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HomeMy WebLinkAbout3100084 JUL 02 '98 ITHU) II 54 LAND TITLE ESCROW 360 692 S669 PAGE, 1/8 ". ., ....... RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: , hll,eby r...,IIfV I"'" lhis 18 8 TRUE 8 I usCI Copy, By: D81e: Heller Ehrman White & McAuliffe 6100 Columbia Center 701 Fifth Avenue Seattle, Washington 98104 Attention: Leslie C. Nellennoe .1.11'~Jl 3100084 p'., 1 of 8 871811199881: 1 iP Kits. Co. IlA , /:-"1/134. STATUTORY WARRANTY DEED Grantor: Beem-Air Disposal,loe" an Oregon corporation Grantee: The City of Bremerton, a Washington municipal corporation Legal Description (abbrev,): Quarter: GOV'T LT t, Section 13, Township 24 North, Range 1 EAST Tax Account Nos.: 13240t-2-015-2ool, 132401-2-029-2005, 132401.2-02S-2006, 132401-2-022-2002, 3709.()05-00S.Q009, 3709-005 -009-0OOS. Reference Nos. of Documents Released or A8&igned: ,N/A The Grantor, Brem-Air Disposal, Inc., an Oregon corporation, fur and in consideration of TEN DOLLARS ($10.00) and other valuable consideration in hand paid, conveys and warrants to the City ofBremerton, a Washington municipal corporation, the real estate described on ~bit A attached hereto, all subject to the exceptions described on Exhibit B attached hereto, ,situated in the County of Kit sap, State ofWasbington: Dated: June 1L 1998, ~ JUL'I1998 BREM-AlR DISPOSAL, INC., an Oregon corporation AUOlTOA'8 NOT! LIBIrV FOIlIll!COllOllG AND COP'tlNG ON8A1l8F1lClORY IN A POIl1Ql Of ntI8 WSTRUMENT WHEN AECEIYED. By: Print Name: Title: (acknowledgment attached) .' 1 JUL 02 '96 (THUl 11,55 LAND TITLE ESCROW . . STATE OF WASHINGTON ) ) ss: COUNTY OF KlTSAP ) 360 692 8669 PAGE, 2/8 On this 29th day of June, 1998, before me pelaOnally appeared Robert Berres, to me knowD to be the Vice President ofBrem-Air DiSP08a!, Ino., lIII Oregon corporation (Grantor), the corporation that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act alld deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument. In witness whereofl have hereunder set my hand and affIXed my official seal the day and year first above written. .ITIIIII tllJ.J 3100084 Pill" 2 of 8 87181/198881'17P KitSllll Co, III 2 Filed for Record at Request of: When Recorded Return to: Name Bremerton City Clerk 3006782 Page' 1 of 32 83/17/97 18'87A Ki \sap Co, ~A DOcua8nt Title: Real Estate Option Reference Humber of Document Assigned or Released: Not Applicable Grantor's Name: Envirofil, Inc., a Delaware corporation Grantee's Name: City of Bremerton, a municipal corporation Abbreviated Legal Description: S13, T24, RIE, WM.; and BAYVIEW ADDN., B5, LTS. 8 & 9, EXC. E. 29 FT. THOF (Additional legal on Exhibit "A" of document) Assessor's property Tax parcel/Account Numbers: 132401-2-022-2002; 132401-2-029-2005; 3709-005-009-0008; 3709-005-008-0009; 132401-2- 015-2001; and 132401-2-028-2006. REAL ESTATE OPTION AGREEMENT THIS REAL ESTATE OPTION AGREEMENT ("Agreement") is made and entered into as of November 26, 1996 by and between ENVIROFIL, INC., a Delaware corporation ("Envirofil") and the CITY OF BREMERTON, a municipal corporation ("the City") . RECITALS A. Envirofil is the owner of that certain real property located in Bremerton, washington, legally described in Exhibit "A" attached hereto and incorporated herein by this reference, and identified and depicted on Exhibit "5" attached hereto and incorporated herein by this reference, and appurtenances, easements, licenses, applications, permits and governmental approvals and consents relating to or serving such real property (collectively the "Property"). 1 B. The property is contaminated with hazardous substances at such levels that the Washington state Department of Ecology ("Ecology.) may require the Property to be remediated. C. If acceptable, terms of remediation can be negotiated and agreed upon between the City and Ecology, the City desires to acquire and develop the Property for park and recreational purposes in accordance with the City's comprehensive park plan. D. To facilitate its further study of the Property and the feasibility of its remediation and development for park and recreational purposes, the city desires to acquire the exclusive right and option to acquire Envirofil's title to the Property. AGREEMENT In consideration of the mutual covenants and promises contained herein, the parties hereto hereby agree as follows: 1. Grant of option. Subject to the terms, covenants and conditions set forth herein, Envirofil hereby grants to the city the exclusive right and option (the "option") to acquire all rights, title and interest of Envirofil in the Property. 2. Term of Option. The term of this Option shall commence on the date hereof and shall continue until exercised or the term of this Option expires on December 31, 1997. 3. Consideration for Option. The consideration for this Option is ten dollars ($10.00) and other valuable consideration, including the city's promise to undertake good faith efforts to negotiate remediation of the Property with Ecology and to bear the cost and expenses of all investigation and analysis it deems necessary to undertake during the term of this option, as well as the City's promise to deliver and make available to Envirofil the results and reports of such investigations. \\ \\ \\ \\ \\ \\ 'I \ lrl; t 1,'1 '11 : ,',' j' IREMER Q~ (~T "' ,. " I (B,19 3006782 Page' 2 of 32 83/17/97 18'87A Ki\sap Co, ~A l(a) 4. Consideration for Transfer of Title. If the City exercises this Option, as full consideration for Envirofil's transfer and conveyance of title in and to the Property to the City, the City shall agree to assume all obligations relating to or arising from the property and shall agree at closing, as evidenced by its execution of a Hazardous Substances Remediation and Indemnification Agreement in the form attached hereto as Exhibit "CO, to indemnify and hold Envirofil harmless from and against any and all (i) costs and expenses arising directly or indirectly from the environmental condition of the Property or remediation of the Property pursuant to a consent decree entered into with Ecology or otherwise, and (ii) enforcement, cleanup, removal, remedial or other government or regulatory actions, agreements or orders threatened, instituted or completed relating to the Property and (iii) other claims, obligations, liabilities, demands, judgments, causes of action, costs and expenses (including attorney's and consultant's fees and disbursements) of any kind or nature, including, but not limited to, those for personal injury or property damage, which arise out of or relate in any way to any use, handling, production, transportation, disposal, release, presence or storage of any hazardous materials in, under, on, about or from the Property. 5. Condition of Title. 5.1 within twenty (20) days after execution of this Agreement by both Envirofil and the City, Envirofil shall deliver to the city a current title commitment (the "Title Commitment") with copies of all exceptions or conditions referred to therein which would appear in the Owner's Standard Coverage ALTA Policy of Title Insurance to be issued at Closing as provided in Paragraph 10.1(b). 5.2 The City shall have a period of twenty (20) days after the date of receipt of the Title Commitment to review the Title Commitment and to give notice to Envirofil of such objections as the City may have to any defect or encumbrance set forth in the Title Commitment. Any defect or encumbrance to which the city does not object within such twenty (20) day period shall be deemed to be accepted by the city and shall be a Permitted Exception as provided in Paragraph 5.3. If the City shall object to any defect or encumbrance, Envirofil shall advise the City within twenty (20) days after the city's notice whether Envirofil can remove such defect or encumbrance, If Envirofil \\ \\ I .1 IJ ~,L.I.IJL..J_..I, ; I, " IREI~Ek ON OPT $38 ,Jc: 3006782 Page' 3 of 32 83/17/87 18'87A Ki isap Co, ~A 2 advises the City that Envirofil cannot remove any particular defect or encumbrance, Envirofil may terminate this Agreement. If Envirofil so advises the City but does not terminate this Agreement, the City shall elect by written notice to Envirofil within ten (10) days after the City receives such notice from Envirofil (i) to waive such defect or encumbrance and proceed with this Option, or (ii) to terminate this Agreement. Upon any termination of this Agreement under this Paragraph 5.2, Envirofil and the City shall have no further rights or obligations hereunder, If the City does not select one of such options within such ten (10) day period, the City shall be deemed to have waived its objection to such defect or encumbrance and it shall be a Permitted Exception as provided in Paragraph 5.3. 5.3 Envirofil shall convey and the City shall accept good and marketable title to the Property by Statutory Warranty Deed in fee simple, free and clear of all defects and encumbrances, except for: (i) the rights and reservations expressed in the U. S. Patent to the Property; (ii) the lien of current real estate taxes not yet due and payable; (iii) usual and ordinary public utility easements for gas, electric, water, sewer and other utility lines to the Property; (iv) governmental building, land use and zoning regulations, codes, laws and ordinances; (v) consents by Envirofil or any former owner of the Property for the erection of any structure or structures on, under or above any street or streets on which the Property may abut; (vi) rights of tenants existing as of Closing and (vii) those accepted by the City in accordance with Paragraph 5.2 (collectively, the "Permitted Exceptions") . 6. Feasibilitv Studv/Grant of Easement. 6.1 The City shall have a period commencing with the date of execution hereof and extending through the term of this Option in which to study the feasibility of remediation and development of the Property for park and recreational purposes. 6.2 Envirofil hereby grants the City a right of access to the Property for purposes of conducting environmental investigation and remediation upon the Property during the term of this Option. The City or its agents shall be permitted to enter the Property to conduct environmental investigation and remediation of the Property, including without limitation, drilling, testing, soil and groundwater sampling, excavation and installation of monitoring wells or other remediation equipment or structures thereon and upon any other property owned or controlled by Envirofil to which any environmental contaminants may have migrated from the Property. 6.3 Envirofil agrees to deliver to the City upon execution of this Agreement all studies and tests in its possession, of which Envirofil has knowledge, relating to the 3 1-1'1111 ~n 1'[' CITY )~ BREMERTG l DPT _I J.l9', JS 3006782 Page' 4 of 32 83/17/97 la'87A Ki \sap Co, ~A Property. All tests to be conducted by the City shall be conducted at the City's expense. 6,4 The tests by the City shall be performed in a workmanlike manner in compliance with all applicable federal, state and local laws, ordinances, rules and regulations. The City shall exercise reasonable care not to damage the Property or unreasonably interfere with the security of the Property. Envirofil will have the right to have a representative of Envirofil accompany the City and its employees, representatives, agents and contractors while they are on the Property. Any entry by the City or its employees, representatives, agents or contractors will not unreasonably interfere with Envirofil's use of the Property or any part thereof. 6.5 Within thirty (30) days after the execution of this Agreement, the City shall construct, at its expense, a fence around the Property and take reasonable steps to restrict and control access to the Property during the term of this Option. The City shall maintain good order among its employees, representatives, agents and contractors who come onto the Property and shall confine such employees, representatives, agents and contractors and their equipment, if any, to those portions of the Property necessary to perform the tests by the City. 6.6 If the City does not exercise its Option to acquire the Property, the City shall restore the Property at its sole cost and expense and properly abandon and remove, in accordance with applicable federal, state and local laws, ordinances, rules and regulations, all groundwater wells and other facilities installed on the Property, including removing any portions of the groundwater wells that are visible at or above the surface of the Property. Until restoration is complete, the City shall take all steps necessary to ensure that any conditions on the Property created by the tests will not interfere with the normal operation of the Property or create any dangerous, unhealthy, unsightly, nuisance or noisy condition on the Property. 6.7 The City shall keep Envirofil informed of the progress of its testing and shall provide Envirofil with copies of all preliminary test results, reports and other such information received by the City in connection therewith. The City shall not prepare and deliver any final reports without first discussing the preliminary test results and reports with Envirofil and considering, in good faith, the input of Envirofil and the interests of the owner of the Property. The parties agree that all information shall be kept confidential and shall not be used for any purpose other than the evaluation of the environmental condition of the Property as set forth herein. The City agrees not to disclose the contents of any such report to 4 '.'I.II'I'll-l"lI' ; TV OJIIE R DH DPT fJJ ,J8 3006782 Page' 5 of 32 93/17/97 18'97A Ki \sap Co, WA any third party, except with Envirofil's prior consent, or except as to such disclosure as may be reasonably required for the City to communicate with consultants and/or negotiate with Ecology, the United States Environmental Protection Agency ("EPA"), or other agency having jurisdiction over the Property. 6.8 The City agrees to indemnify and hold harmless Envirofil and its directors, officers, employees, agents and affiliates from all damages, claims, liabilities, liens, and expenses, including attorney's and consultant's fees, arising out of the City's activities pursuant hereto. 7. Contact with Ecoloov and/or EPA. Envirofil agrees that all contacts with Ecology, EPA and any other regulatory agency with jurisdiction over the Property concerning contamination of the Property shall be made by the City, or its representatives; provided that the City shall advise Envirofil of all contacts in advance and shall consider in good faith the input and comments submitted by Envirofil. Envirofil agrees that it will not directly communicate or attempt to communicate with any regulatory agency with jurisdiction over the Property about matters relating to the contamination of the Property, except jointly with the City. In the event Envirofil is contacted in any way by a regulatory agency concerning contamination of the Property, Envirofil shall promptly notify the City of the contact, forward all documents concerning or comprising the contact to the City, and allow the City to reply to the agency, with the participation of Envirofil if it desires, if a reply is required. During the term of this Option, the City shall pay all costs of dealing with Ecology, EPA and any other regulatory agency with jurisdiction over the Property. 