyer on
the Closing Date.
18. Defa~1t ~nd Remedi~s." Intheeventof a material breach or default in or: of ,thiS
Agreemehtor any of the representations, warranties, t~rms, covenants, co~ditions or'provisions '
hereof. by Buyer or Seller,' then the other party shall have; in addition to aclaim for damages for
such breach or default, and in addition to and without prejudice to any othe~ right or {e:medy
available under this Agreement or at law or equity, the right to ,(a) demand and have specific
performance of this Agreement; or (b) terminate this Agreement upon written hotice withput 0
liability to the other party.
.1~., Litigation. In theeyenteither party hereto finds it necessary to bring an action
against the other party to enforce any .of the terms, covenants Dr condition~ hereof or any
instrument executed pursuant t6 this Agreement, or by reason ()f any breach or default
hereunder or thereunder, the partypr~vailing in any such ~ction or proceeding shall be paid all
. costs and reasonable ?ttorneys' fee's by the other, party, and'inthe everitany judgment is
secured by $UC~ prevailing, party all such costs and attorneys' fees shall be included in any
such judgment. ,The reasonabl~ness of such costs and attorneys' fees shall ,be determined by
, , '
the court and nota jury.
20. Brokers and Finders. Each party represents to the other that.no broker or finder
has been inv.olved in this transaction. In the event of a claim for broker's fee, finder's fee,
commission or other similar co'mpensatio!1 in connection herewith, the party that incurred such'
a fee or obligation shall be solely responsible for the payment thereof.
21. Notices: All notices, demands, requests, consents and approvals which may, or
are required to be given by any party to any other party hereundei:, shall be in writing and shall
be deemed to have.been duly given if delivered personally, sent by facsimile, sent by a
nationally recognized overnight delivery service, or if mailed or deposited in'the United States
mail and sent by registered or certified mail, return receipt requested, postage prepafd to:
Seller at:
PURCHASE AND
SALE AGREEMENT
July 6, 2Q05
ChevronTexaco Business and Real Estate Services
-13-
, ,-'
, ',to'
" ) "
Real Estate Downstrealll.Properties
2613 Caniino Ramon, Bishop Ranch 3
San Ramon, CA 94583-4289'
AttE;mtion: Mr; Charles Whiteoeck
Buyer at:
City of.Bremerton
, AUn: Office of Economic Development
239 4th Street
Bremerton! WA 98337
'With a copy to:
City Attorney
. 345 6th Street,#600
Bremerton,',WA 98337
or to such other address as eit~er party hereto may fr~m time-to-time designa~~ in writing and
deliver in a like manner. All notices shall bt;'} deemed complete upon actual receipt,or refusal to
accept deHvery. Facsimile transmissioflof any signed' origihal documentand retransmission.~i
any signed facsimile transmission shall. be th!3 same as'deliyery pfanoriginal docl:l']1ent. Atthe
request of either party" or the Escrow Holder, the parties ,^"i11 confirm facsimile transmitted
signatures by signing an original document. If the last cJa'~ ofa period falls .on a day on' Which
the' recording office .of the ,county in which. the Property is closed, the .expiration: of the ,period.
'. 'y- " -; '. '
shall be extended to the first day thereafter in which any sueR recording office is open.
22., Amendment. No modification, termination or amendment of this Agreement may
be made except by written agreement signed by all parties. '
23. Waiver.' No failure by Seller or Buyer to insist upon the strict,performance of any
covenant, duty agreement, or condition of this Agreement or to exercise any 'right OJ remedy
consequent upon a breach thereofshall constitute a waiver of any .such breach or any other
'covenant, agreement, term or ,condition. Any party hereto, by notice, and only by notice as ,"
provided h<?rein may,bufshall beunderno obligation to, waive any of its rights or any
conditions to its obligations hereunder, or any duty, obligation or covenant of anyotrier party
, , .
hereto. No waiver shall affect or alte~ this AgreemElnt, and eaCh and every covenant, "
agreement, term and condition of this Agreement shall cqntinue in full force and effect with
respect to any other then existing or subsequent breach thereof.
24 Survival. All provisions of ~his Agreement which involve obligations, duties or rights
and all representations, warranties and indemnifications made in or to be made pursuant to this
Agreement ~hall survive the Clo~ing pate and/or the recording of the Deed and separately
enforceable as a contract.
25 Captions. The captions of this Agreement are for convenience and reference only
and in no way define, limit, or describe the scope or intent of this Agreement.
PURCtiASE. AND
. SALE AGREEMENT
July 6,2005
-14-
26. Severability. In, case anyone or more of the provisions contained in this
Agreement shall for any reason be he1el to be invalid, illegai ,or unenforceable in any respect,
such invalidity, illegality or u!1enforceability shall not affect any other provision hereof, and this
Agreement shall be construed as if suc~ invalid, illegal or unenforceable provision had nEwer
been c;ontained herein.
27. Counterparts. This Agreement may be eX~Guted in any number of counterparts,
and. each such counterpart hereof shall be deemed to be an original instrument, but all such
counterparts' together shall constitute but one agreement. ' "
28. Additional Acts. Except as'otherwise provided herein, in addition to the'acts and
deeds recited herein and cpntemplated to be performed, executed and/or delivered by Seller or,
Buyer, Seller and Buyer hereby agree to perfo'rm, execute and/or deliver, or cause to be
performed, e)(ecuted and/or delivered, ,at the Closing any and all such furt~er acts, deeds and
assurances as Buyer or Seller, as the ca$e may be, mayreasonably require to (a) evidence.
and vest in the Buyer the ownership of and title to the Property, and (b) t;onsummate' the
transactions contemplated hereunder.
29. Neutral Authorship. Each ofthe provisionsofthis Agr~ement has been reviewed
and negotiated, and represents the combinedwork product bf both parties hereto. No '
presumption or other niles, of construction which would interpret the provisions of this,
Agreement in favor of or against the party prepa'ring the same shall be applicable'in connection'
with the construction or interpretation of any.of ,the provisions of this Agreement.
30. Governing Law. This Agreement and the right of the parties hereto shall be
governed by and construed in accordance ~ith the laws of the State of Washin~ton and the
parties agree that in any su'th action venue shall lie exdusivelyin Kitsap County, Washington.
31. Time of Performance. Time is specifically declared to be of the essence of this
Agreement and of all acts required to be done and performed by the parties hereto.
32. Mutual Release. Except as specifically noted herein, the Buyer and the Seller do
hereby forever release and discharge each other and each other's respective employees and,
agents from any and all claims each has against the other which (i) relate to the Property and
(ii) which arise prior to the date of Closing. This release shall not extend to any claims under,
the terms and conditions of this Agreement.
33. Entire Agreement. The entire agreement between the parties hereto is contained
in this Agreement; and this Agreement supersedes all of their previous understandings and
agreements, written and oral, with respect to this transaction. Neither ,the Seller nor the Buyer:
shall be liable to the other for any representations made by any person concerning the Property
or regarding the terms of this Agreement except to the extent that the same are expressed in
PURCHASE AND
SALE AGREEMENT
July 6, 2QQ5
-15-
this Agre~ment. This Agreement may be amended only by written instrument executed: by. the,
Seller and .the Buyer subsequent to the'date hereof, pnd approvecjby the City Council for the
City of Bremerton. 0 " , ' '
IN WITNESS WHEREOF,' the parties ,have' ex'ecuted this Agreement as of the day and
year first above ~riHen.' .' .
TH,IS AG~E!=MENT CONTAINS .INDEMNIi=ICATION.AND RELEASE
PROVISONS. '
CITY OF BREMERTON
CHEVRON U.S.A. INC. .
