HomeMy WebLinkAboutContractSPRINGBROOK CREEK WETLAND MITIGATION BANK
MITIGATION CREDIT PURCHASE AGREEMENT AND
ACKNOWLEDGEMENT
THIS AGREEMENT, dated for reference purposes as __________________________, is by and
between the City of Renton (the “City”), a Washington municipal corporation, and Seattle
Soccer, LLC dba Seattle Sounders FC, a Delaware corporation (“Applicant”). The City and the
Applicant are referred to collectively in this Agreement as the “Parties.” Once fully executed
by the Parties, this Agreement is effective as of the last date signed by both parties.
RECITALS:
WHEREAS, the Springbrook Creek Wetland Mitigation Bank (“SMB”) was established August
8, 2006 through the execution of a Mitigation Bank Instrument (“MBI”) developed by the City
and the Washington State Department of Transportation, and approved by the City, the
Washington State Department of Ecology, the U.S. Environmental Protection Agency, the U.S.
Fish and Wildlife Service, the Federal Highway Administration, and the U.S. Army Corps of
Engineers (the “Corps”). The MBI established guidelines and responsibilities for the
establishment, use, operation, and maintenance of the SMB; and
WHEREAS, the SMB was established to provide compensatory mitigation for unavoidable
adverse impacts to waters of the United States, including wetlands, wetland buffers, and to
aquatic habitat, which result from activities authorized by Federal, State, and local authorities;
and
WHEREAS, pursuant to the provisions and conditions of the MBI governing the SMB, the City
has performed reestablishment, rehabilitation, and enhancement of wetlands, combined with
the enhancement of upland and riparian areas. In recognition of meeting objectives and
performance standards established through the MBI, the Interagency Review Team (“IRT”)
has released to the SMB mitigation credits for use in compensation for future activities
unavoidably impacting aquatic resources; and
WHEREAS, pursuant to Section 4.3 of the MBI, City is authorized to sell, transfer, or use the
released SMB mitigation credits for its own activities, or for activities undertaken by public or
other private entities; and
CAG-23-180
May 11, 2023
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WHEREAS, SMB has available mitigation credits, generated through SMB establishment and
released by the IRT pursuant to Sections 4.2 and 4.3 of the MBI, that have not been utilized
by the City, have not been otherwise sold or transferred to third parties, and are active on the
SMB credit ledger maintained pursuant to Section 4.4 of the MBI. These credits are available
to utilize in the SMB service area, portions of Water Resource Inventory Areas (WIRAs ) 8 and
9, as defined in Section 1.3 of the MBI; and
WHEREAS, Applicant is proposing the construction of the Sounders FC Center at Longacres at
1901 Oaksdale Ave SW Ave NE, more fully described in paragraph 4 below (hereinafter the
“Project”). The purpose of the Project is to provide a new training center and headquarters
for Sounders FC. Unico Longacres South Building LLC, Unico Longacres South Campus Land
LLC, and Unico Longacres Central Drainage LLC own the Project Site, which is leased and will
be operated and maintained by the Applicant; and
WHEREAS, City acted as lead agency for the State Environmental Policy Act (SEPA) Review for
the Project and on December 5, 2022, issued a Determination of Non‐Significance – Mitigated
(DNS‐M) for the Project with certain mitigation measures.
a.Construction on the project site shall comply with the recommendations of the
submitted Geotechnical Report, prepared by GeoEngineers, dated June 23,
2022.
b.The applicant’s geotechnical engineer shall review the project’s construction
plans for the new fields and the building permit plans for the proposed
maintenance building and elevated patio addition to verify compliance with the
submitted geotechnical report. The geotechnical engineer shall submit a sealed
letter stating that he/she has reviewed the construction and building permit
plans and in their opinion the plans and specifications meet the intent of the
report.
c.The artificial turf field program, including field design, construction and
operation, together with stormwater management and water quality
treatment for drainage from the artificial turf fields, shall assure that the field
materials do not result in a probable adverse environmental impact on fish and
wildlife. The proposed water quality treatment facility shall be a Filterra
Bioscape facility sized to treat the 2‐year storm event or equivalent as
approved by the City and the applicant shall undertake quarterly water quality
tests of field drainage, during the life of the field or for a five (5) year‐period,
whichever comes first. The applicant will submit a monitoring protocol to test
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for SBR Crumb Rubber constituents of concern in field drainage for City
approval.