8. Exercise of Option. The City may exercise this Option at any time during the option term by giving Envirofil written notice of its intent to exercise this Option. 9. Cooperation. Envirofil shall, in good faith, cooperate with the City, at the City's expense, in the City's efforts to determine if the Property may be developed into a City park including signing property plans, plats, a consent decree approved for remediation of the Property and all documents incidental to and in furtherance thereof, zoning documents, and other similar documents, as long as such property plans, plats, consent decree, zoning and other documents only become effective if the City acquires title to the Property. 10. Closinq. The closing of this transaction (the "Closing") shall take place at the offices of the City Attorney (the "Escrow") on or before thirty (30) days after exercise of this Option by the City or at such other date as Envirofil and the City shall agree (the "Closing Date") . 5 1-111"1"1-1-1 ~ITY ('IE TDN OPT $;J !, 88 3006782 Page' S of 32 83/17/97 18'87A Ki\sap Co, ~A 10.1 At or prior to the Closing, Envirofil shall execute and deliver or cause to be delivered to Escrow the following documents: (a) Statutory Warranty Deed duly executed and acknowledged, conveying to the City the Property in fee simple, free and clear of any lien, encumbrance or exception other than the Permitted Exceptions; (b) An Owner's ALTA Standard Coverage Policy of Title Insurance issued by the Title Company in such amount as requested by the City conforming to the requirements of Paragraph 5.3 (the "Title Policy"); and (c) funds to pay all prorations to be paid by Envirofil at Closing, if any. 10.2 At or prior to Closing, the City shall deliver to Escrow the executed Hazardous Substances Remediation and Indemnification Agreement and funds to pay all closing costs and expenses to be paid by the City hereunder. 10.3 Real property taxes, utility charges constituting a lien on the Property, and assessments shall be prorated as of Closing. The City shall pay the premium for the Title Policy, the State of Washington real estate excise tax on the conveyance, if any, and the fee charged by the Escrow. 11. General ReDresentations and Warranties of Envirofil. Envirofil represents and warrants to the City that, to the actual knowledge of Envirofil, each of the following is true as of the date hereof and shall be true as of the Closing Date: 11.1 Envirofil is the owner of the Property and has the power and authority to sell the Property as provided in this Agreement, and the granting of this Option and sale of the Property pursuant to this Agreement has been duly authorized by Envirofil, 11.2 There is no pending condemnation or similar proceedings affecting the Property, except as otherwise disclosed in the Title Commitment or otherwise disclosed to the City in writing prior to Closing. If Envirofil notifies the City of any such proceeding prior to Closing, the provisions of Paragraph 16 shall apply. 11.3 Envirofil has paid (except to the extent prorated at Closing) all local, state and federal taxes (other than real and personal property taxes and assessments not yet due) attributable to the period prior to the Closing Date which, if not paid, could constitute a lien on the Property, or for which the City may be held liable after Closing. 6 ct ..Jllrl,I'I,l 3006782 Page' 7 of 32 83/17/97 18'87A Kitsap Co, ~A 11.4 Envirofil will use all reasonable efforts to fulfill all of the conditions of this Agreement which are within its power to fulfill. 11.5 Envirofil makes no representations or warranties express or implied regarding the Property other than those specified in this Agreement, and specifically, without limitation, makes no representation or warranty of any kind or nature concerning the environmental condition of the Property, 12. ReDresentations. Warranties and Covenants of the Citv. The City represents and warrants to Envirofil that each of the following is true as of the date hereof and shall be true as of the Closing Date, and acknowledges and covenants as follows: 12.1 The City has the power and authority to enter into this Agreement and acquire the Property as provided in this Agreement and the execution of this Agreement and acquisition of the Property pursuant to this Agreement has been duly authorized by the City. 12.2 The execution and delivery of this Agreement by the City, the performance by the City of its obligations hereunder and the consummation of the transaction contemplated hereby will not conflict with or result in any breach or violation of any of the provisions of or constitute a default under any indenture, mortgage, charter, instrument, bylaw, law, regulation, judgment, injunction, order, writ or regulatory order or any other agreement or instrument to which the City is a party or by which it is bound nor will any consents or authorizations be required other than necessary to fulfill the representations and warranties herein. 12.3 The City is aware that the Property has been used as industrial property and is contaminated with hazardous wastes and is fully aware that environmental remediation of the Property may be required. 12.4 Prior to exercise of this Option, the City shall inspect and test the Property to the extent the City deems necessary, shall become fully familiar with the physical condition and repair thereof, including any environmental/hazardous waste issues with the Property, shall rely on its own pre-closing inspections and investigations and shall accept the Property "AS IS, WHERE IS" and in its present condition, including anything relating to the environmental condition of the Property and hazardous substances on, in or under the Property, subject to reasonable use, wear, tear and natural deterioration between the date of this Agreement and the Closing Date, without any change in the terms or conditions of this Agreement. 7 ~IIIJIJ IIrl ~1]lr 3006782 Page' 8 of 32 S3/17/97 18'S7A Ki\sap Co, ~A 12.5 Prior to exercise of this Option, the City shall make such other examinations of all other matters affecting or relating to the Property and this transaction as the City deems necessary. In entering into this Agreement and the Closing of the purchase of the Property, the City has not and will not have been induced by and has not relied and will not rely upon any representations, warranties, documents or statements, whether express or implied, made by Envirofil or any agent, employee or other representative of Envirofil or by any broker or any other person representing or purporting to represent Envirofil whether or not any such representations, warranties or statements were made in writing or orally, except for the representations and warranties set forth in Paragraph 11 of this Agreement. 12.6 The City will use all reasonable efforts to fulfill all of the conditions of this Agreement which are within its power to fulfill. 13. Covenants of Envirofil. 13.1 Envirofil shall not do or cause to be done anything that would cause any representation or warranty of Envirofil hereunder to be untrue. 13,2 During the term of this Option, Envirofil shall not sell, dispose of or encumber any portion of the Property, except for encumbrances that are removed from the Property at or prior to the Closing, and shall not accept any other offers or enter into any other contracts for the sale, exchange or transfer of the Property or any portion thereof. 14. Conditions Precedent to the Citv's Obliqations to Close. The obligation of the City to consummate the transactions contemplated by this Agreement is subject to fulfillment of the following conditions at or prior to the Closing Date (unless waived in writing by the City) : 14.1 The representations and warranties made by Envirofil herein shall be true and correct in all material respects at and as of Closing, and Envirofil shall have performed and complied in all material respects with all agreements, covenants and conditions contained in this Agreement required to be performed or complied with by Envirofil prior to or at Closing. 14.2 The Title Company has agreed to deliver at Closing the Title Policy insuring title to the Property in the City subject only to the Permitted Exceptions. 14.3 Envirofil shall have executed and delivered to Escrow the Deed and any other documents and instruments necessary 8 ~'Jlll! Il,1 -Ill 3006782 Page' S of 32 83/17/97 18'87A Ki \sap Co, ~A for Envirofil to perform all of its obligations under this Agreement. 14.4 Envirofil shall have paid its share of the Closing costs and prorations required hereunder. If all of the above conditions are not satisfied at or prior to Closing, the City may terminate this Agreement by notice to Envirofil unless the City and Envirofil agree to extend the term of this Option. 15. Conditions Precedent to Envirofil's Obliqations to Close, The obligation of Envirofil to consummate the transactions contemplated by this Agreement is subject to fulfillment of the following conditions at or prior to the Closing Date (unless waived in writing by the Envirofil) : 15.1 The City shall have executed and delivered to the Escrow the Indemnity Agreement and its share of the Closing costs and prorations required hereunder. 15.2 The City shall have performed its all of its obligations hereunder. If all of the above conditions are not satisfied at or prior to Closing, Envirofil may terminate this Agreement by notice to the City unless the City and Envirofil agree to extend the term of this Option. 16. Condemnation. If prior to the Closing Date, all or any part of the Property shall be taken by condemnation in any proceeding by a governmental authority or other entity vested with the power of eminent domain or shall be acquired for public or quasi-public purposes or condemnation proceedings therefor shall have been instituted, then the City or Envirofil may elect to terminate this Agreement by giving the other party notice to such effect within thirty (30) days after the City receives notice of such occurrence and upon such termination Envirofil and the City shall have no further rights or obligations hereunder, If the City or Envirofil do not elect to so terminate, this Agreement shall remain in full force and effect and Envirofil shall, on the Closing Date, sell, transfer and assign to the City the Property and Envirofil shall be entitled to any award paid or payable for such taking. 17. Risk of Loss or Damaqe. Upon a significant loss of or significant damage to the Property, or a material portion thereof, by flood, earthquake or other calamity prior to the Closing Date, the City may elect either to terminate this Agreement, or to purchase the Property in the condition existing on the Closing Date. 9 JJo_JD_1I:111JI 3006782 Page' IS of 32 83/17/97 18'S7A Ki\sap Co, ~A 18. Attornevs' Fees. If a suit or action is filed to enforce, interpret or seek damages for the breach of this Agreement, the prevailing party shall be reimbursed by the nonprevailing party for all costs and expenses incurred in connection with such suit or action, including, without limitation, reasonable attorneys' fees and costs at trial and on appeal. 19. Default. If either party shall be in default of any of its obligations hereunder, the other party may, at that party's option, (i) terminate this Agreement by written notice delivered to the defaulting party at or prior to the Closing, (ii) enforce specific performance of this Agreement against the defaulting party and (iii) institute an action for all damages against the defaulting party. 20. Charitable Transfer. Envirofil and the City acknowledge and agree that if the City exercises this Option and the fair market value of the Property is determined to be in excess of the obligations assumed by the City hereunder, Envirofil may treat the acquisition of the Property by the City as a charitable contribution of the Property to the City by Envirofil to the extent allowed by law. 21. Notices. All notices, requests, demands and other communications in connection with this Agreement shall be in writing and furnished to the other party at its address listed below (or at such other address as may be specified from time to time by notice) and shall be deemed to have been duly given if delivered personally, sent via facsimile transmission or sent by certified or registered mail, postage prepaid, to the following respective addresses or at such other address as a party shall have last designated by notice to the other: If to Envirofil: Robert J. Berres, Jr. P.O. Box 990 Bremerton, Washington 98337 Fax No. (360) 479-1772 ,.WII-ln 3006782 Page' 11 of 32 83/17/97 18'87A Ki \sap Co, ~A 10 If to the City: Department of Public Works & Utilities 3027 Dlympus Drive Bremerton, WA 98310 Att: W. Eugene Sampley, nirp.ctor Fax No. (360) 478-5018 Notices, requests, demands and other communications sent by certified or registered mail shall be deemed given when delivered or, if earlier, three days after mailing. 22. Entire Aqreement. This Agreement sets forth the entire agreement of the parties as to the subject matter hereof and supersedes all prior discussions and understandings between them. This Agreement may not be amended or rescinded in any manner except by an instrument in writing signed by a duly authorized officer or representative of each party hereto. 23. Survival, The representations, warranties, covenants and agreements of Envirofil and the City contained in this Agreement shall survive the Closing of the transaction contemplated hereunder and delivery of the deed pursuant hereto. 24. Enforcement. The failure of either party to insist upon or enforce strict performance by the other party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such party's right to assert or rely upon any such provision in any other instance. 25. Amendments. This Agreement may be amended or modified only by a written instrument executed by Envirofil and the City. 26. Expenses. In addition to all costs of testing of the Property and dealing with the agencies which the City shall pay during the term of this Option, each party to this Agreement shall pay its own expenses (including, without limitation, the fees and expenses of its agents, representatives, counsel, consultants and accountants) incidental to the preparation and consummation of this Agreement and transaction. 27. Bindinq Effect. All rights and obligations arising out of this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns; provided that no party shall have the right to assign any of its rights or obligations hereunder without the prior written consent of the other party. 28. Time. Time is of the essence in each and every covenant and condition of this Agreement. 