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Home My WebLink About7th & Hendricks/OlyCAP - Real Property Purchase and Sale - 091321 141.4 Purchase and Sale Agreement Jefferson County to OlyCAP Page 1 of 17 REAL PROPERTY PURCHASE AND SALE AGREEMENT This REAL PROPERTY PURCHASE AND SALE AGREEMENT("Agreement") is entered into and effective as of the date of the final signature below,which shall be deemed the date of"mutual acceptance", between Jefferson County, a Washington municipal corporation (the "County") and 7th Hendricks GP LLC, a Washington limited liability company(UBI Number 604 565 864, "7th Hendricks"), which is wholly owned by Olympic Community Action Programs, a Washington r, non-profit corporation (UBI Number 600 443 619, "OIyCAP"). OlyCAP has assigned its interest in an April 5, 2021 Option to Enter into Purchase and Sale Agreement with the County(Option), to 7th and Hendricks, as permitted by Section 7 of the Option. 7th Hendricks agrees to buy the property identified in Section 1 below (the "Property") and the County agrees to sell the Property on the following terms and conditions: 1. PROPERTY. Common Address None. Tax Parcel Number 948-323-702 Legal Description Lots 1, 2, 7 and 8, in Block 237, of the Supplemental Plat of the Eisenbeis Addition to the City of Port Townsend,as per plat recorded in Volume 2 of Plats, page 24, records of Jefferson County, Washington; TOGETHER WITH the West half of vacated Grant Street adjoining, pursuant to Ordinance#1764. EXCEPT that portion,if any, lying Southerly of the North 100 feet of said Block 237. Situate in the Count of Jefferson, State of Washington. Included Items None. (no contribution to value) 2. BUYER. The Buyer shall be 7th Hendricks or its permitted successor or assign. 3. SELLER. The Seller shall be the County. 4. PURCHASE PRICE. The total purchase price for the Property shall be THIRTY-SIX THOUSAND TWO HUNDRED DOLLARS ($36,200.00), U.S. funds (the "Purchase Price"). 5. CLOSING DATE; CLOSING AGENT. Closing shall occur on within 30 days after the parties fully execute this Agreement (the "Closing Date"). "Closing" or "Close" shall mean the date on which all documents required by this Agreement are recorded, and the sales proceeds are available for disbursement. Closing shall occur at First American Title Company, 2424 S. Park Ave., Port Townsend, WA 98368, (360) 385-1322 ("First American Title"), Purchase and Sale Agreement Jefferson County to OlyCAP Page 2 of 16 which shall act as"Closing Agent",unless the parties agree in writing otherwise. 7th Hendricks and the County shall deposit with the Closing Agent all instruments, monies, and other documents reasonably required to complete the closing of the transaction in accordance with the terms of this Agreement. 6. POSSESSION AND OCCUPANCY. 7th Hendricks shall be entitled to possession and occupancy of the Property on the Closing Date. 7. ESCROW/CLOSING COSTS. 7th Hendricks shall pay all closing costs. 8. CONVEYANCE OF TITLE.At Closing,the County shall convey to 7th Hendricks fee simple title to the Property by duly executed and acknowledged statutory warranty deed,free and clear of all defects and encumbrances, except any defects or encumbrances explicitly approved by 7th Hendricks. 9. THE PROJECT; 50-YEAR COMMITMENT TO AFFORDABLE HOUSING. a. Project Defined. "Project"means construction and operation of a two to four-story multi- use building with a variety of sizes of residential apartment units, in which the residential apartment units must be offered for rent to low income households at 60%of area median income or less. Although 7th Hendricks currently intends to include an early learning center in the building,that use is not a required element of the Project and the County's agreement to this sale is not contingent upon the Property being used for that particular purpose. b. Minimum Length of the Project. "Minimum Length"of the Project shall be 50 years. c. Limitation on Use of the Property. 7th Hendricks shall not use the Property for any other purposes, except for the Project. d. County's Interest in Affordable Housing. The County's willingness to convey the Property to 7th Hendricks under these terms is based solely on 7th Hendricks' intent to develop the Project and 7th Hendricks' demonstration of the financial viability of the Project. 10. CONTINGENCIES; DUE DILIGENCE; EXTENSION OF CLOSING DATE. Closing is contingent upon the following events and approvals. 7th Hendricks agrees to proceed in good faith and with all deliberate speed to perform required due diligence to meet the contingencies. If any of the contingencies are not met, upon notice from 7th Hendricks to the County, this Agreement shall terminate,and the Parties shall be released from any further obligations under this Agreement. The Closing Date shall be extended as mutually agreeable to accommodate 7th Hendricks' ability to satisfy these contingencies. a. McCarron Contingency.The Parties acknowledge that in order for the County to convey the Property to 7th Hendricks via Statutory Warranty Deed, James and Noreen McCarron (the McCarrons)must agree to convey a Partial Fulfillment Deed under the existing Real Estate Contract between the County and the McCarrons dated March 15, 2002 (recorded at Auditor's File Number 462554). Closing shall be contingent upon the McCarrons' A Purchase and Sale Agreement Jefferson County to OlyCAP Page 3 of 16 willingness to do so. 7th Hendricks shall have sole responsibility for obtaining such approval from the McCarrons. b. Authorized Sale Contingency. The County must be authorized by law to sell the Property to 7'Hendricks for the Project at the Purchase Price. The County and 7'Hendricks shall cooperate to fulfill all legal requirements for a sale of the Property to 7" Hendricks for the Project at the Purchase Price, including but not limited to compliance with RCW 39.33.015 and any other applicable provision of law. c. Financing Contingency. Closing shall be contingent upon 7th Hendricks securing grants and loans in the amount sufficient for the development of the Project. 7th Hendricks shall have sole discretion in determining whether it has obtained sufficient funding. d. Intended Use Contingency. i. Closing shall be contingent upon 7th Hendricks providing to the County financing agreements that bind 7th Hendricks and its lenders for the Project and the requirement to provide residential apartment units for rent to low income households at 60% of area median income or less for the Minimum Length. 7th Hendricks shall grant the County a covenant restricting the use of the Property to such affordable housing for not less than the Minimum Length (the "Deed Restriction Covenant Agreement"). ii. The financing agreements shall require a housing covenant agreement that secure this requirement that must be recorded and run with the land. iii. The financing agreements shall comply with all applicable statutes, regulations for financing that apply to agreements with the Washington State Department of Commerce. iv. Area median income means median income in Jefferson County, Washington, adjusted for family size, as estimated from time to time by the United States Department of Housing and Urban Development(HUD). If HUD ceases to provide such estimates of median income,then median income shall mean such comparable figure for Jefferson County. Washington published or reported by a federal, state, or local agency as the County shall select. v. The County shall be a third-party beneficiary of the housing covenant agreements. e. Economic Viability Contingency. i. No later than 60 days before Closing, 7th Hendricks shall provide to the County an Economic Viability Analysis that demonstrates to the County's satisfaction that the Purchase and Sale Agreement Jefferson County to OlyCAP Page 4 of 16 Project is financially viable for the Minimum Period. At Closing,the County shall provide the Closing Agent a written statement that it accepts the Economic Viability Analysis provided by 7th Hendricks. ii. An "Economic Viability Analysis" is an analysis of the Project, prepared by a qualified professional economist or financial analyst experienced with affordable housing, which addresses the economic viability of the Project using generally accepted accounting principles(GAAP)and includes: 1. The Development Costs of the Project, including: a. All direct costs, including any Lease costs, site preparation and demolition; residential construction costs; and, parking costs; b. All indirect costs, including any city permits and fees; architecture, engineering, and other types of consulting services;taxes, insurance, legal, and accounting services; affordable housing requirement incentives; miscellaneous/other services; and, sales and marketing; and, c. Financing costs and whether the necessary financial resources are available for 7th Hendricks to undertake the Project; and, 2. Appropriate assurance by lending institutions or other financial entities that 7th Hendricks has or can reasonably obtain adequate financial support for the Project. iii. A projected cash flow statement analysis for the Project, including estimates of the annual net operating income (NOI) of the apartment prototype, which is the difference between total project income (annual rents) and project expenses, including operating costs,rent restrictions, and vacancies. f. Inspection Contingency. Closing shall be contingent upon 7th Hendricks' subjective satisfaction the Property is appropriate for the Project. 