City Council

CITY OF MOUNT VERNON CITY COUNCIL MEETING AGENDA April 28, 2021 7:00 p.m. Police Court Campus (revised 04/26/2021) (Public health measures will be required of all persons in attendance. Masks and social distancing are required.) To virtually attend the meeting, the public may: 1. Call the conference line: 1-888-924-9240; Access Code: 3366211 (please ‘mute’ your phone, if possible, to minimize distractions) 2. Watch the meeting live on TV10: Comcast/Xfinity Channel 10 3. Watch the meeting live, online: https://www.youtube.com/channel/UCUob_hcQUmd4S93YkletdrA I. OPENING CEREMONIES A. Call to Order B. Pledge of Allegiance C. Roll Call of Councilmembers II. CONSENT AGENDA A. Approval of April 14, 2021 Regular Council Meeting Minutes B. Approval of April 20, 2021 payroll checks numbered 110701 – 110722, direct deposit checks numbers 81810 – 82036, and wire transfers numbered 965 – 969 in the amount of $1,185,873.73 C. Approval of April 28, 2021 Claims numbered 13503 and 13505 – 13720 in the amount of $726,832.02 III. REPORTS A. Committees 1. Finance and Parks & Enrichment Services B. Community Comments (An opportunity for Mount Vernon residents to address their City Council. Please limit comments to 3 minutes or less. Under normal circumstances, the Mayor and Council will not respond immediately to Community Comments. If you would like someone to follow-up with you regarding the topic of your comments, please leave your name and contact information on the form at the entrance of the Council Chambers. Public comments will also be accepted via email to council@mountvernonwa.gov. The comments will be read aloud into the record during the public comment portion of the agenda. All comments must be received by 4:00 p.m. on April 24, 2021.) C. Councilmember Comments D. Mayor’s Report E. Committee Agenda Requests IV. UNFINISHED BUSINESS None Mount Vernon City Council Agenda April 28, 2021 page 2 V. NEW BUSINESS A. Skagit PUD Update (Skagit PUD General Manager George Sidhu will update Council on PUD projects and plans.) (required action – none) (staff contact – Peter Donovan) B. Public Hearing – Adoption of the 2021-2026 Six-Year Transportation Improvement Program (This is a public hearing to allow testimony regarding the adoption of the 2021-2026 Six-Year Transportation Improvement Program. Those wishing to participate in the hearing may contact the Mayor’s Office at 360-336-6211 or by email mvmayor@mountvernonwa.gov no later than 4:00 p.m. on April 28, 2021. Those wishing to participate in person can appear before Council and should arrive at the meeting at 1805 Continental Place by 7:00 p.m.) (required action – resolution) (staff contact – William Bullock) C. Agreement with Puget Sound Energy (Staff is requesting that Council authorize the Mayor to enter into an agreement with Puget Sound Energy – Pole Services for the installation and ongoing maintenance of the lighting fixtures on the Freeway Drive Improvement Project in the amount of $23,706.08 for installation and a monthly charge of $21.49.) (required action – motion) (staff contact – William Bullock) D. Agreement with Waste Management (Staff is requesting that Council authorize the Mayor to enter into an agreement with Waste Management for residential recyclables and organics collection and processing services.) (required action – motion) (staff contact – Esco Bell) E. Extension Agreement with Cintas (Staff is requesting that Council authorize the Mayor to enter into an extension to the service agreement with the Cintas Corporation to provide the Public Works Street and Collections Division with high visibility flame retardant uniforms.) (required action – motion) (staff contact – Esco Bell) F. Update to the Mount Vernon Criminal Code (Staff is requesting that Council approve an ordinance adopting by reference RCW 9A.86.010 disclosing Intimate Images and RCW 9A.86.020 Intimate Images – Forfeiture by Minors.) (required action – ordinance) (staff contact – Kevin Rogerson) G. Removal of South Third Street Parking Restrictions (Staff is requesting that Council approve an ordinance reflecting changes to existing parking code MVMC 10.20.040 as approved by the City’s Traffic Safety Committee.) (required action – ordinance) (staff contact – Kevin Rogerson) H. Approval of Change to the Option Agreement with Skagit County (Staff is requesting that Council authorize the Mayor to enter into an amended option agreement with Skagit County regarding property on Third Street for a parking garage.) (required action – motion) (staff contact – Kevin Rogerson) Mount Vernon City Council Agenda April 28, 2021 page 3 I. Resolution – Imperial Metals Corporation (Councilmember Brocksmith is requesting that Council approve a resolution opposing Imperial Metals Corporation’s exploratory mining permit and urging permanent protection of the Skagit River headwaters in British Columbia.) (required action – resolution) (staff contact – Councilmember Brocksmith) COMMITTEE MEETINGS Finance and Parks & Enrichment Services 6:00 p.m. Next Ordinance 3828 Next Resolution 992  AGENDA ITEM: A DATE: April 28, 2021 TO: Mayor Boudreau and City Council FROM: Peter Donovan, Project Development Manager SUBJECT: SKAGIT P.U.D. UPDATE RECOMMENDED ACTION: None INTRODUCTION/BACKGROUND: Skagit PUD operates the most expansive water system in Skagit County with over 26,000 metered services, serving approximately 70,000 people an average of nine million gallons of water per day. Since 1936, Skagit PUD has been committed to providing safe and reliable utility services to meet the current and future needs of Skagit County. FINDINGS/CONCLUSIONS: PUD is governed by 3 elected commissioners, and the day-to-day operations are overseen by General Manager George Sidhu who will address City Council to provide an update on the work that Skagit PUD has been carrying out. RECOMMENDATION: None ATTACHED: None  AGENDA ITEM: B DATE: April 14, 2021 DATE: April 28, 2021 TO: Mayor Boudreau and City Council FROM: William Bullock, PE – City Engineer SUBJECT: PUBLIC HEARING: ADOPTION OF THE 2021-2026 SIX-YEAR TRANSPORTATION IMPROVEMENT PROGRAM RECOMMENDED ACTION: Staff