29. Captions. The inserted for convenience meaning of any section. captions and section headings hereof are only and do not limit or expand the C I'D~EIL' ~- ,I).L '" J~Lt 11 3006782 Page' 12 of 32 &3/17/87 1&'&7A Ki \sap Co, ~A 30. Severabilitv. If any of the provision of this Agreement is found to be invalid, illegal or unenforceable by any court of competent jurisdiction, such provision shall be stricken and the remainder of this Agreement shall nonetheless remain in full force and effect unless striking such provision shall materially alter the intention of the parties. 31. Governina Law. This Agreement shall be according to the laws of the State of Washington. hereby consents to jurisdiction and venue for any commenced to enforce this Agreement in the County State of Washington. construed Each party action of Kitsap, 32, Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute one and the same instrument. 33, Facsimile Transmissions. Facsimile transmission of any signed original document, and retransmission of any signed facsimile transmission, shall be the same as delivery of an original. At the request of either party, or the Escrow Agent, the parties will confirm facsimile transmitted signatures by signing an original document, 34. Eaual Participation in Draftina. The parties have participated in and have had an equal opportunity to participate in the drafting of this Agreement. No ambiguity shall be construed against any party based on a claim that the party drafted the ambiguous language. IN WITNESS WHEREOF, the parties hereto have entered into this Agreement. Dated: ENVIROFIL, INC. By ~ Its t. r',t,<,r;tfeu'f Dated: ~\\a..\q ~ THE CITY OF BREMERTON, a municipal corporation By ~.. ,d. 11-1.- L NN S. HORTON Its MAYOR Utilities W. EUGENE SA Director of Public Works & o FORM: I'lllllllr-....nr C TV 'OlSREMERTDM OPT ~9.J8 3006782 Page' 13 of 32 83117/97 18'87A Kitsap Co, ~A 12 EXHIBIT A Legal Description C tll_IJ'1 'trI'I' n~I,lk' 3006782 Page' 14 of 32 Q3/17/87 lQ'Q7A Ki\sap Co, ~A LMCPHEE 10:23 AM ATS/T0250 CURRENT SUMMARY FOR 132401-2-022-2002 #1138684 Tax Yr Land Bldg, etc, 1996 61000 9000 1997 61000) ( 9000) ( WA 983370106 S1tus 10/15/96 Total 70000 70000) o BREM AIR DISPOSAL INC POBOX 438 BREMERTON Stat/Lc: T/0010 Land use: 48000 Acres: ,47 Map #: R132-105K Date Price 0383 75000 SECTION 13 TOWNSHIP 24 RANGE 01 (MORE DESCRIPTION ON FILE) PAR(l) TH PTN GOVT LOT 1 SEC 13 OAF BAAP 893,3FT NAND 22-1/~FT E OF SW COR SO GOVT LOT 1 TH E 140FT S 60FT TH E TO MEA LN TH SLY ON MEA LN TAP E OF PT 120FT S OF POB TH W TAP Tp Ie Excise no Id Date Comments: W SG 8301666 CM30 960814 REVAL CMOO 910522 REVAL MG01 870513 ANNUAL UPDATING I' 1111.I.,lrl.l l;IT ,', I~EMERTtN lPT I I 3i. Ie 3006782 Page' 15 of 32 83/17/97 18'87A Ki\sap Co, ~A LMCPHEE 10:23 AM LEGAL DESCRIPTION FOR 132401-2-022-2002 10/15/96 ATS/C2330 1 2 3 4 5 6 7 8 9 10 11 12 13 14 SECTION 13 TOWNSHIP 24 RANGE IE PAR(l) 'l'H 1"1'N GOVT LOT 1 SEC 13 DAF' BAAP 893.3FT NAND 22-1/2FT E OF SW COR SD GOVT LOT 1 TH E 140FT S 60FT TH E TO MEA tN TH SLY ON MEA LN TAP E OF PT 120FT S OF POB TH W TAP 120FT S OF POB TH N TO POB EXC TH PTN LY W OF E MGN SHELDON BLVD PAR(2) TDLDS FRTG FOLG DESC UPLANDS TH PTN GOVT LOT 1 SEC 13 DAF BAAP 893.3 FT NAND 22-1/2FT E OF SW COR SD GOVT LOT 1 TH E 140FT TH S 60FT TH E TO MEA LN TH SLY ON MEA LN TAP E OF PT 120FT S OF POB TH W TAP 120FT S TO POB TH N TO POB PAR(3) TH PTN GOVT LOT 1 SEe 13 DAF BAAP 933.3FT NAND 162,5FT E OF QTR SEC COR BTW SECS 13 AND 14 AND RUN TH S 100 FT TH E TO GOVT MEA LN TH NLY ALG SD MEA LN TAP E OF POB TH W TO POB EXC THFR THE N 10FT THOF LY E OF SHELDON BLVD TGW FIRST CLASS TDLDS ADJN EXTENDING TO LN OF MEAN LOW TIDE EXC TH PTN LY WLY OF E MGN SHELDON BLVD PRINT TO FILE . --- -I 'r'll1Ilf"]'lr"'--' --'r C TV ,r BRE.lERTG,~ DPT $>" d8 3006782 Page' 16 of 32 83/17/97 18'87A Ki \sap Co, ~A LMCPHEE 10:22 AM ATS/T0250 CURRENT SUMMARY FOR 132401-2-029-2005 #1138759 Tf~9gr 18~3Bg Bldg36~5go 1997 1860001 ( 364000) ( WA 983370106 Sltus 10/15/96 Total 550000 550000) o BREM AIR DISPOSAL INC PO BOX 438 BREMERTON StatiLe: T/0010 SECTION 13 TOWNSHIP 24 RANGE 01 (MORE DESCRIPTION ON FILE) Land use: 48000 PAR (A) TH PTN LY N & W OF A LN THRU THE MIDDLE PT OF NELY Acres: 1.42 BDRY THOF & THE MIDDLE PT OF A LN CONNECTING THE NW & SE Map #: R132-105K CORS THOF OF FDP ALL TH PTN OF LOT 1 LY N & E OF SHELDON Date Price Tp Ie Excise no Id Date Comments: CM30 960814 REVAL CMOO 910523 REVAL CMOO 900625 ADDED W'FT CHARACTERISTICS DE02 861009 LAND USE CODE CHANGE 11111111,,. III II cm }' BREME,TDN (.T ~',J~ 3006782 Page' 17 of 32 83/17/87 18'87A Kitsap Co, ~A ATS/C2330 RP LEGAL DESCRIPTION FOR 132401-2-029-2005 10/15/96 , c SECTION 13 TOWNSHIP 24 RANGE 1E PAR (A) TH PTN LY N & W OF A LN THRU THE MIDDLE PT OF NELY BDRY THOF & THE MIDDLE PT OF A LN CONNECTING THE NW & SE CORS THOF OF FDP ALL TH PTN OF LOT 1 LY N & E OF SHELDON BLVD BAAP 381.3FT N & 471FT E OF SW COR OF LOT 1 TH N 104 FT TH W 106FT TH N 168FT TH E 129FT TO GOVT MEA LN TH ELY ALG SD GOVT MEA LN 148.3FT TH S 151FT TAP E OF POB TH W 107FT TO POB EXC THE FDT BAAP 562.16 FT E & 476.3FT N OF SW COR OF LOT 1 TH W 50FT TH N TO GOVT MEA LN TH SELY ALG SD MEA LN TAP DIR N OF POB TH S TO POB PAR(B) PT OF GOV L 1 ALL THAT PT LYING S & E OF LN THRU MIDPOINT OF NELY BDRY & MIDPOINT OF LN CONNECTING NW & SE COR OF THE FOLG DESC TR ALL THAT PT OF THE FOLG DESC TR IN GOV L 1 LYING N & E OF SHELDON BLVD BAAP 381.3FT N & 471FT E OF THE SW COR OF SD LOT 1 N 104FT W 106FT N 168FT E 129 FT TO THE GOV MIL SELY ALG SD MIL 148.3 FT S 151FT TO A PT E OF THE POB W 107FT TO THE POB EXC THE FOLG DESC TR BEG AT A PT 562.16FT E & 476.3FT N OF THE SW COR OF SD LOT 1 W 50FT N TO MIL SELY ALG MIL TO A PT DIRECTLY N OF THE POB S TO THE POB ALSO PT OF GOV L 1 BAAP 562.16FT E & 476.3FT N OF THE SW COR OF SD GOV L 1 RUNG W 50FT N TO MIL TH IN A SELY DIR ALG SD MIL TO A PT DIRECTLY N OF THE POB S TO THE POB EX PT S OF OF THE NLY LN OF SHELDON BLVD PAR(C) TH PTN OF TR 3 BLK 6 BAYVIEW ADDN DAF BAT SW COR OF GOVT LOT 1 TH NO*57'02E ALG THE W LN OF SD GOVT LOT 1 A DIST OF 653.30FT TH S88*26'OOE 491.63FT TO BAL GOVT MEA LN TH ALG SD MEA LN N33* 11'04W 58.88FT TO TPOB TH CONT N33*11' 04W 80.33FT TH ALG THE N LN OF SD TR 3 N41*44'56E 90.00FT TH S88*11'04E 29.57 FT TH S41*44'56W 40.68FT TH S33*11'04E 64.14FT TH S57*29'08W 47.63FT TO TPOB PAR(D) LOT 1 BLK 2 PARK PLACE ADDN TO CITY OF BREMERTON PAR(E) TH PTN OF TR 3 BLK 6 BAYVIEW ADDN PT OF LOT 3 DAF COM AT THE U S MEA COR SD COR BEING LOC ON SHELDON BLVD & ON THE W MGN OF WATER ST AS SHOWN BY ALL HARBOR AREA MAPS N34*44'W 264.18FT FOL SD MEA LN TH IN A NELY DIR ALG THE NELY LN OF LOT 3 BLK 6 OF MAP OF BAYVIEW ADDN 300FT S TAP 50FT E OF THE POB TH W 50FT TO POB EXC PT OCCUPIED BY SHELDON BLVD EXC TR PER VOL 604/300 ') :} c, " ~ 10 11 12 " .1- _.J 1 : Ie L 17 13 J '~, ~ ' . .' ;.- 2 , ....r.lr~ I I'll" II C. Ii JF BREM~~TDN OPT .3~, lb 3006782 Page' 18 of 32 83/17/97 18:87A Kitsap Co, ~A LMCPHEE 10:22 AM ATS/T0250 CURRENT SUMMARY FOR 3709-005-009-0008 Tax Yr Land Bldg 1996 7000' 1997 7000l ( WA 983370106 s~tus 1208 COGEAN AVE #1422997 BREM AIR DISPOSAL INC P 0 BX 438 BREMERTON etc, o 0) ( 10/15/96 Total 7000 7000) o Stat/Lc: T/0010 BAYVIEW ADDN Land use: 11101 BLK 5 LOT 9 EXC E 29FT THOF Acres: .05 Map #: R132-105K Date Price Tp Ie Excise no Id CM30 MG03 CMOO CMOO MG01 Date 960806 930607 930603 910523 870513 Comments: REVAL DP93-62CM FOR 92/93 DP93-62-CM REVAL ANNUAL UPDATING TORN OWN l~ll',lllll Ll 3006782 Page' 19 of 32 83/17/97 18'87A Ki\sap Co, ~A LMCPHEE 10:22 AM ATS/T0250 CURRENT SUMMARY FOR 3709-005-008-0009 #1422971 BREM AIR DISPOSAL INC P 0 BX 438 BREMERTON WA 983370106 BAYVIEW ADDN BLK 005 LOT 8 EXC E 29FT Stat/Lc: T/0010 Land use: 46000 Acres: .05 Map #: R132-105K , Date Price Tp Ic 0878 18000 W WO Excise no 7806506 Tax Yr 1996 1997 515 SHELDON Land Bldg, 7000 7000) ( s~tus BLVD etc. 2000 2000) ( 10/15/96 Total 9000 9000) o Id Date Comments: CM30 960806 REVAL CMOO 910523 REVAL 111'lUI ~ 11111' I' I CITY I' ! E1ElnO~ OPT I l" IS ,. 3006782 Page' 28 of 32 83/17/97 18'87A Ki\sap Co, ~A LMCPHEE 10:23 AM ATS/T0250 CURRENT SUMMARY FOR 132401-2-015-2001 #1138627 10/15/96 Total 210000 210000) o BREM AIR DISPOSAL INC POBOX 438 BREMERTON WA 983370106 Tax Yr 1996 1997 ( Land Bldg, etc, 127000 83000 127000l ( 83000) ( s~tus 607 14TH ST statiLe: T/0010 Land use: 55000 Acres: 1.08 Map #: R132-105K SECTION 13 TOWNSHIP 24 RANGE 01 (MORE DESCRIPTION ON FILE) THAT PT OF FOLG LY E OF SHELDON BLVD PT OF GOVT LOT 1 & TDLDS OF 2ND CLASS FRTG BAAP 923.3FT N OF THE 1/4 COR BTW SECS 13 & 14 SD TWP & RGE N ALG THE W LN OF SD GOVT LOT 1 A Date 0281 0277 1172 Price Tp Ie 250000 P 94000 R 2172 Q EX Excise no 8100781 7701307 7291504 Id CM30 CMOO MG01 Date 960814 910522 870513 Comments: REVAL REVAL ANNUAL UPDATING . ~ lUll U J. t; TV' Jr.,~EMERTOM DPT 'I 38, IS 3006782 Page' 21 of 32 83/17/97 18'87A Kitsap Co, ~A LMCPHEE 10:23 AM ATS/C2330 LEGAL DESCRIPTION FOR 132401-2-015-2001 10/15/96 1 2 3 4 5 6 SECTION 13 TOWNSHIP 24 RANGE IE THAT PT OF F'OLG LY E OF' SHELDON BLVD PT OF GOV'l' LOT 1 & TDLDS OF 2ND CLASS FRTG BAAP 923.3FT N OF THE 1/4 COR BTW SECS 13 & 14 SD TWP & RGE N ALG THE W LN OF SD GOVT LOT 1 A DIST OF 180,44FT MIL TO THE S LN OF 14TH ST TH E ALG SD S LN TO THE MEA LN SLY ALG THE MEA LN TO A PT E OF THE POB TH W TO THE POB '3.47CH' . PRINT TO FILE ---. I-Ill" n "'Illr ,ur "r CI~~ C' BREMER I ON DPT ~9.JS 3006782 Page' 22 of 32 83/17/97 18'87A Ki tsap Co, ~A LMCPHEE 10:23 AM ATS/T0250 CURRENT SUMMARY FOR 132401-2-028-2006 #1138742 Tax Yr Land Bldg, etc, 1996 22000 0 1997 220001 ( 0) ( WA 983370106 S1tus 10/15/96 Total 22000 22000) o BREM AIR DISPOSAL INC POBOX 438 BREMERTON Stat/Lc: T/0010 Land use: 63000 Acres: . 17 Map #: R132-105K SECTION 13 TOWNSHIP 24 RANGE 01 (MORE DESCRIPTION ON FILE) TH PTN OF FDP IN GOVT LOT 1 LY ELY OF MCKENZIE AVE BAAP NO*57'02E 773.30FT & S88*26'OOE 142.50FT FR THE SW COR OF SD GOVT LOT 1 TH Sl*57'02W 120FT TH 888* 26'OOE TO BAL GOVT MEA Date Price Tp Ie Excise no Id CM30 MG03 CMOO CMOO MG01 Date 960814 930607 930603 910523 870513 Comments: REVAL DP 93-61CM FOR 92/93 TORN DWN DP93-61-CM REVAL ANNUAL UPDATING 1,1.1..1..1 J i III l;, I,' .: BREMER' C ~ c 'T I. I $3&,8. 3006782 Page' 23 of 32 83/17/97 18'87A Ki\sap Co, ~A LMCPHEE 10:23 AM ATS/C2330 LEGAL DESCRIPTION FOR 132401-2-028-2006 10/15/96 1 2 3 4 5 ~~C~~~Nof\'6~W~~HaEv~4L~NrEL~EI>LY OF MCKI>NZH AVE BAAP NO*57'02E 773,30FT & S88*26'OOE 142.50FT FR THE SW COR OF SO GOVT LOT 1 TH S1*57'02W 120FT TH S88* 26'OOE TO BAL GOVT MEA LN TH NWLY ALG SO MEA LN TAP S88*26'OOE FR POB TH N88* 26'OOW TO POB EXC SHELDON BLVD PRINT TO FILE -, 11'1 I II 'III II,. (; I,' i' BREMERTO ~ OP', ,,9, 18 3006782 Page' 24 of 32 83/17/97 18'87A Kitsap Co, ~A EXHIBIT B Depiction of Property ~III.lolIl,ITI" I j~, 'b 3006782 Page' 25 of 32 83/17/97 18'8?A Ki \sap Co, ~A 'I' r .~- '-r -'''''T r' "' l TY ), 1,;iMER,O,j ~?T "",18 3006782 Page, 26 of 32 S3/17/97 lS'S7A Ki\sap Co, ~A 14th Street / . , PARCEL, 5 . It " R II /./- / PARCEL ,~/ 6 ~~. ~,'/ -If/ / ./ PARCEL 4 J PARCEL 1 ~ j c:: J PARCEL 2 PARCEL 3 D Exi8ting StruClUre () -N. NOT TO SCALE Woo......-.,.. . Site Map Brem-Alr and Associated Parcels I:\LCN\lS166-1\96S0.DOC EXHIBIT C Hazardous Substances Remediation and Indemnification Agreement ,UO'I'.II~I 3006782 Page' 27 of 32 83/17/97 18'87A Ki\sap Co, ~A J " ;ll,J I II, I II ,39,J. 3006782 Page' 28 of 32 83/17/97 18:87A Ki\sap Co, ~A HAZARDOUS SUBSTANCES REMEDIATION AND INDEMNIFICATION AGREEMENT THIS AGREEMENT is made this 25 day of November ,1996 by THE CITY OF BREMERTON, a municipal corporation ("the City"), and ENVIROFIL INC., a Delaware Corporation ("Envirofil"). RECITALS A. Envirofil was the prior owner of the property located in Bremerton, Washington and legally described as set forth on Exhibit A attached hereto and incorporated herein by this reference (the "Property"). B. The Property is contaminated with hazardous substances at such levels that the Washington State Department of Ecology ("Ecology") may require the Property to be remediated. C. The City has negotiated and agreed upon terms of a Consent Decree (the "Consent Decree") with Ecology pursuant to which the Property will be remediated to a condition which will allow its development and use for park and recreational purposes. D. Simultaneous with the parties' execution hereof, the City has acquired the Property from Envirofil, to develop it for park and recreational purposes in accordance with the City's comprehensive park plan, in exchange for the City's agreement to assume all obligations relating to or arising from the Property, including those arising from the environmental condition of the Property. E. The parties wish to state their understanding regarding their respective rights and responsibilities for future testing and remediation, as well as potential claims, damages and expenses relating to contamination on, in, under, about or from the Property. AGREEMENTS For good and valuable consideration, the parties agree as follows: 1. Definitions. The following terms have the following meanings: "Hazardous Materials" means any and all (a) oil, petroleum products, flammable substances, explosives, radioactive materials, hazardous wastes or substances, toxic wastes or substances or any other wastes, materials or pollutants which 1 <r "'...... ",,,, n'<,.,.z.~ '~o ~ co _ ,.....,83.......8 <0 ~ o h ......:t oG.o-lIt (Y)~&l;J -"l! .~ !!~ .~ S '-' (i) pose a hazard to the Property or to persons on, about or around the Property or (ii) cause the Property to be in violation of any Hazardous Materials Laws; (b) asbestos in any form which is or could become friable or which is deemed hazardous under any applicable law, urea formaldehyde, foam insulation, transformers or other equipment which contain dielectric fluid containing levels of polychlorinated biphenyls, or radon gas; (c) chemicals, materials and substances defined as or included in the definition of "hazardous substances," "hazardous wastes," "hazardous materials," "extremely hazardous waste," "restricted hazardous waste," "dangerous waste" or "toxic substances" or words of similar import under any applicable local, state or federal law or under the regulations adopted or publications promulgated pursuant thereto, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. ~ 1801, et seq.; the Federal Water Pollution Control Act, as amended, 33 U.S,C. ~ 1251, et seq.; and any substance designated as a "hazardous substance" under RCW Chapter 70.105D; (d) any other chemical, material or substance, exposure to which is prohibited, limited or regulated by any governmental authority or mayor could pose a hazard to the health and safety of the occupants of the Property or the owners or occupants of property adjacent to or surrounding the Property, or any other person coming upon the Property or adjacent property; and (e) any other chemical, material or substance which mayor could pose a hazard to the environment. "Hazardous Materials Claims" means any and all (i) costs and expenses arising directly or indirectly from the environmental condition of the Property or remediation of the Property pursuant to the Consent Decree or otherwise, (ii) enforcement, cleanup, removal, remedial or other governmental or regulatory 2 '" ","- <")ozo ..'" C\I~ ~::3: co - "'~ ....... 8' <0 ~ 0" "-~ O~-'" ""- ('l')a...~~ ~ ~ .. -.- ~ -is III IS~ <..