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HomeMy WebLinkAboutContractPark Ave Permanent Easement  Page 1 of 16  After recording return document to:  City of Renton  City Clerk  Renton City Hall  1055 South Grady Way  Renton, WA 98057‐3232  Document Title: Permanent Easement  Reference Number of Related Document:  N/A  Grantor(s):  The Boeing Company, a Delaware corporation (“Grantor”)    Grantee:  City of Renton, a noncharter code city under RCW 35A,  and  a  municipal  corporation   under  the  laws  of  the  State  of  Washington  (“Grantee”)  Abbreviated Legal Description:  Ptn Lot 6, Boeing Lakeshore Landing, a Binding Site Plan,  Recorded Dec. 23, 2004, King County Recording No. 20041223000856, King County  Full Legal Description on page: Exhibit A‐1  Assessor's Tax Parcel Number: 0886600060  PERMANENT EASEMENT  For and in consideration of good and valuable consideration, the receipt of which is hereby  acknowledged, THE BOEING COMPANY, a Delaware corporation, ("Grantor" herein), hereby grants  and conveys to THE CITY OF RENTON, a Washington municipal corporation, and its franchisees  and permittees, ("Grantee" herein), for the purposes hereinafter set forth, a non‐exclusive  permanent easement (hereinafter “Easement”), over, across, under, and through the real  property (“Property”), in King County, Washington, as described in Exhibit A‐1 (Legal  Description of the Property), such easement to take up the portion of such Property  (“Easement Area”) as is described in Exhibit A‐2 (Legal Description of the Easement Area),  depicted on Exhibit A‐3 (Map Exhibit of the Easement Area) and Exhibit B (Supplemental  Environmental Terms and Conditions), which such exhibits are attached hereto and  incorporated herein by this reference.  Grantor represents and warrants that is the owner of the Property.  This Easement is granted subject to and conditioned upon the following terms, conditions and  covenants, which Grantor and Grantee hereby promise to faithfully and fully observe and  perform.  CAG-21-087 1. Purpose. Subject to the limitations set forth in this instrument,this Easement is for public street purposes and constructing and maintaining street improvements over the Easement Area as a segment of an extension project of Park Avenue North, and public and private underground utilities as determined by the Grantee. Grantee, its successors and/or assigns, and their agents or contractors and employees shall have full right to enter at all times upon said premises to survey, construct, repair, remove, replace, reconstruct, inspect, improve and maintain said street improvements and underground utilities. Grantee shall not under any circumstances perform any of the following actions on the Easement Premises: fueling, refueling, maintenance, repair, washing, or other service of any vehicle, equipment, or other item. Nothing in this Easement grants any right to Grantee to perform any of the preceding actions on any other property owned, leased, or controlled by the Grantor. 2. Compensation. 2.1 Base Price, Amount. The base price compensation for this Easement is $640,000 (six hundred forty thousand dollars and zero cents) ("Base Price"). 2.2 Cost to Cure. 2.2.1 Elements. In addition to the Base Price, as a cost to cure, Grantee agrees to pay Grantor (1) the full cost of designing and reconstructing Grantor's electrical distribution system that currently exists within the Easement Area, based upon final plans that are mutually acceptable to Grantor and Grantee, (2) the full cost of designing and moving Grantor's existing protected site entrance currently located at Lake Washington Boulevard N. ("Existing Protected Site Entrance"), to a new location on Logan Avenue N. at approximately N. 7th Street ("New Protected Site Entrance"), based upon final plans that are mutually acceptable to Grantor and Grantee, and (3) the full cost of closing and removing the Existing Protected Site Entrance once the New Protected Site Entrance is complete. 2.2.2 Amount. Total compensation to Grantor for the cost to cure work described in Section 2.2.1 is estimated at $1,355,481. Compensation shall be paid based upon work performed and documented to Grantee's satisfaction, which shall not be unreasonably withheld. 2.2.3 Method of Payment. On a monthly or no less than quarterly basis, Grantor will send Grantee invoices documenting progress completed on the cost to work in Section 2.2.1. Grantor shall also submit a final invoice within six (6) months of completion of all work. Payment shall be made by Grantee for work performed within thirty (30) calendar days after receipt and approval by the appropriate Grantee representative of the invoice. Park Ave Permanent Easement Page 2 of 16 2.2.4 Place of Payment. All payments from Grantee to Grantor shall be paid to: The Boeing Company Global Real Estate PO Box 842289 Dallas TX 75284-2289 Reference: GG 16703000 I GGPSSG11058 I SSG11058 I X I GG I PUCR 1699 2.3 Timing and Effect of Payment of Base Price. This Easement shall not take effect unless and until Grantor receives one-half of the Base Price. Grantee shall pay to Grantor the second half of the Base Price within thirty (30) days of Grantor issuing a Notice to Proceed to its contractor of the cost to cure work described in Section 2.2.1 for the reconstruction of Grantor's electrical distribution system that currently exists within the Easement Area. 3. CONDITION; "AS IS"; DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS EASEMENT, THE PROPERTY, AND ALL OTHER GOODS OR SERVICES PROVIDED OR TO BE PROVIDED IN CONNECTION WITH THIS EASEMENT ARE BEING PROVIDED TO GRANTEE "AS IS, WHERE IS" WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. 4. Environmental Matters.This Section 4 shall govern environmental matters under this Easement. 