d.When the fill within the synthetic turf athletic fields is replaced, the applicant
shall be required to go through a new Environmental Review.
e.The applicant shall demonstrate that the proposed underground storage
chambers, to be utilized for compensatory storage, would not have an adverse
impact on salmonids and would ensure that salmonids would not get trapped
within the proposed underground storage chambers.
f.The applicant shall follow the Department of Ecology guidance for Tacoma
Smelter Plume soil contamination testing and remediation as instructed in the
agency’s letter (Exhibit 15).
g.The applicant shall submit an Inadvertent Discoveries Plan prepared by a
qualified professional with the civil construction permit for review and
approval by the Current Planning Project Manager prior to permit issuance.
WHEREAS, due to unavoidable construction impacts, the Project will impact 16,331 square
feet (0.3749 acres) of Category II wetland buffer. Wetland A is located along the eastern
boundary of the project site and would be classified as a Category II wetland with a moderate
habitat score. The Project and the impacted wetland buffer fall inside the service area of the
SMB. The SMB is in the immediate region and contains wetland characteristics representative
of the environment of wetlands affected at the project site; and
WHEREAS, the City has determined pursuant to RMC 4‐3‐050 Critical Areas Regulations that
the proposed activity in the Project includes fill in the wetland buffer, which results in
unavoidable indirect impacts to 0.3749 acre(s) of Category II wetlands, as approved and
conditioned in the Hearing Examiner decision issued January 12, 2023 for Land Use Action
Number LUA22‐000357, which decision was not appealed, and that compensatory mitigation
is required; and
WHEREAS, the Applicant has submitted and the City has approved a Wetland Mitigation Plan
that includes the purchase of SMB credits as described in this Agreement, as well as
conducting habitat restoration near the Project Site to remove invasives and plant native
wetland species within the Wetland Enhancement Buffer Area, as described in said Report;
and
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WHEREAS, the Applicant desires to acquire 0.1875 credits from the SMB, to compensate for
the Project’s anticipated 0.3749 acre(s) of indirect wetland impacts applying the adjustment
factor of 0.5 for indirect wetland impact (i.e. wetland buffer impacts) in accordance with
Section 4.3 of the Springbrook Bank Mitigation Banking Instrument; and
WHEREAS, the City desires to sell the Applicant 0.1875 mitigation credits from the SMB; and
WHEREAS, the City and the Applicant desire to enter into this Agreement to set forth the
terms and conditions pursuant to which the sale and transfer of aquatic resource mitigation
credits will be impacted.
AGREEMENT:
NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby
agree as follows:
1.Purchase/Sale: The City hereby sells to Applicant and Applicant hereby buys from the
City 0.1875 mitigation credits on the terms, covenants, and conditions set forth in this
Agreement.
2.Compensation: The City has determined it to be in the City’s best interest to sell 0.1875
credits from the SMB to Applicant, at the rate of $1,321,875 per credit adjusted by a
factor of 0.5 for indirect wetland impacts (i.e. wetland buffer impacts), for the total
credit price of $247,851.56. The Applicant shall pay said sum upon execution of this
Agreement.
3.Effective Date: The effective date of the credit transaction shall be the date upon
which this Agreement is fully executed by both Parties, and payment to the City is
made as provided herein.
4.Project: The Project, permit(s), and related information is as follows:
A.Applicant’s Name, Address, Telephone Number, E‐mail Address:
Seattle Sounders FC
406 Occidental Avenue S., Seattle, WA 98104
(206)512‐1240
mayam@soundersfc.com
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B.Land Use Action Number: LUA22‐000357.
C.Brief Description of Impact(s) to be Compensated for by the Project Mitigation
Credits: Indirect Impacts to 0.3749 acres of Category II wetland.
D.Other Permits (as applicable): Construction Permit, Building Permit.
Construction Permit Number: C22005747.