> actions, agreements, or orders threatened, instituted or completed pursuant to any Hazardous Materials Laws and (iii) claims, obligations, liabilities, demands, judgments, causes of action, costs and expenses (including attorney's and consultant's fees and disbursements) of any kind or nature, including, but not limited to those for personal injury or property damage, which arise out of or relate in any way to any use, handling, production, transportation, disposal, discharge, release, presence or storage of any Hazardous Materials in, under, on, about or from the Property. "Hazardous Materials Laws" means any federal, state or local law, ordinance, regulation, order or policy relating to: the environment, health or safety; Hazardous Materials (including without limitation the use, handling, production, transportation, disposal, discharge, release, presence or storage of Hazardous Materials); industrial hygiene; or the environmental conditions in, under, on, about or from the Property, including, without limitation, soil, ground water and indoor and ambient air conditions. 2. Remediation Resoonsibility. The City will, at its sole cost and expense, perform or cause to be performed, such investigation, monitoring, cleanup and remediation measures as are required by the Consent Decree, or as may be lawfully required by any governmental agency with jurisdiction oyer the Property, including, but not limited to, investigation, monitoring, cleanup and remediation measures on properties to which Hazardous Materials have migrated from the Property. 3. Indemnity. The City shall protect, defend, indemnify and hold Envirofil and its directors, officers, owners, employees, representatives and agents harmless from and against any and all Hazardous Waste Claims. 4. Notice of Claim, Envirofil shall within the lesser of (i) thirty (30) days after discovery of any Hazardous Waste Claim or receipt of any notice or order from a regulatory agency or any claim asserting the Property or any adjoining property requires investigation, cleanup, or monitoring of Hazardous Materials, or (ii) such shorter period of time as will allow to the City the benefit of any defense to the claim or allow the City the opportunity to respond to the claim in a timely fashion, provide written notice to the City of the notice, order or claim and its demand that the City honor the terms of this Agreement, along with all correspondence, reports, and other documents or information concerning the notice, order or claim within the possession or control of Envirofil. The City shall have a period of fifteen (15) days from its actual receipt of the notice and 3 information in which to evaluate the claim and information provided and to accept or reject the tender by written notice to Envirofil. The City's failure to respond within that period shall be deemed acceptance of the claim. 5. Riqht to Control Remediation and Defense. Subject to the terms of the Consent Decree, the City shall have the right to conduct the remediation of the Property in the manner of its choosing, in its sole discretion, at its expense. The City shall have the right to appoint counsel, reasonably acceptable to Envirofil, and control the defense of any litigation or other proceeding to the extent this Indemnity applies thereto; provided, however, that the City shall not have the authority to confess judgment or admit liability on behalf of Envirofil, or make any agreement which requires any action or payment of funds by Envirofil without Envirofil's prior written consent. 6. Attornevs' Fees. If a suit or action is filed to enforce, interpret or seek damages for the breach of this Agreement, the prevailing party shall be reimbursed by the nonprevailing party for all costs and expenses incurred in connection with such suit or action, including, without limitation, reasonable attorneys' fees and costs at trial and on appeal. 7. Notices. All notices, requests, demands and other communications in connection with this Agreement shall be in writing and furnished to the other party at its address listed below (or at such other address as may be specified from time to time by notice) and shall be deemed to have been duly given if delivered personally, sent via facsimile transmission or sent by certified or registered mail, postage prepaid, to the following respective addresses or at such other address as a party shall have last designated by notice to the other: If to Envirofil: Robert J. Berres, Jr. P.O. Box 990 Bremerton, Washington 98337 Fax No. (360) 479-1772 If to the City: Department of Public Works & Utilities 3027 Olympus Drive 8remerton. WA 98310 Att: W. EUQene Sampley. Director Fax No. (360) 478-5018 Notices, requests, demands and other communications sent by certified or registered mail shall be deemed given when delivered or, if earlier, three days after mailing. 8. Miscellaneous. cll...IIEI1nJ IIJ I I~ $JUS 3006782 Page' 31 of 32 83/17/97 lS'S7A Ki\sap Co, ~A a. Governinq Law. by and construed in accordance Washington. This Agreement shall be governed with the laws of the State of b. Entire Aqreement, This Agreement constitutes the entire agreement between the parties and cannot be changed or modified other than by a written agreement executed by both parties. c. CounterDarts. This Agreement may be executed in more than one counterpart, each of which shall be deemed an original. d. Authoritv. The parties each represent and warrant that they have full power and actual authority to enter into this Agreement and to carry out all actions required of them by this Agreement, Any person executing this Agreement in a representative capacity hereby represents and warrants that he or she has full power and authority to bind his or her party. e, Equal particiDation in Draftinq. The parties have participated in and have had an equal opportunity to participate in the drafting of this Agreement. No ambiguity shall be construed against any party based on a claim that the party drafted the ambiguous language. f. Effective Date. The Effective Date of this Agreement shall be the date when all parties have fully executed this Agreement. EXECUTED as of the day and year first above written. ENVIROFIL, ~;:; , 1'1A"'de_ ,.. . Date: THE CITY OF BREMERTON, a Municipal corporation By:~4, dL Its: ~_ DEPA Public Works & Utilities TD FORM: ~lrJ tlc,I'Ttl ,II 3S.l 3006782 Page' 32 of 32 83/17/97 18'87A Ki \sap Co, ~A 5 REAL ESTATE OPTION AGREEMENT THIS REAL ESTATE OPTION AGREEMENT ("Agreement") is made and entered into as of November 26 ,1996 by and between ENVIROFIL, INC., a Delaware corporation ("Envirofil") and the CITY OF BREMERTON, a municipal corporation ("the City). RECITALS A. Envirofil is the owner of that certain real property located in Bremerton, Washington, legally described in Exhibit A attached hereto and incorporated herein by this reference, and identified and depicted on Exhibit B attached hereto and incorporated herein by this reference, and appurtenances', easements, licenses, applications, permits and governmental approvals and consents relating to or serving such real property (collectively the "Property"). B. The Property is contaminated with hazardous substances at such levels that the Washington State Department of Ecology ("Ecology") may require the Property to be remediated. C. If acceptable terms of remediation can be negotiated and agreed upon between the City and Ecology, the City desires to acquire and develop the Property for park and recreational purposes in accordance with the City's comprehensive park plan. D. To facilitate its further study of the Property and the feasibility of its remediation and development for park and recreational purposes, the City desires to acquire the exclusive right and option to acquire Envirofil's title to the Property. AGREEMENT In consideration of the mutual covenants and promises contained herein, the parties hereto hereby agree as follows: 1. Grant of Option. Subject to the terms, covenants and conditions set forth herein, Envirofil hereby grants to the City the exclusive right and option (the "Option") to acquire all right, title and interest of Envirofil in the Property. 2. Term of Option. The term of this Option shall commence on the date hereof and shall continue until exercised or the term of this Option expires on December 31, 1997. 3. Consideration for Option. The consideration for this Option is ten dollars ($10.00) and other valuable consideration, 1 including the City's promise to undertake good faith efforts to negotiate remediation of the Property with Ecology and to bear the cost and expense of all investigation and analysis it deems necessary to undertake during the term of this Option, as well as the City's promise to deliver and make available to Envirofil the results and reports of such investigations. 4. Consideration for Transfer of Title. If the City exercises this Option, as full consideration for Envirofil's transfer and conveyance of title in and to the Property to the City, the City shall agree to assume all obligations relating to or arising from the Property and shall agree at Closing, as evidenced by its execution of a Hazardous Substances Remediation and Indemnification Agreement in the form attached hereto as Exhibit C, to indemnify and hold Envirofil harmless from and against any and all (i) costs and expenses arising directly or indirectly from the environmental condition of the Property or remediation of the Property pursuant to a consent decree entered into with Ecology or otherwise, and (ii) enforcement, cleanup, removal, remedial or other government or regulatory actions, agreements or orders threatened, instituted or completed relating to the Property and (iii) other claims, obligations, liabilities, demands, judgments, causes of action, costs and expenses (including attorney's and consultant's fees and disbursements) of any kind or nature, including, but not limited to, those for personal injury or property damage, which arise out of or relate in any way to any use, handling, production, transportation, disposal, release, presence or storage of any hazardous materials in, under, on, about or from the Property. 5. Condition of Title. 5.1 Within twenty (20) days after execution of this Agreement by both Envirofil and the City, Envirofil shall deliver to the City a current title commitment (the "Title Commitment") issued by Chicago Title Insurance Company (the "Title Company") with copies of all exceptions or conditions referred to therein which would appear in the Owner's Standard Coverage ALTA Policy of Title Insurance to be issued at Closing as provided in Paragraph 10.1(b). 5.2 The City shall have a period of twenty (20) days after the date of receipt of the Title Commitment to review the Title Commitment and to give notice to Envirofil of such objections as the City may have to any defect or encumbrance set forth in the Title Commitment. Any defect or encumbrance to which the City does not object within such twenty (20) day period shall be deemed to be accepted by the City and shall be a Permitted Exception as provided in Paragraph 5,3. If the City shall object to any defect or encumbrance, Envirofil shall advise the City within twenty (20) days after the City's notice whether Envirofil can remove such defect or encumbrance. If Envirofil 2 . ~ ~ ~ ~ . ~ ~ '''f'' i! ~ ~ '" ~; ii ~ ,. ~ ~ AMERICAN LAND TITLE ASSOCIATION OWNER'S POllCY (10-17-92) 48 0025 106 00007039 CHICAGO TITLE INSURANCE COMPANY ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ 'l ~ ,I ..' Ii ii i; ii " ~ I~ By: L_-_,...__._-_.._,_._.__:~:.~!fJ SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND THE CONDITIONS AND STIPULATIONS, CHICAGO TITLE INSURANCE COMPANY, a Missoufi corpofation, herein called the Company, insures, as of Date of Policy shown in Schedule A, against loss or dronage, not exceeding the Amount of Insurance stated in Schedule A, sustained Of incurred by the insured by reason of: I, Title to the estate or intefest described in Schedule A being vested other than as stated thefein; 2, Any defect in Of lien Of encumbrance on the title; 3, Unmarketability of the title; 4, Lack of a right of access to and from the land, The Company will also pay the costs, attorneys' fees and expenses incufred in defense of the title, as insured, but only to the extent provided in the Conditions and Stipulations, In Witness Whereof, CHICAGO TITLE INSURANCE COMPANY has caused this policy to be signed and sealed as of Date of Policy shown in Schedule A, the policy to become valid when countefsigned by an authorized signatory, Issued by: LAND TITLE COMPANY OF KITSAP COUNTY, INC. 9657 LEVIN ROAD N.W, P.O, BOX 2737 SILVERDALE, WA 98383 (360) 692-2233 CHICAGO TITLE INSURANCE COMPANY By: 9 ALTA Owner's Policy (10-17-92) LAND TITLB COMPANY OP KITSAP COUNTY ALTA Ol9NBR'S POLICY STANDARD SCHBDULB A Office Pile No.: E-114136 Policy Number: 48 0025 106 00007039 Date of Policy: July 1, 1998 at 1:17 p.m. Amount of Insurance: $868,000.00 Premium: $2,115.00 1. Name of Insured: THE CITY OF BREMERTON, a Washington municipal corporation 2, The estate or interest in the land which is covered by this policy is: A FEE 3, Title to the estate or interest in the land is vested in: THE NAMED INSURED 4. The land referred to in this policy is described as follows: SEE LEGAL DESCRIPTION ATTACHED ON "EXHIBIT A" AND BY REFBRENCE MADB A PART HEREOF SCHEDULE A ALTA Owner's Policy 10-17-92 EXHIBIT 'A' Office File No.: E-114136 DESCRIPTION: PARCEL I: THAT PORTION OF THE FOLLOWING DESCRIBED TRACT, LYING EASTERLY OF SHELDON BOULEVARD, DESCRIBED AS FOLLOWS: THAT PORTION OF GOVERNMENT LOT 1, SECTION 13, TOWNSHIP 24 NORTH, RANGE 1 EAST, W.M., IN KITSAP COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT 923.3 FEET NORTH OF QUARTER CORNER BETWEEN SECTIONS 13 AND 14, SAID TOWNSHIP AND RANGE; TEHNCE NORTH ALONG WEST LINE OF SAID GOVERNMENT LOT 1, A DISTANCE OF 180.44 FEET, MORE OR LESS, TO THE SOUTH LINE OF 14TH STREET; TEHNCE EAST ALONG SAID SOUTH LINE TO THE MEANDER LINE; THENCE SOUTHERLY ALONG THE MEANDER LINE TO A POINT EAST OF POINT OF BEGINNING; THENCE WEST TO POINT OF BEGINNING; TOGETHER WITH TIDELANDS OF THE SECOND CLASS AS CONVEYED BY THE STATE OF WASHINGTON, SITUATE IN FRONT OF, ADJACENT TO OR ABUTTING THEREON, EXTENDING TO THE LINE OF MEAN LOW TIDE. PARCEL II: THAT PORTION LYING NORTH AND WEST OF A LINE THROUGH THE MIDPOINT OF THE NORTHEASTERLY BOUNDARY AND THE MIDPOINT OF A LINE CONNECTING THE NORTHWEST AND SOUTHEAST CORNER OF THE FOLLOWING DESCRIBED TRACT: ALL THAT PORTION OF THE FOLLOWING DESCRIBED TRACT IN GOVERNMENT LOT, SECTION 13, TOWNSHIP 24 NORTH, RANGE 1 EAST, W.M., IN KITSAP COUNTY, WASHINGTON, LYING NORTH AND EAST OF SHELDON BOULEVARD: BEGINNING AT A POINT 381.3 FEET NORTH AND 471 FEET EAST OF THE SOUTHWEST CORNER OF SAID GOVERNMENT LOT 1; TEHNCE NORTH 104 FEET; THENCE WEST 106 FEET; THENCE NORTH 168 FEET; THENCE EAST 129 FEET TO THE GOVERNMENT MEANDER LINE; THENCE SOUTHEASTERLY ALONG SAID MEANDER LINE 148.3 FEET; THENCE SOUTH 151 FEET TO A POINT EAST OF THE POINT OF BEGINNING; THENCE WEST 107 FEET TO THE POINT OF BEGINNING; EXCEPT THE FOLLOWING DESCRIBED TRACT: BEGINNING AT A POINT 562.16 FEET EAST AND 476.3 FEET NORTH OF THE SOUTHWEST CORNER OF SAID GOVERNMENT LOT 1; THENCE WEST 50 