4.1 "Environmental Laws and Requirements" Defined. As used herein the term "Environmental Laws and Requirements" means any and all federal, state, local laws, statutes, ordinances, rules, regulations and/or common law relating to environmental protection, contamination, the release, generation, production, transport, treatment, processing, use, disposal, or storage of Hazardous Substances, and the regulations promulgated by regulatory agencies pursuant to these laws, and any applicable federal, state, and/or local regulatory agency-initiated orders, requirements, obligations, directives, notices, approvals, licenses, or permits, including but not limited to those for the reporting, investigation, cleaning, or remediation of Hazardous Substances on the Easement Area. 4.2 "Hazardous Substances" Defined. As used herein, the term "Hazardous Substances" means any hazardous, toxic, chemical, or dangerous substance, pollutant, contaminant, waste or material, including petroleum, which is regulated under any and all federal, state, or local statute, ordinance, rule, regulation, or common law relating to chemical management, environmental protection, contamination, or cleanup including, without limitation, the Comprehensive Environmental Response, Compensation, and Park Ave Permanent Easement Page 3 of 16 Liability Act of 1980 as amended (42 U.S.C. § 9601 et seq.), the Resource Conservation and Recovery Act as amended (42 U.S.C. § 6901 et seq.) or any other federal, state, county, or city law, or any other ordinance or regulation existing or which may exist. 4.3 Compliance with Environmental Laws and Requirements; Hazardous Conditions. 4.3.1 Compliance with Environmental Laws and Requirements. At all times Grantee shall comply with all Environmental Laws and Requirements in connection with its operations and business in, around, or impacting the Agreement and the Easement Area; and Grantee shall not cause, permit or allow the presence of and shall not generate, release, store, or deposit any Hazardous Substances on or about the Easement Area in violation of any Environmental Laws and Requirements, or in a manner which may give rise to liability for environmental cleanup, damage to property, or personal injury to Grantor, or any other person; and Grantee shall not release any Hazardous Substances into the soil, water(including groundwater) or air of the Easement Area or onto any other adjoining property in violation of Environmental Laws and Requirements, or in a manner which may give rise to liability for environmental cleanup, damage to property, or personal injury to Grantee or any other person. 4.3.2 Hazardous Conditions. In the event that in connection with any construction, maintenance or repair activity that Grantee undertakes or in connection with any other activity performed by Grantee in connection with the exercise of its rights under this Easement, Grantee encounters,or suspects that it has encountered any Hazardous Substances in the Easement Area, which could present a risk to persons in or around the area or which may result in a release to the environment, or which in Grantor's good faith opinion will or may require a response by Grantor pursuant to the Order (defined in Section 4.4), Grantee shall immediately report the condition to Grantor and shall stop work in the area in which the suspected Hazardous Substances were encountered. It is contemplated by the parties that if remediation of the area is necessary, Grantee will take the lead on coordinating the remediation in consultation with Grantor and in compliance with the requirements of the Order, as may be further set forth in the Environmental Management Plans (defined in Section 4.5). 4.4 Permits, Licenses & Approvals; Ecology Order. Grantee shall obtain all permits, licenses, and approvals required under Environmental Laws for operation and maintenance of its use of the Easement Area for the duration of this Easement, and shall promptly provide copies to Grantor's personnel identified in Section 4.7. For informational purposes, Grantor has provided to Grantee a copy of Agreed Order 8191 between The Boeing Company and The Washington Department of Ecology(the"Order"). Grantee acknowledges that the Order is the binding legal obligation of Grantor. Grantee Park Ave Permanent Easement Page 4 of 16 shall comply with the Environmental Management Plans' (which are defined in Section 4.5) requirements for Project compliance with the Agreed Order. 4.5 Compliance with Environmental Management Documents. Inasmuch as this Easement allows Grantee to use Grantor's private property permanently for a public use, while Grantor, as the owner of the property subject to this Easement remains potentially responsible for environmental liabilities related to the Property, the Parties agree that, for the duration of this Permanent Easement, the Grantee shall conduct its operations on the Easement Area in conformance with the Environmental Management Plans, provided for in this Section 4.5 and in Exhibit B. The following is a summary of the requirements of the respective Environmental Management Plans that will be put in place pursuant to this Section 4.5: Grantee will perform Grantee's "Onsite Work" (defined below) pursuant and subject to the "Environmental Management Plans." The Environmental Management Plans are: Soil Management Plan as detailed in subsection 1 below. ii. Construction Water Management Plan as detailed in subsection 2 below. iii. Stormwater Management and/or Stormwater Pollution Prevention Plan (SWPPP) as detailed in subsection 3 below. iv. Spill Response Plan as detailed in subsection 4 below. The requirements for such Environmental Management Plans and an agreed process for developing the written Environmental Management Plans are set out in this Section 4.5 and in Exhibit B, which is attached to this Permanent Easement and is by this reference incorporated