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HomeMy WebLinkAboutAgenda Packet 10/23/2007 . ~ORTANGELES WAS H I N G TON, U. S. A. AGENDA CITY COUNCIL MEETING 321 East 5th Street October 23, 2007 SPECIAL MEETING 6 :00 pm AGENDA ITEM First ACTION REQUESTE:Q Page A. CALL TO ORDER - Special Meeting (6:00 p.m.) B. ROLL CALL PLEDGE OF ALLEGIANCE PUBLIC CEREMONIES/PRESENTATIONS 1. Recognition of Gary Stempin / Retiring Street B-1 1. Present Proclamation Superintendent C. PUBLIC HEARINGS - OTHER 1. Street Vacation - City of Port Angeles - 1. Conduct Public Hearing; Waive 2nd Peninsula Daily News - STV07-01 Reading; Adopt Ordinance D. FINANCE 1. Purchase and Sale Agreement of City Property 1. Approve Agreement 2. Waste Connections Washington Incorporated 2. Approve Agreement Settlement Agreement E. ADJOURNMENT . PUBLIC HEARINGS Public hearings are set by the City Council in order to meet legal requirements pertaining to matters such as land use permit applications, proposed amendments to City land use regulations, zoning changes, and annexations. In addition, the City Council may set a public hearing in order to receive public input prior to making decisions which impact the citizens. Certain matters may be controversial, and the City Council may choose to seek public opinion through the public hearing process. . NOTE: HEARING DEVICES AVAILABLE FOR THOSE NEEDING ASSISTANCE MAYOR TO DETERMINE TIME OF BREAK October 23, 2007 Port Angeles City Council Meeting Page - 1 ~ORTANGELES WAS H I N G TON, U. S. A. I. CITY COUNCIL SPECIAL MEETING CALL TO ORDER - SPECIAL MEETING: II. ROLL CALL: Members Present: Mayor Rogers Deputy Mayor Williams Councilmember Braun Councilmember Headrick Councilmember Munro Councilmember Petersen Councilmember Wharton Staff Present: Manager Madsen Attorney Bloor Clerk Upton G. Cutler T. Gallagher D. McKeen y. Ziomkowski ~ ~ ~o Jtt. ~ +- V/ V October 23, 2007 ~. III. PLEDGE OF ALLEGIANCE: Led by: ~Q'10l'Y'\,fi~.h~ ~^^O · FORTANGELES WAS H J N G TON, U. S. A. CITY COUNCIL SPECIAL MEETING Attendance Roster DATE OF MEETING: October 23.2007 LOCATION: City Council Chambers \2-- -- b q2.J)S - m~V\, T f!eQC' e UJof' 113~- tv. '3 _ I r; 0 ~ ST (s'77 )) (v- f"'rlt f2J. ~ 0 L Lv fI ( j) B" lO~,l\PeiT {() ( g-- C}I( y- d- ?:] LJ ' f J tI 51 f>..Ll J.-) 'D t.-J' / r J II t?/~, I 83 q 6 Ch 'P A- r 4hJ 0 (C:u, L I () e;}tlt( (I City of Port Angeles FORTPfGELES Ordinance/Resolution Distribution List WAS H I N G TON, U. S. A. City Council Meeting of October 23. 2007 Ordinance / ~.d~~ Resolution No. ~~~ -: -<;-r \J City Manager City Atty. (1) 1 V" Planning J V City Clerk (1) J/ Codifier (1) ,/ Personnel Cust. Svcs. Finance Dir./Mgr. Police Dept. Fire Dept. Light Dept. Parks & Rec. Pub. Works I V MRSC (1) J~ PDN (Summary) - Extra Copies ","1-~ '0 () IV' 1J..1J J/\~n lAm ~ ~ ..~ I TOTAL I q . . F:'.' 'Or R" '1'1);.' N"G""';E;."L" E"'.S"f ! o;r/' ) i ~ j /. I iI, r f" i. i , r1,.' ) "I,," . .,.J .... './.. :_~ .."j....1 u...' -" WAS H I N G TON, U. S. A. CITY COUNCIL MEMO DATE: OCTOBER 23, 2007 To: CITY COUNCIL SUE ROBERDS, PLANNING MA~ ,1 STREET V ACATlON PETITiON - STY 07-01 CITY OF PORT ANGELES/PENINSULA DAILY NEWS FROM: SUBJECT: Summanr: . Consideration of vacation of a portion of the Cherry Street right-of-way between the Front/First Street Alley and Front Street. Recommendation: . Council should waive the second reading of the ordinance and concur with the Planning Commission recommendation to vacate the subject right of way by adoption of the attached ordinance, citing 2 conditions, 11 findings and 3 conclusions attached to the ordinance in support of the action. Backl!:round: Per RCW 58.17, the City's Planning Commission conducted a public hearing in consideration of the submittal of a petition to vacate that pOliion of Cheny Street situated north of the north line of the Front/First Street Alley to the south line of Front Street on October 10; 2007. By unanimous vote, the Commission forwarded a recommendation of approval of the petition to the City Council subject to two conditions. An excerpt of the Planning Commission's minutes is attached to tillS memorandlUll. The subject Cheny Street right-of-way is a one block long, one way access between Front and First Streets. It is one of four (4) north/south tlu'ough routes between Front and First Streets in the Downtown. The short corridor's location at the extreme west end of the City's Downtown area near the apex of Front and First Streets makes the route a redundant collector with limited functionality. The proposed vacation will allow for the consolidation ofthe right-of-way with tile petitioner's adjoining propeliy in accordance with expected land management and