recommends the City Council adopt proposed Resolution (draft attached) adopting the 2021-2026 Six-Year Transportation Improvement Program. INTRODUCTION/BACKGROUND: State law, RCW 35.77.010, requires that each year the City adopt a six-year Transportation Improvement Program (TIP). The TIP is designed to identify the schedule, costs, and financial plan associated with those projects the City intends to complete during the next six years. The adopted financial plan must demonstrate that funding for the TIP is feasible, although it may include projections of local funds, grants, loans or other potential sources that are not yet in hand. In preparing the proposed 2021-2026 TIP, the following factors were considered:  The current status of active transportation improvement projects;  Strategic priorities of the City consistent with the City Comprehensive Plan  Physical condition, operations and public safety of the street system.  Funding availability. FINDINGS/CONCLUSIONS: The proposed TIP identifies $97,498,000 in projects throughout the City. Primary revenue sources consist of Grants, REET2, Transportation Impact Fees, and Transportation Benefit District Funding, and development mitigation contributions. The TIP is an important tool for local, state and federally funded projects, and is utilized by governmental and planning organizations at all levels. Projects are typically required to be identified on the TIP to be eligible for funding from Federal and State sources RECOMMENDATION: Staff recommends the City Council adopt proposed Resolution (draft attached) adopting the 2021-2026 Six-Year Transportation Improvement Program. ATTACHED: 2021-2026 Six-Year Transportation Plan Projects Map  AGENDA ITEM: C DATE: April 28, 2021 TO: Mayor Boudreau and City Council FROM: William Bullock, PE – City Engineer SUBJECT: FREEWAY DRIVE IMPROVEMENT PROJECT – PSE LIGHTING AGREEMENT RECOMMENDED ACTION: Request Council authorize the Mayor to enter into an agreement with Puget Sound Energy – Pole Services for the installation and ongoing maintenance of 4 new lighting fixtures on the Freeway Drive Improvement Project. INTRODUCTION/BACKGROUND: The City began design on the Freeway Drive Project (Cameron Way to College Way) in April, 2020 with PBS Engineering and Environmental. Puget Sound Energy – Pole Services (formerly Intolight) is the contract agency for installation and maintenance of street lighting throughout the City. This project is currently in the construction obligation process with WSDOT. Public Works is preparing to advertise for construction in May shortly after that approval. These four additional lights will augment the existing lighting on the power poles in key areas additional lighting is needed. FINDINGS/CONCLUSIONS: The current expectation is to complete construction in October/November to 2021. The service agreement with PSE – Pole Services is performed as part of the construction effort for this project and is a typical component of all City construction projects requiring street light installation or modification with few exceptions. RECOMMENDATION: Motion to authorize the Mayor to enter into an agreement with Puget Sound Energy – Pole Services for the installation and ongoing maintenance of the lighting fixtures on the Freeway Drive Improvement Project in the amount of (installation) $23,706.08 and a monthly charge of $21.49 (ongoing maintenance and power utility cost). ATTACHED: PSE Street Lighting Agreement  EXHIBIT A Form of Custom Street Lighting Order PROJECT NAME: Freeway Drive Mt Vernon Order #: 105095728 LOCATION: Freeway Drive Mt Vernon CUSTOM STREET LIGHTING ORDER – SCHEDULE 51 This Custom Street Lighting Order (this “Order”), dated December 28, 2020, is made and entered into by and between PUGET SOUND ENERGY, INC. (“PSE”) and City Of Mt Vernon (“Customer”) (each a “Party,” and collectively the “Parties”) under and pursuant to the terms of that certain Master Lighting Services Agreement No. 013, dated 4/2/2018, between the Parties (the “Agreement”). This Order covers certain Lighting and Construction Services authorized by this Order and is, along with the associated Schedule, incorporated into and made a part of the Agreement. Unless specifically defined otherwise herein, terms used in this Order with initial letters capitalized have the meanings given them in the Agreement. The Parties agree as follows: ASSOCIATED SCHEDULE: This Order is also entered into between the Parties in accordance with PSE’s Schedule 51, Electric Tariff G, and any T future modifications of or changes to such Schedule as may be approved by the WUTC. LIGHTING SERVICES DESCRIPTION: AF The installation charge of the listed lighting units was estimated to be $23,706.08. Description: PSE to install 4) 39W LED CHFL T2 3K on 25' octagon concrete grey poles. No flagging included. Buy America products/program. DR CONSTRUCTION SERVICES DESCRIPTION: PSE to install 4) 39W LED CHFL T2 3K on 25' octagon concrete grey poles. No flagging included. All materials shall meet 23 CFR 635.410 (FHW A) Buy America Program. BILLING: Billing under this Order will be in accordance with the terms and conditions contained in the terms & conditions of Schedule 51, Electric Tariff G, and the Agreement, and any future modifications of or changes to such Schedule as may be approved by the WUTC. The basis of the monthly energy charge for the Lighting Services as currently constituted under Rate Schedule 51 is as follows: Monthly facilities cost is equal to the Value of the System (VOS) x facilities rate. VOS is the estimated installation cost less applicable taxes. Monthly energy cost is equal to the energy rate x number of Units. Energy rate is determined by wattage of unit as currently constituted under the rate schedule. Value of System: $ 21,412.77 Facilities Rate: .074 -1- Units and Wattage breakdown: 4) 39W LED T3 3K @ $1.41 ea x 4 =$5.64 The total monthly charge for this installation is as follows: Monthly facilities charge $15.85 Monthly energy charge $5.64 Total monthly charge: $21.49 For Construction Services and Costs, these costs will be billed as follows: Upon completion of the Construction