7th Hendricks will bear all costs to evaluate the Property, including but not limited to all studies and investigations, designs, and consultations with relevant permitting jurisdictions. Buyer and its employees and agents shall have the right from the date of this Agreement through Closing Date(or earlier termination of this Agreement)to enter upon the Property or any part thereof at reasonable times and from time to time upon providing two business days advance notice to the County and receiving the County's approval, which shall not be unreasonably, withheld, conditioned or delayed, for the purpose,at Buyer's cost and expense,of making all soil and other tests or studies under the provisions of this Agreement. If the County does not Purchase and Sale Agreement Jefferson County to OlyCAP Page 5 of 16 respond to the Buyer within the two-business-day period stated above,the County shall be deemed to have approved Buyer's entry upon the Property;provided,however,Buyer shall indemnify and hold harmless Seller from and against any mechanic's or other liens or claims that may be filed or asserted against the Property or Seller by any actions taken by Buyer in connection with the Property. g. Neighboring Property Owner Approval Contingency. The parties are aware of an agreement dated December 21, 1983, recorded against the Property at Auditor's File Number 287289, between predecessors of the County, predecessors of the McCarrons, predecessors of Castle Hill Associates, LLC (CHA), and predecessors of Quality Food Centers, Inc. (QFC)that runs with the land which creates an easement and right of way in which the County, the McCarrons, CHA and QFC must give permission for changes to parking access and ingress and egress. Closing shall be contingent upon 7th Hendricks receiving written permission from the neighboring property owners waiving/terminating the easement/restrictions as applied to the Property. However, this contingency shall not apply if 7th Hendricks demonstrates to the County's satisfaction that the Project can be constructed without violating the easement/restrictions. h. Title Search Contingency. At Closing, 7th Hendricks shall be satisfied with the condition of title for the Property. 7th Hendricks shall provide the County with a copy of the title commitment prepared by a title company. i. Commissioner Approval Contingency. This Agreement is contingent upon written approval by the Jefferson County Board of Commissioners. j. Jefferson Healthcare Interlocal Agreement Contingency. The parties acknowledge that the Property is currently subject to an Interlocal Agreement between the County and Jefferson County Public Hospital District No. 2 ("Jefferson Healthcare") under which Jefferson Healthcare is granted a 5-year license to use the Property for employee parking. The Interlocal Agreement provides for early termination upon 30-days' notice and upon reimbursement by the County for contributions made by Jefferson Healthcare towards the paving of the Property(pro-rated based on length of time between paving and termination vs. initial 5-year license term). This Purchase and Sale Agreement is contingent upon the County exercising its right to terminate the license with Jefferson Healthcare and the County making any early termination payment to Jefferson Healthcare. 11. ESCROW AND CLOSING. a. This Agreement constitutes not only the agreement of purchase and sale between 7th Hendricks and the County,but also instructions to the Closing Agent for the consummation of the purchase and sale through the escrow. The Closing Agent shall not prepare any Purchase and Sale Agreement Jefferson County to OlyCAP Page 6 of 16 further escrow instructions restating or amending this Agreement unless specifically so instructed by the parties. Subject to the reasonable approval of the parties, the Closing Agent may include its standard general escrow provisions. b. As soon as practical after the receipt of this Agreement, the Closing Agent shall ascertain the effective date of the agreement and advise the parties in writing,on the date ascertained. c. The Closing Agent is authorized and instructed to conduct the escrow in accordance with this Agreement, applicable law and custom and practice of the community in which the Closing Agent is located, including any reporting requirements of the Internal Revenue Code. d. Subject to satisfaction of the contingencies described in this Agreement,the Closing Agent shall close the escrow by recording a statutory warranty deed, the Deed Restriction Covenant Agreement, and the other documents required to be recorded, and by disbursing any funds and documents in accordance with this Agreement. e. 7th Hendricks shall pay all of the Closing Agent's charges and 7th Hendricks shall pay the usual recording fees and any required documentary transfer taxes. 7th Hendricks shall pay the premium for a standard coverage owner's or joint protection policy of title insurance. f. The Closing Agent shall verify that all of the contingencies described in this Agreement have been satisfied or waived prior to Closing. g. If this transaction is terminated for non-satisfaction and non-waiver of a contingency,then neither of the parties shall thereafter have any liability to the other under this Agreement, except to the extent of a breach of any affirmative covenant or warranty in this Agreement. In the event of such termination, the Closing Agent promptly shall refund all funds deposited by 7th Hendricks with the Closing Agent, less only the Closing Agent cancellation fees and costs, all of which shall be 7th Hendricks' obligation. If this transaction is terminated as a result of the County's breach of this Agreement then 7th Hendricks shall be promptly refunded all funds deposited by 7th Hendricks with the Closing Agent and the cancellation fees and costs. h. The Closing shall occur on the Closing date or as soon thereafter as the escrow is in condition for Closing;provided,however,that if the Closing does not occur by the Closing date and said date is not extended by mutual instructions of the parties, a party not then in default under this Agreement may notify the other party and the Closing Agent, in writing, that unless the Closing occurs within 5 business days following said notice, the escrow shall be deemed terminated without further notice or instructions. Purchase and Sale Agreement Jefferson County to OlyCAP Page 7 of 16 i. Except as otherwise provided herein,the termination of escrow shall not relieve or release either 7th Hendricks from its obligation to pay the Closing Agent's fees and costs or constitute a waiver, release or discharge of any breach or default that has occurred in the performance of the obligations, agreements, covenants or warranties. 12.POSSESSION. Possession of the Property shall be given to 7th Hendricks at Closing. 13. SALE IS "AS IS." 7th Hendricks acknowledges and agrees that the Property is sold and conveyed to, and accepted by, 7th Hendricks in an "as is" condition with all faults. 7th Hendricks acknowledges that the reduced purchase price of the Property is due, in part, to 7th Hendricks' willingness to take title to the Property in an"as is"condition. 14.7TH HENDRICKS' INVESTIGATION. a. 7th Hendricks has investigated and has knowledge of operative or proposed governmental laws and regulations (including, but not limited to, zoning, environmental, and land use laws and regulations)to which the Property is or may be subject and accepts the Property solely upon the basis of its review and determination of the applicability and effect of such laws and regulations. b. 7th Hendricks hereby acknowledges that, except as otherwise stated in this Agreement, 7th Hendricks is purchasing the Property in its existing condition and has made all inspections of the Property 7th Hendricks believes are necessary to protect its own interest in, and its contemplated use of,the Property. c. The parties acknowledge that, except as otherwise stated in this Agreement, no representations, inducements, promises, agreements, assurances, oral or written, concerning the Property, or any aspect of the occupational safety and health laws, Environmental Law,or any other act,ordinance or law,have been made by either party,or relied upon by either party. "Environmental Law"means any law or regulation relating to health, pollution, or protection of the environment. d. 7th Hendricks acknowledges that it is entering into this Agreement based on 7th Hendricks' own investigation of the physical and environmental conditions of the Property, including subsurface conditions. 7th Hendricks has conducted a Phase I Environmental Assessment for the Property, a true and correct copy of which is attached as Exhibit 1. e. 7th Hendricks assumes the risk that adverse physical and environmental conditions may not have been revealed by 7th Hendricks' own investigation. Purchase and Sale Agreement Jefferson County to OlyCAP Page 8 of 16 15.NO REPRESENTATION BY THE COUNTY RELATING TO THE CONDITION, VALUE,FITNESS,OR ZONING OF THE PROPERTY. 7th Hendricks acknowledges that the County, its agents and employees, and other persons acting on behalf of the County, have made no representation or warranty of any kind in connection with any matter relating to the condition,value,fitness,or zoning of the Property upon which 7"Hendricks has relied directly or indirectly for any purpose. 16.REPRESENTATIONS BY THE COUNTY RELATING TO THE PRIOR USE OF THE PROPERTY. The County makes no representation about the use of the Property prior to the County's ownership, including whether and Hazardous Substances were ever generated or released at the Property. "Hazardous Substances" means pollutants, contaminants, toxic or hazardous wastes,or any other substances,the removal of which is required or the use of which is restricted,prohibited,or penalized by any Environmental Law.The County's representations about the use of the Property during the County's ownership are contained in the disclosure previously provided to 7"Hendricks,which disclosure is attached as Exhibit 2 and made a part of this Agreement. 17. 7TH HENDRICKS' WAIVER OF CLAIMS. 7th Hendricks waives, releases, remises, acquits, and forever discharges the County, the County's predecessors in title, successors, employees,agents,or any other person acting on behalf of the County,of and from any claims, actions, causes of action, demands, rights, damages, costs, expenses or compensation whatsoever,direct or indirect,known or unknown,foreseen or unforeseen,which 7th Hendricks now has or which may arise in the future on the account of or in any way growing out of or connected with the physical or environmental condition of the Property at the time of the execution of this Agreement and to the extent the same are not known to the County. 