*This Agreement does not relieve the Applicant from obtaining any required
federal, state, or local permits not related to wetland impacts.
5.Responsibility of the Applicant: Upon delivery of full payment as described above,
the obligations of the Applicant under this Agreement shall be satisfied.
6.Responsibility of the City:
A.The City certifies that sufficient credits are available in the SMB ledger to satisfy
the credit transaction called for in this Agreement. Upon Applicant’s payment of
the full purchase price as set forth in this Agreement, the City will provide the
Applicant with a receipt for the Applicant’s purchase of 0.1875 credits from the
SMB.
B. The City will record the transaction in the SMB ledger and make applicable
notifications and reports to the members of the IRT, pursuant to Section 4.4 of the
MBI.
C.Pursuant to 33 Code of Federal Regulations §332.3(l)(3), the City and its successors
and assigns, accept responsibility for providing mitigation in compensation for
aquatic resource function loss, equivalent to 0.1875 mitigation credits generated
through the establishment, management, and maintenance of the SMB, upon the
effective date of the credit transaction provided for under this Agreement.
7.Record Maintenance: The Applicant shall maintain accounts and records, which
properly reflect all direct and indirect costs expended and work provided in the
performance of this Agreement and retain such records for as long as may be required
by applicable Washington State records retention laws. The Applicant agrees to
provide access to and copies of any records related to this Agreement as required by
the City to audit expenditures and charges and/or to comply with the Washington
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State Public Records Act (Chapter 42.56 RCW). The provisions of this section shall
survive the expiration or termination of this Agreement.
8.Public Records Compliance: To the full extent the City determines necessary to comply
with the Washington State Public Records Act, Applicant shall make a due diligent
search of all records in its possession or control relating to this Agreement and the
Project, including, but not limited to, e‐mail, correspondence, notes, saved telephone
messages, recordings, photos, or drawings and provide them to the City for
production. In the event Applicant believes said records need to be protected from
disclosure, it may, at Applicant’s own expense, seek judicial protection. Applicant shall
indemnify, defend, and hold harmless the City for all costs, including attorneys’ fees,
attendant to any claim or litigation related to a Public Records Act request for which
Applicant has responsive records and for which Applicant has withheld records or
information contained therein, or not provided them to the City in a timely manner
after notice of the request from the City to Applicant. Applicant shall produce for
distribution any and all records responsive to the Public Records Act request in a timely
manner, unless those records are protected by court order. The provisions of this
section shall survive the expiration or termination of this Agreement.
9.Successors and Assigns: N/A
10.Notices: Except for service of legal process, any notice required under this Agreement
will be in writing, addressed to the appropriate Party at the address which appears
below (as modified in writing from time to time by such Party), and given personally,
by registered or certified mail, return receipt requested, by email, or by nationally
recognized overnight courier service. Time period for notices shall be deemed to have
commenced upon the date of receipt, EXCEPT email delivery will be deemed to have
commenced on the first business day following transmission. Telephone may be used
for purposes of administering the Agreement but should not be used to give any
formal notice required by the Agreement.
CITY OF RENTON
Jill Ding
1055 South Grady Way
Renton, WA 98057
Phone: (425) 430‐6598
jding@rentonwa.gov
APPLICANT
Seattle Sounders FC
Name:_Maya Mendoza‐Exstrom
Title: Chief Operating Officer
Address: 406 Occidental Avenue S.
Seattle, WA 98104
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Phone:_(206) 512‐1240
E‐mail Address:
mayam@soundersfc.com
And Copy to City Clerk And Copy to:
cityclerk@rentonwa.gov Hillis Clark Martin & Peterson, P.S.
Attn: Ann Gygi
999 3rd Avenue, Suite 4600
Seattle, WA 98104
Email: ann.gygi@hcmp.com
11.Other Provisions:
A.No Interest in Property: This Agreement shall not be construed as a transfer of any
interest in property, real or personal, from one Party to the other.
B. Effect of Agreement: This Agreement does not in any manner affect the statutory
authorities and responsibilities of the Parties. This Agreement is not intended, nor
may it be relied upon, to create any rights or remedies in third parties enforceable
in litigation with the United States, the State of Washington, or any agency thereof.