Services, PSE shall provide the Customer with an invoice for the Construction Costs incurred by PSE. Customer shall remit payment to PSE for the Construction Costs within thirty (30) days of receiving the invoice. SERVICE TERM/REMOVAL AND SALVAGE COSTS: T Service under this Order is effective for a minimum of fifteen (15) years from the date of this Order (the “Base Term”) unless earlier terminated as provided for in the Agreement. If this Order is terminated for any reason during the Base Term, the Customer shall be responsible for all costs of removal of any Facilities associated with the Services, as well as any costs associated with PSE’s efforts to salvage the removed Facilities, as set forth in the AF applicable Schedule. After the expiration of the Base Term, this Order shall continue on a year-to-year basis until terminated by either Party upon at least one (1) year’s notice in writing (each, an “Extended Term” and, together with the Base Term, the “Term”) unless earlier terminated as provided for elsewhere in this Agreement. The Term may be adjusted by PSE in writing for existing systems purchased by PSE, based on the estimated remaining life and purchase price. If this Order is terminated during any Extended Term, the Customer shall not be responsible for the costs of removal of any Facilities associated with the Services, or any costs associated with PSE’s efforts to salvage the removed Facilities. D ADDITIONAL TERMS: 1. 2. R To transfer the energy and maintenance monthly billing, the new billing party must contact PSE in writing. Non-standard facilities are not kept in PSE inventory for the purpose of maintenance; therefore replacement of non-standard components may not be within the same time as replacement of standard components. Are non-standard components included in this Order? Yes ☐ No ☒ 3. The monthly billing party for the energy and maintenance will be: City Of Mt Vernon This Order, executed by Customer’s duly authorized representative as of the date first written above, is for the Lighting Services described above delivered under PSE’s Schedule 51. -2- Customer: City of Mt Vernon Signature: ____________________________________ Date: ___________________ Printed Name: Jill Boudreau . Title: Mayor - City of Mount Vernon . Company: Puget Sound Energy, Inc. Signature: ____________________________________ Date: ___________________ Printed Name: ________________________________ Title: ______________________________ T AF DR -3-  AGENDA ITEM: D DATE: April 28, 2021 TO: Mayor Boudreau and City Council FROM: Esco Bell, Public Works Director SUBJECT: AGREEMENT FOR RESIDENTIAL RECYCLABLES AND ORGANICS COLLECTION AND PROCESSING SERVICES RECOMMENDED ACTION: Staff recommends approval of an agreement for residential recyclables and organics collection and processing services with Waste Management (WM) beginning June 1, 2021, for seven years. INTRODUCTION/BACKGROUND: The City provides mandatory residential curbside recycle service by a contract with Waste Management under an agreement that expires May 31, 2021. The City has been working for several months to develop a new agreement for these services and this is attached for your consideration in its final form. The main features of this agreement are summarized as follows:  Rates will be increased to $10.62 (this includes an $0.08 base increase to pay for low income senior discounts that will be provided).  The term is for seven years with the option of two, two-year extensions.  WM will take over billing services that were formerly provided by the City.  Other relatively minor changes to modernize the agreement have been included. FINDINGS/CONCLUSIONS: State law makes it a City responsibility to fully implement waste reduction and source separation strategies and to develop and implement aggressive and effective waste reduction and source separation strategies. The current contract with Waste Management for curbside collection of residential recyclables expires on May 31, 2021. The main features of this agreement are summarized as follows:  Rates will be increased to $10.62 (this includes an $0.08 base increase to pay for low income senior discounts that will be provided).  The term is for seven years with the option of two, two-year extensions.  WM will take over billing services that were formerly provided by the City.  Other relatively minor changes to modernize the agreement have been included. City Public Works and legal staff have been involved throughout the development of the new agreement and consider it an essential step to providing important recycle services. RECOMMENDATION: Staff recommends approval of the attached agreement with Waste Management. ATTACHED: Agreement  AGENDA ITEM: E DATE: April 28, 2021 TO: Mayor Boudreau and City Council FROM: Esco Bell, Public Works Director SUBJECT: CINTAS SERVICE AGREEMENT EXTENSION RECOMMENDED ACTION: Staff is requesting Council approval on an extension to the service agreement with the Cintas Corporation to provide the City of Mount Vernon Street and Collections Department with high visibility flame retardant uniforms. INTRODUCTION/BACKGROUND: Due to City staff from the Street and Collections Department’s frequent exposure to open flames and hot material temperatures accompanied with the consistent need for increased visibility, it is essential to furnish employees with the appropriate safety gear. The City is requesting to extend the current service agreement with Cintas Corporation which provides the City with high visibility, flame retardant uniforms. Providing these services for the additional period will offer more efficient, effective and less costly service for the citizens of Mount Vernon thereby better serving the public. FINDINGS/CONCLUSIONS: Attached to this memo; are the Addendum “A” to amend the termination date and the original Service Agreement. The pricing is based on the weekly cost for uniform rental and laundry service for the entire staff in each department. The estimated annual costs for each department are as follows: Street Department $10,913.24, Wastewater Collection $4,081.48 and Surface Water Collection $5,400.72 with a