18.FURTHER DOCUMENTS AND ASSURANCES. The parties shall each, diligently and in good faith, undertake all actions and procedures reasonably required to place the escrow in condition for Closing as and when required by this Agreement.The parties agree to provide all further information, and to execute and deliver all further documents, reasonably required by the Closing Agent. 19. 7TH HENDRICKS' INDEMNITY. a. 7' Hendricks agrees to defend, hold harmless and indemnify the County and its officers, officials, employees, agents and volunteers against all loss and damage and any and all claims and actions arising out of ownership of or operations at the Property after the Closing, including, without limitation, costs, demands, expenses, fines, judgments, lawsuits, liabilities, settlements, and other amounts actually and reasonably incurred in connection with any liability, suit, action, loss, or damage. Purchase and Sale Agreement Jefferson County to OlyCAP Page 9 of 16 b. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115,then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of 7th Hendricks and the County, its officers, officials, employees, agents and volunteers, 7th Hendricks' liability, including the duty and cost to defend, hereunder shall be only to the extent of 7th Hendricks' negligence. c. The indemnification provided in this Agreement constitutes 7th Hendricks' waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. The parties have mutually negotiated this waiver. d. The provisions of indemnity in this section shall survive the Closing. 20.DAMAGE TO COUNTY PROPERTY DURING CONSTRUCTION OF THE PROJECT. 7th Hendricks shall be responsible for the repair of any and all damage caused during the construction of the Project to other property owned by the County. For the avoidance of doubt, property owned by the County includes parking lots and their asphalt coatings. 21.HAZARDOUS SUBSTANCES. If at any time after the Closing,the Property is found to be contaminated by any Hazardous Substance, 7th Hendricks shall defend, indemnify, and hold harmless the County and its officers, officials, employees, agents and volunteers for any investigation or the remediation of such contamination to the satisfaction of a lead regulatory agency and shall defend, indemnify, and hold harmless the County for any and all claims and actions made related to the presence of any Hazardous Substance at the Property. The provisions of indemnity in this section shall survive the Closing. 22.RELEASE OF COUNTY FROM RESTRICTIONS IN THE DECEMBER 21, 1983 AGREEMENT; COUNTY GRANT OF INGRESS/EGRESS EASEMENT. After it obtains title to the Property, 7th Hendricks shall release the County from 7th Hendricks' rights to enforce against the County the December 21, 1983 agreement described in the Neighboring Property Owner Contingency,above. At Closing, 7th Hendricks shall provide the County with a written waiver of any restrictions in the December 21, 1983 agreement that apply to other property owned by the County that runs with the land. 7th Hendricks agrees that this waiver may be recorded by the County at no expense to 7th Hendricks. 7th Hendricks agrees there is no adequate remedy at law for breach of this section and that this section may be enforced by specific performance. In consideration of 7th Hendricks' waiver of the 1983 Agreement, the County shall,at Closing, grant 7th Hendricks an ingress/egress easement across County parcels 948-323-801 and 948-323-701 for the purpose of providing access from 7th Street and Sheridan Purchase and Sale Agreement Jefferson County to OlyCAP Page 10 of 16 Street to the eastern portion of the Property,which portion will be dedicated for shared parking between the 7th Hendricks and County properties. 23. SALE OF THE PROPERTY PRIOR TO THE END OF THE MINIMUM LENGTH FOR THE PROJECT. a. If prior to the Minimum Length,the Property is condemned or destroyed such that it cannot be rebuilt or repaired for its intended purpose, sold except in connection with a transfer of the Project to 7th Hendricks or an affiliate of 7th Hendricks or to another nonprofit organization or public agency which commits to maintaining the property in its intended purpose for the remainder of the Minimum Length, becomes subject to eminent domain such that it cannot be used for its intended purpose, or its use changes to something other than the Project, 7th Hendricks shall pay the County: i. The 2019 FMV; ii. Less the Purchase Price; iii. Plus,the County's portion of the County's Shared Appreciation. b. The County's Shared Appreciation (CSA) shall be determined by the following formula: CSA=(NP-TDC)x 2019 FMV/TDC,where: i. 2019 FMV means the fair market value of the Property at the time of the execution of this Agreement. The parties acknowledge and agree that the 2019 FMV is THREE HUNDRED SIXTY-TWO THOUSAND TWO HUNDRED EIGHTY DOLLARS ($362,280) based on the assessed value of the Property as determined by the Jefferson County Assessor as of the date of this Agreement. ii. NP means: (A) The sales price or fair market value, as determined by an appraisal satisfactory to the County; (B) Plus, any insurance proceeds, condemnation proceeds or eminent domain proceeds due or payable to 7th Hendricks or its successor; (C) Less, any outstanding balance, including unpaid interest, on loans secured by liens recorded against the Property; and, (D) Less any reasonable and necessary costs of sale (if the Property is sold), including appraisal, real estate commissions, real property excise tax, escrow fees, recording fees, title and insurance premiums. iii. TDC means the total development costs of the Project, including acquisition costs, including: (A) The purchase price of the Property; (B) The costs of surveys and inspections; (C) Appraisal, title insurance, escrow fees, recording fees any Purchase and Sale Agreement Jefferson County to OlyCAP Page 11 of 16 reasonable and necessary attorney's fees; and, the cost of construction, including: (D)hard and soft construction costs;(E)Hazardous Substance remediation required by a governmental agency; (F) Architectural and engineering fees; and, (G) Construction management fees and project management/development fees. c. 7th Hendricks' payment to the County shall be due and payable to the County 30 days after the County's demand for payment made to 7th Hendricks or its successors. d. The County agrees to allow its right to payment under this Section to be subordinated to the liens and interests of Project lenders, as needed to facilitate financing of the Project. The County shall execute any subordination agreements as requested by 7th Hendricks or the Project financing parties to document such subordination. 24.ASSIGNMENT. Provided the assignment requires compliance with all the terms and conditions of this Agreement, this Agreement shall be assignable by 7th Hendricks to another entity(including,but not limited to,an LLC or LLLP)which is controlled by OlyCAP,without additional approval by the County. 25. EXCLUSIVITY. The County shall not initiate or carry on negotiations for the sale or lease of the Property with any other person prior to Closing. 26.USE OF PROPERTY DURING DUE DILIGENCE PERIOD. 7th Hendricks understands that the County is currently providing parking the Property to Jefferson Healthcare under and interlocal agreement. To the extent 7th Hendricks requires occasional and limited use of the Property to fulfill its due diligence needs, the County agrees to cooperate with obtaining authorization from Jefferson Healthcare to make the Property available for such needs. Purchase and Sale Agreement Jefferson County to OlyCAP Page 12 of 16 27. GENERAL PROVISIONS. a. Notice. Unless otherwise specified in this Agreement, any notice required or given under the terms of this Agreement must be written. Receipt of any notice shall be defined as the earlier of three(3)business days following the postmark date;or the date the party actually receives the notice. Notice to 7th Hendricks shall be sent With a copy to: to: Colette Kostelec Name: Cherish Cronmiller Kostelec Law Office Governor Address: PO Box 866 Address: 823 Commerce Loop Port Townsend, WA 98368 Port Townend, WA 98368 Tel.: 360-379-6453 Tel: (360) 385-2571 Email: colette@kostelec-law.com Email: ccronmiller@olycap.org Brad Britzmann BJB Law Group 809 W.Riordan Rd., Ste 100 Flagstaff, Arizona 86001 Phone: (314)401-7030 Fax: (928)752-0400 brad@bjblawgroup.com Notice to the County shall be sent to: With a copy to: Director, Central Services County Administrator Address: P.O. Box 1220 Address: P.O. Box 1220 Tel: (360) 385-9135 Tel: (360) 385-9383 And to: Chief Civil Deputy Prosecuting Attorney Address: P.O. Box 1220 Tel: (360) 385-9219 Purchase and Sale Agreement Jefferson County to OlyCAP Page 13 of 16 b. Controlling Law. This Agreement hall be governed by and construed in accordance with the laws of the United States, the State of Washington, and the County of Jefferson, as if applied to transactions entered into and to be performed wholly within Jefferson County, Washington between Jefferson County residents. No party shall argue or assert that any state law other than Washington law applies to the governance or construction of this Agreement. c. Jurisdiction and Venue. Should either party bring any legal action under this Agreement, each party in such action shall bear the cost of its own attorney's fees and court costs. The venue for any legal action shall be solely in the appropriate state court in Jefferson County, Washington, subject to the venue provisions for actions against counties in RCW 36.01.050. d. Integration Clause. This Purchase and Sale Agreement memorializes the entire