in this Permanent Easement. "Onsite Work" means any activity involving physical alteration of the Easement Area for the purposes of initiating or continuing construction. Onsite Work includes work done in preparation for the extension of Park Avenue North, work done to complete such extension, and work done for maintenance, repair, replacement, and/or renewal of such extension after the extension of Park Avenue North has been placed into service. Before commencing any Onsite Work, Grantee shall: (a) prepare the Environmental Management Plans; (b) obtain Grantor's approval for the Environmental Management Plans; and (c) obtain all permits, licenses, and approvals required under Environmental Laws and Requirements, including, but not limited to a Construction Stormwater Permit for construction projects, and shall promptly provide copies to Grantor's Environmental Project Manager in accordance with Section 4.7 of this Easement (Notice). Park Ave Permanent Easement Page 5 of 16 1. Soil Management Plan. Grantee shall implement the Soil Management Plan in the course of performing work in connection with the Easement. 2. Construction Water Management Plan. Grantee shall implement the Construction Water Management Plan in the course of performing work in connection with the Easement. 3. Stormwater Management Plan. Grantee shall implement the Stormwater Management Plan and/or SWPPP both in the course of performing work in connection with the Easement and at all times throughout the term of the Easement as it relates to the Easement Area. 4. Spill Response Plan. Grantee shall implement the Spill Response Plan in the course of performing work in connection with the Easement and at all times throughout the term of the Easement as it relates to the Easement Area. 4.6 Notices and Testing. In the event that Grantee is notified of any investigation or violation of any Environmental Laws and Requirements arising from Grantee's activities at the Easement Area or under this Easement, Grantee shall immediately deliver to Grantor a copy of such notice. In such event or in the event Grantor reasonably believes that a violation of Environmental Laws and Requirements exists arising based upon Grantee's activities, Grantor may, upon notice to Grantee, conduct such tests and studies relating to compliance by Grantee with Environmental Laws and Requirements or the alleged presence of Hazardous Substances upon the Easement Area or under this Easement as Grantor reasonably deems necessary or desirable,and to the extent any such tests and studies indicate non-compliance by Grantee with Environmental Laws and Requirements or the presence of Hazardous Substances upon the Easement Area or under this Easement, based upon Grantee's activities, then Grantor shall supply Grantee with all information Grantor obtained from such tests and studies. Grantor's inspection and testing rights are for Grantor's own protection only, and Grantor has not, and shall not be deemed to have, assumed any responsibility to Grantee or any other party for compliance with Environmental Laws and Requirements, as a result of the exercise, or non-exercise of such rights. 4.7 Grantee shall make required notifications to the Grantor under this Environmental Matters Section to the contacts listed below. To: Johnathan Sherman Park Ave Permanent Easement Page 6 of 16 johnathan.w.sherman@boeing.com 253-218-5053 Grantor may update this list of contacts by providing written notice to Grantee. Grantor will maintain a single point of contact for purposes of this Section 4.7. However, Grantor may name other individuals to act as points of contact for purposes of specific issues that may arise under any of the Environmental Management Plans. 4.8 Environmental Indemnity. Grantee shall indemnify, hold harmless, and defend Grantor, and its directors, officers, employees, agents, assigns, and attorneys from any and all claims, losses, damages, response costs, and expenses arising out of or in any way relating to Grantee's violation of any Environmental Laws and Requirements or any of the provisions of this Easement (including, but not limited to, the requirements of this Easement related to Grantee's responsibility for spill response on the Easement Area), or to the generation, release, storage, deposit or disposal of Hazardous Substances, to the extent caused by Grantee, its agents, employees, contractors and invitees at any time during the term of this Easement, including but not limited to: (1) claims of third parties, including governmental agencies,for damages(including personal injury and/or property damage), response costs, fines, penalties, injunctive or other relief; (2) the cost, expense, or loss to Grantor of any injunctive relief, including preliminary or temporary injunctive relief, applicable to the Grantor or the Easement Area; and (3) the expense of reporting the existence of Hazardous Substances to any agency of any state government or the United States as required by applicable laws or regulations, before and after any trial or appeal therefrom whether or not taxable as costs; all of which shall be paid by Grantee when accrued. 4.9 Future Construction or Major Modification. In the event Grantee engages in future projects to replace, reconstruct, inspect, improve or maintain said street improvements and underground utilities, it shall provide notice to Grantor's contact identified in Section 4.7 and follow the requirements set out in Exhibit B. 4.10 Remedies. Should Grantee at any time be in noncompliance of any of the terms of this Easement or under any and all applicable Environmental Laws and Requirements, Grantee shall at its own expense promptly remedy such noncompliance and shall remove or remediate any unsafe condition that Grantee has caused to occur and clean up or remediate any Hazardous Substance that Grantee has caused to be released at or from the Property. Notwithstanding the foregoing, Grantor may exercise its remedies without delivering a prior notice to Grantee (1) in case of emergency or(2) in situations where the Grantee is taking an action or permitting a condition to continue that constitutes a Park Ave Permanent Easement Page 7 of 16 violation of the Order or would contravene the requirements of a permit to which Grantor is subject. 