By:',
Title:
By:
Title:
PURCHASE AND
SALE AGREEMENT
'July 6,2005
-16-
Exhibit "A"
That real property and existing improvements located on real property consisting of
approximately 1.5 acres that is bordered by the Port of Washington Narrows on the
east, the City of Bremerton sewage pump station property and Smith Cove on the north,
Highland Avenue on the west, and residential property located to the south, and
commonly known as 1310 Highland Avenue, Bremerton; Washington.
PURCHASE AND
SALE AGREEMENT
July 0, 2005
-17-
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,~~:se!_~?~~~~~d:FW:-Cheveron site - Bremerton
",Pag~
From:
To:
Date:
Subject:
Phil Williams
Sexton, Gary .
Tue, Aug 30, 2005 7:31 AM , '
Fwd: FW: Cheveron site - Bremertoi1
Gary - not much info with this e-mail but the answer to the question is here.
>?> "Alexander; Steve (ECY)" <sale461@ECY.WAGOV> 8/2/2005 >>>
Phil, ' '.
Just checking in to confirm we can amend the existing Evergreen Park Interim
Action/Agreed Order to,include the adjacent Chevron site into the Evergreen
Park s,ite.
Any information you could share with us conc~rning Bremerton's possible
plans/schedules for the Evergreen/Chevron work arid/or McConkey/Sesko work
would be helpful in our work load planning.
-----Origina!, Message---~-
From' Alex~nder, Steve (ECY)
Sent: Friday, June 24,,2005 11:47 AM
To: 'Phil Williams'~ Pendowski, Jim ,
Cc: Thomas 'KnucKey; bwebb@parametrix.com;' pbattuello@parametrix.com; Thiele,
Steve (ATG) . .
Subject: RE: Cheveron site - Bremerton
Phil, "
What's this I hear about NASCAR just south oHown? Big news for Bremerton
and Kitsap'County, .
The wheels are still turning, although very slowly, on answering the
question as to whether the 9.08.99 Agreed Order for an Interim Action at
Evergreen Park can be amended to incorporate the ChevroDsite. At this
pOInt the ,response is a qualified, yes. However, legal counSE!l has advised
, us that Ecology needs confirmation that the contamination at the Evergreen
Park site extends onto the ,Chevron property; or at the very least is of such
a similar character that the two properties could be considered a single
site.
On Monday I will assign one of my staff to review the files concerning the
contamination extent and similarity ql:lestions and get back to me by the
first week in July, As a suggestion, if the information Ecology needs is
readily available to you all it might speed up our evaluation if you were to
share that with us. Also, should amendment of the existing Agreed Order
move forward the work plan will need to be amended to appropriately address
the Chevron property and a similar restrictive covenant will need to be
placed on the property, if necessary.
I was wondering if there is any news on the McConkey/Sesko property
re-development which would be of interest to Ecology in planning for any new
work on this site?
Take care,
City COL'0cW~URj:u'~h~~~?~':8ru~p~~ty__u .
. --,_ u, . 1
.. Page 1 I
~ ~--~ ~-- - --
From:
To:
Date:
Subject:
"Peggy Lesser" <plesser@ci.b~emerton.wa.us>
<daren 1698@yahoo.com>
Wed, Sep 7, 2005 2:52 PM
Re: Chevron property
Bremerton'sinsurance will not cover any enviornmental claim (one
arising out of pollution) associated with the Chevron property.
Bremer-ton's policy contains an absolute'pollution exclusion. Should
such a claim be presented, the general fund would be called upon to pay
, defenqe and indemnity costs. Th~ risk management fund is used to pay
, claims withi!1 Bremerton's self-insured retention, but not claims for
which coverage is, excluded.
Peggy Lesser
Risk Manager
City of Bremerton
, 345 6th Street, Suite 600
Bremerton, WA 98337
, 360-473-5302
, 3()0-473-516~ ,(fax)
e-mail:peggy.lesser@ci.bremerton.wa.us .
>>> Daren Nygren <daren1698@yahoo.com> 9/7/05 01:15:19 PM >>>
Hi Peggy,
I was wondering if the cities insurance would cover a third party
environmental claim on the cheveron property if we owned it. I am just
trying ,to understand the risk associated with this potential purchase.
I will forward your response to the council.. '
Thanks,
Daren
Chevron Property Environmental ,
Conditions Assessment
Prepared for
City of B~emerton
3027 Olympus Drive
Bremerton, Washington 98310
Prepared by
Parametrix
5700 Kitsap Way, Suite 202
Bremerton, W A 98312-2234
360-377-0014
l~~.\\U2 clL'.!J.:U.Ql r j >; c () 111
June 2005 I 255-1896-064
CITATION
Parametrix. 2005. Chevron Property Environmental
Conditions Assessment. Prepared by Parametrix;
Bfemerton, Washington. June 2005:'
CERTIFICATION
Chevron Property Environmental Conditions Assessment I
CIty of Bremerton
The technical material and data contained. III this document were prepared. under the
supervision and direction of the undersigned.
Approved by Bill Webb
June 20051255-1896-064
Chevron Property Environmental Conditions Assessment I'
, ,.' City of Bremerton ,
TABLE OF CONTENTS
EXEC UTIVE SUM MARy................................................ ................. ~............ ....... ES- t
1. INTRODUCTION ....................;..~...'...................................................:..~............1-1
1 :1 SCOPE....... .......... ............. ............ ..:...............,.. ................................. ........ ....~........ .1-1
1.2 ' OBJECTIVE..,'........ ..,............:................ ....,...... ........... ..... ........,'.... ............... ...:.... ...1-1
1.3 ENVIRONMENTAL L~Bl,LITY CONSIDERATIONS ..................................:..1-1 '
1.3.1 Regulatory Framework... .......... ........... :............ :........ ............ ..:..... ............. ..1-2
1.3.2 Cleanup Criteria, and ExtenL.. ............. ........:. :....................... ......... ............. .1-2 '
1.3.3 Stakeholder Responsibility, .... ...~................................... ................... ............ .'1-3
1.3.4 Property Value ... :..........::..... ......... ..:.. ::.... ...................... .....:..... ..... .'..~..:....... .:.1- 3
1.3.5 Fundil}g Opportunities................. .......;...................... ........... ....... ..... :.....,.. ....1-3
2. BAC KG'ROUN 0, ......... ......,~............................. ~..;................. ..'.....................:.....2.;1'
3. SITE DESCRI PTION ........;.............................. ..;.............. ~............ ................. .~3-1
4. PREVIOUS INVESTIGATIONS AND REMEDIATION .................:...~.:~.....~.......4-1
5. C!-,RRENT SITE ENVI130NMENT AL CONDITIONS ......................................~:5~1
5.1 SOIL.. .....:............... ....... .................................... .:.......,................... ...........: ......;..... .5-1
5 .2 GROUNDWATER ............................ ............ .........;................................. .............;5,-1
," ' , ,
5.3 SEDIMENT ...................;............ ..........; ........,'......... ................................, ..~......:... .5-J
5 .4 PHASE-SEPARATED HYDROCAR13()NS :............ ............................ .:.......... ....5-2
5.5 SUMMARY OF CURRENT CONDITIONS.............:...........................................5-2
6. DATA GAPS ...............:...:'. .',..............;. ...............................................'. ..........~..6-1
7. CONCEPTUAL REMEDIAL ACTION AL TERNATIVES.............~:...................:i-1
8. RE,cOMM ENDA T,ION5) '~":"""" ... ........ ..,.......;:...................................... .............8-1'
8.1 CONSIDERATIONS,FOR PROPERTY ACQUISITION.....................................8-1
,8.1.1 Future Use of the Property......... ........... ......... .......... ........................ .......... ...8-1
8.1.2 R~gulatory Fra~e~ork and Risk Threshold.................................:..........),.:..S-l
8.1.3 Proj~ct Costs and Funding Opportunities ..........:........................,..........H.....8-1
8.2 RECOMMENDED ALT,ERNATIVES AND FUNDING OPTIONS................"..8-1
June 2005 I 255-1896-064
I Chevron Property Environmental Conditions Assessment
CIty of Bremerton, '
TABLE OF CONTENTS (CONTINUED)