agreement of the parties and contains all its parts,that no party made any representation or promise that is not contained in this Agreement and this Agreement is not based on any inducement,promise or representation,expressed or implied,which is not contained in this Agreement, and this Agreement supersedes all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral,within the scope of this Agreement. e. Time is of the Essence. Time is of the essence as to all terms and conditions of this Agreement. f. Voluntary Sale. 7th Hendricks may utilize federal funds with respect to the acquisition, rehabilitation and/or development of the Property. Because federal funds may be so used, 7th Hendricks discloses to the County as follows: i. This sale is voluntary. If the County does not wish to sell, 7th Hendricks does not have the power to acquire the property by condemnation or eminent domain. ii. 7th Hendricks estimates the fair market value of the Property to be greater than the purchase price. (SIGNATURES ARE ON THE FOLLOWING PAGE) Purchase and Sale Agreement Jefferson County to OlyCAP Page 14 of 16 IN WITNESS WHEREOF,the undersigned has executed this instrument as of the day and year first above written. -7TH HENDRICKS GP LLC SIGNATURE PAGE AND NOTARY PAGE- Olympic Community Action Programs, a Washington public benefit corporation, its Manager By: X 001111 Name: Cherish Cronmiller \�� ,• o Sono� O,Q� C�` 1 2 2 Its: Executive Director a 4)\AoBAR `" • STATE OF WASHINGTON ) ',91•'se Numbed•'��` ss ,/'/iF 0 A' ''�� County of Jefferson ) On this day of(S.eirtUvileti, 2021, before me, a Notary Public in and for said State, personally appeared Cherish Cronmiller, known to me to be the person whose name is subscribed to the within instrument and acknowledged that s/he executed the same for the purposes therein contained. �inxa ublic for Washington Residing at -Po)11-1—ent v► WA Commission Expires Olo 0 (I 272 Purchase and Sale Agreement Jefferson County to OlyCAP Page 15 of 16 IN WITNESS WHEREOF, the undersigned has executed this instrument as of the day and year first above written. -COUNTY SIGNATURE PAGE AND NOTARY PAGE- JEFFERSON COUNTY WASHINGTON As delegated by the Jefferson County Board of County Commissioners on August 23, 2021 By: .i�'`G 4 '& Mark McCaul Interim County Administr STATE OF WASHINGTON ) ) ss County of Jefferson ) On this /3 day of&ell i19er, 2021, before me, a Notary Public in and for said State,personally appeared Mark McCauley, known to me to be the person whose name is subscribed to the within instrument and acknowledged that s/he executed the same for the purposes therein contained. N GA1.4 OS .1- , G Gv� �� o ' - 100,; Notary Public for Washingte v• s r- • " z Residing at J P f lPiso—i C6&vt iOuto. _ Commission Expires 3/2q/Z Z //� Nj• �''4,, 3.29 try; C9 - 1I/IrlFOFWNS%(\ Approved as to kbtmq ‘` 9 /JL9 tt Philip C. Hunsucker Chief Civil Deputy Prosecuting Attorney Purchase and Sale Agreement Jefferson County to OlyCAP Exhibit 1 EXHIBIT 1 Phase I Environmental Site Assessment EXHIBIT 1 - ENVIRONMENTAL ASSESSMENT .4atte&lh sommimemmilm STRATUM GROUP PO Box 2546,Bellingham,Washington 98227 Phone:(360)714-9409 September 14, 2020 Dale Wilson, Executive Director OlyCAP 823 Commerce Loop Port Townsend, WA 98368 Re: Report Environmental Site Assessment: Phase I Jefferson County Parcel 948323702 Port Townsend, WA 98368 Dear Mr. Wilson: Stratum Group is pleased to present the results of our Phase I Environmental Site Assessment for the above referenced property in Port Townsend, Washington. This Phase I Assessment was conducted in conformance with the Federal Standards and Practices for All Appropriate Inquiries (40 CFR Part 312) and in general conformance with the methodology of ASTM Standard Practice E 1527-13. Based on our site visit, historical research, and evaluation of potential off-site risks, it is reasonable and prudent to believe that the risk of contamination at the site is so minimal that no further investigation is warranted. Should you have any questions concerning this Environmental Site Assessment,please do not hesitate to contact us at(360)714-9409. Sincerely yours, Stratum Group f G� Dan McShane, L.E.G., M.Sc. Geoff Malick, G.I.T. M.Sc. Licensed Engineering Geologist Geologist-in-Training orWas), —^ _41 9 or 1376 nsed GO" DANIEL McSHANE REPORT ENVIRONMENTAL SITE ASSESSMENT PHASE I HENDRICKS STREET AND 7TH STREET JEFFERSON COUNTY PARCEL 948323702 PORT TOWNSEND, WASHINGTON 98368 For: OlyCAP 823 Commerce Loop Port Townsend, WA 98368 By: N mommummomm STRATUM GROUP PO Box 2546 Bellingham, WA 98227 (360) 714-9409 September 14, 2020 TABLE OF CONTENTS SECTION 1. EXECUTIVE SUMMARY 1# SECTION 2. INTRODUCTION 1# 2.1 METHODOLOGY AND PURPOSE 1# 2.2 PROFESSIONAL QUALIFICATIONS 2# 2.3 DATA GAPS AND LIMITING CONDITIONS 3# SECTION 3. SITE LOCATION AND PHYSICAL CHARACTERISTICS 3# 3.1 LOCATION 3# 3.2 SITE SETTING 3# 3.2.1 Geologic Summary 3# 3.2.2 Hydrologic Summary 4# SECTION 4. SITE RECONNAISSANCE 4# 4.1 BUILDING CONDITIONS 4# 4.2 SURFACE CONDITIONS 4# 4.3 ADJOINING PROPERTIES 5# SECTION 5. SITE DOCUMENTATION AND INTERVIEWS 6# 5.1 SITE DOCUMENTS 6# 5.2 INTERVIEWS 6# SECTION 6. PAST USE OF SITE AND ADJOINING PROPERTIES 6# 6.1 SUMMARY OF PAST SITE USE 6# 6.2 SUMMARY OF PAST SITE USE OF ADJOINING PROPERTIES 6# SECTION 7.POTENTIAL CONTAMINANT SOURCES 7# 7.1 STANDARD ASTM ENVIRONMENTAL RECORD SOURCES 7# 7.2 EVALUATION OF POTENTIAL CONTAMINATION SOURCES 7# 7.2.1 Potential Off-Site Source Information 7# 7.2.2 Potential On-Site Sources 8# SECTION 8. CONCLUSIONS 9# APPENDICES APPENDIX I Figure 1 - Site Vicinity Map Figure 2—Aerial Photograph of Site and Vicinity Figures 3 through 7— Site Photographs APPENDIX II Aerial Photographs APPENDIX III Historical Use and Public Records Search References Stratum Group Indemnity APPENDIX IV Environmental Records September 14,2020 Jefferson County Parcel 948323702 Report-Environmental Site Assessment:Phase I SECTION 1. EXECUTIVE SUMMARY Stratum Group conducted a Phase I Environmental Site Assessment for the property at 7th Street and Hendricks(Jefferson County Parcel 948323702)in Port Townsend, Washington.The environmental assessment process included a site visit,a historical investigation,review of environmental databases, and interviews to determine the risk of contamination to the soil, groundwater,and/or vapor intrusion at the site. The subject property occupies a single tax parcel that covers approximately 0.54 acres.The site is currently a paved parking lot for an adjacent Jefferson County office building.No recognized environmental conditions are suspected in connection with the current uses of the property. The site was an undeveloped grass or hay field from at least 1951 until the site was graded to its current level condition by 1990. The eastern 25 percent of the property had been paved for use as a parking lot following excavation and grading of the property.The western 75 percent of the property remained a maintained(mowed)grass field until May or June of 2015.The entire property has functioned as a parking from June 2015 until present.No recognized environmental conditions are suspected in connection with the historical use of the site. None of the potential off-site contamination sources identified through our review of contaminated sites within the ASTM search radius pose a significant risk of contamination to the subject property. Based upon our site visit,historical review, and evaluation of potential off-site contamination sources, it is our opinion that it is reasonable and prudent to believe that the environmental risk at the site is minimal and therefore no further investigation is warranted. SECTION 2. INTRODUCTION 2.1 Methodology and Purpose The purpose of this Phase I Environmental Site Assessment is to identify,to the extent feasible pursuant to the processes prescribed within the Federal Standards and Practices for All Appropriate Inquiries(40 CFR Part 312)and ASTM Standard Practice E 1527-13,recognized environmental conditions in connection with the subject properties.A recognized environmental condition is defined as the presence or likely presence of any hazardous substances or petroleum products in, on, or at a property: (1) due to any release to the environment; (2)under conditions indicative of a release to the environment; or(3)under conditions that pose a material threat of a future release to the environment. De minimis conditions are not recognized environmental conditions. A de minimis condition is defined as a condition that generally does not pose a threat to human health or the environment and that generally would not be the subject or an enforcement action if brought to the attention of appropriate government agencies. Stratum Group 1 7.12.19B September 14,2020 Jefferson County Parcel 948323702 Report-Environmental Site Assessment:Phase I This report will also address controlled recognized environmental conditions(a past release of hazardous substances or petroleum that remains in place with required controls), historical recognized environmental conditions(a past release that has been cleaned up to meet unrestricted land use criteria), if identified in association with the site. A phase I report that conducts all appropriate inquiries into the previous ownership and uses of the property consistent with good commercial and customary practices permits the user of the report to satisfy one of the requirements to qualify for landowner liability protections including innocent landowner, contiguous property owner, or bona fide prospective purchaser limitations on liability within the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) laws. Environmental issues or conditions at a property may be present that are beyond the scope of a typical phase I environmental site assessment, but which could under some conditions lead to contamination or future financial burden and may warrant further research or investigation beyond the phase I report.An example of non-scope considerations include: business related environmental risk, asbestos-containing building materials, biological agents, cultural and historical resources, ecological resources, endangered species,health and safety, indoor air quality unrelated to releases of hazardous substances or petroleum products into the environment, industrial hygiene, lead-based paint, lead in drinking water, mold, radon, regulatory compliance, and wetlands.Non-scope considerations are generally not addressed in this phase I report; however, our findings will be identified if significant conditions are discovered during the conduct of our evaluation. The scope of our services included: • Inspection of the property for indication of hazardous substances,petroleum products, stained soil, stressed vegetation, dumping, or careless manufacturing or industrial practices. • Document the storage and waste management practices and the condition of the materials, if present. • Review of Federal, State, and local records as to locations of nearby hazardous waste sites, leaking underground storage tanks, and landfills • Review of aerial photographs, assessor's notes and other available public records to determine past usage of the property and surrounding areas • Review of the physical setting, geology, and hydrogeology of the site • Preparation of this report describing the conditions encountered and recommendations for further study, if necessary. 