5. Grantee's Use of the Easement Area; Compliance with Laws. 5.1 Grantee's Use of the Easement Area. Grantee shall use,or allow the use of,the Easement Area only for the purposes set forth in Section 1 of this Easement. Grantee shall exercise its rights under this Easement so as to minimize, and avoid if reasonably possible, interference with Grantor's retained rights to the Easement Area. 5.2 Compliance with Laws and Rules. Grantee shall at all times exercise its rights herein in compliance with all applicable laws and regulations. Grantee shall obtain all permits and approvals required by any governmental agencies that may be necessary to Grantee's intended use of the Easement Area. 6. Grantor's Use of the Easement Area and Access by Grantor during Construction. Grantor's activities will not interfere with the Grantee's full use and enjoyment of the rights acquired pursuant to this Easement. 7. Grantor's Use of the Easement Area Following Construction. 7.1 Grantor shall have a permanent right to enter at all times upon the Easement Area to survey, construct, repair, remove, replace, reconstruct, inspect, improve and maintain its underground utilities. Except as provided in Section 7.3,Grantor shall exercise its rights under this Easement so as to minimize, and avoid if reasonably possible, interference with Grantee's use of the Easement Area as set forth in Section 5. Prior to any activity pursuant to this Section 7.1, that disturbs or interferes with Grantee's use of the Easement Area, Grantor shall reach mutual written agreement with Grantee regarding time, duration, traffic control, and other aspects of such activity so as to minimize its impact on Grantee's use; Grantee shall not unreasonably withhold its agreement. Grantor acknowledges and agrees that any closures of 24 hours or longer in duration require review and approval by the City of Renton City Council. Notwithstanding the foregoing, Grantor may take the actions provided for in Section 7.3 without first obtaining the agreement of Grantee. 7.2 Grantor shall upon completion of any work within the Easement Area, restore the surface of the Easement Area and any public or private improvements therein disturbed or destroyed during execution of the work as nearly as practicable to the condition they were in immediately before commencement of the work or entry by the Grantor. Provided, however, Grantor, its successors, assigns and/or subsequent Grantees, will not alter or improve the Easement Area or grant any easements over, under, upon, and/or Park Ave Permanent Easement Page 8 of 16 across said property without firs t obtaining the written consent of the Grantee. Such consent will not be unreasonably withheld by the Grantee. 7.3 Notwithstanding any provision in this Easement to the contrary, The Boeing Company shall have the right to cross upon the surface of the Easement Area with its vehicles, whether licensed or not, and may restrict, without permission from Grantee, public access across the Easement Area for periods of time not to exceed a five-minute duration only for the purpose of moving airplane fuselages, and not to exceed four times per day. The Boeing Company shall provide flaggers and other devices as may be required to safely manage traffic during such periods of public access restriction. Grantee acknowledges that the foregoing restrictions apply to the activities of The Boeing Company and do not apply to the activity of Burlington Northern or any other railroad operating on tracks that the extension of Park Avenue will cross. Grantor and Grantee acknowledge and agree that neither of them has any power, right, or authority to control the movement of trains along such tracks, nor to prevent, regulate, or sanction any rail operator who blocks passage on the Easement Area in connection with its rail operations. Where the term "The Boeing Company" is used in this Section 7.3 it refers to the original grantor of this Easement and denotes rights and obligations that are personal to The Boeing Company, that do not run with the land, that are non-assignable, and that expire at such time The Boeing Company no longer owns the Property. 8. Indemnity and Insurance. 8.1 Grantee will indemnify, defend, and hold harmless, Grantor and its officers, directors, employees, contractors, agents, and invitees (hereinafter "Indemnitees") from and against all actions, causes of action, liabilities, claims, suits, penalties, fines, judgments, liens, awards and damages of any kind whatsoever (hereinafter "Claims"), for injury to or death of any person (including without limitation claims brought by employees or invitees of Grantee or employees or invitees of any contractor of Grantee (hereinafter"Contractor")) or damage to or loss of any property, and expenses, costs of litigation, and reasonable attorneys' fees related thereto, or incident to establishing the right to indemnification, to the extent such Claims arise out of or are in any way related to this Easement or the presence on the Easement Property of Grantee, any Contractor or their respective employees or invitees, PROVIDED that nothing in this Section 8.1 is intended to require the Grantee to indemnify Grantor or any of the Indemnitees for any Claim to the extent it is caused by the negligence or willful misconduct of Grantor or an Indemnitee and without limiting the generality of the foregoing, nothing in this Section 8.1 