development policies found in the City's Comprehensive Plan, specifically Land Use Map, Goal, Policies and Objective Goal,D, Policy 3 which reads "The City should vacate rights-of-way to facilitate retention of existing . businesses and location of new businesses where land assembly is necessCllY to achieve the desired urban design afthe City." Redevelopment of the adjacent property with the vacated right-of-way will enhance site development options such that the site is able to provide sUPPOliing off-street parking needs which will conespondingly reduce development impact on other Downtown parking areas. Use of the subject right.:of-way at present is largely by vehicles associated with the cmrerlt site use as a City facility. Consolidation of the properties therefore is an acknowledgment of the need for parking associated with the site use and should result in additional parking spaces. Futme development of the combined site should include an unimpeded link tlu-ough the site, such that access is not eliminated for pedestrian use between Front Street and the alley. C-1 Public testimony during the Planning ConID1ission's hearing indicated that the south one . half of Cherry Street is heavily used for off-street parking purposes in association with other business uses in the area that do not provide on site parking. The south one-half of Cherry Street will remain available for public parking purposes. Access through the alley will be llllintemlpted by the vacation action. Staffs report is attached for your reference and staff will be available for COlmnent. Attachments; Ordinance, conditions. findings, and conclusions Staff report Planning Commission Minutes excerpt C-2 . . ORDINANCE NO. AN ORDINANCE of the City of Port Angeles, Washington, vacating a p0l1ion of Cherry Street, in Port Angeles, Clallam County, Washington. WHEREAS, a petition is on file with the City of Port Angeles to vacate a portion of Cherry Street lying south of the south right-of-way afFront Street and north of the north right-of- way of the east-west alley in Blocks 13 and 14, Townsite of Port Angeles, Washington; and WHEREAS, street vacations are categorically exempt from the requirements of the State Environmental Policy Act (SEP A) rules as set forth in WAC 197-11-800(2)(h); and WHEREAS, a public hearing has been held by the City Council following public notice pursuant to Chapter 35.79 RCW; and . WHEREAS, vacation of the right-of-way appears to be of benefit to and in the interest of the public; and WHEREAS, the City Council finds $ per square foot to be the fair market value of the vacated right-of-way; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF PORT ANGELES DOES HEREBY ORDAIN as follows: Section 1 - Vacation. Subject to the terms and conditions of this ordinance, the following right-of-way, as depicted on Exhibit "A," is hereby vacated: That p0l1ion of Cheny Street abutting Lot 1, Block 13 and Lot 10, Block 14, Townsite of Port Angeles, Clallam County; Washington. . Reserving under the Grantee a 20 foot wide utility easement lying 10 feet on each side of the existing sanitary and storm sewer mains within that portion of the vacated Cherry Street right-of-way. Grantee shall have at all times the right to full and free ingress and egress over and across said utility easement for maintenance of said utilities. If, in the future, the right-of-way utility -1- C-3 .. easement is abandoned by the City, the right conveyed to the City of Port Angeles by this easement will thereupon revert back to the property owner( s) and this easement shall be void. Section 2 _ Conditions. The street vacation authorized by this ordinance is subject to the following conditions: A. The Grantor shall provide and maintain a 10- foot wide sidewalk for public use in that portion of said vacated Cherry Street. Said sidewalk will extend from the south margin of West Front Street right-of-way to the north margin of the First/Front alley right-of-way. No structures may be developed by Grantee within the easement area or to hinder pedestrian access across the site; and B. The vacated right-of-way shall be combined with the abutting property. Redevelopment ofthe combined site shall include adequate off-street parking for site activities. . Section 3 - Compensation. Pursuant to RCW 35.79.030, the compensation required for the vacation of this street is $ per square foot. Section 4 - Effective Date. This ordinance, being an exercise of a power specifically delegated to the City legislative body, is not subject to referendum. This Ordinance shall be effective only upon the payment of the required compensation. Upon that satisfaction, the City Clerk is hereby directed to publish