FEET; THENCE NORTH TO THE MEANDER LINE; THENCE SOUTHEASTERLY ALONG MEANDER LINE TO A POINT DIRECTLY NORTH OF THE POINT OF BEGINNING; THENCE SOUTH TO THE POINT OF BEGINNING. PARCEL III: THAT PORTION OF THE FOLLOWING DESCRIBED PROPERTY IN GOVERNMENT LOT 1, SECTION 13, TOWNSHIP 24 NORTH, RANGE 1 EAST, W.M., IN KITSAP COUNTY, WASHINGTON, LYING EASTERLY OF MCKENZIE AVENUE: BEGINNING AT A POINT NORTH 0057'02" EAST 773.30 FEET AND SOUTH 88026'00" EAST 142.50 FEET FROM THE SOUTHWEST CORNER OF SAID GOVERNMENT LOT 1; THENCE SOUTH 0057'02" WEST 120 FEET; THENCE SOUTH 88026'00" EAST TO THE BALANCED GOVERNMENT MEANDER LINE; THENCE NORTHWESTERLY ALONG SAID MEANDER LINE TO A POINT SOUTH 88026'00" EAST FROM THE POINT OF BEGINNING; THENCE NORTH 88026'00" WEST TO THE POINT OF BEGINNING; EXCEPT SHELDON BOULEVARD. BXHIBIT A File No,:E-114136 PARCEL IV: THAT PORTION OF TRACT 3, BLOCK 6, BAYVIEW ADDITION TO THE TOWN OF BREMERTON, ACCORDING TO THE PLAT RECORDED IN VOLUME 2 OF PLATS, PAGE(S) 58, DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST OF GOVERNMENT LOT 1, SECTION 13, TOWNSHIP 24 NORTH, RANGE 1 EAST, W.M., IN KITSAP COUNTY, WASHINGTON; THENCE NORTH 0057' 02" EAST ALONG THE WEST LINE OF SAID GOVERNMENT LOT 1, A DISTANCE OF 653.30 FEET; THENCE SOUTH 88026'00" EAST 491.63 FEET TO THE BALANCED GOVERNMENT MEANDER LINE; THENCE ALONG SAID MEANDER LINE NORTH 33011'04" WEST 58.88 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING NORTH 33011' 04" WEST 80.33 FEET; THENCE ALONG THE NORTH LINE OF SAID TRACT 3, NORTH 41"44'56" EAST 90.00 FEET; TEHNCE SOUTH 33011'04" EAST 29.57 FEET; THENCE SOUTH 41044'56" WEST 40.68 FEET; THENCE SOUTH 33011'04" EAST 64.14 FEET; THENCE SOUTH 57029'08" WEST 47.63 FEET TO THE TRUE POINT OF BEGINNING. PARCEL V: THAT PORTION OF LOT 3, BLOCK 6, MAP OF BAYVIEW ADDITION TO THE TOWN OF BREMERTON, ACCORDING TO THE PLAT RECORDED IN VOLUME 2 OF PLATS, PAGElS) 58, RECORDS OF KITSAP COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS: COMMENCING AT THE UNITED STATES MEANDER CORNER, SAID CORNER BEING LOCATED ON SHELDON BOULEVARD AND ON THE WEST MARGIN OF WATER STREET (AS SHOWN BY ALL HARBOR AREA MAPS); THENCE NORTH 34044' WEST 264.18 FEET, FOLLOWING SAID MEANDER LINE; THENCE IN A NORTHEASTERLY DIRECTION ALONG THE NORTHEASTERLY LINE OF SAID LOT 3, 300 FEET; THENCE SOUTH TO A POINT 50 FEET EAST OF THE POINT OF BEGINNING; THENCE WEST 50 FEET TO THE POINT OF BEGINNING; EXCEPT PORTION OCCUPIED BY SHELDON BOULEVARD; AND EXCEPT THE FOLLOWING: COMMENCING AT THE SOUTHWEST CORNER OF GOVERNMENT LOT 1, SECTION 13, TOWNSHIP 24 NORTH, RANGE 1 EAST, W.M., IN KITSAP COUNTY, WASHINGTON; THENCE NORTH 0057'02" EAST ALONG THE WEST LINE OF SAID GOVERNMENT LOT 1, A DISTANCE OF 653.30 FEET; THENCE SOUTH 88026' 00" EAST 491.63 FEET TO THE BALANCED GOVERNMENT MEANDER LINE; THENCE ALONG SAID MEANDER LINE NORTH 33011'04" WEST 58.88 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING NORTH 33011'04" WEST 80.33 FEET; THENCE ALONG THE NORTH LINE OF SAID TRACT NORTH 41044'56" EAST 90.00 FEET; THENCE SOUTH 33011'04" EAST 29.57 FEET; THENCE SOUTH 41044'56" WEST 40.68 FEET; THENCE SOUTH 33011'04" EAST 64.14 FEET; THENCE SOUTH 57029'08" WEST 47.63 FEET TO THE TRUE POINT OF BEGINNING. PARCEL VI: THAT PORTION OF GOVERNMENT LOT 1, SECTION 13, TOWNSHIP 24 NORTH, RANGE 1 EAST, W.M., IN KITSAP COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT 562.16 FEET EAST AND 476.3 FEET NORTH OF THE SOUTHWEST CORNER OF SAID GOVERNMENT LOT 1; THENCE RUNNING WEST 50 FEET; THENCE NORTH BXHIBIT A File No.:E-114136 TO MEANDER LINE; THENCE IN A SOUTHEASTERLY DIRECTION ALONG SAID MEANDER LINE TO A POINT DIRECTLY NORTH OF THE POINT OF BEGINNING; THENCE SOUTH TO THE POINT OF BEGINNING; EXCEPT THAT PART SOUTH OF THE NORTHERLY LINE OF SHELDON BOULEVARD. PARCEL VII: THAT PORTION LYING SOUTH AND EAST OF A LINE THROUGH THE MIDPOINT OF THE NORTHEASTERLY BOUNDARY AND THE MIDPOINT OF A LINE CONNECTING THE NORTHWEST AND SOUTHEAST CORNERS OF THE FOLLOWING DESCRIBED TRACT: ALL THAT PORTION OF THE FOLLOWING DESCRIBED TRACT IN GOVERNMENT LOT 1, SECTION 13, TOWNSHIP 24 NORTH, RANGE 1 EAST, W.M., IN KITSAP COUNTY, WASHINGTON, LYING NORTH AND EAST OF SHELDON BOULEVARD: BEGINNING AT A POINT 381.3 FEET NORTH AND 471 FEET EAST OF THE SOUTHWEST CORNER OF SAID GOVERNMENT LOT 1; THENCE NORTH 104 FEET; THENCE WEST 106 FEET; THENCE NORTH 168 FEET; THENCE EAST 129 FEET TO THE GOVERNMENT MEANDER LINE; THENCE SOUTHEASTERLY ALONG SAID MEANDER LINE 148.3 FEET; THENCE SOUTH 151 FEET TO A POINT EAST OF THE POINT OF BEGINNING; THENCE WEST 107 FEET TO THE POINT OF BEGINNING; EXCEPT THE FOLLOWING DESCRIBED TRACT: BEGINNING AT A POINT 562.16 FEET EAST AND 476.3 FEET NORTH OF THE SOUTHWEST CORNER OF SAID GOVERNMENT LOT 1; THENCE WEST 50 FEET; THENCE NORTH TO THE MEANDER LINE; THENCE SOUTHEASTERLY ALONG MEANDER LINE TO A POINT DIRECTLY NORTH OF THE POINT OF BEGINNING; THENCE SOUTH TO THE POINT OF BEGINNING. PARCEL VIII: THAT PORTION OF GOVERNMENT LOT 1, SECTION 13, TOWNSHIP 24 NORTH, RANGE 1 EAST, W.M., IN KITSAP COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT 893.3 FEET NORTH AND 22 1/2 FEET EAST OF THE SOUTHWEST CORNER OF SAID GOVERNMENT LOT 1; THENCE EAST 140 FEET; THENCE SOUTH 60 FEET; THENCE EAST TO MEANDER LINE; THENCE SOUTHERLY ON MEANDER LINE TO A POINT EAST OF A POINT 120 FEET SOUTH OF THE POINT OF BEGINNING; THENCE WEST TO A POINT 120 FEET SOUTH OF THE POINT OF BEGINNING; THENCE NORTH TO THE POINT OF BEGINNING; EXCEPT THAT PORTION LYING WEST OF THE EAST MARGIN OF SHELDON BOULEVARD. PARCEL IX: TIDELANDS FRONTING THE FOLLOWING DESCRIBED UPLANDS: THAT PORTION OF GOVERNMENT LOT 1, SECTION 13, TOWNSHIP 24 NORTH, RANGE 1 EAST, W.M., IN KITSAP COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT 893.3 FEET NORTH AND 22 1/2 FEET EAST OF THE SOUTHWEST CORNER OF SAID GOVERNMENT LOT 1; THENCE EAST 140 FEET; THENCE SOUTH 60 FEET; THENCE EAST TO MEANDER LINE; THENCE SOUTHERLY ON MEANDER LINE TO A POINT EAST OF A POINT 120 FEET SOUTH OF THE POINT OF BEGINNING; THENCE WEST TO A POINT 120 FEET SOUTH TO THE POINT OF BEGINNING; THENCE NORTH TO THE POINT OF BEGINNING. EXHIBIT A File No,:E-114136 PARCEL X: THAT PORTION OF GOVERNMENT LOT 1, SECTION 13, TOWNSHIP 24 NORTH, RANGE 1 EAST, W.M., IN KITSAP COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT 933.3 FEET NORTH AND 162.5 FEET EAST OF THE QUARTER SECTION CORNER BETWEEN SECTIONS 13 AND 14; SAID TOWNSHIP AND RANGE, AND RUNNING THENCE SOUTH 100 FEET; THENCE EAST TO GOVERNMENT MEANDER LINE; THENCE NORTHERLY ALONG SAID MEANDER LINE TO A POINT EAST OF THE POINT OF BEGINNING; THENCE WEST TO THE POINT OF BEGINNING; EXCEPT THEREFROM THE NORTH 10 FEET THEREOF LYING EAST OF SHELDON BOULEVARD; TOGETHER WITH FIRST CLASS TIDELANDS ADJOINING, EXTENDING TO THE LINE OF MEAN LOW TIDE; EXCEPT THAT PORTION LYING WESTERLY OF THE EAST MARGIN OF SHELDON BOULEVARD. PARCEL XI: LOT(S) 8 AND 9, BLOCK 5, BAYVIEW ADDITION TO THE TOWN OF BREMERTON, 2, ACCORDING TO THE PLAT RECORDED IN VOLUME 58 OF PLATS, PAGE(S) , RECORDS OF KITSAP COUNTY, WASHINGTON; EXCEPT THE EAST 29 FEET THEREOF. PARCEL XII: LOT(S) 1, BLOCK 2, PARK PLACE ADDITION TO THE CITY OF BREMERTON, ACCORDING TO THE PLAT RECORDED IN VOLUME 3 OF PLATS, PAGE(S) 30, RECORDS OF KITSAP COUNTY, WASHINGTON. SCHEDULE B Office File No,: E-114136 Policy No: 48 0025 106 00007039 EXCEPTIONS PROM COVERAGE This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) which arise by reason of: GENERAL EXCEPTIONS: A. Rights or claims disclosed only by possession, or claimed possession, of the. premises B. Encroachments, and questions of location, boundary and area disclosed only by inspection of the premises or by survey. C. Easements, prescriptive rights, rights-ai-way, streets, roads, alleys or highways not disclosed by the public records. D. Any lien, or right to a lien, for contributions to employee benefit funds, or for state workers' compensation, or for services, labor, or material heretofore or hereafter furnished, all as imposed by law, and not shown by the public records. E. Taxes or special assessments which are not yet payable or which or not shown as existing liens by the public records. F. Any service, installation, connection, maintenance, tap, capacity or construction charges for sewer, water, electricity natural gas or other utilities, or garbage collection and disposal. G. Reservations and exceptions in the United States Patents or in Acts authorizing the issuance thereof; Indian tribal codes or regulations; Indian treaty or aboriginal rights, including easements or equitable servitudes. H. Indian tribal codes or regulations, Indian treaty or aboriginal rights, including easements or equitable servitudes. I. Water rights, claims or title to water. FOR SPECIAL EXCEPTIONS, SEE ATTACHED Office Pile No.: E-114136 Policy No.: 48 0025 106 00007039 ALTA STANDARD OWNBRS POLICY SCHEDULB B - cont'd SPBCIAL BXCEPTIONS: 1. Right of way over a 60 foot strip along the East end to the tideland hereinabove, described for the purposes of floating barge, scow and boats over said right of way, as disclosed by instruments recorded under Auditor's File Nos. 54253, 46019, 54128, 87674, records of Kitsap County, Washington. (Affects Parcel I, XIII, IX, X) 2. Reservations contained in deed from State of Washington to L.A. Bender dated July 25, 1899, filed January 10, 1901, bearing Auditor's File No. 18250, to whit: "Article XV, Section 3, State Constitution: Municipal corporations shall have the right to extend their streets over intervening tidelands to and across the area reserved herein provided". 3. Easement, including instrument; Recording No: For: Affects: its terms, covenants and provisions as disclosed by 580412 storm sewer line Parcel I, XIII, IX and X 4. Any prohibition or limitation on the use, occupancy or improvements of the land resulting from the rights of the public or riparian owners to use any waters which may cover the land or to use any portion of the land which is now or may formerly have been covered by water, and the right of use, control or regulation by the United States of America in exercise of power over navigation. 5. Any question that may arise as to the location of the lateral boundaries of the tidelands or shore lands described herein. 6. Unrecorded leaseholds, if any; rights of vendors and chattel mortgagees of personal property installed upon said property, and rights of tenants to remove trade fixtures at the expiration of the term. 7. Easement, including instrument; Recorded: Recording No: For: Affects: its terms, covenants and provisions as disclosed by December 13, 1961 760583 oil pipeline Parcels V, VI AND VII 8. Agreement, including Recorded: Recording No. : For: its terms, covenants December 13, 1961 760583 Oil Pipeline and provisions; (Affects Parcels II, III, V, VI and VII and other property) Special Exceptions - Continued File No.: E-114136 9. Easement, including instrument; Recorded: Recording No: For: Affects: its terms, covenants and provisions as disclosed by February 1, 1977 1157940 oil pipeline Parcels III, IV and XII SC{jt END SCHEDULE B d .L;~:1.f. !'~ OWNER'S POLICY ENDORSEMENTS: NONE .1 TG'f-.~ ~~} "'" I MI: PC-vI ',. ::.. I -1- \ ~ ,,, \ \ /; / "t I~ ~ ~ '\ ,m I / / Q.[r-~o ... .\. I I~ ((ij~) .,' 11\11 /' ~ /' //' ~ --- - ... - .. 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SIlTTLIlMEN"r STATIlMBN"r 8, TYPE OF LOAN U,S, DBPARTMIlNT OF HOUSING AND llRllAN DIlVI!LOPMIlNT " 10. l502.026S 1.0 'IIA II. a VA 1. lOWl ",*~1 a. Mort..- I,.ur~' tn' ......,.: Z.O ,-.. S.O tcWV."'UNI. 6. 'H, W.....rl ~.[J C_.IIlS. S-10497-CA Thit fo,"" h f'lNlIWcl to 11vt )'O'l 'lhtP.!'" of eel",1 ..nl~ COIU. ArItlur\tI PlilS to .., bV thl I".,...,' .....t .r. ""-'. It_ .... "/ (P'.".CI""'" ~1e1 ""tll. thl eIM1",; tllty .,.. ItKlN'l Mr. or n'.....n_' IV'DNII _ .... not MUlde<f 1'1 t1,. totah. P.IUIlIW:" ..tn 0' ICltlDoflt: I. IWt[ AND....... O' .llD:/TA.ll 1.1l.~ f. ... "Ill MID"-SS 0' \UI)O; C, NOTE, CITY OF BRBM&RTON MARILYN FINLAY BRSM-AIR DISPOSAL, INC. CASH ller In.... to t. t. P. O. BOX 990 JRIMBRTON, WA '8)3 7 lI.qTTUJIlNl AGPT: AVE 1.,oAN1) TITLoE BSCRON PUCI Of IITTLE.IlTl 96S7 LEVIN ROAD N.W.. SUITB 110 SlLVBRPALE, NA 98383 K, 400, 411. COWl.... .al.. 'rlc. 411.,.... I r1' '.826,66 , . ,... 4Ol, l,II""''' fer tt_ .tel '06. t\ It t.... I. ,. tOLl\ , /'09, no. .". 4U. '11. 414. 420, 1.$fTTlfMnrt ~Tt: JOl7 OLrMPUS DR. lIIlDlBRTON, WA '8310 Q.'lOP!llTl LOCATlONl PROPERTY MCKENZIE/SHELDON KITSAP COUNTY, WASHINOTOH 01/10/9i 100. CR:lSS JlIO.M' IXlB 101. ,..I ,dt 10Z. '.r...\ IK_rh , . ..tU.....t cht,. .. to bon ,... ,,,. Adi",'.". tor H... ld 'ot. t'tv/1'OII'l tall... 101 C 'P- 101. .,........,.. ,.., 1\0. In. Ul. "'. 114. l20, \I,. U,OO 868,000.00 " ..tt.r In lIeN t to " GR:lSS llMXm' roE l1lCM ZOO. IIQIf1S 'AID .., . II III1,lI,J Of 101. O...lt or ........t ......v tal. priM'.' IIoIIlU'\t of NW tOIn(a) ~lD3. '.c,.tl,. 101"(') 1':"," U]Kt to lO4. lOS. QROSS :AIoU.INT roE 872,826,66 868.000,00 S 1'I0IiI5 IIf 'IQM TO 1. III~'" U ,.. t t I 502. "'H..-nf t .n.,. (lh. "00) SOJ. II'U I 1ft M eet to 04' .. f flrtt .rt l n S ,. ,.f ncond IIOrt.... lotn .. ,"" l_. S01. \C~ .. .fotl_ '. n.r for h_ ,. .U r 110 " t.... t. , .Cl 'WI tax.. t. fK- Z11. COlftY 'PH 07 01 9& ,,07 10 '8 1\, . 07 01 98,0 , 10 '8 ~ I . . to Stz. la.. . .. n:s. ... lU. '" It'). I. l1'. ... " ,n. 111. 51'. ". S19. 220, 520. 'IO.D\L RmX:TIal NOJNI' 306,44 J06.U 8 8.000,00 l06," 867,693.'6 I f~th... :.~tl;'tlMt r=:' CITY U~ 8R~KRTON - I__.~_... -a., letf'OWt'" ..lI.... lJ"p-AIR DI5~t INC. .... ........, 1att\~l.I\"~ .1"" I '-w ..,...,td h .. trut .. Keur... .ee..". of thl, tr"'~'(on. I hIw clUMd or ifill e....' ."... to.... 4.._.._ in KCo"*,,,* "ll1'tl thh .,.t...... ,-,tl..,t ""1' .... ~I~: n h . (:rl_ 1'0 ~',..l.,..... t.,.. Itr,~' to 1M ......,td "".. on '''1'' " ., .1.U..r tn:. p., <kR) 1&'f'~~on~,g~lgn~... tntliJdt.. f.. WId .. ....nt. 'er .t. . IN: T ,. au. . c-. '~~CIUI.\t\~~'O:o'~'.Z .> ..----" . ' L SETTLEMENT CHARGES ~2~ -" 100, TOTAL SALES/BROKER'S COMMISSION PAID 'a'" 'AIO MOl tined on Dl'IU I Itf.A nno no -L- .. .,..,...', .$fUlJt, ,u.s." fl.lD5A' 'lvi.ton of C_iul", (II.... nJO) .. "11",,,( $tULWNT 5lnL~un 701 . fO H.lI. "" . 10 hI.Il. 1Q.1. c..U'''M'I Hid .1 '"UIMnI '" YGf.. 800. ITRM~ PAYABLE IN CO~ION WITII I'o~ It, L'1I\0\',.1,,'~ . 1Ol. lC*' DltcllU'l\ . ... MDl'".t"l '" ~o - 1M. erlCll1 lleort !O lIS. t......, I,-,'or.,.. .. ."1.... I,.uraneo ArmllullCltt 'It! to - "1. ,...~'10f'l~.. 110II. 1109, -- '10. 11L-- - Ill. - ,- 1ll.-- IH. .,~. 816. HQ... ITEMS RV 901 In'...... 'rea to "" MMbMlIII. l"'ur~'rlllli~tor ~tll.to 901. ".Iud II'lIUrMU "1'_11.. for - .....n '0 ... JlOCld Irwur...::. Pr_i~ tor - wan to m...-. WITH 1000 RRSRRVIS DI!POSITIlD LENDER l001.II-'lIl'dINl_. lIIllI\th. . _r~" 1001. Mot..... I~r_. IIlInlh.. Dlr IIDnth 1003. [Itv ar..rtv t... .....,.... ,-.. , -.... .. , -. la. At'III.Irol .....dHIh IIllI\t.... . Dll'lIOf'ltfrl ION. , lead f"'trant:~ Iltlft...... _I' -.,'L- loa7. MI'Ith. . DIIr lMn'h ,.... -..... ~.. 1100 TITLI CHARGIlS """ _h ~. .", on 1,.no no """ ...., .. ,......-... .. llUl. lith .__I_h~ to J.lRl...' .. "... p- h 11~ ".""\1' t... t, "07. i\t'torntV"ttM .. <I~I"'" , 1101 TiHe t"""Ml!. 10 LAnd 1"itlA ~~.I'l.V " ". ,tnr:'lIdh ....... H_NJIIle"l tlOl' l...."