total annual cost of $20,395.44. The service agreement is for 36 months with an option to renew at any point before expiration. Pricing for this contract is linked to the U.S. Communities Buying Cooperative rates, which are established through a nationwide bidding process. RECOMMENDATION: Staff is requesting Council approval on the Cintas Service Agreement Extension ATTACHED: - Cintas Original Service Agreement - Cintas – Addendum “A” AGENDA ITEM: F AGENDA ITEM: G  AGENDA ITEM: H DATE: April 28, 2021 TO: Mayor Boudreau and City Council FROM: Kevin Rogerson; City Attorney SUBJECT: APPROVAL OF CHANGE TO THE OPTION AGREEMENT WITH SKAGIT COUNTY RECOMMENDED ACTION: Motion to approve changes in the option agreement. INTRODUCTION/BACKGROUND: City Council previously approved the attached option agreement with Skagit County subject to further approval of legal descriptions from the Mayor and City Attorney. The legal descriptions have been completed, reviewed by appropriate staff and approved. However, while examining the Option Agreement with respect to its execution, questions developed over the timing required in the agreement to provide closing documents, which arguably required premature delivery of instruments affecting property rights. The attached changes set forth in the Option Agreement in Section 14 of the Option Agreement (and Section 14.8 of the purchase and sale agreement reserving an option to the County) corrects this issue. The correction allows for delivery of the memo extinguishing the option at issue (which is to be held and not filed by the property owner granting the option unless an event occurs set forth in the Agreement extinguishing the option) after the option has in fact been formed and filed between the parties. An effective date of May 5, 2021 (County is expected to take action on or before May 3rd) is provided. All other terms and conditions remain the same as previously approved. FINDINGS/CONCLUSIONS: That approval of the changes serves the City’s interest. RECOMMENDATION: Approval of the changes. ATTACHED: Option agreement with effective date, full legal descriptions, and changes to section 14 of the option and 14.8 of the PSA.  OPTION AGREEMENT By and between CITY OF MOUNT VERNON, a Washington municipal corporation, as “City” and SKAGIT COUNTY, a political subdivision of the State of Washington, as “County” Dated: May 5, 2021 1  OPTION AGREEMENT THIS AGREEMENT (hereinafter the “Agreement”) is made and entered into effective May 5, 2021, between and among the CITY OF MOUNT VERNON, a Washington municipal corporation (“City”), and SKAGIT COUNTY, a political subdivision of the State of Washington organized under the laws of the State of Washington, (“County”), which parties are known collectively as the “Parties” pursuant to their lawful authority including but not limited to Chapter 39.34 RCW, INTERLOCAL COOPERATION ACT. This Agreement is made with reference to the following recitals: RECITALS A. The County has interest in real property which is included in the legal description of property (collectively the “Property”), which is as legally described on Exhibit “A,” and as depicted by the area with parallel hatching on Exhibit “B,” each of which Exhibits are attached hereto and incorporated herein by this reference, and which Property is currently used for various purposes, including “at-grade” parking; B. The Parties agree that the community and its taxpayers are best served by a cooperative, collective approach to public infrastructure; C. The population of Mount Vernon has grown substantially since Skagit County was seated in Mount Vernon, along with the growth of businesses, retail, mixed residential- commercial, and residential communities near or within downtown Mount Vernon; D. The City completed significant projects for downtown Mount Vernon stimulating economic development including: the creation of design standards to regulate development in the area, completion of the City’s Downtown Flood Control Project, new (and improved) public open spaces, completing a public-private partnership to redevelop long unused downtown properties, and the construction of new facilities such as public restrooms, a riverfront plaza, riverfront promenade, and public trail system. These efforts have increased development, local business opportunities, and community support for a vibrant downtown; E. The Interlocal Agreement Regulating Opportunities For the Cooperative Provision of Services and Facilities dated March 28, 2018, (hereinafter “Interlocal”), recognizes that the Parties are co-located in Mount Vernon, share similar needs and future interests for public facilities and services, and benefit from collaboration that results in developing the highest and best use of space and facilities downtown; F. Through the Interlocal, the Parties committed “to work together to explore long- range vision and opportunities due to co-location” including “[t]he preparation of appropriate agreements between the Parties or jointly with other parties”; 2  G. Sustainability of downtown Mount Vernon depends on adequate parking for business patrons and employees. Existing parking capacity and facilities are inadequate to meet current demand and forecasted commercial growth; H. The City intends to construct on a portion of the Property a parking garage, with a minimum of 240 parking spaces. Such improvement provides needed infrastructure that immediately contributes to economic revitalization, and delivers long term cultural and recreational revitalization for both the City and Skagit County; I. The Parties agree that they have determined what they agree is true and fair value of the Property consistent with RCW 39.33.010 and RCW 43.09.210, and that the Parties have negotiated a lower pecuniary purchase price for the Property which coupled with the value to the parties of the indemnification and hold harmless language contained in the Purchase and Sale Agreement in total approximates the agreed true and fair value of the Property; J. The Parties agree that due to the realignment of the City’s Third Street, completed around 1999, transfer of title to portions of