9. LI MIT A TIONS............................................................................ ....................... 9-1
10. REFERENCES ...............................~...........................................................:...10-1
LIST OF FIGURES
2-1 Historical Photograph of the Site During Operational Years with all' Site '
Improvements in Place (196:3 - 1988)..................................................................:.2~ 1
3-1 Site Map........................... ..,............ .................................... ........................... ....... ...3-3
LIST OF TABLES
5-1
5-2
8-1
March 2003 Groundwater Sampling Resultsa ........................................................5-1
Phase-Separated Hydrocarbon Measurements a....... .......... ...:............... :.............. ..5-2
,
Alternative Cost Scenarios....................... ................................... ...,.......... .:.......... ...8-2
8-2 Funding Scenario for Independent Remedial Action..............................................8-2
APPENDICES
11
A
B
C
D
Contaminated Site Development Strategy Letter
Washington Department of Natural Resources Lease
List of Reviewed Documents
Remedial Alternatives Detail
June 20051 255-1896-064
Chevron PropertY EnVironmental C:)fldltioiisAsseSS~~I;t, I,
, CIty of Bremerton '
ACRONYMS
Agreed Order
BTEX
Agreed Order of Consent ,
benzeze, toluene, ethylbenzene, and xylenes
City ,of Bremerfon
~ashin~ton Dep~~n;en,t of Natural Resources
Washington Sfate Department of Ecology
mean lower low water
Model Toxics Control Act
City
DNR
, Ecology
MLLW
MTCA
,SVOC
TPH
VCP
semi-v?latile organic compounds
totalpeteroleum hydrocarbons
Voluntary CleaImp Progra~
['
June 2005 I 255-1896-064
ili
EXECUTIVE SUMMARY
The City of Bremerton (City) is considering the acquisition of the former Chevron Bulk Fuel
Facility located at 1310 Highland A venue, Bremerton, Washington. This property is adjacent
to Evergreen Park Phase II and is being considered for the expansion of Evergreen Park and
possible integration into the Washington Avenue Sewer Replacement Project. The objectiye
of this assessment is to assist the City in making an informed decision regarding the purchase
of this property. This report summarizes findings from a historical document review, provides
cost estimates for remedial alternatives, and provides recommendations for the city of
Bremerton for considering the acquisition ofthis property.
The former Chevron Bulk Fuel Facility occupies an approximately 1.5-acre site that operated
as a bulk fuel terminal from approximately 1950 until it was decommissioned in 1988.
Practices at the facility have resulted in contamination to soil, groundwater, and possibly
sediments. Previous site remediation has removed much of the phase-separated petroleum
products floating on the groundwater surface and may have reduced the mass of contaminants
in soil. Gasoline, diesel, heavy oil, benzene, and lead remain in groundwater and/or soil at
concentrations exceeding the Model Toxics Control Action Method A regulatory linllts.
Significant data gaps exist that prevent characterization of the site including a lack of recent
soifahd groundwater data, limited sediment data, an absence of fate and transport information
or a site conceptual model, and limited monitoring points along the shoreline to evaluate
contaminants the may migrate off site at the likely point of compliance.
An evaluation of potential remedial alternatives was completed to assess regulatory and cost
criteria for possible site cleanup. The results of this evaluation suggest that the City consider
two alternatives for remediation:
· Alternative 2: Point of Contact Compliant Soil Capping System with
Groundwater Monitoring - The soil capping alternative provides a ban-ier to
receptors for the upland portion of the site. This alternative does not' provide
containment for groundwater contaminants to migrate off-site. Institutional controls
would be required to ensure protective conditions are maintained. This alternative is
unlikely to substantially reduce petroleum hydrocarbon or lead concentrations in soil
or groundwater to below regulatory limits. This alternative offers a lower cost with a
lower level of containment than Alternative 3. Estimated Cost: $681,000.
· Alternative 3: Point of Contact Compliant Soil Capping System and Cutoff
Wall with Groundwater Monitoring - The cap/cover plus cutoff wall alternative
provides a higher degree of containment than the cap and cover alternative as it
includes additional containment of the upland material along the shoreline.
Institutional controls would be required to protect against exposure to' subsurface
contaminants. This alternative is unlikely to substantially reduce petroleum
hydrocarbon or lead concentrations in soil or groundwater to below regulatory limits.
This alternative offers a higher level of containment with a higher cost than
Alternative 2. Estimated Cost: $1,100,000.
In addition, consideration of future liability and funding considerations suggests that the City
should pursue and Agreed Order of Consent with the Washington State Department of
Ecology (Ecology) to implement Alternative 2. Operating under and Agreed Order with
Ecology would make the City eligible for grant funding under the Brownfields program for
assessment and cleanup grants with a maximum value of $550,000 and funding from Ecology
for up to 50 percent of cleanup costs. Both of these alternatives assume 20 years of
monitoring and no work beyond the parcel boundaries.
June 2005 I 255-1896-064
ES-1
Chevron Property Environmental Conditions Assessment I '
City of Bremei,ton ' '
1. INTRODUCTION
The City of Breinerton (City) is considering the aGquisition of the former Chevron Bulk Fuel
Facilitylocated at 1310 Highland Avenue, Bremerton, Washington. This property.is adjacent,-
to Evergreen Park Phase II and:is being considered, for expansion of Evergreen Park and
integration into the new Bremerton Boardwalk and Washington A venue Sewer Replacement .'
project. This report summarizes the findings of a document review performed to.:evaluate
conditions at the Chevr~n Property and to provide cost estimates fot possible rem~dial
alternatives. Considerations for the. City regarding acquisition of the property inclllde future
re-use of the property, potential liability, cost Jor' acquisition and cleanup,' and community
value.
1.1 SCOPE
As part of this task, historical do<cumentati.on provided by the City of Bremerton was
'reviewed, cost estimates for potential cleanupscenaFios were prepared and a meeting'with the
Washington State Department of Ecology ,(Ecology) wa~ held to discuss possible techniCal
and administrative alternatives for remediation:
Other actions performed included, a review of a pr9posed Purchase and Sale. Agreement
between Chevron, USA and" the City of Bremerton; and sediment sampling to evalu~te
whether or not contamination app~ars in the nearshore sediments.
, , '
The scope'of this report does not include all criteria set for under ASTM 15i7-00~r EPA
, AAI under 40 CFR Part 312.
1.2 OBJECTIVE
, The objective of this review is to assist the City in making an informed decision regarging the, '
purchase of this property by summarizing environmental conditions at the site; evaluating
possible remedial alternatives and developing recommendations regarding potential cleanup
liability to the City associated with acquiring this property.
1.3 ENVIRONMENTAL LIABILITY CONSIDERAT,IONS,
Chevron has provided the City of Bremerton with a proposed purchase ,and sale agreement
for the Chevron property. Under the cunent purchase and sale agreement, Ch~vron wQuld
transfer all future environmental liabilities to the, City of Bremerton. A detaileq response to
the liability considerations regarding hazardous materials is documented in a letter dated
April 22, 2005 from Parametrix to the City of Bremelton. A copy of this response is included
in Appendix A.