2.2 Professional Qualifications We declare that,to the best of our professional knowledge and belief,we meet the definition of Environmental Professional as defined in §312.10 of this part[Federal All Appropriate Inquiries]. Stratum Group 2 7.12.19B September 14,2020 Jefferson County Parcel 948323702 Report-Environmental Site Assessment:Phase I We have the specific qualifications based on education,training, and experience to assess a property of the nature,history, and setting of the subject property. We have developed and performed the all appropriate inquiries in conformance with the standards and practices set forth in 40 CFR Part 312. 2.3 Data Gaps and Limiting Conditions No data gaps or limiting conditions were encountered during the conduct of this Phase I Environmental Site Assessment except: • We were unable to interview former owners of the subject property. • Historical data for the site was not available at five year increments. Our historical review of aerial photographs indicates the property has never been developed and its only use has been as a parking area. Based upon this history,these limiting conditions do not significantly affect our ability to adequately assess the risk to the subject property. SECTION 3. SITE LOCATION AND PHYSICAL CHARACTERISTICS 3.1 Location The subject property is located at the southeast corner of the intersection of 7th Street and Hendricks Street in the city of Port Townsend. The property is located approximately 0.3 miles northwest of tidewater at Port Townsend Bay and approximately 1.5 miles southeast of downtown Port Townsend. The property location is shown in Figure 1 in Appendix I. 3.2 Site Setting The property is located in a commercial and residential area in Port Townsend. The vicinity of the area has very gentle slopes, but the property itself is cut into a moderate hillside to the north and west. An aerial photograph of the site and vicinity is provided in Figure 2. Site photographs are provided in Figures 3 through 7. Figures 1 through 7 are provided in Appendix I. 3.2.1 Geologic Summary The Geologic Map of the Port Townsend South and Part of the Port Townsend North 7.5-minute Quadrangles, Jefferson County, Washington (Schasse and Slaughter, 2005) indicates that the subject property is underlain by Vashon till and modified land. Stratum Group 3 7.12.19B September 14,2020 Jefferson County Parcel 948323702 Report-Environmental Site Assessment:Phase I Vashon till as a very poorly sorted mix of clay, silt, sand, and gravel with scattered cobbles and boulders that was deposited by glacial ice during the last glacial period between 18,000 and 14,000 years ago. The unit is highly compacted to the point of resembling concrete and commonly forms steep,nearly vertical coastal bluffs in the Salish Sea region. The highly compact nature of the deposit is from the glacial ice that had a maximum ice thickness in the area of 4,000 feet(Schasse and Slaughter, 2005; Thorsen, 1981). Modified land is described as soil and sediment that has been reworked by excavation or redistribution to modify natural topography. Our observations are consistent with the above described mapping. Five hand dug test pits and cut slope exposures on the site revealed compact diamicton consistent with Vashon till.The till is composed of compact and dense poorly sorted clay, silt, sand, and gravel with scattered cobbles and boulders. Some of the test pits exposed shallow reworked till consistent with the modified land. 3.2.2 Hydrologic Summary No surface water features are present on the site. Shallow groundwater flow is generally a function of topography.Although the property has been excavated and graded,the surrounding topography gently slopes to the southeast towards Port Townsend Bay.Based on this topography, shallow groundwater at in the in vicinity of the site likely flows towards the southeast towards Port Townsend Bay. SECTION 4. SITE RECONNAISSANCE Representatives of Stratum Group visited the subject property on September 4,2020. We had previously visited the site on June 24, 2019. Site conditions and adjoining sites had not undergone ant changes between our site visits. 4.1 Building Conditions No buildings or structures were located on the subject property at the time of our site visit. 4.2 Surface Conditions The surface of the subject property mostly consists of a paved parking lot.Unpaved areas include a grass strip on the southern boundary of the property the property and vegetated cut slopes along the northern and western property boundaries. The grass strip included cement blocks spaced 3 to 5 feet apart. The cut slopes on the property range in height from 8 to 14 feet with slope angles between 40 and 50 degrees. In the northeast portion of the property, a set of concrete stairs on the Stratum Group 4 7.12.19B September 14,2020 Jefferson County Parcel 948323702 Report-Environmental Site Assessment:Phase I cut slope connect the level parking area on the site to 7th Street. A rockery wall is located on the lower 3 to 5 feet of the slope in the vicinity of the stairs. Vegetation on the cut slopes consists of grass and weeds with scattered clusters of planted bushes, cherry trees, blackberry bushes, and English Ivy. No recognized environmental conditions were observed on exterior areas of the subject property. Our exterior observations are summarized in Table 1. TABLE 1 Exterior Observations Checklist ASTM Observation Yes/No/ Comments Deminimis Hazardous containers (i.e.drums,above ground tanks, No batteries) Underground tanks, fill or vent pipes(associated with an underground No tank or hydraulic hoists) Solid waste dumping No Fill soils No Stained Soil No Odors No Electrical equipment(PCBs) No Storm water system (i.e.ponds,underground detention, No ditches,drains,oil water separator, filtration) Stressed Vegetation (due to contamination or herbicide No application) Waste Water (i.e.wash racks,mop water disposal, process water not entering public sanitary No sewer) Septic Systems No 4.3 Adjoining Properties The adjacent property to the south at 615 Sheridan Street is used as an office building by Jefferson County and as parking areas for the office building and shopping center further to the Stratum Group 5 7.12.19B September 14,2020 Jefferson County Parcel 948323702 Report-Environmental Site Assessment:Phase I south. The adjacent property consists of paved parking associated with the offices and commercial development to the south. The property is bounded to the north by 7th Street and to the west by Hendricks Street. On the opposite of each of these roads, there are several residential properties developed with homes. To the northwest, an RV park(Sea Breeze Park) is located kitty corner to the subject property. SECTION 5. SITE DOCUMENTATION AND INTERVIEWS 5.1 Site Documents No other site-specific documents regarding environmental conditions were available for the subject property. 5.2 Interviews No interviews were completed as part of this assessment. We contacted the Jefferson County Health Department regarding the property. The Health Department had no records regarding the site. SECTION 6. PAST USE OF SITE AND ADJOINING PROPERTIES Aerial photographs dating back to 1951 and assessor records were used for gathering information regarding the past use of the subject property and adjoining properties. Copies of the aerial photographs are provided in Appendix II.A list of the references for the historical research is provided in Appendix III. 6.1 Summary of Past Site Use The subject property was an undeveloped field from at least 1951 through at least 1979. The site was graded sometime in the 1980s when the adjoining properties to the south and east were developed as an office and commercial development. The eastern 25 percent of the site was converted to a paved parking area at that time.The rest of the level area of the site was maintained as a vacant grass covered lot.The remainder of the level ground on the property was paved and converted to a parking lot in May or June of 2015. 