real property including the current and former location of Third Street has resulted in potential title issues. The City’s purchase of the Property will serve to complete a portion of the correction of this issue and in the event City does not elect to exercise the Option to purchase Property the Parties will work in good faith to correct any unresolved title issues resulting from the realignment of Third Street; and K. County and City desire to enter into the option for the purchase of the Property under the following terms and conditions: AGREEMENT NOW THEREFORE in consideration of the foregoing recitals and the mutual covenants herein, and the benefits to be realized by each party and in future consideration of the benefit to the general public by the creation and operation of the Improvement identified herein, the Parties agree as follows: 1) Grant of Option. County hereby grants and conveys unto City a non-transferable, exclusive option to purchase the Property on the terms and conditions set forth herein. It is hereby acknowledged and agreed that the Option granted herein constitutes a present and absolute grant of the Option as of the date hereof. 2) Consideration for Option. City shall pay to County as consideration for the Option the sum of One Thousand Dollars and 00/100ths ($1,000.00) (the “Consideration”) due on mutual execution of this Agreement, but payable in full within five (5) business days following mutual execution of the Agreement. The Consideration shall be deemed the property of the County when paid and shall be in addition to, and not applied against, the Purchase Price in the event the City exercises its option to purchase the Property. The Consideration and any additional Option Extension Fee reflect compensation to the County for economic effects beyond the acquisition of the Property, e.g., exclusive rights granted to the City for the period of the Option, the time devoted by representatives of the County in cooperating with the City during the Option Period and beyond 3 in connection with the City’s investigation of the Property for the City’s intended development purposes, and the potential loss to County in providing the City with a fixed price for the Option should the Property increase in value during the Option Period. 3) Option Term. The City shall have the right to exercise this Option at any time on or after May 5, 2021, for a period of two (2) years, terminating at 11:59 p.m. on May 4, 2023, or during any Extension Term as provided for in Section 4 (Extension of Option Term) of this Agreement (the “Option Period”). 4) Extension of Option Term. City shall have the one-time right to extend the Option Period for one (1) additional year (the “Extension Term”) upon written notice to County and concurrent payment of an additional One Thousand Dollars and No/100s ($1,000.00) at any time more than thirty (30) days prior to the expiration of the original Option Period. 5) Purchase Price for the Property. The purchase price for the Property to be paid by City to County (the “Purchase Price”) is the amount of Three Hundred Fifty-Two Thousand Dollars and 00/100ths ($352,000.00). 6) Condition of Title. County shall, during the Option Period, keep title to the Property in the same condition as of the date of this Agreement. 7) Conditions Precedent to City’s Exercise of Option. Prior to City having the right to exercise the Option contained herein, City must complete and approve final design for the construction of a parking garage to be located on the Property, with a minimum of 240 parking spaces (hereinafter referred to as the “Improvement”). Approval shall occur at the time a formal resolution is adopted by the Mount Vernon City Council approving final design of the Improvement. 8) Exercise of Option. To exercise its option to purchase the Property, City must deliver to County duplicate originals of the Purchase and Sale Agreement (the “Purchase and Sale Agreement”) in the form attached hereto as Exhibit “C” (Purchase and Sale Agreement) signed by City. The duplicate originals of the Purchase and Sale Agreement executed in full by the City must be delivered to County on or before expiration of the term of this Option Agreement as set forth in Sections 3 (Option Term) and as may be extended by Section 4 (Extension of Option Term), via a method as provided for in Section 15 (Notice). Within fifteen (15) business days following receipt of the duplicate originals of the Purchase and Sale Agreement signed by the City, County shall sign the same and deliver one fully executed duplicate original to the City. County shall retain the other duplicate original. In the event City exercises the option, City and County shall proceed with the transaction according to the terms and conditions set forth in the Purchase and Sale Agreement. 9) Failure to Exercise Option. In the event the City shall fail to exercise its option to purchase the Property within the time provided herein, as may be extended, then this Option and the City’s right to purchase the Property shall terminate and County shall retain the Consideration set forth in Section 2 (Consideration for Option) and any additional consideration paid by City to County under Section 4 (Extension of Option Term), if applicable, County shall have the right to 4 record the Extinguishment of Option, discussed in Section 14 (Recordation), and the Parties will work in good faith to correct any unresolved title issues resulting from the realignment of Third Street. 