In considering potential cleanup liability or actions that may be assoCiated with' the
acquisition bfthe Chevron property, the City of Bremerton should understand the following:
. Regulations that will define any future liability
. Cleanup criteria and possible extent of cleanup
· Responsibilities of all stakeholders'
. Appropriate property value
. Options for funding a l?otential cleanup
These considerations are described below.
June 2005 I 255-1896-064
1-1
I Chevron Property Environmental CunelztlOns Assessment
City of Bremerton
1.3.1 Regulatory Framework
This law governing thi,s site is the Model Toxics Control Act (MTCA) (Chapter70.105D
RCW). According toMTCA Regulations (Chapter 173-340 WAC), the City may perform and
Independent Remedial Action, enter, the V oluntaiy Cleanup Program (VCP), negotiate an
Agreed Order of Consent (Agreed Order) or t~ke no action which may result in q. possible '
enforcement order, each of these is discussed below: '
. Independent Remedial Action: . Undertaken without oversight or consent from
Ecology, this approach would allow fqrlllax,imum cQntrol by the City but would not
necessarily resolve long-term cleanup liabilities (if Ecology is not satisfied with. the
cleanup or if additional" contamination)s identified, Ecology may require a more
comprehensive cleanup) nor does itprovide for the opportunity to,received cleanup
funding from Ecology. ' .
. Voluntary Cleanup Program: Undertaken in coop~ration ~ith E~o\qgy; Ecology
provides ov~rsight and review of eleanup activities with the goal being issuance of a
"No Further Ac'tion" :determin'ation. Up ~o $200,000 of eligible cleanup cost
reimbursement is available through Ecology following the determination.' It may be
problematic for this site to receive this determination.
. Agreed Oider: A negotiated, agreement with Ecology which, defines, the
responsibility a~d extent of cleanup for' a site. This apprQach transfers a level of
control to Ecology and 'provides an opportunity to receive funding from' Ecology at
up to 50 percent of the study and remediation' costs. An Agreed Order was negotiated .
for Evergreen P;1rk Phase, II. Ecology is currently considering whether or not that
Agreed Order could be extended to this site.
. No Action: The City may, opt to take no action at this site. The site has been listed
with Ecology. Ecology has the option to issue an enforcement ,order if they believe a
cleanup solution cannot be achieved through negotiation or if there is an emergency.
If the City takes no action and Ecology chooses to issue an enforcement order~ the
City has the option to perform the cleanup as directed by Ecology or take no action at'
which time' Ecology may undertake the cleanup and recover costs from the
respqnsible party at up to three times the actual cost of cleanup. In'addition, the State,
Attorney General's office can fine the party in violation of an enforcement order up
to $25,000 per day of violation. '
1.3.2 Cleanup Criteria and Extent
Any cleanup action taken at the site should be designed to limit exposure .to human and
sensitive environmental receptors either by physically cOntaining the site to avoid contact or
by removing sufficient contaminated material to eliminate the risk. The City has the option to
negotiate both the criteria and the extent of cleanup under an Agreed Order or through the
V oluntary Cleanup Program. Any Independent Remedial Action should also be based on a '
defensible cleanup criteria scenario. A general understanding of cleanup criteria and extent of
cleanup. that may be required for this site would be useful in determining which approach
would best meet the needs of the City.
Default cleanup criteria are available under MTCA Method A. MTCA also provides the
responsible party with the option to develop risk-based criteria specific to their site. Chevron
has not developed these criteria, nor is these criteria developed in this report. The default .
criteria are often more stringent than criteria negotiated based on site conditions or risk to
human health or the environment.
1-2
June 2005 I 255-1896-064
Chevron Property Environmental Conditions Assessment I '
, ' " CitY, of Bremerton ,
The default extent of cleanup .includes all areas impacted by the relea~e(s) and is not limited
to property boundaries or shorelines. Under an Agreed Order, the extent of cleanup would be:
negotiated and defined. Unqer the VCP, it may be possible to negotiate the extent of cleanup,
but the larger site definition is generally followed.', - ,
, ~
1.3.3 Stakeholder Responsibility
A clear understanding oftheroles'and responsibilities of each stakeholder wouicl.provide the
City with. additional inforD;lation for negotiating both, the purchase and sale of, the property.
and assistance in negotiating and funding any potential cleanrtp. Stakeholders include:
. Chevron cunently holds responsibility for an. environmental impacts. '
. Ecology is the regulatory ,agency and has access to funding for puplic agencies.
, ,
. Washington Department of Natural Resources (DNR) owns the tidelands ~hichmay
be impacted by releases from the site. A, tidelands lease appears to' ;havebeen
rescinded by DNR, citing mture use ,of the area, disposition of existing improvements ,-
and potential, for contaminated, sediinent~. A copy' of the lease inf6rmation' is '
provided in Appendix B. " .
,,< ,
. The City of Bremer~oi1. is the potential purchaser and owns adjacent property that
may be impacted by releases from the site:
1.3.4 Property Value
The assessed' value of the property for taxing purposes is approximately $200,000: The
appraisal provided by Chevron values the property at $730,000. The City' -shoul~ consider
whether or not additional evaluation of the property value is warranted.
1.3.5 Funding Opportunities
Several funding sources are available, depending on the approach identified. Funding sources
for this project include: '
. Ecology may provide Site Study and Remediation Grants if they a,re involved in the
remediation.
. EP A Brownfields offers assessment and cleanup grants and cleanup lQans.
,- -,
.~ Private Investment such as service organization contributions or foundation grants for
park development. '
. Park development grants through the Interagency Committee for Outdoor Recre1,ltion.
Evaluations of these steps related to a cleanup alternative are addressed in Section 7.
June 2005 I 255~1896.064
1~3
2. BACKGROUND
The Chevron Site was developed in 1946 and expanded up to 1963. It operated as a bulk fuel
terminal until it was decommis'sioned in 1988 (Ecology 1991):By 1988, all buildIngs arid
major facilities were removed with the exception of apier, and some of the concteteslaps and
asphalt paving (GeoEngineers, 1988). Previous site remediation included active product
, removal and installation and operation of soil vapor extraction sys~em. These remedial. '
activities have removed phase-separated petroleum product floating on the grpundwater
surface and may have reduced oyerall s.oil contamination. However, gasoline, die,sel, heav.y
oil-range hydrocarbons, benzene, ' .~ , , ,
and lead remain in groundwater '
andlor soil at concentrations
'exceeding MTCA Method A
regulatory criteria. Figure 2-1
shows the Chevron Bulk Fuel
facility during operational years. '
Figure 2-1
Historical Photograph of the Site During Operational Years with All Site
Improvements in Place (1963'-1988).
June 2005 I 255-1896-064
2-1
3.. SiTE DESCRIPTION
The former Chevron Bulk FueI Facility occupies ~n approximately 1.5 acre site located at
1310 Highland Avenue, Bremerton, Washington. The site is bordered by Highland A veriue to
'the southwest, a privately-owped properly to the south~ and the Port Washington Nil;,rrows
waterway along the eastern and nqrtpem portions of the site (Figure 3- l), The s~te elevation .is ,
approximately'lO to 25 feet above mean sea level': The facility is divided into th.e upper and C
lower yard by a wooden and concrete burkhead. These structures 'are not visible,. The Upper
Yard is located on the' southerh 'half of the property; .th:e Lower Yard is approximately 10 feet
lower in elevation than the Upper Yard and is located on the northern' haif of the property.