is intended to require the Grantee to indemnify Grantor or any Indemnitee for injuries arising out of the unauthorized entry of an employee or contractor of Grantor onto the area of the Easement Area being used by Grantee as a work area. Grantee expressly waives any immunity under industrial insurance whether arising from Title 51 Park Ave Permanent Easement Page 9 of 16 of the Revised Code of Washington or any other statute or source, to the extent of the indemnity set forth in this paragraph. In the event that Grantee is successful in proving that the foregoing indemnity is limited by RCW 4.24.115, Grantee shall defend, indemnify and hold harmless the Indemnitees to the full extent allowed by RCW 4.24.115. In no event shall Grantee's obligations hereunder be limited to the extent of any insurance available to or provided by Grantee. Grantee shall require each Contractor who desires access to the Easement Property to provide an indemnity, enforceable by and for the benefit of the Indemnitees, to the same extent required of the Grantee. 8.2 Grantee shall ensure that its contractors carry and maintain, Commercial General Liability insurance with available limits of not less than One Million Dollars ($1,000,000) per occurrence for bodily injury, including death, and property damage combined, Two Million Dollars ($2,000,000) general aggregate. Any policy which provides the insurance required under this paragraph shall: (a) be endorsed to name "The Boeing Company and its subsidiaries and their respective directors, officers, employees, agents, attorneys and assigns" as additional insureds (hereinafter "Additional Insured") with respect to any liability arising out of Grantee's presence on the Easement Area (or such contractor's presence as the case may be), (b) be endorsed to be primary to any insurance maintained by The Boeing Company; (c) contain a severability of interest provision in favor of the Additional Insured and (d) contain a waiver of any rights of subrogation against the Additional Insured. If licensed vehicles will be used in connection with this permit, Grantee shall ensure that its contractors who use licensed vehicles in connection with this Easement carry and maintain, Automobile Liability insurance covering all vehicles, whether owned, hired, rented, borrowed or otherwise, with limits of liability of not less than One Million Dollars ($1,000,000) per occurrence combined single limit for bodily injury and property damage. Grantee shall ensure that its contractors cover or maintain, insurance in accordance with the applicable laws relating to workers' compensation, with respect to all of their respective employees working on or about the Easement Area, regardless of whether such coverage of insurance is mandatory or merely elective under the law. No contractor shall access the Easement Area unless such Contractor shall have first provided a certificate of insurance reflecting full compliance with the requirements set forth herein. Such certificate shall list The Boeing Company as certificate holder and shall be kept current and in compliance throughout the period of this permit and shall provide for thirty (30) days advance written notice to Grantee in the event of cancellation. The insurance provisions in this Section 8.2 can be substituted with self-insurance. Park Ave Permanent Easement Page 10 of 16 9. Notices. All notices or other communications required or permitted hereunder shall be in writing, and shall be sent (a) by nationally recognized overnight courier service with all charges for next business day delivery prepaid or(b) by PDF or similar attachment to an email, provided that such email attachment shall be followed within three (3) business days by delivery of such notice pursuant to clause (a) above, and shall be effective upon receipt at the appropriate address below except for environmental matters covered by Section 4.7 (provided that if any notice or other communication to be delivered by email attachment as provided above cannot be transmitted because of a problem affecting the receiving party's computer, the deadline for receiving such notice or other communication shall be extended through the next business day): To Grantor: The Boeing Company c/o MBG Consulting, Inc. 980 N. Michigan Avenue, Suite 1000 Chicago, IL 60611 With A Copy To: The Boeing Company Attn: Marc Poulin 153 James S. McDonnell Blvd. M/C S221-1499 Hazelwood, MO 63042 And The Law Department Attn: Real Estate Counsel The Boeing Company P.O. Box 3707, M/C 11-XT Seattle, WA 98124-2207 Phone: 206-662-6588 To Grantee: Public Works Administrator City of Renton 1055 S. Grady Way Renton, WA 98057 Email: mpastucha@rentonwa.gov Phone: (425) 430-7311 Park Ave Permanent Easement Page 11 of 16 With A Copy To: City Attorney City of Renton 1055 S. Grady Way Renton, WA 98057 Email: smoloney@rentonwa.gov Notice of change of address shall be given by written notice in the manner detailed in this Section 9. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent. The attorneys for any party hereto shall be entitled to provide any notice that a party desires to provide or is required to provide hereunder. 10. Limited Warranties. The rights granted herein are subject to permits, leases, licenses, and easements, if any, heretofore granted by Grantor affecting the Easement Area. Grantor shall warrant its title to the Easement Area against any person claiming through Grantor, but not otherwise. Any plans, specifications, or drawings (collectively, "Submittal") provided by Grantee to Grantor pursuant to this Easement are for Grantor's informational purposes only. Any analysis, review or approval by Grantor, or Grantor's failure to analyze, review or approve such Submittal (including failure to discover any error or defect in such Submittal) shall not relieve Grantee of any of its obligations under this Easement. Grantor hereby expressly disclaims any and all warranties, express or implied, with respect to any such Submittal developed, reviewed or approved by Grantor as a condition of this Easement. 