6.2 Summary of Past Site Use of Adjoining Properties North: 7th Street has bounded the site to the north since at least the 1920s.The homes located across the street to the north were built in the late 1920s. East and Southeast: The adjacent properties to the east and southeast were used as grass and hay fields from at least 1951 through 1979.These areas were paved and used as parking beginning Stratum Group 6 7.12.19B September 14,2020 Jefferson County Parcel 948323702 Report-Environmental Site Assessment: Phase I sometime in the 1980s. South:The adjacent properties to south were used as a grass and hay field from at least 1951 through 1979.The existing commercial building was built to the south in the 1980s. West: Hendricks Street has bounded the west side of the property since at least the 1920s.Homes were located across the street from the 1920s but had been removed by 1960s.Mobile homes were located across the street to the west in the 1970s. SECTION 7. POTENTIAL CONTAMINANT SOURCES 7.1 Standard ASTM Environmental Record Sources The environmental records were reviewed to identify potential off-site contamination sources in the vicinity of the subject property that have a potential to negatively impact the subject property's soil, ground water, or surface water.The records were reviewed by Stratum Group from databases downloaded on September 14, 2020. Based upon the site's location,the databases were searched for Port Townsend and Jefferson County, Washington. A list of the references used to determine the potential off-site contamination sites is presented in Appendix II.The results of our records search can be made available in electronic form. Two potential off-site contamination sources were identified in the environmental records located within the ASTM search distance.The location of the site and the subject property are indicated on the Figure 1 —Site Vicinity Map.The site found within the ASTM search distance and the potential risk it poses to the subject property is discussed in Section 7.2.1. Our records review augments the environmental databases reviewed through an EDR radius report for Jefferson County parcel 948323702(Inquiry Number 5716431.2s)dated July 15,2019.EDR provided a map of listed sites and copies of the databases on which the sites were listed.The approximate locations of the sites and the subject property are shown on the EDR radius map, provided on pages 15 and 16 of the EDR report are included in Appendix V. 7.2 Evaluation of Potential Contamination Sources 7.2.1 Potential Off-Site Source Information The sites found within the search radius,as identified by the ASTM standard,were evaluated to determine the potential effect on the subject property.Factors such as location,topography, groundwater flow direction,hydrologic barriers,type of contamination,and the actions taken to remove the contamination are all considered to determine the potential off-site contamination source's potential impacts on the subject property. Stratum Group 7 7.12.19B September 14,2020 Jefferson County Parcel 948323702 Report-Environmental Site Assessment:Phase I Two sites are identified in the environmental records: Sea Breeze Shell and Hilltop Texaco.Neither of these two sites is located up gradient to the subject property and both impacted soil only.Based on the locations of the sites and soil being the only media impacted,these two sites pose no risk of contamination to the subject property. One site was identified in the EDR report that is potentially up gradient of the subject property. 1553 8th Street(mapped site 3)was listed as a potential gasoline service station in the proprietary EDR high-risk historical records database.However,our review of historical aerial photographs and assessor records indicates that the property has only been a residential property. There are no reports of contamination associated with this site and it is not listed on any public data bases.In addition the site is approximately 500 feet away.Therefore, it is our opinion that although this site is potentially up gradient of the subject property, it does not pose a risk to the subject property and does not warrant further investigation. None of the identified sites poses a significant risk of contamination to the subject property.No other potential off-site sources were identified through our historical review. 7.2.2 Potential On Site Sources Representatives of Stratum Group visited the subject property on September 4,2020.The purpose of the site visit was to identify,to the extent feasible pursuant to the processes prescribed within the Federal All Appropriate Inquiries and the ASTM Standard Practice E 1527,recognized environmental conditions in connection with the subject property. We did not observe any recognized environmental conditions or any indications of potential contamination on the site. The subject property is not listed in any public databases. The subject property was an undeveloped field from at least 1951 through at least 1979.The site was graded sometime in the 1980s when the adjoining properties to the south and east were developed as an office and commercial development.The eastern 25 percent of the site was converted to a paved parking area at that time.The rest of the level area of the site was maintained as a vacant grass covered lot.The remainder of the level ground on the property was paved and converted to a parking lot in May or June of 2015. No recognized environmental conditions are suspected from the past use of the site. Stratum Group 8 7.12.19B September 14,2020 Jefferson County Parcel 948323702 Report-Environmental Site Assessment:Phase I SECTION 8. CONCLUSIONS We have performed a Phase I Environmental Site Assessment in general conformance with the scope and limitations of ASTM Practice E 1527 and the Federal Standards for All Appropriate Inquiries 40 CFR Part 312 for Jefferson County parcel 948323702. Based upon our site visit,historical review and evaluation of potential off-site contamination sources, it is our opinion that the risk of contamination at the site is minimal and no further investigation is warranted. Stratum Group 9 7.12.19B APPENDIX I Figure 1 - Site Vicinity Map Figure 2 —Aerial Photograph of Site and Vicinity Figures 3 through 7 — Site Photographs Figure 1. Site Vicinity Map D. 1 a ... , kfst i. \. . ----41:14• At fJ� : /';:r4:.:: •1::.-.74-''-:. .._7,_4/1'f'f*r Jirt. rtiik. c) I 440 ••'• '...-' j• .; 041574 :-- \ ', ','; .4.1°A.*$111:.,-, , • I • � 11:::: ..____,\IL,j ::,1 1 _;.< ...„ Ai ", , ...11.1 -I 11p i . :4-,,,,-4 1:7.,''..'lr:: ° j. �a• t_l Ra,- I M -•:,..,.. „. L w • -, 414' bas. el .'.. i .-:. :At I ._ �,f �,_:„.r_,:_ V � r r tier` � Mry WhaA , . ,..:, „..„„.., . A is ). „ #. I ( „ if, Sea Breeze Shell - � �Y Hilltop Texaco k1''" ' /- �: : �}' Oil TaakS�.. 3 � 7e `j )• N • 07 P i :Mi,%M a. •. fz• ..v.w e ya / 1 4 `' ,A /,� j r= f .--;, _ A•, • !�'.. • / °opyripht:02013 National GecgraphroSc[ietj,Fa tea N * Subject Property �� Miles Enfant,.G.cu. 0 0.5 1 '' ‘ 400 # ems, . ,.Ilk rt 0 i • o ,�. (6.,„ f W I♦.. 0o ear iiww • It CA .e7Sl_a, _.. tall WOi iwa r �� •,-.). • N _ • ( ,i - 07 ,«+. a x i 1 O C Q. ( 8 .c, 6 f I to Q. _ a 4414. M _ m i W s _ :ry ratzts'� ter 4 • fr ' 4., .� .O L. - 0 .• L. r>I 1 • w t bA r O sozii ►s *" 7 O O N CO ' O Q i .: vim. r N ., - i--.' ..,� � cam. .. a-. bA NI ii 4) if. .... u) 4 ... ii ai -10&:1;iii;lip ...s_;,,,._..,::,,,.__. .,Iiri m i•,,, _ h Figure 3. View of the subject property looking east from the western property boundary. Cowaft '-1, sue S art . r y Figure 4. View of the subject property looking west from the eastern property boundary. 4 • IIJ11_' J .+11 / !, W7-d frtr t It%., •, ```4 t ',.' 4z „ �..�*c' a-. { r { ems, '' �, r �an,rt," yy, r° �P „ s"JM"k,'".:' t t „ f `a' �" +�, !+F b y -"::: '''''' -' • Figure 5. View of the grass strip along the southern property boundary. w ,. � y ,z r r _ tom. ,�*, + ;x2''a. Figure 61 View of the cut slopes on the eastern property boundary. / r Y wryy l m `* :- ,fir rd . - s k 1 , y mow, y �' - sstairs at the northeast corner of the property. Figure 7. View of concrete APPENDIX II Historical Aerial Photographs Aerial Photographs (property boundaries are approximate) • 'a .; -- s =ice .% �` x o. r • * " . s, • r K "` 1• t s 4 `". 4✓ wig." . TIP ' * r L'TI! '., IP.gr s s �. *, �, Vt ....♦ ,. c a . i 400.. .,,44, . --h-g al- * _ _ 1951 ` . x ;rpF x '' . .. a ' a. .* � ," ... fr e: n >; > ,,•p ' ***4101t- '-,7,:,?...._,.-_-7::_:::_--- -- ' . ..,,, _,', .'.71',1'.: ,, ...,, ....;--.*:.7..„- ...„;--.#-;- .14:....7:-..:1-1',:....:.,.'.,.0,14--.:4 ,''Ar'',t,, '' .i: ',jc r r ° ' Are�' .: a `. ' ::gg '1.., fir.. . . 1955 a 4 ,._.,,,,,• ..,.... -:. '''''.1.41"4114,, ,,,,, _ - .. . , ., ..t,,, 144 Ai' 4100 , 4 ii.i. . 0 i-, v, 0 .... :iti,_ M 114 ,pie" a ., ',, ,' 0 pq iy 1968 ... c liPPF It2,60a 4* : .. • ' ' 1 .. 0-: ' . Jill * x , fit * Il -` : ....- ...• - ,...,, .. __ AI . ` ..,,, I,...,..:., ,., ..',' ' ' ' ' - fr''''''''' ' • ,,..., .....„,... .... ., . ..1-.., 1979 , `' '='Nt I k. a a Notill r w . ** va y �' iM11 �x., Jost a * ` k u .4 I ,+ ffi x n r w wCt 1990 a ` 1 a ' 1. r t -r „,._,,;:•;: '.'i ,:i,.k.-. :r.s. , ,,*., . * • i , 1 f • &. WOO OW WOW .0211 w. ' C. 441:11:- . . lib ■� a:. i « .„.,: �� 1 R - i f >R 1 • * . � r r I ' eIi .L.) - -1. ' . 00°' 'aim" 1.4,.. ...,.., , 10 "'' f . 7...,,.tv":r.,.4:::::-,'''*'_4;,,:f4*4 C4 . milt' r.''.: 1 4...---: yam,, > ,mah...ii;i *':le:,r4;. /'� . 0 :x.,,,_7, .::::,,,,,,,,,:itTior,r,i,r.i . ,.J i Po M 40 OW pr6SO illair f9 F 2004 -I --, . 4 ',:.';'-'-:- - 10--.: /,..., 4 ... ...., . :..., . tt,7714.- 1(1::‘:•,,:,, -,-_ . ,- .i'-'.- ../1,,,a;,.:./:,„:1-,, i t81)11.1.11110 Jb s. ;-.':z. ":''.'''''.l.4i,4'''A'".•4,4' '''. ' '--4!*::;k;',' . Aktifil:Ililli';* '' ;; r''''.'. ''!';" '''' Z -. ., - ..--1.,,,,..::.;' , 4 'Ac.--2-- 3-4''//-: iii;liVr-74i '. -4.11111 '; ' „ • > 'C as .,,d_ c,,, !P Ali a 4 fe. . ..,... . ,„,,,,,, 57 * 4 i '''' -. . : '''''' "'41'"".. .', :., &lel .c. =7 . • , ,,„ we ,. 'ww;i4olessat',"`1 ; .. '-' de, ' ''. i .1'1446. 12, ,,,,,:, „. 1 ,,,, _,;,.,,,,,:,,,,,........,.. ' ,.,„.„.:-... . sr i'..if, ? lik.,-;-.7--, '7,,, 1 r or j r 4v Z ~ J�b- W d i 9 " Mitt f m • �12 tea"*re'fx ,. ' ' �•... *' 1;'.: ar, ate, _a "" , 1 b AMP i ••••• IL IOW Wr „iv, .r, litt rw; .4rr "� . • 4. tri 1 'tm- 11 -- .v‘":.* • • • 1W b9 Il s � � Ei '� V� ems. � � � ` e t . !` May 2015 gimi lit .. fi. ,.. til $,. 'alp , . 