There are ~urrently no above-ground structure~rin place 'on the propert:y. Theieis'an existing
concrete pad, and evidence that. a soil vapor e4tr",ctions sys,tem and several monitoring weHs '
are stilrin place below ground. The site is veget"ted with Scotch Broom,blackberr.ies and
other light vegetation, a derelict pier is located on the western portion of the site. '
Soil borings indicate 'that su6sur~ace solIs c:;on~ist of silts and silty~and0i1ctop of either
,Vashon Till or fill material.. The area beneath the' tr pper Y ard ~onsisis orVashon till" dense, "
IOW~permeabilityglacial flour. The area beneath the Lower Yard consists primarily of
iml?ortedfill material. The fill is approximatelyli-feet thick (Pacific Envir.onmental Group,'
1994). Some large concrete pie.ces (rip rap) were encountered during soil'boring advantemenJ
near the shoreline in the LowerY~rd (GeoEngineers, 198~). ' .
June 2005 I, 255.1896-064
3-1
Figure 3-1. Site Map
June 2005 I 255-1896-064
3-3
4. PREVIOUS INVESTIGATIONS AND"REMEDIATION
A review of existing documentation related to environmental ,conditions and cleanup actions
was provided by the City of Bremerton. This documentation was reviewed to compile the
summary presented in this section. A list of all documents reviewed for this report is provided
in Appendix C.
Active environmental investigations began on the site in 1988. Chevron advanced 12 soil,
borings and installed monitoring wells in nine of these borings. Soil and groundwater samples
were collected and analyzed for gasoline, diesel #1, diesel #2, and benzeze, toluene,
ethylbenzene, and xylenes (BTEX). Sample analyses showed all areas of the site contained
petroleum hydrocarbon concentrations in excess of MTCA Method A regulatory standards;
with the highest concentrations 'found in areas where above ground storage tanks were
historically located. Groundwater was noted to flow to the north. (Geo-Engineers, 1988).
In June 1989 Chevron installed a product recovery pump to remove phase-separated
hydrocarbons. This pump operated in MW-4 and MW-6 and removed approximately 25.
gallons of petroleum product ,over a one-year period. In addition, field techniciaRs removed
approximately 22 gallons of product from wells MW-9, MW-13, MW-14 and MW-15 over a
7-month period in 1990 (Hart Crowser, 1991).
Additional investigations continued until 1991, 'some of the initial wells were lost or
destroyed and additional wells were installed.
In 1 991, the Department of Ecology performed a Site Hazard Assessment for the property.
Chevron representation was present during the sampling phase of this assessment to collect
split samples for independent analysis. Groundwater and sediment samples collected were
analyzed for semi-volatile organic compounds (SVOC), total peteroleumhydrocarbons
(TPH), total lead, and benzeze, toluene, ethylbenzene, and xylenes BTEX. Because of
surrogate and spike recovery issues at the laboratory and low relative percent difference
between the split samples, this data is unreliable. Results of petroleum hydrocarbon levels
generally suggest contamination in the range of 50 to 400 mg/kg and lead analyses showed
lead levels ranging between 10 and 100 mg/kg (Ecology, 1991, Hart Crowser, 199Ib).
As part of the Site Hazard Assessment, Ecology estimated quantities of liquid ,hydrocarbons
at the site to be approximately 135,000 gallons; Chevron 'estimated quantities of liquid
hydrocarbons at the site to be approximately 8,450 to 13,550 gallons.
In November 1990, Chevron installed a soil vapor extraction system (Hart Crowser, ] 991c).
This system ran until 1994 at which time the recovery rates leveled off and were too low to
justify the cost of continued operation. It is estimated that approximately 195,000 pounds of
hydrocarbons were removed using this technology (Emcon, 1998):
In 1994, Chevron perfQrmed an air sparging pilot test at the site which indicated that air
sparging technology would work at the site. No actions were taken as a resHlt of this test.
Quarterly monitoring of groundwater at selected wells continued through 1997 and semi-
annual monitoring continued until March 2003. Following cessation of the soil vapor
extraction system operations in 1994, no trend showing a reduction in concentrations of
gasoline, diesel or BTEX has been observed.
During initial site investigations (1988-1990), phase-separated hydrocarbons were measured
in a number of monitoring wells with thicknesses up to 4 feet. Since cessation of product
recovery, the presence of phase-separated hydrocarbons is reported to be intermittent, with
measured thicknesses of less than 3/4 inch.
June 2005 I 255-1896-064
4-1
Two water-bearing units are reported to be present on the site; however, they do not appear to '.
be distinct. (PEG, 1994). Groundwater very neat the Port Washington Narrows may be tIdally
influenced (GeoEngineers, 1988); however, welts further inland do not appear tpshowtidal
fluctuation (Ecology, 1991). No studies of tidal influences on groundwater, beyond an
incidental observation, were found in the data.
4-2
June 20051 255-1896.064
5. "CURRENT SITE ENVIRONMENT ALCONDITIONS
This section presents a summary of CUlTent site environmental conditions based on a review
of dpcumentation provided by the City. With the exception' of three ,sediment :samples. .
collected, no investigations were performed in support of this report. The information related '
to soil, groundwater, 'sediment~nd' phase-separated hydrocarbons presented below is.
collected from previous investigations. The most recent data reported wasc'ollected iri 2003" ,"
, and would not, meet the standard for, ASTM-1527 or prospective purchaser'under EPA
40CFR Part 312.
5.1 SOIL
Very little is known about CUlTent soil conditions at the site. No soil investigations ~ere '
performed following the remediation actions taken in the,earfy nineties. Prior to remediation,
activities, gasoline and diesel were detected in the soil at 100-200 timesMTCA M~thodf1.,
regulations and BTEX con<;entrations' were detected. in the soil at up to 40', times' MTCA
Method A regulations (Ecology 1291). The vap<;>r extraCtion system installed in'1991,aQd
operated until 1994 is reported to have removed 195,000 pounds of hydrocarbons from the,
site. It is anticipated that concentrations in the soil today would be reduced in comparison to
the results of initial sampling.' '
5.2 GROUNDWATER
The most recent groundwater data was collected by Chevron in March 2003, Groundwater '
samples were collected from six wells, the results of these ana~yses are' presented in
Table 5-1.
Table 5-1. March 2003 Groundwater Sampling Resultsa
Contaminant
. MTCA Method A:
MW-6
MW-9
MW-18
MW-21
MW-22 '
MW-23
Diesel (ug/L)
500
4,400
6,300
80,000
970
1,500
270
Oil (ug/L)
500
4,100
2,400
<10,000
NO
500
NO
, Gasoline (ug/L)
800
1,200
8,200
810
6,500
100
NO
. Benzene'(ug/L)
5
39
550',
ND
NO
0.89
NO .
(Gettler-Ryan, 2003)
5.3 SEDIMENT
Ecology and Chevron collected sediment samples in 1991; however, the results were rejected
due to ,data quality issues. No other sediment evaluations were identified in any of the
documentation reviewed. Three composite sediment samples were collected as part of this
assessment on April 26, 2005. The samples were analyzed for gasoline, diesel and heavy oil.
No contaminants were detected in any of the samples. The samples were collected frdm an
area west of the existing pier where staining was noted in 1991; at a location approximately
, ten feet east of the end of the shorewarct' portion of the derelil:;t pier and at the southern ,
boundary of the property line 72 feet from the bulkhead. During the sampling effort: no
June 2005 I 255-1896-064
5-1
discharges onto the beach were observed and no sheen, odor or obvious staining was noted
(Parametrix,2005).
5.4 PHASE-SEPARATED HYDROCARBONS
Phase-separated hydrocarbons were observed in some wells during the 2003 groundwater
sampling event. Table 5-2provides a summary of free product observations.
Table 5-2. Phase-Separated Hydrocarbon Measurementsa
Sheen or measurable product
during at least one observation
Maximum Product Thickness
Recovery Activities
Historic (1988-2002)
11 of 17 wells
Current (2003)
3 of 17 wells
4 feet
Active pump system installed,
bailers used during sampling
events.
Less than % inch.