C.Approval Authority. Each individual executing this Agreement on behalf of the City
and Applicant represents and warrants that such individuals are duly authorized to
execute and deliver this Agreement on behalf of the City or Applicant.
D.General Administration and Management. The City’s project manager is Jill Ding,
Senior Planner, Community and Economic Development Department.
E.Amendment and Modification. This Agreement may be amended only by an
instrument in writing, duly executed by both Parties.
F.Conflicts. In the event of any inconsistencies between Applicant proposals and this
Agreement, the terms of this Agreement shall prevail. Any exhibits/attachments
to this Agreement are incorporated by reference only to the extent of the purpose
for which they are referenced within this Agreement. To the extent an Applicant
prepared exhibit conflicts with the terms in the body of this Agreement or contains
terms that are extraneous to the purpose for which it is referenced, the terms in
the body of this Agreement shall prevail and the extraneous terms shall not be
incorporated herein.
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G.Governing Law. This Agreement shall be made in and shall be governed by and
interpreted in accordance with the laws of the State of Washington and the City of
Renton.
H.Joint Drafting Effort. This Agreement shall be considered for all purposes as
prepared by the joint efforts of the Parties and shall not be construed against one
party or the other as a result of the preparation, substitution, submission or other
event of negotiation, drafting or execution.
I.Jurisdiction and Venue. Any lawsuit or legal action brought by any party to enforce
or interpret this Agreement or any of its terms or covenants shall be brought in the
King County Superior Court for the State of Washington at the Maleng Regional
Justice Center in Kent, King County, Washington, or its replacement or
successor. Applicant hereby expressly consents to the personal and exclusive
jurisdiction and venue of such court even if Applicant is a foreign corporation not
registered with the State of Washington.
J.Severability. A court of competent jurisdiction’s determination that any provision
or part of this Agreement is illegal or unenforceable shall not cancel or invalidate
the remainder of this Agreement, which shall remain in full force and effect.
K.Sole and Entire Agreement. This Agreement contains the entire agreement of the
Parties and any representations or understandings, whether oral or written, not
incorporated are excluded.
L.Time is of the Essence. Time is of the essence of this Agreement and each and all
of its provisions in which performance is a factor.
M.Third‐Party Beneficiaries. Nothing in this Agreement is intended to, nor shall be
construed to give any rights or benefits in the Agreement to anyone other than the
Parties, and all duties and responsibilities undertaken pursuant to this Agreement
will be for the sole and exclusive benefit of the Parties and no one else.
N.Binding Effect. The Parties each bind themselves, their partners, successors,
assigns, and legal representatives to the other Party to this Agreement, and to the
partners, successors, assigns, and legal representatives of such other party with
respect to all covenants of the Agreement.
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O.Waivers. All waivers shall be in writing and signed by the waiving party. Either
Party’s failure to enforce any provision of this Agreement shall not be a waiver and
shall not prevent either the City or Applicant from enforcing that provision or any
other provision of this Agreement in the future. Waiver of breach of any provision
of this Agreement shall not be deemed to be a waiver of any prior or subsequent
breach unless it is expressly waived in writing.
P.Counterparts. The Parties may execute this Agreement in any number of
counterparts, each of which shall constitute an original, and all of which will
together constitute this one Agreement.
Q.Recording. A Notice of Wetland Mitigation Credit Sales in substantially the same
or similar form as that attached hereto as Exhibit A shall be recorded with the King
County Recorder’s office.
IN WITNESS WHEREOF, the Parties have voluntarily entered into this Agreement as of the
date last signed by the Parties below.
CITY OF RENTON
By:_____________________________
APPLICANT
By:____________________________
Armondo Pavone
Mayor
Name:Maya Mendoza-Exstrom
Title: COO
_____________________________
Date
3/15/2023_________________________
Date
Attest
_____________________________
Jason A. Seth
City Clerk
Approved as to Legal Form
5/11/2023
PAGE 10 OF 10
By: __________________________
Shane Moloney
City Attorney
SMB NS Contract Template Updated CLB 2/15/23 (939)
Approved by Cheryl Beyer via 5/17/2023 email