., t'ftW"... J . Taw t - \l'D OWWr" eover_ tA.t;A . '0 nn ~., , '" " "" , L.n" T" 1 , '" nu. ,.,.. 1... OIrleI". 'aliN ," ',.n" T" 1 " 1U.l Sat_1M lllr"'dlr.. .alley '" In.. WI"n"" Pili_ L.U>d Tit.1. 1H~ ~JtA.RQR!:; 1200 GOVlJRNMRNT RRCOROING :u.m TRANSPIlR 1m,. .Jeardll'll '.S. bHd , 2" no .Mort.... , :..l.... .. 10 UBI Cltv/ClIU'lh tl.ll .t.... DeedS tMDl't_' UO. ItatltaUlt_1 I)'" l a....rt_t , '''' Inl.. '" TaJl. . 2 no 1211 1.. Iur.,.y to J.1OZ. ,,,, ... ,. - ,... I. - .... .!lIL- ,,"", ,.. ill \I'D ,l1n. ~' ~-) aoo TI , ,... /f L/~Ob'd. \ AGBNDA BILL BRBIIBRTOII CITY camrcIL 1. SUBJECT: Exercise Option to Purchase Envirofil Property at Smith Cove FOR AGENDA OF: ORIGINATING DEPT: ORIGINATOR: DATE SUBMITTED: May 27, 1998 Admin. Services K. Mccluskey~ May 21. 1998 2. CT~~~~NCES: (comment on back if necessary) City Attorney 3. EXHIBITS: Option Letter Real Estate Option Agreement ENDORSEMENTX INFORMATION__ MAYOR ~ .,d. -d..- /..- 4. SUMMARY STATEMENT AND REOUIREMENT FOR COUNCIL ACTION: APPROVED BY COUNCIL PRESIDENT FOR SUBMITTAL: COUNCIL PRESIDENT Environfil, commonly known as BremAir, and the city entered into a real estate option agreement dated November 26, 1996 whereby the City agreed to option the Envirofil property adjacent to Evergreen Park. It is recommended that the city exercise this option and assume the liability of existing environmental conditions of the property that pose little exposure according to the City's consultant, Failure Analysis. 8 . RECOMMENDATION: Motion to authorize Mayor to exercise option to purchase real property from Environfil as described in the option Agreement dated November 26, 1996. 9. RESPONSIBLE OFFICIAL: Executive ENFORCEMENT OFFICIAL: Executive EXPIRATION DATE: REVIEW DATE: 10. NOTICE OF ACTION PULLED TABLED APPROVED DISAPPROVED AMENDED _ COUNCIL DIRECTIVE: DATE: 11. AGENDA BILL NO: OFFICE OF CITY ATIORNEY 239 4th Street. Bremerton, Washington 98337. (360) 478-5345. fAX (360) 478-516\ . E-mail: legal@ci.bremerton,wa,us May 6, 1998 Robert J. Berres Envirofil, Inc, P.O. Box 990 Bremerton, Washington 98337 Re: Real Estate Option to Purchase Option Agreement dated November 26, 1996 As Extended. Dear Mr. Berres: The City ofBremerton by this letter exercises its option to purchase the real property which is subject to the City ofBremerton and Envirofil's Option to Purchase Agreement described above, This exercise is subject to the condition of title, which is to be free of encumbrances and defects, The City understands that a preliminary title report has been obtained by Envirofil, and that the City has not yet been provided a copy, The City is willing to adjust the strict tenns of Paragraph 5, relating to Condition of Title, It is agreeable with the city that title be cleared to the appropriate condition and that Envirofil then provide a copy of title commitment with a short period of time for review by the City, Envirofil could then provide the City with an executed statutory warranty deed. Very truly yours, Lynn Horton Mayor * Equal Opportunity Employer * VUN\ WAm MANAGEMENT BREM-AIR DISPOSAL, INC. P.O. BOX 990 BREMERTON, WA 98337 PHONE <360\ 674-31116 FAX (36O) 61'4-3&16 September 23, 1998 Ms, Kathleen L. McCluskey Director, Administrative Services City of Bremerton 239 4th Street Bremerton, Washington 98337 Dear Ms, McCluskey: Enclosed is a copy of the attachment to the Real Estate Option Agreement entered into by the City of Bremerton and Brem-Air in November 1996. It appears to be a printout from the assessor's office and lists various parcels and the taxes associated with them. If you add the totals together the SlUll is $868,000. From what I understand, Land Title looked at this attachment to the Real Estate Option Agreement and utilized the SlUll of the tax amounts as a method of calculating the fee to be paid to Land Title in the sale of this property. I hope this satisfies your inquiry into how the value of the Bremerton property was determined. If you do have any further questions please feel free to call me at 415-2761. SEP-18-98 09:48 FrOl;H E W M SEATTLE 12084470849 N49 P,Q21ll Job-070 LMCPHEE 10:23 AM ATS/T0250 CURREN'1' SUMMARY FOR 132401-2-022-2002 11138684 Tax Yr Lan~ B1d9, e~o. 1996 61000 9000 1"7 61000lC 9000) ( s tus 10/1S/96 Tot.a1 70000 70000) o BRIM AIR CISPOSAL INC POBOX 438 BREMERTON WA 983370106 - StatILe: T/0010 SECTION 1) TOWNSHIP 24 RANCE 01 IMORt OESeR!?!: ; : ~~ FIL!) Land use: 48000 PARll) 1H PTH GOVT LOT 1 SEe 13 OAF SAAP 893.3FTN_ANg Acres: .47 22-1 2 E OF SW COR SO GOVT LOT 1 TH E 140FT S 60FT Tft E TO Map #: lU32-1051< MEA N~H SLY ON MEA t.N TAP E Of' PT 120F'I' S OF POB TB W TAP Cate Prlce !p Ie exei.. no ' Id oaie C~~nt.s: Q383 75000 W SG 8301666 CK30 960 14 REVAL CHOO 910522 REVAL MGQ1 870513 ANNUM. UPDATING SEP-18-98 09:48 Fr..:H E W W SEATTLE 12084470849 T-'4; I Jab-070 LMCPHEE 10:23 AM ATS;C2330 ~L DESCRIPTION FOR 132401-2-022-2002 10/1S/1J' 1 Z 3 ~ 6 7 8 9 10 11 lZ 13 t4 22- 12FT t OF SW COR SO GOVT LOT 1 TH E 140rT S 60n TH E TO MIA LN '1'H SLY ON MEA LN TAP E or P't 1201"1' s or POB TH W TAr 120F'1' S OF POB TB N TO POB EXC TH P'l'N LY W OF E MGN SHELDON BLVD rAlH2) 't't)t.DS FM'C FOLG DESe t1P~S TH PTN GOVT LOT 1 SEC 13 DAF BUP 893.3 F'1' N AND 22-1:2 E or SW COR SO (l0V'!' LOT 1 TH E 140FT 'l'H S 60FT TH E '1'0 LN TH SLY ON MEA LN TAP I or P'1' 12bF'l' S OF POB TH W '1'A!' 1.201"1' S '1'0 POB '1'K N TO POB PAR ( 3) TH PTN GOV't' LOT 1 SEe 13 OAF BMP 933. 3 F'l' N AND 162 . sP'r E OF QTI\ nc COR BTW SEes 13 AND 14 AND RUN TH S 100 n TH E TO GOVT MEA LN 'l'H NLY ALG SO MEA LN TAP E OP POB TH W TO fOB EXC THFR. THE N 101'1' THor LY E OF SHEt.DON BLVD TGW FIRST CLASS TDLDS AOJN EX'l'ENDING TO LN or MEAN LOW TIDE EXC TH PTN LY WLY OF E MGN SH!t.DON BLVD PRINT TO FILE - SEP-IS-U 09:41 Fr..:H E W W SEATTLE 12014470149 T-24! P,04llt Jab-Ora LKCPHEE 10:22 AM A~S/T0250 CURRENT SUMMARY FOR lJ2401-a-02,-200S #11381S. BREM AIR DISPOS~ INC T!J9~r 18~Bg aldqj6:~go ~~EAil~~a8 WA 983370106 1997 ( 18600gl~u. 364000)( 10/15/96 Total '50000 !l50000) o - ~~~a/~:~:T(~g5g U~U?N",},3p:m,,!'HIPi2~ W'iE~1-1lf~D~gmriiNoiNNRr) Ai~.'; liH-lo5x ~g~ ~~g~ ~;tr~pMm~PT~Fo~ fg;C~~'~l!OEorg, ~gfi oata Price Tp Ic Excise no Id Oat. EO ents: , ClC30 960814 ' , ClCOO 910523 AL CHaO 900625 ADDED W'lT CHARACTERISTICS OE02 861009 LAND USE CODE cHANGE ATS!C:2330 SEP-11-98 09:49 Fro.:H E W M SEATTlE 12014470849 7-249 P,OI/ll Job-070 RP LEGAL DE5CRXPTXON FOR 132401-2-029-200~ ~O/~5/9' , . SBCTION 13 TOWNSHIP 24 RANGE 1E PAR (A) TH P'l'tl' 1.1' N , W OF A LN TnO TO MIDDLE P'l' OF N1:LY BDRY '1'1IOF . THJ: MIDDLE PT OF A, LN CONNECTING THE NW & SE COU THOF ot FOP ALL TH PTJf 07 LO'1' 1 LY N ~ E' OF 5HEUlON JI.vn SUP 3B:1..3lT N & 411n I OF SW COR OF LOT 1 TH N 104 rr '1'Il W 106" TB N 168" TH Z 12'"' TO GOV'l' H!A LN 'l'B n,y AI.C SD GOV'l' MEA LN U8.3" TH S 1nFT TAl' Ii: OF PCB TR iii 107"' TO POll EXC 'rHE FDT BMP 562.16 FT E .. 476. 3FT N 07 " COR OlP :tD'1' 1 1'B W SOF'I' TH N TO GOV'! MZA t.N 'I'H Sn,Y AtG SO lOA LN TAP DIR N ot POB TH 5 TO POB PUt!) PT OF GOV 1. 1 Au. THAT P'l' LY%NG S & E OF LN THRU MIDPOINT or NILY BDRY , MIDPOINT OF LN CONNECTING NW . 5E COIl 01 THE row else T1l ALL 'l'HAT P'!! of 'I'HE FOLG DISC 'I'R IN GOV L 1 LYING N " E OF SHELDON BLVD BAAP 381.3FT N , 471FT E OF THI SW COR OF SD LOT 1 N 104"' W 106FT N 16err E 129 FT TO THE GOV HIL alLY ALG SD MIL 148.3 F'l' 5 1S1FT TO A P'1' E OF THE POB iii 107"' '1'0 THE POB EXC THI:, FOW DlESC TR 5li:G AT A P'l' 562.16FT E " 476.3FT N OF ::~.:. -' COIl OF so LOT 1 W 50FT N TO 1'1.11. SELY ALG 1'1./1. TO A PT DJ:UCTLY N OF 'rttE 1'05 S TO TO: POB ALSO P'1' OF GOV L 1 BAAP 562.16FT E " 476.3FT N OF THE SIiI COR OF SO GOV L 1 RUNG iii 50rT N TO MIL TH IN A SELY OIR ALG SO MIL TO It. PT DIREC'l'LY N OF 'l'BE POB 5 TO THE PCB EX PT S OF OF THE NLY LN of SBLDON BLVD PAR(C) TN PTN OF T1l 3 BU; 6 BA\lVtEW AOON OAF BAT SW COR OF GOVT LOT 1 TH NO*S7'02E ALG THE W LN OF SO GOVT LOT 1 A DIST OF 653.301''1' TH sae.26'OOE 4'~.63FT ~o BAL GOVT ME1 LN TH ALG SO MEA LN N33* 11'04~ 58.88FT TO TPOB 'l'H CONT N33*11' 04W 80.33FT TH ALG THE N I.N OF SO TR 3, Noll.""!>6! 90:00FT TB 588*11'04E 29.S7 FT TH S41*44'561i1 40.68FT 'l'H S33*11'04E 64.14FT TH S57*29'08W 41.63FT TO TPOB PAR(O) LOT 1 BLK 2 PAIlX PLACE ADON TO CITY OF BREMERTON PARCE) TH PTN OF 'l'R 3 BLIt 6 BA\lV1:!I:W ADON P'1' OF LOT 3 OAF COM AT THE t1 S MEA COR SO COR BUNG LOC ON SHELDON BLVD " ON THE W MGN OF WATER sot AS SHOWN BY ALL HARBOR AREA MAPS N34*44'W 264.18FT FO~ so MEA LN '1'H l:N A. NELY OUt ALG TH1i: NELY LN OF LOT 3 BLK 6 OF MAP of BAYVIEW ADDN 300FT S TAP 50FT E OF TllE POB TH iii 50n TO ~01S EXC PT OCCUPIEO BY SHELDON BLVD EXC TR PER VOt. 604/300 :; . " .;. 1 'z 1C n l2 ." , , . , , . 1- l~ ~ :;. - ., - . .:. , .... " . ' .' - . - - , - - , SEP-18-98 09:49 Fr..:H E W Y SEATTLE 120844T0849 T-249 P,OI/11 Jab-OTO LMCPHEE 10:22 AM AtS/T02S0 CURREN'r SUMMARY FOR 3709-005-009-0008 11.22~07 1 ~8 B14q, etc::o ( 700~1!u. OJf COGEAN AVE Tax Yr 1996 1997 1208 10/15/96 Total 7000 7000) o 8REM AIR DISPOSAL IHe P 0 ax 438 BREHERTON WA 983370106 - St.t/Lc: T{0010 aAYVIEW ADDN tancl I.IS.: 1.101 BU 5 LOT 9 EXC A;~.'; A~J2-1oeK E 29" nor Data Priee Tp Ie Excise no Iel 013 0 G03 ClCOO ClCOO Ma01 Date ,eosolS 930607 930603 910523 870513 COllllllants: RBVAL DP93-62CM FOR 92/93 DP93-lS2-CK ff'~ UPDATING TORN OWN SEP-f8-98 09:49 Fr..:H E . W SEATTlE f 20844T0849 T-249 P,DT/ff Job-OTO !.MCPHEE :LO: 22 AM ATS/T0250 CURRENT SUMMARY FOR 3709-oo~-ooe-0009 #14aap?l Tax 'ir Land Bld.q I 82tc;0' BREM AIR OISPOS^L INe 1996 7000 00 &RiMIIT6~8 WA 9S3370106 1997 ( 7oogi~U8 20001 ( 515 SHELDON BLVD 10/15/96 Total '000 gOOD) o stat/~c: T{D010 BAYVIIW ADDN Land use: ~6000 ILK 005 LOT 8 EXC E 29rt Ai~Q'; Rf!2-10'K 819: ria8! QP is ~i6g!ogo Id Data m10 ~,nts: c:K30 "0806 .... CMOO 910523 R AL . -, . SEP-II-91 09:49 Fraa:H E W W SEATTLE 12064470149 T-249 P,OI/ll Job-070 LMCPHE! 10:23 AM ATS/T0250 C~ENT SUMMARV FOR 132401-2-015-aOOl 1113SG27 Tax y~ Land Bldq etc. aRE!! AIR DISPOSAL IHe 1996 127000 ' 8300(' I POBOX 438 1997 ( 1270001 ( 83000) ( BREMERTON WA 983370106 situs 607 14TH ST 10/1I/U Igtal 2 000 210000) o Stat./Le: T/0010 S~:ION 13 TOWNSHIP 24 RANGE 01 (MORE DESCRIPTION ON FILE) Land usa: 55000 ~T P'1' OF FOU; LV ! ot SHELDON BLVO 1>'1' OF GO\'1' LOT :I. , ~~p.,; kig!-105~ ~~~Sl~F&2~ ;~Ff~G~P~3Ti~wNLgFofK~Dl~~vgO~~ A Date P~io. IP Ic Excise no Id Date Commants: 0281 250000 P 8100781 CM30 960814 ~EVAL 0277 94000 R 7701307 CHOO 910522 RIVAL 1172 2172 Q EX 7291504 MGOl 870513 ANNUAL UPDATING SEP-18-98 09:50 Fro.:H E W W SEATTLE 12054470849 T-249 P,09/11 Job-OTO LMCPHEE 10:23 AM ATS/C2330 LEGAL DESCRIPTION FOR 132401-2-01~-200~ , ~O/lS/g6 1 2 3 4 5 6 os '2ND CLASS FR'1'G BAAl' 923. UT N OF THE 1/4 COR B'rW S 13 , 14 SO 'rWP . RGE N ALG TIll W LN OF SO GOVT LOT 1 A o ST OF 180.44" MIL TO THE S LN 01' 14TH S'1' TH E AI..G SO S LN T THTHE M~ LN3 SI.YH).LG THE MEA LN TO A PT E OF THE P08 TH W o E POg , .47C ' PRINT TO F!!,'" I -. SEP-18-98 09:50 F,..:K E W W SEATTLE 120844r0849 T-249 P,10/11 Jab-OrO LMCPHEE 10:23 AM ATS/T02S0 C1J1UtENT SUMMARY FOR 132401-2-028-200& 111'!~'r TalC Yr L&nci ald9, etc. 1996 22000 0 1997 (22000)( 0)( Sltua 10/1'/'6 'ft58a 22000) o BUM AIR DISPOSAl. INC P 0 eox 43. BRlMERTON WA 983370106 s~a~/~Ol 'r/QQ1Q SECTION 13 TOWNSHIP 24 RANGE 01 (MORt DESCRIPTION ON FI~) Land \.Ise: nooo '1'K P'rN OF FOP IN GOV'l' LO'r 1 t.Y !I.t OF MaENZII AVE DAM' Acra,: .11 NO*S7'02E 773.JOFT , 58..26'001 142.'OFT Fa T E SW COR OF SO Map I R132-10'X QOVT LOT 1 TH Sl*57'02W 120FT TH SSS. 26'001 TO ~ GOVT MEA Date Price Tp Ic Excis. no 14 Date Camments: C1130 910114 1U:VM. M003 930607 DP 93-61CM FOR 92/93 TORN OWN CMOO 930603 DP93-61-cM CHOO 910523 RIVAL MGOl 870513 ANNUAL OPOATING SEP-18-58 09:50 Fr..:H E W W SEATTLE 120844T0849 T-245 P,II/11 Job-OTO LMCPH!! 10:23 AM ATS/C2330 LEGAL DE3~PTIOK Foa 132401-2-028-2006 10/16/96 1 2 3 ~ WS NO*5 '021 773.30FT , 881*26'0 I 142.50rr FR THE SW COR OF SO GOVT LOT 1 TH Sl*S7'02W 120FT TH 588* 26'001 TO BAL GOVT MIA LN TH KWLY ALG so MEA LN TAP 588*26'001 FR POB TH N18. 26'OOW TO POB !XC SHELDON BLVD PRINT TO FILE ..... OCT 15 . 98 1,H'Jl 1238 :'AND T],LE ESCROW 3606928669 PACE 2/3 ....... TYl'S OR ...... r RJ:.\L. ESl'ATI EXCISE TAX Am~vl'r 'i1llt '"'" i.)WI'...... """'-.od ...---- ' by-, CIIAP1"8 a.~ IlCW . CHAnU .....11MC ... "" """- T-'_ (~ I'onn .... tt<<ll:JI. lw..... T...... fJt c-......... vi....,. o-o.hlp.. Iho ~ ol.....) TIII$ Aff1IJlWI1' WILL HC7f _ ~,~.AU.o .\IDI....,. AD fULLY CONrIArID .,..... ____ PI. J 1. ..- II_ r.o. ...'!190 CityI8lllelZlp k 1_" 91117 IAIlOUII1'O"AlJ..IfIlOfIII'YTAX~"lXlaJJ _11..0 _ I1ty of ___ -. m4tb~ Ci.,~ ~ . LIIGAL DIlSClumON Of' PIOPIIItI'Y snvtmlD III Q UNIIICOIU'OllATBD __rof_I.~, . N_ a.b" nil! h.-. 11_ m_-. ~ . <\...'" .':' }2:- , I -1~1..'~I-""I-t'l. s.. &IbI!ltt A,At~ t~ \'IS a NO .-......,...... ........_Ir_Ia_~ ."u.~ -., 11I1hi'~' aJrmIldy: . CIaNIIed<< ~ . ... MI? ~ IUIIlCW CIuolIod . __ _loooI!OPOa -.... a ood .....-. or .-,?.,... ...3< JCW .......-.......,.....- 0 oX! 1~ aipW 14.36 IlCW ........._.....Ilo,_~___-..:.....;;,_ --_.- ,... _!~M.uJI:W' a '" _1)1Io:01ood..... QloooIwllll_~ I!llaftdwidl_oIy.....buIIdI.. 0........__ Dli_onIy 0_....... _.... u.., 0 AI", (4 + ''"'1 0 _ Q li_ O...IeoI.... .__ 0_ I 0l1lOl1C8 01' c:oNTIfIUAJlCIl (fII;W "'", or llCW ".34) Iflhol!.P' ovr...(I) of '-' dtIt iI clUIifiDd ar......... C\JtftIlt ute Ofin'alJlndtrilli1OCOIIi..c"~Ofr"J :-..-. .... die: ..~)....... beIow..lr....OWMr(.)__ daiN ~~..dRGcIIiolor.........1II _ ...or.... tioMI .. ~ ~ lD'fII;W ".33.120 ... 1~ or RC'fI, ",34,101 _be... _........ by"''''' ,,_ ....Iimo d...,'IlIo_--_loolf...__........-' 10 ~ t!laein-tiof Gt ....... _ all .. ,.... ....... SipKwu do M -.aari1 me.- dtolMd. wi! .... ia P'..iDcII. "dalpMIon. If k.. '-...,.., k win be __...__ ~_winbe"""",AIl_......._..., TIUIIIftd Odoea Ddouaat.-Jifyb:~" Dolo DIIPUfT .....". (2) None. 01' COMJ'l.IANl:B (CIlopar ".26 RCW) 1f"__lld~"".-i"_"-J'ftIIIUlY _.._...."..............__1_..._., 1f..._0WIIl(0)......_..__."...._.. _",__,,~",26..:w.oIlaItbe""" ODd ~ by doo ..11or " ......... .. doo ... d", (3) 0WNIIt(5) S1GNATUIlIt ID !l !l "--.......... IIInvAC .......... _I...hlll. " , 1MC....__ ' . . ,- WIIWL._ . l.&L ~ CWUI - . .. ...,... ~ _1._ ~ t'" 1 . -Y 'I)pa <1_ 5tatucGEy 1IIrnat.y IlIId Dale fII o...--t .ww it IQQ1; , co-.... _. 0. ___ I 0. _........... 110. .., _. .17 LoaI I 0 ...... n 1.ocoI' n l Slate. 0 _Doa" .17, _ ftlOCIIIING THIll lOaM IF NO TAIlS DUB AFPIDAVIT poooIlJ or JIOl'Jar1 _ th .... or tJoo _ of -. . ...,... tIool tJoo 1\onaOI.. II tnelllld __ (llcc bock or"," '~;;~~ ~~~ Pce.ldmt, N_~_~.1Dc. " Dolea.PIoc:ooflli;niot 1-'1-98 io,j O..d"'rrl,IIJI! .-' ,.J! :C'l :=;-"=:",.-4(7) I-- /.1 ~/;Al(a Name (priAC) "-1_ _Dllrt~ u..t.___ Dole a.,..... of SIp.. 7 - / - '1'8 ~~ .__tJ.. , , ___"1'/ I I 1WJurJ: PaJjury ill . m. C lelolly ~ it,. .. . J& by impriIonmeot in I ..... ~ iDlti~ fi::Jr . mlXhnum WIn of DOl __....lhe yeIrJ. or 1lI'. 8..1. III 1alOU"_ '" Ibo OOIlrt.r... __ _ 8_, .00). or '" both hllpl""'..... ... fina (IlCW 'A,:lO.o2O (lC)). ' '.. \ fOIl TRIlASUUR'. usa oNLY TAXP"Y8~ QV "1001. (6-1HS) (PD 3..os..fT) ,ff}L(' -< ~- , 'I ({)-:"T' 7-1- ((~/ ~ ' ' /' \ ' OCT 15 . 