4 ' "roll". '.10161•44, t 0 $m. , 0 { p s e • 0 dr * rank , „, ,,w , ' I i A- 'a 0 Ion 46A. • P June 2015 APPENDIX III Historical Use and Public Records Search References Stratum Group Indemnity Historical Use and Public Records Search References Historical Use Source References 1. Aerial photos dated 1951, 1955, 1968, 1979,as maintained by USGS Earth Explorer 2. Aerial photos dated 1990-2018(not all years included),as available on Google Earth 3. Aerial Photos dated 1994 as Maintained by Jefferson County 4. Property assessor records maintained by the Jefferson County Assessor's Office in Port Townsend,Washington Public Records Database Search References Our public records search was completed through internet research. Each database is searched by city, county,zip code or through mapping programs and are evaluated to determine if they are located within the ASTM search distance of the subject property. The databases include many more sites than are located within the search distance. Only sites identified within the search distance are named and mapped within this letter report. Date Database Database Searched Access to Database Downloaded from Source National Priorities List(active and delisted sites) September 14,2020 Resource Conservation and Recovery Act Transfer, September 14,2020 Storage,and/or Disposal Facility with no corrective action (RCRA TSD,non-CORRACTS) "Envirofacts Data Warehouse."US. RCRA CORRACTS(RCRA corrective action sites) Environmental Protection Agency. http://www.epa.gov/enviro. September 14,2020 RCRA Hazardous Waste Handler or Generator records September 14,2020 (HWG) CERCLIS(Active) September 14,2020 "Superfund Site Information"U.S.. September 14.2020 De-listed CERCLIS Sites(NFRAP) Environmental Protection Agency., http://www.epa.gov/superfimd/sites/curs ites/index.htm National Response Center Database(NRC)—formerly "National Response Center."U.S. September 14,2020 ERNS Environmental Protection Agency. http://www.nrc.uscg.mil/foia.html State Confirmed and Suspected Contaminated Sites(CSCS) "Washington Facility/Site Atlas." September 14,2020 State Leaking Underground Storage Tank List(LUST) Washington State Department of September 14,2020 State Underground Storage Tank List(UST) Ecology—Geographic Information September 14,2020 State Brownfield Site System. September 14,2020 State Institutional or Engineering Control Registry http://apps.ecy.wa.gov/website/facsite/vi September 14,2020 ewer.htm Jefferson County Environmental Health Jefferson County Solid Waste Landfills 2020 Map EDR Radius Report for Jefferson County Parcel 948323702 Inquiry Number 5716431.2s (EDR, July 15, 2019). Stratum Group Indemnity Stratum Group has prepared this report using reasonable efforts in each phase of its work to estimate the liabilities associated with recognized environmental conditions on the subject property and in the vicinity of the subject property.No environmental site assessment can wholly eliminate uncertainty regarding the potential for recognized environmental conditions in connection with a property.This report is intended to reduce,but not eliminate,uncertainty regarding the existence of recognized environmental conditions in connection with the subject property, in recognition of reasonable limits of time and cost. Stratum Group makes no warranty,expressed or implied,as to the accuracy of information contained in public records. This report is not definitive and should not be considered a complete or specific definition of all conditions above or below grade. Subsurface exploration of the site was not within the scope of this study.Recognized environmental conditions in the subsurface, if present,could only be identified by a subsurface investigation. An evaluation of area-wide atmospheric deposition of contaminants is not evaluated within this report. If buildings are present on the property,asbestos and/or lead containing materials may be present. This report did not include collection of samples for asbestos containing materials or testing for lead. Should any renovation,remodeling,or demolition of buildings occur on the property or if suspect materials are damaged,a thorough good faith asbestos sampling should be completed. As is now common in the industry, it is understood that,to the fullest extent permitted by law,our clients agree to defend, indemnify and hold harmless Stratum Group, its owners,employees, subcontractors and agents, from any(past,present,or future)pollution-related claims or damages at the site,including potential claims from third parties that may name Stratum Group as a claimant. APPENDIX IV Environmental Records g N V b a) O b a, cl E 1 rh z 130 E E aa 0 .fl E° rn >, o a. a a) cA U ' 0 v 4u0 0 0 a 0 el) r C...) w •_ a o V1 ' , N na o '� u, 1 J Co o s 4 y 74 as +r L N ' A 0; 0 acri v) CD 0. - .` aa >'a 0 a•E o z a D a 'd i �'a) O ao co y ea O a.) ¢, = i I'U a � •o E z `� � 1 o U •• d o C..) Lo � �v) a �b "d 0 4 2 CO cd z . 0-c v a �a Al aw 1IrL o CC3 y o > co '� a °' CI o 'b VI ,., .6A Z CA 't U W el • • • • U y U F" 2 G m 0 a a CO 8 a) I a) - -0O V) V)) V) V as I f/1 L a rC z z z a tie aa V U a U a V) N N a et E. au co J 04 mcal VI 0 z v .. CD 'r.y a CO CO O e a a 6 21.4 CO c 0 r .^, - z CP 00 E O ; 44 ...I t a w 16 O z mm f0 O 14 0 0 c N x x CD co .0 : 0. Pr V) c A SITE HAZARD ASSESSMENT Worksheet 1 Summary Score Sheet Site Information: Site Name: Seabreeze Shell Address: 1408 Sims Way, Port Townsend, WA 98368 Ecology Facility Site ID No.: 93244565 Section/Township/Range: Section 10/T30N/R1W Latitude: 48.103466 Longitude: -122.792901 Site scored/ranked for the September 2017 update August 9,2017 Site Description The Seabreeze Shell site is located at 1408 Sims Way, Port Townsend,Washington, (Township 30N/ Range 1 W/Section 10). There was a confirmed release to soil of petroleum hydrocarbons in April 2007. Background The Seabreeze Shell location was used as a gasoline station since about 1928. There are three current underground storage tanks(USTs), which were installed on the site in 1985, and retrofitted to meet upgrading requirements in 1998. The older historical tanks were reportedly removed in 1985. Total volume of all underground tanks at this property is approximately 31,800 gallons. In 1993,two soil borings were performed by Environmental Associates, Inc. Slight hydrocarbon odors were noted in soil samples collected from a location near the former UST nest location. In 1997, Aspect Consulting commissioned a geophysical study which included electromagnetic magnetometer, and ground penetrating radar surveys. No metallic anomalies were noted at the reported location of the former UST nest. One anomaly presented itself immediately south of the convenience store, and it could be a historic buried pump island or out-of-service UST. Follow-up Site Investigations On April 25, 2007, Aspect Consulting(Aspect)had six direct-push exploration borings at the site and on June 25 and 26, 2007 eight hollow stem auger borings completed. NW Probe, Puyallup, Washington, did the direct push explorations. Cascade Drilling Inc, Woodinville, Washington, completed all of the hollow stem auger borings. The direct-push borings continuously sampled using 4-foot core barrels and acetate sleeves. Hollow stem auger borings were sampled at 5-foot intervals using a 3 inch"Dames and Moore"split spoon sampler driven with a 300 pound slide hammer. All soil samples were logged by an Aspect geologist, 1 and were field screened for indicators of hydrocarbons and volatile organic compounds (VOCs)using visual and olfactory observations, and by headspace screening using a photoionization detector(PID). The soil conditions at the site were reported to consist of asphalt or concrete overlying 2 feet of dense gravel and sandy gravel fill. Native soil encountered below the fill generally included dense to very dense,grey to brown, silty gravelly sands interpreted to be Vashon glacial till. More sand-rich deposits encountered below an approximate depth of 30 feet were interpreted to be the upper portion of the underlying Vashon advance outwash. The field indicators included elevated PID reading and odor noted from borings B-03, B-06, B-7, B8, B11, B12, and B14. All soil samples collected were reported to have been placed into laboratory-supplied jars,placed in an iced cooler, and retained for possibly laboratory analysis. Samples were analyzed for total petroleum hydrocarbons (TPHs)-gasoline and VOCs were collected and preserved in accordance with EPA Method 5035A. Reportedly, industry standard chain-of-custody protocols were followed during sample handling, storage and transportation. The selection of the samples to submit for analysis was based on site conditions,historical use,results of field screening observations, and the project analytical budget. Friedman &Bruya Inc. analyzed the soil samples for: total petroleum hydrocarbons using Northwest Total Petroleum Hydrocarbon-extended gas region(NWTPH-Gx)method, TPH as diesel and motor oil by NWTPH-Dx (extended diesel region), BTEX compounds (benzene, toluene, ethyl benzene, and xylenes)by EPA Method 8021B, and total lead by EPA Method 200.8. The TPHs as gasoline were detected above the MTCA Method A soil cleanup level of 30 mg/kg(when benzene was present) in soil samples collected from borings B-06, B7, B8, and B12. The detected concentrations above MTCA Method A soil cleanup levels were in soil samples collected at or above 15 feet below grade. The TPHs samples as diesel had analytical results lower than the MTCA Method A soil cleanup level of 2,000 mg/kg. Benzene was detected at concentrations above MTCA Method A soil cleanup level of 0.03 mg/kg in samples from B-06, B 11, B12,B14, and B15. Toluene exceeding the MTCA Method A soil cleanup levels were detected in soil samples from borings B-06 and B7, and ethyl-benzene and total xylenes were detected exceeding MTCA Method A soil cleanup levels for these compounds in samples from borings B-06, B7, and B8. All samples where concentrations of lead were detected were under the MTCA Method A soil cleanup level. Table 1 below shows the analytical results for the samples that had concentrations above MTCA Method A soil cleanup levels. 