11. Covenants Running with the Land; Successors and Assigns. The terms and conditions of this Easement shall be covenants running with the land except as expressly stated otherwise in this instrument, and except as expressly stated otherwise in this instrument shall burden and benefit the Grantor, the Grantee, and their respective successors and assigns in interest as owners of the Property (in the case of the Grantor and its successors and assigns) or as grantees of the rights hereunder (in the case of the Grantee and its successors and assigns). Except as expressly stated otherwise in this instrument, upon transfer of title to the Property by Grantor or assignment of its rights hereunder as grantee by Grantee, the benefits and burdens of this Easement shall pass to the transferee, and the transferor shall be liable only for those matters that arose during the period of such transferor's ownership of the Property or of the rights of the Grantee,as the case may be, and the rights and obligations of the parties shall inure to the benefit of and be binding upon their respective successors and assigns. 12. No Merger of Estates. The Easement granted herein shall not be extinguished or terminated by operation of the doctrine of merger or otherwise due to the existing or future common ownership of the real property described herein. Park Ave Permanent Easement Page 12 of 16 13. Complete Agreement. This Easement contains the entire agreement of the parties with respect to this subject matter and supersedes all prior or contemporaneous writings or discussions relating to the easement provided for herein. This Easement may not be amended except by a written document executed after the date hereof by the duly authorized representatives of Grantor and Grantee. This Easement includes Exhibits A-1,A-2, A-3, and B, which by this reference are incorporated into this Easement. 14. Governing Law. This Easement shall be governed by the laws of the State of Washington, exclusive of its choice of law rules. DATED April 12,2021 Grantee: Grantor: The City of Renton The Boeing Company By: Its: Mayor Armondo Pavone Its: Authorized Signatory Date: 2--/I O/2D2A Attest: p.oc445 0 ikEN 704, Jason A.Seth,City Clerk ~ Park Ave Permanent Easement Page 13 of 16 ACKNOWLEDGMENT State of Washington ) ss. County of King Rm6 Pam I certify that I know or have satisfactory evidence that 1' `cistAcr is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that�he�was authorized to execute the instrument and acknowledged it as the er\c 9or . of The City of Renton, a Washington municipal corporation, to be the free and voluntary act and deed of such party for the uses and purposes mentioned in the instrument. oNNW\IIIIIt11A R. 1j4 Cj ° 57922 fA= y Dated: Li- a a I 0at F 4h���ea�a•• ►IWAS\'` 4- Notary blic icrve nd fo State of Washington, residing at Cc? My appointment expires Park Ave Permanent Easement Page 14 of 16 ACKNOWLEDGMENT State of Missouri ) ) County of St. Louis ) ss. I certify that I know or have satisfactory evidence that ,PrJ ODUN is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as the Authorized Signatory of The Boeing Company, a Delaware corporation, to be the free and voluntary act and deed of such party for the uses and purposes mentioned in the instrument. Dated: 2/►0/2.24 MARGAUX I.DAMES NOTARY PUBLIC-NOTARY SEAL /,�—� STATE OF MISSOURI �O�I '' `^'U MY COMMISSION EXPIRES AUGUST 3,2024 V ST.LOUIS COUNTY COMMISSION#20657436 Notary pu lic in and for the State of Missouri, residing at St. Louis County My appointment expires AUGUST Q) 12024 Park Ave Permanent Easement Page 15 of 16 EXHIBIT A-1 (Legal Description of the Property) EXHIBIT A-2 (Legal Description of the Permanent Easement Area) EXHIBIT A-3 (Map Exhibit of the Easement Area) EXHIBIT B Basic Requirements for Environmental Management Plans Park Ave Permanent Easement Page 16 of 16 EXHIBIT A-1 LEGAL DESCRIPTION OF THE PROPERTY LOT 6, BOEING LAKESHORE LANDING,A BINDING SITE PLAN, RECORDED DECEMBER 23,2004, UNDER RECORDING NO.20041223000856, IN KING COUNTY,WASHINGTON; EXCEPT THAT PORTION DESCRIBED IN DEED OF DEDICATION TO THE CITY OF RENTON, RECORDED DECEMBER 12,2006, RECORDERS NO.20061212000338;AND EXCEPT THAT PORTION DESCRIBED IN DEED OF DEDICATION TO THE CITY OF RENTON, RECORDED NOVEMBER 2,2009, RECORDERS NO.20091102002105;AND EXCEPT THAT PORTION DESCRIBED IN DEED OF DEDICATION TO THE CITY OF RENTON, RECORDED NOVEMBER 2,2009, RECORDERS NO.20091102002360;AND EXCEPT THAT PORTION CONVEYED TO CITY OF RENTON,A MUNICIPAL CORPORATION BY DEED OF DEDICATION RECORDED SEPTEMBER 10,2015 UNDER RECORDING NOS. 20150910000182 AND 20150910000183 AND RE-RECORDED JULY 07, 2016 UNDER RECORDING NO. 20160707000538. ASSESSORS PARCEL NUMBER: 088660-0060-03 it EXHIBIT A-2 PERMANENT EASEMENT LEGAL DESCRIPTION THAT PORTION OF LOT 6 OF THE BINDING SITE PLAN FOR BOEING LAKESHORE LANDING,ACCORDING TO THE PLAT THEREOF RECORDED IN AUDITOR'S FILE NO.20041223000586, RECORDS OF KING COUNTY,WASHINGTON, DESCRIBED AS FOLLOWS: COMMENCING AT THE EASTERNMOST POINT OF SAID LOT 6,SAID POINT BEING ON THE NORTH RIGHT OF WAY MARGIN OF LOGAN AVENUE NORTH; THENCE SOUTH 43°47'24"WEST,ALONG THE SOUTHEAST LINE OF SAID LOT AND SAID NORTH MARGIN,A DISTANCE OF 290.47 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT HAVING A RADIUS OF 933.50 FEET; THENCE SOUTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 12°43'42"AND AN ARC LENGTH OF 207.38 FEET TO THE POINT OF BEGINNING,SAID POINT BEING THE BEGINNING OF A CURVE TO THE RIGHT HAVING A RADIUS OF 55.50 FEET,THE CENTER OF WHICH BEARS NORTH 5°01'42"WEST; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 39°49'29"AND