Recovery not practical.
"Gettler-Ryan, 2003
5.5 SUMMARY OF CURRENT CONDITIONS
Groundwater currently exceeds MTCA Method A regulatory criteria. Soil conditions are not
known but historically have exceeded MTCA Method A regulatory criteria. Historical
sediment data shows contamination, but recent sampling did not show contamination. All of
the data presented in this section is limited by the data gaps discussed in Section 6. Additional
characterization may be required depending on the selected approach.
5-2
June 20051 255-1896-064
,6. DATA GAPS
Based on information reviewed, several dat<;t. gaps were identified . that may; affect a
prospective purchasers .future cleanup liability. This means that Ecology could require
additional sampling prior to negotiating cleanup criterla and extent ,or the;City may decf to
perform some additional sampling ~() better. understand conditions pri01:'to deciding on a .
regulatory approacl). Whil~weqelievethat sufficient data exists toprepare'costestimatesof
potential property liability, these factors do createtsbme level of uncertainty. . .
Data gaps ,include:
. No data since ,2003: Two year old data does not meet the standard for AAI under 40
CFR, Part 312, or the guidelines set' forth under ASTM 1527-00 that may affect.a
prospective purcha~e(s ftiture' cleanup liability. It is not known if sIte conditiOns
have changed since 2003. ' ' " .
~, " , '~ -
. Absence of fate and transport inf~rmation: No data exoists tQ establish trends in
natural attenuation pr9cesses., White. considerable, chemical data' is present, no
determination of natural degra~atiori processe.s (methagenesis, sulfate/iron Ftdriction, ~
etc.) and no mobility modeling hasN~en performed.
. No Site c.~nceptual.Model Exjsts: No site conceptual model has been d~veloped
for this site. A'she cbnceptual model may be recommended or required to develop'.
risk -based cleanup criteria . ,
. Limited coverage ,for monitorihg points: Several of the we\ls located along the
edge of the property have been damaged or lost and no 'data isavail~ble for these
locations. Without, adequate coverage for sentinel wells, the, levels of contaminants
that may be migrating off the property is not know~. '
. Unknown soil conditions: Site soil data were collected prior to the implementation
of any remedial actions. Current soil conditions are not 'kllown 'al}d the:,~olume of'
continuing source material that may remain' at levels exceeding MTCA reguJatio~s
cannot be evaluated.
. Sediment data is indicative rather than definitive:. Sediment datai,s sparse,
limited in quaritity with no off-shore data collected. Three samples werecollect~d as
part of this assessment and indicated that no' hydrocarbon contaminatiopwas 'present.
Ecology of theW ashington Department of Natural Resources m:w,require additional
characterization to demonstrate that impacts are not present in the, off-shore
environment.
. Impacts to adja~ent properties are unknown: Contaminants from thi~. site may'
have inigratedoff-site to an adjacent property. Potentially-impacted properties are'
owned by the City of Bremeiton, Washington Department. of Natural Resources ,and
privately-owned parcels to the north. Co>>sideration of the terms of the purchase and
sale agreement should include a discussion of the potential liability from these
adjacent properties.
The lack of information regarding current soil conditions, sediment conditions, and lack of
,recent groundw,aterdata or adequate coverage for monitoring .wells present the most
significant unknowns for this site. Additionally, the lack of a site copceptual model may,
make it difficult for the City to negotiate less restrictive cleanup criteria. Future actions to
address these unknowns are impacted by the' stakeholder responsibilities' and regulatory
scenario selected for this property as discussed below:
June 2005 I 255-1896-064
6-1
· Under any scenario Ecology may mandate or the City may elect to install additional
monitoring wells to evaluate groundwater conditions at the property and to collect a
baseline set of groundwater data .from selected wells. This would mitigate the data
gaps related to a lack of recent data and limited coverage for monitoring points.
· Under an Agreed Order, the level and extent of any cleanup would be negotiated and
defined and Ecology would identify any additional investigation requiremtmts.This
would help to mitigate the liability associated with impacts to DNR properties and,
the possibility of a futur~ enforcement order from Ecology. In addition, collection of
fate and transport information or the development of site conceptual model would
likely not be required. This may also eliminate the need to collect additional soil or
sediment data.
· Through the YCP the City would likely be required to collect additional soil, and
sediment data to develop a Cleanup action plan. This would resolve the data gaps
related to unknown soil and sediment conditions. '
· Under a "no action" or Independent Cleanup scenario the City may additionally elect
to install borings to evaluate current site, soil conditions and to consider future
liability as unidentified source areas may exist. This would resolve the data gap
, related,to unknown soil conditions.
· Under an Agreed Order or the YCP, additional sampling of soil, groundwater and
sediment data would provide a basis for the City to negotiate risk-based cleanup
criteria which may be less restrictive. This would resolve the data gaps related to
unknown soil and sediment conditions. " '
6-2 June 20051 255-1896-064
7" CONCEPTUAL REMEDIAL ACTION ALTERNATIVES
Several remedial alternatives were developed to assess potential cleanup costs for the site.
The remedial alternatives evaluated range from no action with monitoring (low cost, low
effectiveness) to significant excavation (high cost; high effectiveness).
A list of remediation options was considered in developing'the remedial alternatives. These
options are listed below.
Groundwater
The following remedial options were used m developing alternatives for groundwater
remediation:
· Monitoring/Natural Attenuation (20 year duration) - Monitor six wells semi-annually
for 10 years, annually for 10 additional years.
· Dewatering - Maintain groundwater levees below the existing hydrocarbon "smear"
zone to aid removal of residual free product, reduce potential for migration of
, contaminants in soil, and possibly enhance natural attenuation processes.
Soil
The following remedial options were used in developing alternatives for soil remediation:
· Cap and Cover - Install cap consisting of a geocomposite clay liner and clean soil
cover layer.
· Cutoff Wall - Contain site groundwater with an oil-resistant geomembrane or sheet
pile wall.
e Soil Excavation - Excavation and offsite disposal of contaminated soil. This option
is included for completeness to provide an upper bound remediation cost.
An in-situ remedial alternative, Oxygen Releasing Compound, was considered but it was
determined that this site is not a good candidate for this type of remediatiOl) due to the
presence of free product in some wells and soil conditions.
Sediment
The following remedial options were used in developing alternatives for sediment
remediation:
· Sediment Removal - Excavation of a 3-foot layer of sediment locateci between the
toe of the shoreline bank and the mean lower low water (MLL W) .line. Sediment
would be excavated in the dry during low tides and disposed of off-site in a Subtitle
D landfill. This estimate is based on an assumed volume of 3,000 cubic yards.
· Sediment Capping - Placement of an oil-resistant geomembrane and 3 feet of cobbly
pit run fill over sediment located between the toe of the shoreline bank and the
extreme low water line. Exact dimensions are unknown, and a 50x 1 00 foot impacted
area was estimated for purposes of estimated costs.
The remedial alternatives presented below were developed from these options. Details and
estimated line item costs associated with these alternatives are provided in Appendix D.
(1) Monitoring with no active remediation or institutional controls such as deed
restrictions.
June 2005 I 255-1896-064
7-1
(2) Point of contact compliant soil capping system with monitoring and institutional
controls such as deed restrictions.
(3) Point of contact compliant soil capping system and cutoff wall with monitoring and
institutional controls such as deed restrictions.
(4) Cutoff wall and dewatering with monitoring and institutional controls such as deed
restrictions.
(5) Point of contact compliant soil capping system, cutoff wall and dewatering with
monitoring and institutional controls such as deed restrictions.
(6) Cutoff wall and soil excavation with limited monitoring.