98 tTHU) 12 39 LAND TITLE ESCROW LAND TITLE OCReM' 9657 LEVIN ROAD N.W.. SUITS 110 SILVlkDALB. WA "383 Buyer I SeUer: Property Addreas: 360 692 8669 CITY or IJRDIBR'rOlf FI\IAL BUi'1IlS SITTLIIMBlrT STATIIlIIIT MMILD' !'IIlLAY BalM~AIk DISPOSAL. IHe. PROPIaTT IIC....~IB/~ AVB <ITSI'P COUIlTY, IIASIIIIl<lTOII PACE 3/3 Order Number: 114136 B8crow ~~rl ~~10.97~CA Settlement Date I 07/01/98 Settlement Agentl Cathie AMea LPO NumbeT: Bxpenses Title lnauranct to Land Title Company........... I_crow Fee ~o Land ~1tle c~~................ Sales Tax s.crow Pee to Land.Title C~ny Sale8 Tax Owner. Policy Fee to Land Title Company Work Vae to Land Tit:le COfIPeny RecQrdlng of Deed............. .". . . . ... . . . . . . . . . . . BXCISB to MIlClAII MtlIll-~IIMBtJltSBllIIIIT Deposit to Sserow Sub-totah ................................................ .hlam:e due from Buyer Total. ~~'l"'> C.thle ~e ~ Settlement Agent LPO . ,-13-"IB Date 2,115.00 1.ne.OO In,50 ].71.32 891.83 15.00 2.00 4.IIU.6s ..814.65 Credits 4.5:ilO.:ill 4.520.21 294.44 4.814.65 TITLE OFFICE D Silverdele 9657 Levin Road N.W. Suite 100 P.O. Box 2737 Silverdale, Wa 98383 (360) 692-2233 FAX: (3601 692-2244 ESCROW OFFICES D Port Orchard 2501 S.E. Mile Hill Drive Suite 101 P.O. Box 1489 Port Orchard. WA 98366 (360) 876-0450 FAX: (360) 876-0574 D Silverdale 9657 Levin Road N.W. Suite 110 P.O. Box 2737 Silverdale, WA 98383 (360) 692-4033 FAX: (360) 692-8669 D Poul.bo 1040 NE Holrtmark St. Suite 100 Poulsbo, WA 98370 (360) 779-7172 FAX (360) 779-1004 .~ . LAND TITLE COMPANY r'" : " I i i " :,. . :( I"~ I', if., !'1 iL, I.,) n flit i ~ "i b' I.S -_._-~-- July 30, ~~98 Jt 3 , I99B CITY OF B I~RTON ' 4TH STREE r BRBMERTON--- ATTN. JACKIE I I .._...1 f Enclosed please find your final policy of title insurance in regards to the following transaction: Seller Name: Buyer Name: Our File No.: PINLAY/BRBM-AIR CITY OF BRBMERTON E-1l4l36 Property Address: PROPERTY MCKBNZIE/SHELDON AVB KITSAP COUNTY, WASHINGTON ~..:!I ,j .~it.QiII ,cj .l...... Please call us if you have any questions regarding this policy. For your convenience please use our "800" number. (800) 950-4321. Thank you for allowing Land Title Company to serve you, We appreciate your business! Sincerely, ~/ Land Title Company of Kitsap County Silverdale Title Office EXponenf Failure Analysis Associates Exponent 149 Commonwealth Drive Menlo Park, CA 94025 telephone 650-326-9400 facsimile 650-]26-8072 www.exponenLcom May 21, 1998 Eugene W, Sampley, P,E, Director Department of Public Works & Utilities City ofBremerton 3027 Olympia Drive Bremerton, Washington 98310-4799 Subject: Current Status of Evergreen Park Expansion Project Contract 8600A5Q,OOl 0301 Dear Gene: This letter is an update on the proposed Evergreen Park Expansion project, The project represents a unique opportunity for the City ofBremerton to participate in a model brownfield redevelopment project that returns the property along Smith Cove to a beneficial public use, Throughout this process, the Washington State Department of Ecology has been working closely with the City to ensure that rapid and appropriate solutions to cleanup will provide a safe, multifaceted park. Based on the investigations conducted to date, the information known at this time, and discussions with Ecology, we believe the City's long-term liability relating to cleanup and redevelopment is minimal, particularly for the Brem-Air Disposal property that surrounds Smith Cove, We appreciate this opportunity to be of service to the City ofBremerton, If you have any questions, please do not hesitate to contact me at (360) 830-2211, ;;~ Roger B, Horne, Ir, Principal Engineer Exponent Failure Analysis Associates, Inc, RECEIVED MAY 261998 uapt. ..". .u..,..... I.VII";:) ana Utilities City of Bremerton <COPY LYNN S. HORTON, Mayor 2394th Street. Bremerton, Washington 98337 . (360) 478-5266 . FAX (360) 478-5883 May 28, 1998 Robert J. Berres Envirofil, Inc. P.O. Box 990 Bremerton, W A 98337 SUBJECT: Real Estate Option to Purchase Option Agreement dated November 26, 1996 As Extended Dear Mr. Berres: Pursuant to City COWlcil authorization, the City of Bremerton by this letter exercises its option to purchase the real property which is subject to the City of Bremerton and Envirofil's Option to Purchase Agreement described above. This exercise is subject to the conditions of title, which is to be free of encumbrances and defects. The City understands that a preliminary title report has been obtained by Envirofil, and that the City has not yet been provided a copy. The City is willing to adjust the strict terms of Paragraph 5, relating to Condition of Title. It is agreeable with the City that title be cleared to the appropriate condition and that Envirofil then provide a copy of title commitment with a short period of time for review by the City. Envirofil could then provide the City with an executed statutory warranty deed. Sincerely, ~J~L Lynn S. Horton Mayor LH:ev cc: Leslie Nellermoe, Attorney * Equal Opportunity Employer * . CITY OF BRBKBRTON 239 4TH STRBBT BREMBRTON WASHINGTON 98337 FAX NUMBER (360) 478-5161 (360) 478-5345 FACSIMILB COVBR SHEET TO c' TRANSMISSION VERIFICATION REPORT TIME OS/29/1998 14:54 NAME BREMERTON LEGAL DEPT FAX 3604785161 TEL 3604785345 DATE,TIME FAX NO. /NAME DURATION PAGE(S) RESULT MODE OS/29 14:53 94791772 00:00:52 02 OK STANDARD ECM " CITY OP BRBKBRTON 239 .TJI STRBBT BRBKEll.TON WASBl:NGTON 98337 FAX NUMBER (360) .78-5161 (360) U8-53U FACSIMILB COVER SHBBT DAT' ..... ~,:;tJ, r::jq fj TO~O &--LL "UU Qu f'YVX- INDIVIDUAL FAX NUMBER aocP -4+7 - OEA4 TIME a: ,,,~~p, ""'- . tiU~ 7t~\~ , , '\ FIRM-yvy,. (l ujJ:.JLL Lu~a- r-- - 'I - NUMBER OF , JCY) TRANSMISSION VERIFICATION REPORT TIME OS/29/1998 14:56 NAME BREMERTON LEGAL DEPT FAX 3604785161 TEL 3604785345 DATE, TIME FAX NO./NAME DURATION PAGE(S) RESULT MODE OS/29 14:55 912064470849 00:01:04 02 OK STANDARD ECM Page 1 I I Paula Johnston - Re: Brem Air Transfer of Property From: To: Dafe: SUbject: Glenna Malanca Paula Johnston FrLMay8.19981:21PM Re: Brem Air Transfer of Property Yes, I was not sure if Council had, or had not. approved the acceptance, I have tried to attach documents to e-mails, to no avail. So I'll interoffice the draft to you, >>> Paula Johnston 05/08 11 :52 AM >>> Do you want me to get the letter on Council agenda for 5/277 >>> Glenna Malanca 05/0810:16 AM >>> Please update Kathy on my activities, i am talking to Nellermo, Brem Air's attorney, They are working on the condition of title, trying to clear it of a couple of specks, Our letter of exercising our option is drafted, Nellermo is asking that we wait to deiiver the letter until she works a bit more on title, All we have to do is deliver the letter I have already drafted before June 1, We can go ahead and have the council approve the letter and Brem air will provide the deed, >>> Paula Johnston 05/08 9:54 AM >>> Kathy asked me to remind you that she sent up information on Brem-Air transfer of property adjacent to Evergreen Park, There is a deadline of June 1, 1998 to get the deed prepared and approved by City Council. The agenda bill and deed must go to Council Committees no later than May 19 and 20 and to City Council on May 27, 1998, Please advise of status and if I can be of assistance with the Council process, thanks! _._._,~. ._..._...........m......"'..... ....,.._._........._.""'__, .."_.......,......._."..,,...,_"""'..._,............._.........."m.m..."..........m......._......"..,."""u...,.."._.._.____._._.mm~..."._. ......_........_m.m .--.----+-.--.--.----.- ----.-.-.-.-'-.-------------,-.-..-.-.-.-.-.-.---.-.-.--.----.-.....---.- "'--""",'--"'~' INTEROFFICE MEMO I~I\Y - 6 /ClClR DATE: TO: FROM, RE: 05/05/98 GLENNA MALANCA, CITY ATTORNEY \ ) ../ KA1HLEEN MCCLUSKEY, ADMINISTRATIVE SERVICES DIRECTOR ~...... BREM-AIR/ENVIROFlL, 1Ne. Attached is the property acquisition file for the Envirofil property, Please note the extension of the option is in force until June 1, 1998, Please prepare the necessary Deed for acquisition of the property, This will need to go to City Council no later than their 5/27/98 agenda to meet this time1ine, I am out of town from 5/7 through 5/15, I would he happy to take through committees on the 19'" and 20'" if you want me to, FAX I Date 04/02/98 I Number of po?;es inc/udin?; cover sheet TO: Leslie Nellermoe FROM: Kathleen McCluskey, Administrative Services Director \) ^ ./ City of Bremerton J~- 239 Fourth Street Bremerton, Wa.98337 Phone Fax Phone 206 447 0849 I CC: Phone Fax Phone 360-478-5290 360-478-5200 REMARKS: 0 Urgent 0 For your review Attached is a fully executed copy of the extension agreement. o Reply ASAP o Please Comment MAR-31-98 15:15 From:H E W U SEATTLE 12064470849 T-021 P,03!04 Job-040 ......, ...... -~-- ...~ - - ADMINISTRATIVE SEIlVlCES . Kathleen McCluske;y, Director 239 4th $tr..I' Br.,"orlon_ YOA 98337' (360) 47I1-j290' FAX (3liO) 478-S20n March 24,1998 Ms, L..u. C_ Neil_OIl Attorney . Law Heller Ehnnan White " MoA\I1i1fe 6100 Columbia Center 701 Fifth Avezwe Seattle, Wubington 98104-7098 RE: Exteuion of Real Eltate Option Agrwmem f'br Envirofll Property Dear Ms. NeIlermOe: On Febtuary 12, 1997. the City oIBremertOl1 executed a RaaI Eltate Option Agreement ("the Ageemenl'') under which the City is entitJed to purcbue certain property in the c:ity held by Eftviroti111\d deseribed in Exhibit A oCtile AJreemenl By itl terms. the Agreement would have expired on December 31, 1997. On DeceJllber 24th the City signed a 1etter of IIfeemenl extending ~ option to MarQ131~99 J ..)u~ l J \ '\.cti' The City olBremerton wishes to extend the term of tile Agr~. described in section 2, page ofthc Agreement by an additional four momhl to 1..11 :)1, tn.,leavilla all other tentll and QOIlditiolll of the Agreement intaot IlId 1IIIChanpd. Under the Ajreement. the City'. Option she1I remain in force until , the option is exercised. or the panie& agree to an additional extension of its tenn, This letter is tended to deJCribe and memo~ the panies' agreement to mend the City's Option under' th.. A Jv\I\L.\J l.,,4(,5.~ Please siSnifY Envirofil's acceptance oftbe extension of the Opti~ent on these tentll by signing below and returninJ thi. lcuer to my attention. ~~ Kathleen L. McCIUskey~i<;:~oJ Administrative Servi~ .. t;qval OpporlUllity Employer * ~R-31-98 15:15 From:H E W ~ SEATTLE 12084470849 T-021 P,04/04 Job-040 . ~, Lalie C, NcUc:nnoe Pap Two March 24, 1998 \s-t' Accepted on bchalt'ofthc City ot'Bremenon this.5 - day of March, 1998, ~J.d Lyan S, Hortoll, Mtyor Accepted on behalf ofEnvirofil this ...11.- clay ofMlrch, 1998. City Attorney ~~~ .,.. ~~ (,v~""Yof;'1 cc; Raben Berres, Environl TRANSMISSION VERIFICATION REPORT TIME 04/02/1998 09:24 NAME ADMIN SERVICES FAX 3604785200 TEL 3604785290 DATE, TIME FAX NO./NAME DURATION PAGE(S) RESLLT MODE 04/02 09:23 912064470849 00:00:50 03 OK STANDARD ECM FAX I Date 03/31/98 I Number of pOKes includinK cover sheet TO: Leslie Nellermoe Heller Ehrman White & McAuliffe FROM: Kathleen McCluskey, Administrative Services Director City of Bremerton 239 Fourth Street Bremerton, Wa.98337 Phone Fax Phone 206 447 0849 Phone Fax Phone 360-478-5290 360-478-5200 I CC: REMARKS: 0 Urgent 0 For your review 0 Reply ASAP 0 Please Comment Enclosed is a letter requesting an extension of the real estate option agreement for the Envirofil (Brem-Air) property, This has been signed by Mayor Horton, An original will be mailed, I recognize that there may be further discussion regarding this document, however I wanted to have the request in your hands today due to the expiration of the previous extension, ~R-31-98 15:14 From:H E W ~ SEATTLE 12064470849 T-021 P,02/04 Job-040 HELLER EHRMAN WHITE & MCAULIFFE ATTOIl.NI':VS It. PARTNIiIt.SHIP OF PRUfESSION,,!- CORPO.."rIONS 6100 COLUMII" l;1il'fTU 701 FlnH AVINUI SEATTU: W."""""'.91104-109I rlEUPHDNI; (206) 441-0900 F""'M'I.E: no.) ~._ &:'4TTI.III Poan..uID TM;~4 Alft;:ttQIt.w& March31,1998 \.uoJI C, K.......- (]06) 389.0130 ~.... k-~.......E SA~ FUi'H:1SCO Los ANOELES Pua ALTO W"$HII'i'GTON. D.C. HOMO KQJliG ISlg~Mf Via FacsiMil, Kalhleen L. McCluskoy, Director Adminisuative Services City of BranertOll 239 - 4th Street B~mcrton, WA 98337 Re: City Request for Extea.ioll ofRnllatate OpU8ll Alreement for Ellvlrofll Property Dear Ms. McCluskey: As we discusscd this momina. Enviroft! is willing to extend the date by which the City of Bremorton i. required to exerci.. ita option 10 acquire Envirofil property:u part of the City's E"...areen Park redevelopmenl project. I undersrand that the City has made subatalltial progress toWard resolving both the technical U1d lepl issues presented by this project and that the City still desires to exercise the option. I am authoriad to approve U1lll1tC11Sion oftbe option agnKllIItIIt until June I, 1998. I have interlineated thai change in two places in the third parasraph of your leu<< arn1 signed on behalf of the company. A facsimile eopy is anachecl. llook forward to dillC;uI.iDg this projeel with Ms. Malane&. the City Attorney, in hopes that we can facilitate completion of the City's negotiations with Ecology and transfer the property before the option period expires. Attachment ec: Robert J. Berres, Jr. (w/enc.) Duane C. Woods (w/enc.) C3...2S.'?:::: 17:2<-1 ECiJUJG'(, ~n-,JF'O ~7U"Y;::; &4f n> C;~~A . ,..,,~?t'//;'1. ;C:;<-:'SKif) ;:;:-::;:J J;ll,~ '-:."