this Ordinance and to file a certified copy with the Clallam County Auditor and the Clallam County Assessor. If full payment is not received within 90 days from the passing ofthis ordinance, then this ordinance will be deemed to be void and shall have no effect. . . -2- C-4 PASSED by the City Council ofthe City of Port Angeles at a regular meeting of said Council held on the day of October, 2007. ATTEST: MAYOR APPROVED AS TO FORM: Becky J. Upton, City Clerk PUBLISHED: William E. Bloor, City Attorney By Summary . G:\LellllLBackup\ORDIN ANCES&RESOLUTIONSIORDlNANCES.2007\2007-36.Cherry SI STY. I 00907. wpd . -3- C-5 C-6 . . . ~ a I , f"- a >~ ~ I I I. I. -- +-I ~ > +-I 0) 0) s- i +-I (j) ~ s- s- O) ..c () co 0) s- <( C o ~ / z.: !<,.. o ;:,- " C-7 C-8 . . . . . . . . CONDITIONS, FINDINGS AND CONCLUSIONS IN SUPPORT OF THE VACATION OF A PORTION OF CHERRY STREET- STY 07-01: Conditions: 1. Future development of the site shall include a utility corridor easement as required by the City's Public Works and Utilities Department and an unobstructed sidewalk for pedestrian access between First and Front Streets. No structures may be developed within the easement area or to hinder pedestrian access across the site. Site ingress and egress shall be as required by the City. 2. The vacated right-of-way shall be combined with the abutting property. Redevelopment of the combined site shall include adequate off-street parking for site activities. Findings: I. A petition requesting the vacation of that portion of the Cherry Street right-of-way situated immediately south of the First/Front alley abutting Lot 10, Block 14, and Lot 1, Block 13, Townsite OfP0l1 Angeles, Washington, was submitted on September 28,2007. The subject area is approximately 140' x 70' or 9,800 square feet in area. 2. RCW 58.17 requires the signatures of two thirds of abutting property owners in order for a petition for the vacation of public right-of-way to be considered valid. The subject petition is signed by 100% of the abutting property owners. 3. The subject area is zoned CBD Central Business District, and is largely developed as commercial and office uses. The CBD zone is primarily intended to strengthen and preserve the area commonly known as the Downtown for major retail buildings, service, financial, and other commercial operations that serve the entire community, the regional market, and tourists. 4. The City's entire Comprehensive Plan and Land Use Map were reviewed for consistency with the proposed vacation ofright-of-way. The Land Use Element Land Use Map, Goals, Policies, and Objectives Goal A, Goal D, Policy 3, Goal F, Objective 4 and the Economic Development Element Goal A, Policy 4, are relevant to the proposal. 5. The Port Angeles City Council's Real Estate Committee met on September 28,2007, to discuss the matter and established a value for the unopened right-of-way based on the value of surrounding property assessments a,t $9 per square foot. 6. The vacating of a street is categorically exempt from the State Environmental Policy Act (SEP A) review per Section 197-11-800 (2) (h) of the Washington Administrative Code. 7. The site was posted notifying the public of the proposed land use action consideration on September 27,2007. Legal publication appeared in the Peninsula Dailv News on September 30, 2007, informing those interested of a scheduled public hearing before the Planning Commission in the matter for October 10,2007, 6 p.m. 8. At its October 2,2007, regular meeting, the Port Angeles City COlillcil established a special public hearing date by resolution for action on the street vacation petition as October 23,2007,6 p.m. 9. The subject right-of-way provides a one-way access for traffic b,etween First and Front Streets. Given the development and access points of abutting properties, the right-of-way is not required for primary or secondary access to those properties and is situated approximately 300 feet from the furthest west line of the Downtown area. C-9 ~ORL1.ANGELES WAS H I N G TON, U. S. A. . COMMUNITY& ECONOMIC DEVELOPMENT TO: Plmming Cominissioners FROM: Scott K. J alms, Associate Plamler DATE: October 25, 2006 RE: STY 07-01 PETITIONERS/ OWNERS: City of Port Angeles and Peninsula Daily News REQUEST: Vacation of Cherry Street located between the First/Front alley and Front Street. . DEPARTMENT RECOMMENDATION: The Department of Community & Economic Development recommends that the Plmming Commission forward a recommendation of approval to the City Council of street vacation petition STY 07-01 based on the 2 conditions, 10 findings, and 3 conclusions found in Attachment A to tIllS staff report. BACKGROUND: A petition was filed requesting vacation ofthe portion of CheITY Street abutting Lot 10, Block 14, and Lot 1, Block 13, Townsite of Port Angeles, Washington. The petitioners own 100% of the abutting property. The subject right-of-way is not necessary for access to the applicant's properties or other properties in the area. Only one adjacent use, on the nOliheast portion of ChelTY Street, gains access from Cheny Street. Chelry Street does provide one of four north/south access points between First Street and Front Street in the downtown area. The right-of-way contains a sewer utility. DEPARTMENT REYIEW AND PUBLIC COMMENT: The Public Works and Utilities Department has no objection to the proposed street vacation. 