Each of the upland alternatives were evaluated for effectiveness/risk reduction, ,
iinplementability, aNd cost. The scoring analysis used to evaluate the alternatives is presented
in Table 8-1. The alternatives which presented the highest value based on these evaluation
criteria are summarized below. "
· Alternative 2: Cap and Cover with Monitoring - The cap and cover alternative
provides a barrier to receptors for the upland portion of the site but does not provide
containment for groundwater or soil contaminants to migrate off-site along the
shoreline. Institutional controls would be required to protect against exposure to
subsurface contaminants. This alternative is unlikely to substantially reduce
petroleum hydrocarbon or lead concentrations in' soil or groundwater to below
regulatory limits. The preliminary estimate for implementing the cap imd cover
alternative is $680,090 which includes 20 yeats of groundwater monitoriNg. This
alternative offers a lower cost with a lower level of containment than Alternative 3.
· Alternative 3: . Cap, Cover and Cutoff Wall with Monitoring - The cap/cover
plus cutoff wall alternative would provide a higher degree of containment than the
cap and cover alternative as it includes additional containment of the upland material
along the shoreline. Institutional controls would be required to protect against
exposure to subsurface contaminants. This alternative is unlikely to substantially
reduce petroleum hydrocarbon or lead concentrations in soil or groundwater to below
regulatory limits. The preliminary estimate for implementing the cap/cover. plus
cutoff wall alternative is $1,100,000, which includes 20 years of groundwater
monitoring. This alternative offers a higher level of containment with a higher cost
than Alternative 2.
Sediment remediation, if required, is estimated to cost an additiONal $300,000. Please note
these cost estimates are based on the limited site data currently available. Actual remedial
action construction costs can be anticipated to be within -30 percent to +50 percent of. the
costs indicated in Appendix D.
7-2
June 20051 255-1896-064
8. RECOMMENDATIONS
8.1 CONSIDERATIONS FOR PROPERTY ACQUISITION
Prior to acquiring the Chevron property, the City of Bremerton should consider several
factors that may impact 'the decision whether or not to purchase the property and the terms of
a purchase and sale agreement.
8.1.1 Future Use of the Property
This property is an excellent candidate for future development as a park. If a capping
alternative is selected, the cap could consist of soil and grass, or other appropriate vegetation
and would be eligible for cleanup grant funding. Future property fe-use that would potentially
require disturbance of contaminated soils may be problematic unless a soil excavation
alternative is selected due to institutional controls placed at the site under any ,other
alternative.
8.1.2 Regulatory, Framework and Risk Threshold
. Any regulatory approach which involves the Department of Ecology has implications both in
regards to liability, and funding. The City should consider the level of risk, benefits to the,
environment and community, and funding strategy as some approaches provide an
opportunity for liability reduction, lowered risk to human health and the environment aNd an
opportunity to pursue State or Federal funding and others do not.
8.1.3 Project Costs and Funding Oppprtunities
The overall costs to the City for the project should be c0nsidered. These, would include the
sale price of the property, the cost for cleanup or potential costs for no action, the costs for
construction if the property will be re-:used, the parameters surrounding funding opportunities
and the overall value to the City. '
8.2 RECOMMENDED ALTERNATIVES AND FUNDING OPTIONS
Based on the cleanup cost estimates presented in Section 7 and the considerations identified
in Sections 1.3 and 8.1, different programs should be considered during the redevelopment of
this property. While no guarantee exists regarding either Ecology requirementsJor remedial
action or grant receipt, a reasonable scenario would assume the selection of either Alternative
2 or 3 and a high probability of both Ecology cost match and Brownfields Grant funding.
Sediment issues appear to',be negligible however, sediment data is very limited aild additional
characterization and/or remediation of sediments is possible. For purposes of this report, it is
assumed that Alternatives 2 or 3 would be selected and that NO sediment cleanup would be
required. Qptions for selecting a cleanup program based on this would include:
· Agreed Order: Under this scenario the City could recover up to 50 percent of
cleanup costs from Ecology. In addition, Brownfields Grants could be used to defray
City expenses. Benefits of this approach include greater access to funding sources as
, well as lower long term liability to the City. Risks associated with this alternative
include no guarantee of funding, higher project costs, and the probability that a more
rigorous cleanup alternative (Alternative 3) would be required. Two cost scenarios
were evaluated. They are presented in Table 8-1
June 2005 I 255-1896-064
8-1
Table 8-1. Alternative Cost Scenarios
Total Cost
Ecology Share (50% match, up to)
Brownfields Assessment Grant (no match, up to)
Brownfields Cleanup Grant,(20% match, 'up to)
City Match or Cleanup Grant (maximum)
Alternative 2
. $681,000
$340,000
$200,000
$350,000
$70,000 ,
Alternative 3
$1,094;000
$541,000
$200,000
$350,000
$70,000
.. Independent Remedial Action: This approach is regulated by WAC '173-340-151.
Under this scenario the City would act independently of Ecology, conduct remedial
action, submit a report to Ec;ology, and await response. Benefits of this approach
include City control over selection of an alternative and lower overall project costs.
This would create less financial risk to the City if no cost recovery occurred. The
'limitations ofthis approach include no possibility of obtaining funding from Ecology,
a lower probability of obtaining Brownfields Grants and increased long term liability
to the City. It should be noted that (based Of) over 15 years of inaction) enforcement
action at this site is highly unlikely as long as the City makes a good faith effort to
improve current conditions. This does not prevent future enforcement action
however. Should the independent cleanup action be selected, a cost scenario for
Alternative 2 is shown in Table 8-2 (cap and cover would be selected by the City
based on cost).
Table 8-2. Funding Scenario for Independent Remedial Action
Total Dollars
Total Cost
Brownfields Cleanup (20% match, up to)
City Match
$681,000
$350,000
$70,000
Based on this analysis and assuming that sediments are not an issue, we recommend that the
City proceed with an Agreed Order strategy. Negotiation of the Agreed Order would likely
involve the implementation of a remediation approach similar to Alternatives 2 or 3.
Additional sediment characterization may be required as part of this Agreed Order. However,
this approach is still the best value to the City based on two factors:
· Probability of grant funding for cost recovery.
· Reduction of long-term liability.
8-2 June 20051 255-1896-064
9. LIMITATIONS,
The potential for environmental liability associated with therelease or threatened release of
hazardous substances, and complianc~ with federal-and state environmental laws, has become
a major concern with mariy pubiicagencies and pri"ate companies considering preperty
transaction. Federal and state regulati_ons do not specify the amount of effort ne<;essary to
determine environmental ,status of real property. However, if brought to litigation, the com1
will conSIder specialized knowledge' or experience of the defendant, the, relatiOl'lship of the
purchase price to the value of the property, and the ability to detect such contaminati~h by
appropriate insp~ction.
Parametrix performed this assessment with a limited amount of historical data. Judgments
'leading to conclusions and recommendations are made generally, with an incomplete
knowledge of the subsurface and former conditions applicable 'to the site - and adjacent'
,~ , " I
properties.
The assessment contained in this report is subjective; qualitative and based mainly on the
professional judgmeNt of the Parametrix staff after review and, cOl1sideratiori of available
information. Because site activities and regulations beyond our control could change at any
time after the'completion of ' our observations, findings, and opinions can be considered valid
, only as of the date of this report. '
June 2005 I 255-1896-064
9-]
10. REFERENCES
Ecology, 1991: Site Hqzard As~essment Summary Report for" Chevron Tank, Fqrm,
Bremerton, Washif1,gton, July 1991,. W~~hingioi1 D~partmentbf Ecology' (49)
, '
" '
, ". -. ,.