? '1::-.]0: ," 1.. \.t ~..,.; ''t .." ht..il-- IF=Q 13 " 1998 02-S?J.K ' ~pt .j' EVERGREEN PARK MEET NG MARCH 19.1998 Utilities "it C ATTENDEES: Sherrill Doran, c;l1i1 Colburn, AdmiJolll Roger Horne, Shawn , Severn, Ching Pi Willig, David Livelimore, Judith Aitkf n, Tom .Morrm (by phone) Ecology aI1d Exponent met in Expone~t's Bellevue office (n Thursday morning, March 19111 at 10:CO am to discuss changes in ~he letter sent to Brenerton and Exponent outlining Ecology's I;OlllmIJnts for the Feasibility Studies (FS) and C eanup Action Plan (CAP), Bremerton (Gene Sampley, Bremerton:Public Works, and tilenna Malanca, the City's Attorney) were unable to attend, Once' changes and techni( al comments have been resolved, a revised FFSfCAP will be is~ued that will includ : a revised groundwater monitoring figure, In addition, monitoring stations may be changed after soil samples from the excavations have been analYZ\ld, and tidal data ha' 'e been evaluated, E\;ulogy needs to determine whether Susan Lee or Mariann l Deppman would be Toxic's Public Information Officer for this site,. Bremerton wants tl" get started figuring what they need to do to help the public understand the program ai ld assist in writing the first draft of the public hearing bulletins, It Is going to be a very high profile program and already the local Rotary Club has pledged $100,000 to help expand the park and its facilities, A discussio:ll was held about the best approach for addressi~ g the site, Should we use a Pre-purchase Agreement. Agreed Order, Consent Decree or a Voluntary CI~,anup Program (Vep)? The vep was eliminated because Ecolog~' funding canno.; be part of the program. Bremerton has questions about substantive co ltributions, future liability, and pre-pun;hase agreements and how these affect the conse nt decree or agreed order, Which is most efficient and can be most flexible? Is the Cit ( bringing suflkient funding (over 50%)7 Will it qualify for Pre.pur~hase? Need to lalO'v what is happening on the teclmical side, Tom Monill. Assistant Attornev Gener~1 ioined us by teJecc Ilferencing fi'om Lacev, Technical agreement is close and Tom needs to see the techl ical before he can approve the project. However, in a general sense, the City can opt fo' either a pre-purchase Agreement or a Consent Decree without losing Ecology func !ing, As the remedial design work plan is developed (it will be part of the legal agreemen), either route will take about the same amount of time to compl~te, The City can 1" oceed with technical approach while Ecology and the AG's office can proceed wi h the administrative pOltion of the program, ' Pre-purchase appears to be more attractive than a straight Censent Decree, We will reach an agreement on how the studies of soils, sediment and grou\ldwater will be I;onducted, Cost a.nalysis will also be included, although this estimate wtn't necessarily be binding C3_,2~,_----'~:3 17:23 ECiJU):.' (. H~JF'C 004 I ! EVERG~EN PARK l\iJEETb M~RCH 13.1998 ATTENDEES: Ching Pi Willig, Shawn Sevel'n, David tivermore, Admh'al Rogel' HOnlc, Call Colbunl, She1'l'i11 Donut, Judith Aitken I I I Ecology, PTI, and Failure Analysis met Friday morning, M;arch 13th in Ecology's Conference Room to conduct the first, of what we hope wj(: be many, working group sessions. The purpose of the meeting: to discuss the comm mts that Ecology returned to PTI regarding the focused Feasibility Study and Cleanup P an submitted December 1997, PTl and Failure Analysis who are siste~ organizations in thJ Failure Group have changed their name to Exponent. Both will be referred to as Exponent in this and larer comnlUnications, ' i The purpose of the meeting was I . :to disVllss Ecology's response to the feasibility study I . to decide which infonnation should! be covered by a tec~nical Jetter . to decide what information needs t~ be included as part :>fthe revised text, and . To clarify minor questions in the meeting, so that the su )jeet need not be addressed any further, A technical letter prepared by Exponent will respond to the tollowing items . Use ofCPAHs with respect to the I~terim Policy . An explanation for an elevated arsenic detection . Discussions of the need for 20 sampling points for data .lathering . Diehloromethene detections and the, need for fate and tn nsport modeling . Calculations tor the soils under the Interim Policy . Sediment justification for surtace w,ter . Benzene/TPH standards in groundwlIter I I There is not enough ground water infor~ation for the site to determine final monitoring where to place the monitoring wells, When we have sumci nt data we will be able to determine where the long term monitorillg wells should be paced, We will havl: an intbrmal work session 6n Thursday, March i19, to work out last minute information, This is scheduled for 10:00 am at PTI (Exponej1t), Ching Pi Wang, Sherrill Doran and David Livermore will meet at 9:00 am to talk abc\1t groundwater monitoring points or sites, Ecology and Exponent will agree on a sampl ng plan that is technically sound, I Need to chec,k on documentation that needs to be signed in order tor Ecology to be paid, Adjourneu I fudy~ I C3,,'2~, 3:::' 1,....., --..~, " ~..:. EC[UJC;1' ('. r'U-,_IF'O 002 I I EYERGR~EN PARK MUTb lWUARY 18. 1998 ATTENDEES: Sherrill Doran, Martha Turvey, Gail Colburn, Jim Spencer, c;ene Sampley, Admiral Roger Horne, c;lllnna Malanca. SlIa'l11 Severn, Chillg Pi Wang, Judith Aitlleu IInd Tom Morrill (tele~onferellcing from Lacey) The City of Bremen on, PT!, Failure Malysis and the Depa,rtment of Ecology met at 10:00 11m on February ISu. 1998 to discuss the technical colnmel~ts on the FFS and the procedures that we will follow in order to provide an exped ent cleanup, T,echnical comments will be provided in written thrm before the next neeting, It is expected that the Pre-purchase Agreement will be for the soil portions of the site, not the groundwater. This reflects the agreement on performing a phased approa(h to cleanup, Bremenon is concemed about long-range liability for the (ity, palticularly for ofl'site groundwater migration and offshore sediments in Smith Co Ie, They are also concerned about the high visibility that the site is going to have and WI nt to make sure that the selected cleanup remedy will be technically defensible and tcceptable to tlm public, Sediments !Il"e probably most bothersome in determining ho N to deal with them, There ha~ been no digging on the site; rather the soil and gr1lUndwater samples were obtained by Geopunch and Geoprobe, Piezometers were us,d in ground water data collecting, The interference ofLNAPL with groundwater", as discussed and we discussed the integrity of a cap for the site, Martha Tu,"ey said that the sediments ill Smith' s Cove wer" not a serious problem at this time atte! the,y appeared to be relatively clean. (please refer t) the letter Ecology sent in response to the Feasibility Study and Cleanup Action Plan) Bren~erton said the budgeted RIfFS cost: was about $240,00[, This amount was discussed in conjunction with the grant process and prepayment optior, g, The pre-payment request by Ecology call be done in parallel with the technkal review and comments, Need to get the pre-payment paperwork to (rene Sampley as soon as is possible, This will not be pa.t of the public review for the si'e but the Conse:nt Decree will have public information session and they (the public) wi II have an oppmtunity to comment on it, Called Tom :\1orrill to discuss options for an agreement (i.e" Pre-payment versus Consent Decree or Agreed Order but decided that it was a lit Ie premature, so postponed it until our n,~xt meeting, (March 13, 1998) Adjourned Judv ~,A ::: _',L..i_,..;' 1'...11''':_ 1.::)I_:r::, WHA T' S NEXT? We need tc> submit information to Tom Morrill, but this in. iudes intormatioJ1 that needs , to be also seen by the City's Attorney,' We need to reissue;he FS and then develop a remedial design work pllln for the site,' The work plan rou~ h draft was exp,ected to be available in ahout three (3) weeks, The prepaid agreement between Ecology and the City shOll d be submitted to Mike Gallagher, Section Manager, NWRO Ecology, There was 11 discussion about the Chevron site and its cont~mination plume, Admiral Home has discussed the potential ofth~ir plume affecting lJ1e park sites, He assures us that Chevron wants to be a good neighbor and will be keeping track of the project and our concerns, Tom Morrill confl/'lned that :under the Lake Unit n precedent, the City might be held liable for offsite groundwater nllgration onto the pa 'k property, All state permits are exempted from the process including t: Ie Shol'eland pe:rmit. The Federal permits for ReRA Dangerous Waste is not. Exponent will get the okay from the City to proceed and wi I get draft responses to Ecology's comments to Ecology next week. Adjourned Judy ~~ ~/"U?1 jev, Ct-'-fU!;;'h Itz,JL, ~~+ ?~- E..~C 'fJ'1t r!f;;i 0) t;A1' 71 'j i ~ ?rl \ 'fZ~- 6.'1'- 150:-' ~I ',1/) \ '1;;;S" -G'Ir- 7" of 13 &1;;4 (j~) {,,17 -'("-, C,', I of 0'-\-../., I~..",) Q "0) 'f 's- 7" ~, 0;.... b.t.<M ' (f r,J i ,iX;") .7.' p ,,. ;::d,IIo#'~ ~M r~iJr ~'f6&l'14 k, , ~J.P ~?;t; z.2..l c1>o~ 1-0~)~~tj?~ r\ :s: (~~J ~cfs- <760 f",I'~7 \ (qiS) Nn1lt \ \ \ \ \ \ \ \ \ I \ , i I .. ..;,,-' - - -'~ -- '-11 c.t-J.wL '7 ' /j-j -:( t,C{-tv! C-A.A..-l....-I~''-- ,/ :? ~~ /h ~~--;;;~ //7 d /11/1 t/ ( l Ii /' /, L-l7 etc., ~,' (~&J!)fu 'i-,~--- J\~"'" Spe.."(:..~V' 6~~ ~f'Ul'1 ('"'? / / /(~e'" '-I-~~ Gt~~/,)tI- l~illi)cll ~\.(,u.>-.\"" S~vr'" tJ,"'1,p;' ~JI C,~,_L'-"~' ' :-\\,is,_' \ I I \ I ADMINISTRATIVE SERVICES' Kathleen McCluskey, Director 2394th Street. Bremerton, WA 98337 . (360) 478-5290' FAX (360) 478-5200 March 24, 1998 Ms, Leslie C. Nellermoe Attorney at Law Heller Ehrman White & McAuliffe 6100 Columbia Center 701 Fifth Avenue Seattle, Washington 98104-7098 RE: Extension of Real Estate Option Agreement for Envirofil Property Dear Ms, Nellermoe: On February 12, 1997, the City ofBremerton executed a Real Estate Option Agreement ("the Agreement") under which the City is entitled to purchase certain property in the city held by Envirofil and described in Exhibit A of the Agreement. By its terms, the Agreement would have expired on December 31, 1997, On December 24th the City signed a letter of agreement extending the option to March 31, 1998. The City ofBremerton wishes to extend the term ofthe Agreement, described in section 2, page 1 of the Agreement by an additional four months to July 31, 1998, leaving all other terms and conditions of the Agreement intact and unchanged, Under the Agreement, the City's Option shall remain in force until July 31, 1998, the option is exercised, or the parties agree to an additional extension of its term, This letter is intended to describe and memorialize the parties' agreement to extend the City's Option under the Agreement, Please signifY Envirofil's acceptance of the extension of the Option Agreement on these terms by signing below and returning this letter to my attention, ~o\k Kathleen L. MCCIUSkey~ Administrative Services * Equal Opportunity Employer * . -e. o . 2 - Ms. Leslje C. Nellermoe Page Two March 24, 1998 so\- Accepted on behalf ofthe City ofBremerton this .s \ - day of March, 1998. ~4,d Lynn S, Horton, Mayor Glenna Malanca, City Attorney Accepted on behalf of Envirofil this day of March, 1998, By: cc: Robert Berres, Envirofil IAN R. SIEVERS, City Attorney 239 4th Street. Bremerton, WA 98337' (360) 478-5345' FAX (360) 478-5161 December 31, 1997 Ms, Leslie C, Nellermoe Heller Ehrman White & McAuliffe Attorneys at Law 6100 Columbia Center 701 Fifth Avenue Seattle, Washington 98104-0900 Re: Extension of Real Estate Option Agreement for Envirofil Property Dear Ms, Nellermoe: e~}~1f Please find enclosed the above-mentioned 8igned document executed by the City ofBremerton to except the Option Agreement, Should you have any questions, please feel free to contact our office, Sincerely, ~~/nw~ Nina Neimoyer Office Assistant to IAN R. SIEVERS Enclosure: as cited C: ~yor Horton lIKathleen McCluskey, City Clerk * Equal Opportunity Employer * HELLER EHRMAN WHITE & McAULIFFE ATTORNEYS A PARTNERSHIP OF' PROFESSIONAL ('OIlPORA'lIONS 6100 COLllM81A Cl:NTEk 701 FIfTH AVl'NlIE SEAT1U WASHINGTON 98104-7098 l'EU:PHONE: (106) 447-0900 FACSIMILE: (206) 447-0849 1B2L/ SlAl1n PORTLANll TAC().\/A ANCHORAGI: December 22, 1997 SAN FRANCISCO Los ANGtu;s PALO ALTO LESLIE C. NELLERMOE (206) 389-6130 Inellennoe@hewm.com WASHINVTON. D_C HONG K(jNG SIN(;APOH 15166-1001 Via Facsimile Mr. Ian R. Sievers City Attorney City of Bremerton 239 4th Street Bremerton, W A 98337 Re: Extension of Real Estate Option Agreement for Envirofil Property Dear Mr. Sievers: On February 12, 1997, the City ofBremerton executed a Real Estate Option Agreement ("the Agreement") under which the City is entitled to purchase certain property in the City held by Envirofil and described in Exhibit A of the Agreement. By its terms, the Agreement expires on December 31, 1997. The parties have agreed to extend the term ofthe Agreement, described in section 2, page I of the Agreement, by three months, to March 31, 1998, leaving all other terms and conditions of the Agreement intact and unchanged. Under the Agreement, the City's Option shall remain in force until March 31, 1998, the option is exercised, or the parties agree to a second extension of its term. This letter is intended to describe and memorialize the parties' agreement to extend the City's Option under the Agreement. Please signify the City's acceptance of the extension of the Option Agreement on these terms by signing below and returning this letter to me. Yours very truly, L~rm~ Attorney for Envirofil Mr, Ian R, Sievers December 22, 1997 Page 2 HELLER EHRMAN WHITE & McAuLIFFE ATTOIl.NEYS By , ., ... ;, on bdJ1tCitY of Bremerton this)J/ day of December, 1997, .C~"L-., ~. Ian Sievers, City Attorney ~ yJ 1I-l Ly n S. Horton, Mayor cc: Robert J. Berres, Jr. Duane C. Woods 36343,01.SE (SIJ01!.DOC) 12/22/97 3 :29 PM PUBLIC WORKS AND UTILITIES 3027 01ympus Drive' Bremerlon, WA 98310-4799 . (360) 478-5318 . FAX (360) 478-5018 December 19, 1997 TO: FROM: SUBJECT: Kathleen L. McC1nskey, DASlCity Clerk Jim Spencer, Interim DirectorlParks and Recreation Ian Sievers, City Attorney 'i _rGene Sampley, Director of~~.Jrolllitfi I:r.- , Evergreen Park Remediation Project Attached is a copy of the Focused Feasibility Study and Cleanup Action Plan for the Evergreen Park. for your information and/or perusal. Iy;i Please give me a call if you have any questions, c: File Attachment * Equal Opportunity Employer * - ADMINISTRATIVE SERVICES . KATHLEEN McCLUSKEY, DIRECfOR Cal.....y 10 the Olympics tmI Hom. of the Pwg<l Sound N.... Shipyrml February 13, 1997 Bob Berras Brem-Air Disposal Inc. P. O. Box 990 Bremerton, Washington 98337 RE: Real Estate Option Agreement Dear Mr. Berras: Enclosed, at last, is a copy of the Real Estate Option Agreement, signed by the City. The original has been sent to the County Auditor for recording and will be held in our files when returned. I apologize for the delay. Sincerely, ~"y "-~ -. ~~~ Kat~ L. McCluskey, Director I Administrative Services KLM:ch enclosure cc: Gene Sampley Ian Sievers 239 4TH STREET . BREl.IERTON. WA 98337 . (360) 478-5290 . FAX (360) 478-5200 A" (quill Oppo,"",ily f.mp~' TRANSMISSION VERIFICATION REPORT TIME 03/31/1998 11:42 NAME ADMIN SERVICES FAX 3604785200 TEL 3604785290 DATE,TIME FAX NO./NAME DURATION PAGE(S) RESUlT MODE 03/31 11: 41 912064470849 00:00:58 03 OK STANDARD ECM Ms, Leslie C, Nellennoe Attorney At Law Heller Ehrman White & McAuliffe 6100 Columbia Center 701 Fifth Ave" Seattle, Wa, 98104 7098 RE: Extension of Real Estate Option Agreement for Envirofil Property Dear Ms, Nellennoe: On February 12, 1997, the City ofBremerton executed a Real Estate Option Agreement ("the Agreement") under which the City is entitled to purchase certain property in the city held by Envirofil and described in Exhibit A of the Agreement. By its tenns, the Agreement would have expired on December 31, 1997, On December 24th the City signed a letter of agreement extending the option to March 31, 1998, The City ofBremerton wishes to extend the tenn of the Agreement, described in section 2, page 1 of the Agreement by an additional four months to July 31,1998, leaving all other tenns and conditions of the Agreement intact and unchanged, Under the Agreement, the City's Option shall remain in force until July 31,1998, the option is exercised, or the parties agree to an additional extension of its term, This letter is intended to describe and memorialize the parties' agreement to extend the City's Option under the Agreement. Please signify Envirofil's acceptance of the extension of the Option Agreement on these tenns by signing below and returning this letter to my attention, Sincerely, Kathleen McCluskey Administrative Services Director Accepted on behalf of the City ofBremerton this _ day of March, 1998, Mayor Horton Glenna, Malanca, City Attorney Accepted on behalf of Envirofil this _ day of March, 1998, By