10) Access and Inspections. The County shall allow the City, during the Option Period, to enter and conduct all inspections and studies the City deems necessary and desirable to evaluate the condition of and other matters related to the Property for the suitability of its intended use. City and City’s agents, representatives, consultants, architects, surveyors, and engineers will have the right from time to time during the Option Period to enter onto the Property to make borings, drive test piles, perform minor surveying, and conduct any other tests and studies that may be necessary or desirable to ascertain the condition and suitability of the Property for the City’s intended use. Such tests and inspections are to be performed in a manner not disruptive to the operation of the Property; provided however, City shall be entitled to conduct testing (including but not limited to underground testing such as borings or drive test piles) on the Property which may render a number of parking stalls unavailable so long as such work is conducted and parking stalls unavailability is limited to six (6) p.m. to six (6) a.m. Monday through Friday or during the weekend (with no time limits) after reasonable advanced notice is given to the County. City agrees to restore the Property to the condition prior to any such tests or inspections and shall protect, defend, and indemnify the County from and against any claims, construction or other liens or encumbrances arising out of or in any way connected with City’s exercise of this right of entry and shall cause any such liens or encumbrances to be promptly released. 11) Provision of Information and Records. Upon written request and notice provided as set forth in Section 15 (Notice), either party shall provide to the requesting party (at no cost) copies of any and all documents relating to the Property, prepared or created by any party or entity, if such documents are considered public records pursuant to RCW 42.56.010 and the providing party has possession or has a contractual right to receive such documents limited to: any and all easements, covenants, restrictions, agreements, or other documents that to the providing party’s knowledge would affect title to the Property that would not be or are not disclosed by a preliminary title commitment, leases, inspections, and any environmental assessment reports, memorandum, studies, surveys, statements and drawings, governmental correspondence, orders, requests for information or action and other legal documents that relate to the presence of Hazardous Substances (as that term is defined in the Purchase and Sale Agreement) on, in or under the Property; and any other information or material regarding the environmental condition or potential contamination of the Property, unless such documents are protected under law including attorney- client privilege, work product or exempt from public disclosure by law. Any actual knowledge in possession of the providing party that the Property has Hazardous Substances within its boundaries and/or emanating from the Property shall be disclosed, at no cost to the requesting party. Provided, however, that the unintentional failure to provide any information in this Section 11 shall not constitute a default under the terms of this Agreement. 12) Enforcement. 12.1 Default by County. This Agreement pertains to the conveyance of real property, the unique nature of which is hereby acknowledged by the Parties. Consequently, if County refuses or fails without legal excuse, or otherwise defaults in its obligations hereunder, and 5 provided that City is not in a condition of default regarding its obligations hereunder at that time, City shall have the right to elect one of the following remedies: (a) specific performance of this Agreement; or, alternatively, (b) to terminate this Agreement upon written notice to County, in which case neither party shall have any further obligations to the other hereunder, except for the indemnities expressly stated to survive hereunder. 12.2 Default by City. This Agreement pertains to the development of improvements to certain real property the unique nature of which is hereby acknowledged by the Parties. Consequently, if City refuses or fails without legal excuse and defaults in its obligations hereunder, and provided that County is not in a condition of default regarding its obligations hereunder at that time, County shall have the right to elect one of the following remedies: (a) specific performance of this Agreement; or, alternatively, (b) to terminate this Agreement upon written notice to City, in which case neither party shall have any further obligations to the other, except for the indemnities expressly stated to survive hereunder. 13) Other Commitments. County warrants that County has not entered into any other commitment, contract or option for sale of the Property. 14) Recordation. City shall have the right to record a Memorandum of Option Agreement in the form attached hereto as Exhibit “D.” County shall execute the Memorandum of Option concurrently with the execution of this Agreement and provide the same to City. City agrees to provide County with a document in recordable form sufficient to extinguish the Option if the City fails to exercise the Option, the form of which Extinguishment of Option is attached hereto as Exhibit “E.” Within seven (7) days of County providing the signed Option and Memorandum of Option to City, City shall execute the Extinguishment of Option and deliver the same to the County’s Legal Department. Failure by City to provide the executed Extinguishment of Option to County within the above described seven (7) days shall be a default under the terms of this Agreement. County shall not record the Extinguishment of Option unless expiration of the Option Term and any additional Extension of Option Term if applicable occurs. Recording of the Extinguishment of Option by County prior to expiration of the Option shall be a default under the terms of this Agreement. 