Hart Crowser, 19S'9:Letter Summarizing Work Ac~omplished
GTI, 1995: Letter to R~neWhite :RE: Former Chevron Bulk Terminal- Bremerton,
Washington Site Remediation Plans, Groundwater Technology, July 13~ 1995"
. '
Gettier7Ryan: 2003: Groundwater Monitoring and'Sampling Report, Eyent of March 7,
2003; Gettler-Ryan, Inc., April 16, 2003 (22) "
" '
Pacific Environmental Group, 1994:' ,Supplemental Environmental' Site ,Assessment
" Decommissioned Chevron Bulk Terminal'- No. 61001351, 1310 Higl:iland Avenue,
Bremerton, Washington, Pacific Environme,ntal Group; Inc., March 10, 1994;
Hart Crowser, 1991: ,Status Report Interim Remedial Action Vapor ExtraC:'tioh System
Chevron Former Bulk Terminal, Brerrierton, Washington; Hart Crowser, December 16,
, 1991. . '
, Emcon, 1995: Letter Report, Fourth Quarter (September 22 to December 19, 1994) Vapor
Extraction System Monitoring,' Former Chevron Bulk Fuel Facility 6,1001351, 1310
Highland Avenue, Bremerton, Washington, Emcon'Northwest, Inc. January 13,1995.'
Parametrix, 2005: Technical Memor~nd~m:, Sediment S~mpling 'Results, Former Chevro~
Property, 1310 Highland Avenue, Bremerton, Washington, Parametrix; May 10,2005. '
June~2005 I 255-1896-064
10-1
,,"'"
APPENDIX A
Contaminated. Site Development Strategy Letter
APPENDIXB,
, Washington Department of Natural Resources Lease,
APPENDIX C
list of Reviewed Documents
APPENDIX 0
Remedial Alternatives Detail
AGENDA BILL
CITY OF BREMERTON
CITY COUNCIL
BILL # OS" 30,/
DATE SUBMITTED: December 23,2005
CoB
...........m............~...............................~..............................I
SUBJECT: Ordinance No. L.I q (p \ '
anlending Ordinanc,e No. 4956 to make
corrections to the wastewater rate schedule
Committee Meeting D~te:
COUNCIL MEETING Date: December 28, 2005
D~partI1?:ent: . City Attorney's Office
Presenter: Ken Bagwell
Phone: 473-2345
SUMMARY: Ordinance No. 4956 adopted new assessmen~s, rates, fees and charges for municipal .
water, wastewater, and stormwater service., The Retail Wastewater Service Rates in Ordinance No.
4956 did not incorporate the increases as intended.' The proposed ordinance amends Ordinance No.
4956 to establish the increase as intended.
ATTACHMENTS: Proposed Ordinance }.fl), 'i '1ftp{
FISCAL IMPACTS (Include Budgeted Amount):
APPROV ALS:
DEPARTMENT DIRECTOR: . '.. ~
CITY ATTORNEY: / . . .~,~/'
FINANCE DIRECTOR: '.~- .
MAYOR: fJ/' /' .
J/
Hf/4yl1l tt.f orf' - &W1~_:II;I:3.,Jor
, I '
~;:::I~~/~
RECOMMENDED. MOTION: Move to pass Ordinance No. '1q~ I , which amends Ordinance
No. 4956 to include wastewater rate increases as intended by Ordinance No. 4956.
FISCAL/BUDGET:
OPERATIONS:
COUNCIL PRESIDENT:
I CONSENT AGENDA 0 I
COUNCIL ACTION: D Approve D Deny D Table
D Continue D No Action
ORD INAN CE NO. !:i!l.k.J
AN ORDINANCE of the City Council of the City of
Bremerton, Washington, amending Ordinance No. 4956 which
adopted Appendix A of Section l5.06.0l5, of the Bremerton
Municipal Code relating to assessments, rates, fees, and charges
fO,r municipal water, wastewater, and stOfmwater services to maky
'corrections to the Retail Wastewater Service Rates to establish new
rates as intended in that ordinance.
WHEREAS, City Council adopted Ordinance No. 4956 on November 30, 2005,
which adopted new assessments, rates, fees and charges for municipal water, wasteWater, and
storm water services; and
WHEREAS, the Retail Wastewater Service Rates adopted by Ordinance No. 4956
did not incorporate the increases as intended; and
, WHEREAS, City Council desires to amend Ordinance No. 4956 in order to
establish the increase as designated and intended in Ordinance No. 4956; NOW THEREFORE
, ,
THE CITY COUNCIL OF THE CITY OF BREMERTON, WASHINGTON DOES
HEREBY ORDAIN AS FOLLOWS:
SECTION 1. Page 4 of Appendix A of Section 15.06.0l5 ofthe Bremerton
Municipal Code as adopted by Ordinance No. 4956 is hereby amended to make corrections to the
, Retail Wastewater Service Rates to read as set forth in Exhibit A, attached hereto and
incorporated herein by reference, as intended in Ordinance No. 4956.
, SECTION 2. Section 1 of thIs Ordinance shall be effective January l, 2006 or on
the effective date ofthis ordinance, whichever is later. '
SECTION 3. Severability. If anyone or more sections, subsections, or sentences
of this Ordinance are held to be unconstitutional or invalid, such decision shall not affect the
, validity of the remaining portion of this Ordinance and the same shall remain in full force,and
effect.
SECTION 4. Effective Date. This Ordinance shall take effect and be in force ten
(10) days from and after its passage, approval, and publication as provided 'by law..'
PASSED by the City Council the
day of
,2005
DAREN NYGRE~, Council President
Ordinance No. 4956 Amendment
2006 Utility Rates
Approved this
day of
,2005
CARY BOZEMAN, Mayor
ATTEST:
APPROVED AS TO FORM:
PAULA JOHNSTON, City Clerk
ROGER A. LUBOVICH, City Attorney
PUBLISHED the
EFFECTIVE the
ORDINANCE NO.
day of
day of
,2005
,2005
R:\LEGAL\Ordinances\Public Works & Utilities\2006 Rate Ordinance Amendment.doc
Ordinance No. 4956 Amendment
2006 Utility Rates
Within Outside
City Limits' ~ City Liniits ~
" RETAIL WASTEWATER SERVICE RATES
Monthly Service Charge
Single Family
Base Charge (per account) $ 18.12 $ 27.40 $ 20.81 $ . .31.50
Commodity Charge (per RCF) $ 3.68 $ 4.24
Dupiex on I Meter or 2 Bldgs on 1 Meter
Base Charge (per unit) $ 11.37 $ 21.70 $ 16.53 $ .24,95
Comm<?dity Charge (per RCF) "$ 3.68 $' 4.24 '
Multi - Family
Base Charge (perunit) . $ 11.37 $ 21.70 $ 16.53 $ 24.95
Commodity Charge (per RCF) $ 3.68 $ 4.24
CommerCial I
Base Charge (per account) $ 26,79 $ '40,50 $ 30.81 $ 46:50
Commodity Charge (per RCF) $ , 3.78 $ 4.34
Commercial II
Base Charge (per account) $ 27.26 $ 41.20 '$ 31.35 $ 47.40
,Commodity Charge (Per RCF) $ 5.92 $ 6,81
Commercial III
Base Charge (per account) $ 27,02 $ 40.80 $ . 31. 07 $ 46.95
Commodity Charge (per RCF) $ 4.85 $ 5,57
Low-Income Senior and Low-Income Dis~b1ed Citizen
Base Charge (per a~count) $ . 11.25 $ 17.00 $ 12.91 $ ,19.55
Commodity Charge (per RCF)
0- 5 RCF/Month No charge No charge
Over 5 RCF/Month $ 3.68 ' $' 4.24
Septage Disposal
(Per Gallon of Tank Capacity) $ 0.20 $ 0.20
EXHIBIT A
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