AN ARC LENGTH OF 38.58 FEET; THENCE NORTH 55°12'13"WEST A DISTANCE OF 41.41 FEET; THENCE NORTH 26°08'22"WEST A DISTANCE OF 70.82 FEET TO A POINT ON THE NORTHWEST LINE OF SAID LOT; THENCE SOUTH 50°42'51"WEST,ALONG SAID LINE,A DISTANCE OF 96.53 FEET; THENCE SOUTH 26°08'22" EAST A DISTANCE OF 117.23 FEET TO A POINT ON THE SOUTHEAST LINE OF SAID LOT AND SAID NORTH MARGIN,SAID POINT BEING THE BEGINNING OF A CURVE TO THE LEFT, HAVING A RADIUS OF 933.50 FEET,THE CENTER OF WHICH BEARS NORTH 24°42'24"WEST; THENCE NORTHEASTERLY ALONG SAID CURVE, LINE,AND MARGIN THROUGH A CENTRAL ANGLE OF 8°46'30"AND AN ARC LENGTH OF 142.97 FEET TO THE POINT OF BEGINNING. HAVING AN AREA OF 13,278 SQUARE FEET, MORE OR LESS. E ! A N : ' rl, �M1 AJ o A. ww I cf) c": nrStki P. �Clsr� ca EXHIBIT A-3 ASSESSOR'S PARCEL NO. SEC.8,T.23 N., R.5 E.,W.M. 0823059078 PUGET SOUND ENERGY LOT 6, BINDING SITE PLAN AF#20041223000856 - ASSESSOR'S PARCEL NO. 0886600060 6y3 1- THE BOEING COMPANY • 00 �� o��a S 43°47'24"W �.0,' 290.47' \ ASSESSOR'S PARCEL NO. L=38.58' 0823059027 6:5'° 0=39°49'29" BNSF RAILROAD PERMANENT \�i�„� \ EASEMENT _�L=207.38' R=933.50' ooe5 1TI 0=12°43'42" lag ° Dig POB PO i cu, 93 .er(.._.) NORTH • \-- Pv\�N OGP N V /77 12, �G ■ ■ ■ ■ ■ ii.i \ ■ ■ ■ ■ ■ POC:POINT OF COMMENCEMENT POB: POINT OF BEGINNING 0 60 720 SCALE/N FEET PARK AVENUE N EXTENSION 1 ALLIANCE PERMANENT EASEMENT GEOMATICS ASSESSOR'S PARCEL NO. 086600060 SURVEYING & MAPPING RENTON, WASHINGTON 1261A 120TH AVE NE Ph:(425)598-2200 Bellevue,Washington 98005 Fax:(425)502-8067 DRAWN BY: J GARVIN DATE: OCTOBER 8, 2020 EXHIBIT B Basic Requirements for Environmental Management Plans The Boeing Company ("Boeing") and the City of Renton (the "City") will agree on a set of environmental plans to be referenced in the Permanent Easement and the Temporary Construction Easement (collectively, the "Easements"). The set of environmental plans will consist of the following four plans: (1) Soil Management Plan; (2) Construction Water Management Plan; (3) Stormwater Management and/or Stormwater Pollution Prevention Plan (SWPPP); and (4) Spill Response Plan. These four plans are, collectively, the "Environmental Management Plans." This document sets forth certain terms that will be included in the Environmental Management Plans and the process that will apply to finalizing the Environmental Management Plans. If, during the term of the Permanent Easement, the City proposes to conduct Onsite Work, as defined in the Easements, it will either adhere to the Environmental Management Plans or, in advance, it will propose a new set of Environmental Management Plans to govern such work following the same process described in Section B below. A. TERMS Below are terms that the Parties agree will be included in the Environmental Management Plans. 1. Soil Management Plan The City's Soil Management Plan shall address methods for the following: i. Stockpiling and segregating soils during excavation, which methods shall exclude any comingling of Boeing-property generated soils with non-Boeing property generated soils. ii. Managing any containers brought on site for holding soils and wastewater during Onsite Work (defined as: any activity involving physical alteration of the Easement Area for the purposes of initiating or continuing construction) among other things to ensure that containers are and remain environmentally clean. iii. Methods to backfill excavations first with all site soils removed during excavation, unless suspected contamination is encountered, or soils are not suitable for City's project use. iv. Procedures to ensure soils/rocks are appropriately covered during construction and any off-site transportation. v. Procedures in the event suspected contamination is encountered during construction, including the following: ■ Notification of suspected contamination to Boeing's point of contact. ■ Determination and implementation by the City of characterization, excavation, profiling, and disposal requirements for excavated soil and other excavated material. vi. With respect to soils that have been excavated, or will/may be excavated, for project construction purposes that are not able to be replaced on-site, and the soils were not removed because of suspected contamination: ■ City to ensure soils from Boeing properties are not comingled with soils brought in from other locations for disposal purposes. ■ City may only sample for environmental characterization/disposal purposes after excavation and after City determination that soils may not be replaced on-site. ■ City notification of Boeing point of contact of soil analytical/waste profiling results prior to disposal of soils off-site. ■ City notification of Boeing point of contact of selected disposal facility in advance of proper soil disposal at off-site facility. ■ Methods to ensure disposal of property soils in the following order of preference: • i. Landfill as alternate daily cover. ii. Direct landfill disposal as waste. iii. City is prohibited from disposing of Boeing property soils for any unrestricted or sensitive re-use, or other non-landfill disposal purposes. ix. City management and appropriate disposal of all investigative-derived waste to an appropriate landfill, including any soil and wastewater not already addressed above. x. If City plans to import soil or structural fill with soil components for placement in the Easement Area, City to provide import fill profile data for environmental contaminants to Boeing point of contact for prior approval at least one week in advance. Boeing will respond within five days of receipt and will not unreasonably withhold approval. ■ Imported soil or structural fill with soil components must meet Washington Model Toxics Control Act Method A Unrestricted Land Use Criteria for the following analytes: • NWTPH (full range gas to heavy) + benzene • VOCs (EPA Method 82608) • RCRA 8 metals + copper(Cu) ■ Advance approval not required for crushed rock or landscaping topsoil if these meet applicable Washington Model Toxics Control Act requirements. The Soil Management Plan shall state that the City is responsible for all costs associated with complying with the plan, including any costs incurred by the City for stop-work events related to any unplanned or contingent events. 