15) Notice. Notice to any party shall be sent in writing and either personally delivered or sent by certified mail, postage prepaid, return-receipt requested, addressed to the party to be notified as follows: COUNTY: CITY: Skagit County City of Mount Vernon Attn: Skagit County Administrator Attn: Peter Donovan, Project Development Manager 1800 Continental Place, Suite 100 910 Cleveland Avenue Mount Vernon, WA 98273 Mount Vernon, WA 98273 Phone: (360) 416-1300 Phone: (360) 336-6256 Fax No.: (360) 416-1386 Fax No.: (360) 336-6299 E-Mail: admsrvcs@co.skagit.wa.us E-Mail: peterd@mountvernonwa.gov 6  With Copy to: With Copy to: Skagit County Prosecuting Attorney Office of City Attorney Attn: Melinda Miller, Civil Division Attn: Kevin Rogerson 605 S. Third Street 910 Cleveland Avenue Mount Vernon, WA 98273 Mount Vernon, WA 98273 Phone: 360-416-1600 Phone: 360-336-6203 Fax No.: 360-416-1649 Fax No.: 360-336-6267 Email: melindam@co.skagit.wa.us Email: kevinr@mountvernonwa.gov Any such notices shall be either (a) sent by certified mail, return receipt requested shall be deemed delivered three (3) days after deposit, postage prepaid in the U.S. mail, (b) sent by a nationally recognized overnight courier, in which case notice shall be deemed delivered when actually delivered pursuant to the records of such courier, (c) sent by facsimile transmission to the party and its counsel, receipt of which has been confirmed by telephone, and by regular mail, in which case notice shall be deemed delivered on the next Business Day following confirmed receipt, (d) hand delivered, in which case notice shall be deemed delivered on the date of the hand delivery, or (e) sent via electronic mail, provided that receipt of same is telephonically confirmed by the recipient or his or her assistant, in which case notice shall be deemed delivered when receipt is telephonically confirmed (provided that such confirmation is before 5:00 p.m. on a Business Day, and, if after such time, then on the next Business Day). Any notice given by counsel to a party shall have the same effect as if given by such party. The addresses and numbers above listed may be changed by written notice to be provided to the other party in accordance with this Section; provided, however, that no notice of a change of address or number shall be effective until actual receipt of such notice. 16) Time of Essence. Time is of the essence of this Agreement. 17) Governing Law; Jurisdiction. The construction, validity, meaning and effect of this Agreement shall be determined in accordance with the laws of the State of Washington. In the event any action is brought to enforce any of the provisions of this Agreement, the parties agree to be subject to the jurisdiction of the Skagit County Superior Court for the State of Washington or in the United States District Court for the Western District of Washington. 18) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 19) Captions; Headings. The captions and paragraph headings in this Agreement are intended for convenience of reference only and are not intended to define, limit or affect the interpretation or construction of any term or provision of this Agreement. 20) Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns. 7  21) Modification/Waiver. No modification, waiver, amendment or discharge of this Agreement shall be valid unless the same is in writing and signed by the party against which the enforcement of such modification, waiver, amendment, discharge or change is sought. Either party may specifically and expressly waive in writing any breach by the other party of any provision of this Agreement, but no such waiver shall constitute a further or continuing waiver of any preceding or succeeding breach of the same or any other provision. A waiving party may at any time thereafter require further compliance by the other party with any breach so waived. The consent by one party to any act by the other for which such consent was required shall not be deemed to imply consent or waiver of the necessity of obtaining such consent for the same or any similar acts in the future. No waiver or consent shall be implied from silence or any failure of a party to act, except as otherwise specified in this Agreement. 22) Entire Agreement. This Agreement, including all of the exhibits attached hereto, contains the entire agreement between the Parties relating to the transactions contemplated hereby and all prior or contemporaneous agreements, understandings, representations or statements, oral or written, are superseded hereby. 23) Neutral Construction. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the context may require. The parties hereby acknowledge and agree that each was properly represented by legal counsel and this Agreement was negotiated and drafted at arms’ length so that the judicial rule of construction to the effect that any ambiguities are to be construed against the drafting party shall be inapplicable in the interpretation of this Agreement. The provisions of this Agreement shall be construed as a whole according to their common meaning and consistent with the other provisions contained herein in order to achieve the objectives and purposes of this Agreement. 24) Severability. If any term, provision, covenant, clause, sentence or any other portion of the terms and conditions of this Agreement or the application thereof to any person or circumstances shall apply, to any extent, become invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect. 25) Survival. The indemnities contained in this Agreement shall survive the termination or expiration of this Agreement. Notwithstanding any provision of this Agreement to the contrary, all representations, obligations and warranties contained in this Agreement, and the exhibits attached hereto, shall survive the Closing and shall not merge with any deed delivered at a closing. 26) No Third Party Rights. Nothing in this Agreement, express or implied, is intended to confer upon any person, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement. No term or provision of this Agreement shall be for the benefit of any person, firm, organization or corporation not a party hereto, and no such other person, firm, organization or corporation shall have any right or cause of action hereunder, except as may be otherwise expressly provided herein. 8  27) Assignment/Transferability. City shall not have the right to assign or transfer any rights under this Agreement or any portion hereof without the written prior consent of County, which consent may be withheld by County for any reason. 28) Attorneys’ Fees. Should legal action be required to interpret or enforce any provision of this Agreement, the prevailing party shall be entitled, in addition to such other relief as may be granted, to be reimbursed by the other party for all costs and expenses incurred in connection therewith, including, but not limited to, reasonable attorneys’ fees and costs. 