2 Table 1: Analytical Results from soil samples compared to MTCA Method A Cleanup Levels Sample# Depth Gasoline by Benzene Toluene by Ethyl-Benzene Total Xylenes (feet) NWTPH-Gx by BTEX BTEX By BTEX by BTEX (mg/kg) (mg/kg) (mg/kg) (mg/kg) (mg/kg) B-06-12 12 4400 <1 26 32 290 B-06-15 15 2400 1.6 99 32 230 B7-10'-062507 10 5300 <0.4 59 74 570 B8-12.5'-062507 12.5 1100 <0.4 3.3 6.4 77 811-15'-062507 15 3 0.06 0.23 0.07 0.53 B11-30'-062507 30 4 0.17 0.452 0.07 0.5 B12-12.5'-062607 12.5 400 <0.2 <0.2 1.3 10 B12-40'-062607 40 <2 0.04 0.11 0.03 0.14 B14-30'-062607 30 19 1.3 3 0.28 2.2 B15-15'-062607 15 3 0.05 0.12 0.03 0.24 MICA Cleanup Level -- 230 .03 7 6 9 *The values in bold are over the MCTA Method A Cleanup Levels Site Hazard Assessment A Site Hazard Assessment(SHA) was performed by Anita Hicklin, of Jefferson County Public Health(JCPH), on August 21, 2009. There was no sign of any contamination on the ground however the contaminated areas are below the site buildings and parking lot. The file was reviewed in September 2015 by Christy Fiedler(JCPH) and the report was updated August 9, 2017 by Roger Parker(JCPH). The scoring and ranking of this site was based on site-specific results from environmental samples collected between April 2007 and June 2007. No new sampling data was generated during the SHA report process. ..,� ., ma i IP ! ir _. . 1 . . i ow, , .. .., ,:..,,-., . N Tt ` eP i w � ax' " 0 s ' - A • I, tt...... T. ,. k ... IV IN - - • Y I 1111 SPECIAL CONSIDERATIONS(include limitations in site file data or data which cannot be accommodated in the model, but which are important in evaluating the risk associated with the site,or any other factor(s)over-riding a decision of no further action for the site): Due to the significant contamination documented on-site being primarily subsurface,the surface water and air routes are not applicable for WARM scoring for this site. Thus, only the groundwater route will be scored. Route Scores: Surface Water/Human Health: ROUTE SCORES: Surface Water/Human Health: NS Surface Water/Environmental.: NS Air/Human Health: N Air/Environmental: NS Groundwater/Iluman Ilealth: 21.3 OVERALL RANK: 5 4 WORKSHEET 2 Route Documentation 1. SURFACE WATER ROUTE—Not Scored a. List those substances to be considered for scoring: Source: b. Explain basis for choice of substance(s)to be used in scoring. c. List those management units to be considered for scoring: Source: d. Explain basis for choice of unit to be used in scoring: 2. AIR ROUTE—Not Scored a. List those substances to be considered for scoring: Source: b. Explain basis for choice of substance(s)to be used in scoring: c. List those management units to be considered for scoring: Source: d. Explain basis for choice of unit to be used in scoring: 3. GROUNDWATER ROUTE a. List those substances to be considered for scoring: Source: 1,4, 5 TPH-gasoline and BTEX b. Explain basis for choice of substance(s)to be used in scoring: These substances were detected in on-site subsurface soil and groundwater samples associated with the site in concentrations exceeding their respective MTCA cleanup levels. c. List those management units to be considered for scoring: Source: 1, 4, 5 Subsurface soils and groundwater. d. Explain basis for choice of unit to be used in scoring: The contaminating substances were detected in on-site subsurface soil and groundwater samples in concentrations exceeding their respective MTCA cleanup levels. 5 WORKSHEET 6 Groundwater Route 1.0 SUBSTANCE CHARACTERISTICS 1.2 Human Toxici Drinking Water Acute a Chronic Carcinogenicity Substance Standard Value Toxicity Value Toxicity Value Value 044 Standard (mg/kg-bw) (mg/kg/day) WOE i PF* 1 TPH-G 8 8 3306 3 ND -- A 0.029 1.0 2 Benzene 8 8 3 10 ND -- ND ND -- 3 Toluene 2 8 5000 3 0.2 1 ND ND -- 4 Ethyl-Benzene 4 8 3500 3 0.1 3 ND ND -- 5 Xylenes 2 8 50 10 2 1 ND ND -- *Potency Factor Source: 1. 4.5 Highest Value:jQ (Max=10) Plus 2 Bonus Points?1'f,E Final Toxicity Value: 12 (Max=12) 1.2 Mobility(use numbers to refer to above listed substances) Cations/Anions OR Solubility(mg/L) 1= 1= 1.8 X 103=3 2= 2= 1.3 X 103=3 3= 3= 5.4 X 102=3 4= 4= 1.5 X 102=3 5= 5= 2.0 X 102=3 Source: 4, 5 Value: a (Max=3) 1.3 Substance Quantity: Explain basis: Unknown,use default=1 Source:1 31,800 gal stored in retrofitted 1998 UST's.Unknown amount in Value:a historical tanks removed in 1985. (Max=10) 6 2.0 MIGRATION POTENTIAL Source Value Containment(explain basis): 2.1 , , Contaminated area is covered by a building and parking lot, score as a 145 ¢ landfill: 1)No liner=3; 2) Low permeability cover= 1; 3)No leachate (Max=io) collection system=2. 2.2 Net precipitation: November through April=11.77 in. 6 2 (Max=5) 2.3 Subsurface hydraulic conductivity: sands/gravels 1 4 5 4 ' ' (Max=4) 2.4 Vertical depth to groundwater: Obs.release to groundwater=0' 1,4,5 $ (Max=8) 3.0 TARGETS Source Value 3.1 Groundwater usage: Public supply,unthreatened alts. avail. 1 4 (Max=10) 3.2 Distance to nearest drinking water well: 2640 feet 1 (Max=5) 3.3 Population served within 2 miles: -43=1.7 1 (Max=100) 3.4 Area irrigated by(groundwater)wells within 2 miles: 0 1 4 (Max=50) 4.0 RELEASE Source Value Explain basis for scoring a release to groundwater: No confirmed 0 presence of contamination in groundwater. 1,4,5 (Max=5) 7 SOURCES USED IN SCORING 1. Aspect Consulting Limited Phase II Site Assessment Report,August 27,2007. 2. Underground Detection Services Report,April 22, 2007. 3. Adapt Engineering Phase I Environmental Site Assessment Report, March 28, 2007. 4. Washington State Department of Ecology,Toxicology Database for Use in Washington Ranking Method Scoring, January 1992 5. Washington State Department of Ecology,WARM Scoring Manual,April 1992. 6. Washington Climate—Net Rainfall Table 7. Washington State Department of Health, SADIE Database printout for public water supplies NOTE: Remaining pages concern other locations and have been omitted for the sake of brevity. 8 Purchase and Sale Agreement Jefferson County to OlyCAP Exhibit 2 EXHIBIT 2 County's Disclosures P EXHIBIT 2 - COUNTY'S DISCLOSURES PHASE I ENVIRONMENTAL SITE ASSESSMENT USER QUESTIONNAIRE Property: Jefferson County Parcel No. 948323702, located at Hendricks Street and 7th Street, Port Townsend WA ("the property") (1.)Are you aware of any environmental cleanup liens against the property that are filed or recorded under federal, tribal, state or local law? No, I am not aware of any environmental cleanup liens against the property recorded under any law. (2.) Are you aware of any activity and use limitations on the property, such as engineering controls, land use restrictions or institutional controls that are in place at the site and/or have been filed or recorded in a registry under federal,tribal, state or local law? No, I am not aware of any activity or use limitations on the property or that have been filed or recorded in any registry under any federal, tribal, state or local law. (By using the word "site," in this question, I assume you mean the property. If not please advise.) (3.) Did the purchase price paid(or proposed payment) for this property reasonably reflect the fair market value of the property?If the fair market value was not paid, could the lower purchase price be based on the presence or suspected presence of contamination at the property? I believe the purchase price paid for this property reasonably reflected fair market value. The county paid for two independent appraisals of the property, the average of which was $3,062,000. The actual purchase price was $3,100,000. (4.)Are you aware of commonly known or reasonably ascertainable information about the property that would help the environmental professional to identify conditions indicative of releases or threatened releases?For example, as user, (a.) Do you know the past uses of the property? Describe former buildings, occupants, and owners, if known. I am not aware of any commonly known or reasonably ascertainable information that would help an environmental professional identify conditions indicative of releases or threatened releases of chemicals at the property. Past uses: A parking lot. Before that, unknown. To my knowledge, there has never been a building on the property. (b.) Do you know of specific chemicals that are present or once were present at the property? Describe. No, I have no knowledge of any specific chemicals that are present or once were present at the property. Stratum Group 1 of 2 Environmental Questionnaire: Jefferson County Parcel No. 948323702 (c.) Do you know of spills or other chemical releases that have taken place at the property? Describe. No, I am not aware of any spills or other chemical releases at the property. (d.) Do you know of any environmental cleanups that have taken place at the property?If so, please provide details. No, I am not aware of any environmental cleanups that have taken place at the property. (e.)Are there currently or have there previously been any underground or above ground tanks located on the site? If so, please describe. I am not aware of underground or above ground tanks located at the property, either now or previously. (By using the word "site," in this question, I assume you mean the property. If not please advise.) (5.) As the user of this ESA, based on your specialized knowledge and experience related to the property are there any obvious indicators that point to the presence or likely presence of contamination at the property? I am the person most knowledgeable about the uses of the property, but not someone with "specialized knowledge or experience." I am not aware of any obvious indicators that point to the presence or likely presence of contamination at the property. Questionnaire completed by: (Printed name and signature) Mark Digitally signed by Mark McCauley McCauley 1.;n 1810TD '4 Mark McCauley Relationship to property: As Central Services Director, I am the manager of county-owned properties. Date: 7-23-19 Stratum Group 2 of 2