2. Construction Water Management Plan The City's Construction Water Management Plan shall address methods for the following: i. Management and disposition of all water streams generated by the City's Onsite Work at the Property, including excavation dewatering, any wastewater discharge to sanitary or any construction dewatering water discharged to storm sewer [including as covered by any discharge permits that City will procure], and wastewater removed off-site for disposal. ii. Providing for the City's prompt provision of the City's wastewater monitoring/sampling results to the Boeing point of contact. The Construction Water Management Plan shall state that the City is responsible for all costs associated with complying with the plan, including any costs incurred by the City for stop-work events related to any unplanned or contingent events. 3. Stormwater Management and/or Stormwater Pollution Prevention Plan (SWPPP) The City's Stormwater Management Plan and/or SWPPP shall address methods for all legally- required and otherwise appropriate storm water management practices, including the following: i. City compliance with any other existing Construction Stormwater Permit (CSP) that covers the Easement Area, whether it belongs to Boeing or another party, if still in place during the City's Easement-related construction activities. ii. City application for and compliance with any now or later required stormwater permits of any kind. iii. City construction of stormwater collection and conveyance structures to ensure that City and Boeing stormwater flows shall remain segregated to the greatest extent possible as now provided for in the City's stormwater infrastructure and drainage plan. iv. City maintenance of Easement Area stormwater drains or other infrastructure (including clean-outs and response to any impacts from spills)for as long as the Easement is in effect. v. Provision to Boeing point of contact a copy of all stormwater monitoring and sampling results/reports. vi. City notification to Boeing point of contact of any permit violations within 24 hours of the violation's inception or as soon as practicable. vii. City implementation of any corrective actions required by regulators related to stormwater violations. The Stormwater Management Plan and/or SWPPP shall state that the Cityis responsible for p o all costs associated with complying with the plan(s), including any costs incurred by the City for stop- work events related to any unplanned or contingent events. 4. Spill Response Plan The City's Spill Response Plan shall address methods for the following: i. City's immediate (with "immediate" to be defined in plan) response to spills or releases of regulated or Hazardous Substances as required by law as a result of the Grantee's use or authorized or unauthorized public use of the Easement Area and as long as the Easement is in effect. ii. City's immediate (same note as above re "immediate") notification to Boeing point of contact of any spills or releases of regulated or Hazardous Substance and associated response actions taken. iii. City's handling, removal, and disposal of all such spills and releases, including City sampling to verify completed remediation of spill impacts to soils, groundwater, surface e water, stormwater, or other environmental media as applicable. iv. City's determination of waste characterization for disposal purposes, including the following: a. For regulated waste, prior to disposal, City shall provide City's waste characterization/profile and selected disposal location to Boeing point of contact. City shall provide Boeing point of contact verification of final disposal after completion. b. For non-regulated waste, City shall provide advance notification to Boeing point of contact of waste disposal characterization and selected disposal facility. v. City shall comply with applicable laws and regulations for spill response and clean-up. The Spill Response Plan shall state that the City is responsible for all costs associated with complying with the plan, including any costs incurred by the City for stop-work events related to any unplanned or contingent events. B. PROCESS Below is the agreed process for development and finalizing of the Environmental Management Plans. 1. The City will deliver to Boeing's point of contact proposed written plans for each of the four Environmental Management Plans. 2. Boeing will review each submission and will either approve or reject each submission within 14 calendar days of receipt. If Boeing does not respond within 14 calendar days, the plan will be deemed accepted by Boeing. This section applies both to original and revised submissions. 3. If Boeing determines it will reject all or portions of any of the Environmental Management Plans, it will provide detailed comments explaining the basis for its objections. For each plan so rejected, the City then will provide a revised plan addressing Boeing's comments. The EHS Project Managers of the parties will meet as necessary to engage in prompt and good faith dialog in an effort to resolve Boeing's comments. This paragraph applies both to original and revised submissions. 4. In the event the EHS Project Managers are unable to resolve issues of dispute, the issues will be referred to the Boeing Renton Site EHS Director and the City's Environmental Manager for resolution. The On Site Work will not proceed absent a resolution of the dispute.