9 CITY: CITY OF MOUNT VERNON, a Political Subdivision of the State of Washington Jill Boudreau Mayor City of Mount Vernon Date: Attest By: Doug Volesky, Finance Director Date: Approved as to Form: Kevin Rogerson City Attorney Date: 10 STATE OF WASHINGTON ) ) ss. COUNTY OF SKAGIT ) I certify that I know or have satisfactory evidence that ____________________, ____________________, and/or _________________ is/are the person(s) who appeared before me, and said person(s) acknowledged that he/she/they signed this instrument, on oath stated that he/she/they was/were authorized to execute the instrument and acknowledged it as the _________________________________ of the City of Mount Vernon, to be the free and voluntary act of such party for the uses and purposes herein mentioned. DATED this ____ day of _______________, 2021. Printed Name: NOTARY PUBLIC in and for the State of Washington, residing at My commission expires: 11 COUNTY: DATED this _____ day of _______________, 2021. BOARD OF COUNTY COMMISSIONERS SKAGIT COUNTY, WASHINGTON Lisa Janicki, Chair Peter Browning, Commissioner Attest: Ron Wesen, Commissioner Clerk of the Board For contracts under $5,000: Authorization per Resolution R20030146 Recommended: County Administrator Department Head Approved as to form: Civil Deputy Prosecuting Attorney Approved as to indemnification: Risk Manager Approved as to budget: Budget & Finance Director 12 STATE OF WASHINGTON ) ) ss. COUNTY OF SKAGIT ) I certify that I know or have satisfactory evidence that Lisa Janicki, Peter Browning, and/or Ron Wesen is/are the person(s) who appeared before me, and said person(s) acknowledged that he/she/they signed this instrument, on oath stated that he/she/they was/were authorized to execute the instrument and acknowledged it as Commissioner(s) of Skagit County, to be the free and voluntary act of such party for the uses and purposes herein mentioned. DATED this ____ day of _______________, 2021. Printed Name: NOTARY PUBLIC in and for the State of Washington, residing at My commission expires: 13  AGENDA ITEM: I DATE: April 28, 2021 TO: Mayor Boudreau and City Council FROM: Councilmember Brocksmith SUBJECT: REQUEST FOR COUNCIL RESOLUTION RECOMMENDED ACTION: Adoption of the resolution is a City Council decision. INTRODUCTION/BACKGROUND: Councilmember Brocksmith has presented a draft resolution for City Council consideration opposing Imperial Metals Corporation’s exploratory mining permit and urging permanent protection of the Skagit River headwaters in British Columbia. The British Columbia, Canada provincial government is currently processing a 5-year exploration permit (0700195 – Giant Copper permit) requested by the Imperial Metals Corporation. Public comment is invited to be submitted to: Don Harrison, Senior Inspector of Mines, Permitting, BC Southwest Mines Division, P.O. Box 9395, STN PROV GOVT, Victoria, BC, Canada. In addition, comments will be submitted to The Honorable John Horgan, Premier of British Columbia, P.O. Box 9041 STV PROV GOVT, Victoria, B.C. V8W9E1 Canada ATTACHED: Resolution for consideration  RESOLUTION NO. ____ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MOUNT VERNON, WASHINGTON OPPOSING THE IMPERIAL METALS CORPORATION' S EXPLORATORY MINING PERMIT AND URGING PERMANENT PROTECTION OF THE SKAGIT HEADWATERS IN BRITISH COLUMBIA WHEREAS, the City of Mount Vernon is a non-charter code city pursuant to Chapter 35A.02 of the Revised Code of Washington, incorporated as a city in the State of Washington in 1890; and WHEREAS, In March 2019, the mining company Imperial Metals applied to the British Columbia, Canada, Ministry of Energy, Mines and Petroleum Resources to explore in the region of the Skagit River watershed for copper and gold deposits; and WHEREAS, the permit application by Imperial Metals is currently pending and available to public comment; and WHEREAS, the City of Mount Vernon has grave concern about Imperial Mining Corporation’s mining proposals in the upper Skagit River watershed area known as the “Donut Hole” and the impacts these proposals will have on our community, environment, and future. Specifically, the City is very concerned about the heavy metals and acidic water that could be released by mining effluent, which could introduce arsenic, copper, lead, aluminum, mercury, and other toxics into our water supply; and WHEREAS, the headwaters of the Skagit River originate in British Columbia and flow into Washington State through culturally and ecologically sensitive and important lands; and WHEREAS, the Skagit River watershed and its connected aquifers are the sources for City of Mount Vernon’s water supply; and WHEREAS, the Skagit River watershed and the adjacent North Cascades region, is a major recreation and tourism area which supports City of Mount Vernon’s economy; and WHEREAS, maintaining the quality and quantity of the water supply is of utmost importance to the City of Mount Vernon; and WHEREAS, the governments of British Columbia and Washington State have long recognized the interdependent nature of their decisions affecting their shared environment in the basin of Puget Sound and the Salish Sea; and NOW, THEREFORE, BE IT RESOLVED, by the Council of the City of Mount Vernon, Washington that due to the potential and significant risk to the Skagit River watershed, the City’s water supply, and the local economy posed by the potentially dangerous contaminating effects of mining operations, the City Council expresses its strong opposition to Imperial Metals' exploratory mining permit and potential mining in the Skagit River watershed. We further request the Province of British Columbia and the State of Washington work diligently to permanently protect the area in the headwaters known as the “Donut Hole” by extinguishing all mineral extraction and development rights. ADOPTED by the City Council on this ___ day of April, 2021. ________________________________ Jill Boudreau, Mayor Attest: ___________________________________ Doug Volesky, Finance Director Approved as to form: ___________________________________ Kevin Rogerson, City Attorney