1. ChelTY Street is a 70' developed right-of-way. 2. Utilities within the ChelTY SU'eet right-of-way consist of a smlitary sewer main on the east side of the travel roadway (20' utillty easement would be required to maintain the sanitary sewer main). There are also two stann drainage catch basins on the south side afFront Street at ChelTY Street. . C-10 I . . . Community and Economic Development ::ltatT Rel'''rl STY07-0J - City of Port Angeles & Peninsula ~ ;News October 10, 2007 Page 2 3. A right-of-way use pemlit was previously granted to the PDN allowing for alley closure west of Cherry Street. The Fire Department has no objection to the proposed street vacation. The Police Department made no comment on the proposed street vacation. The Dep8J.iment of Community & Economic Development: Zoning in the general area is CBD Central Business District 8J.ld is primarily developed as commercial use. Areas of potential impact of the proposal are summarized as follows: Traffic Patterns: Established traffic patterns in the area will be affected by the vacation, as the subject right-of-way does function as a through street in the downtown area. Cherry Street does provide direct access to the abutting property on the east side ofthe subject light-of-way proposed for vacation, however, direct access is also provided to that property from Front Street. The propelties on the west side of Cheny Street do not gain access from Cherry Street. Even though the lots abut the Cherry Street right-of-way, their only access is from either Front Street or First Street. Development Patterns: The proposal will not adversely impact existing development in the area. The vacation of the northem portion of Cherry Street will provide for a lot size that is more consistent with modem urban pl8J.ming and development needs. Existing pedestrian links through the site should remain as an element of redevelopment of the site. Environmentally Sensitive Areas: No environmentally sensitive areas in the vicinity of the proposed street vacation will be adversely impacted. The marine shoreline and the Valley Creek estuary are located nearby, but will not be impacted by the street vacation. Public Health, Safety, an.d Welfare: Vacation of the proposed right-of-way will not interfere with the public's health, safety, or welfare. While the street currently provides pedestrian access as well as vehicular access, pedestrian access C8J.l be addressed as p8J.t of future development of the site. PUBLIC NOTIFICATION: Notice of the petition filing was published in the Peninsula Dailv News on September 30, 2007. The site was physically posted on October 1,2007, reg8J.'ding the proposed action. At this writing, no COlIlments have been received. COMPREHENSIVE PLAN AND ZONING ORDINANCE: The subject property is designated Commercial (C) on the City's Comprehensive Plan Land Use Map, and CBD on the City's Zoning Map. The Comprehensive Plan and Land Use Map were reviewed in consideration of the proposed street vacation. Specific goals and policies fOl.U1d to be most releV8J.lt to the proposal are identified in Attachment B to tIns staffrepOlt. C-11 Commumty and ECOIlO1TI1C Dcvelopmcllt Statl" Kep'prt STV 07-01 - City of Pori Angcles & Pcninsula ,. '.Ncws Uctobcr I U, ;W(Y/ Page 3 ENVIRONMENTAL REVIEW: The vacating of a street is categorically exempt from the State Environmental Policy Act (SEPA) review per Section 197-11-800 (2) (h) of the Washington Administrative Code. This action constitutes a recommendation to the City Council. The City Council has scheduled a public hearing for consideration of the petition at a special meeting on October 23, 2007, 6 p.m. Attaclmlents: A - Condition, findings, and conclusions in support of street vacation B - Comprehensive Plan and Zoning Information C - Petition T:\STV\07-01 Cherry Street.doc C-12 " . . . ~ , . . C-13 Planning Commission A1inll/es October J 0, 2007 Page J PUBLIC HEARING: . STREET VACATION PETITION - STY 07-01 - CITY OF PORT ANGELES/PENINSULA DAILY NEWS: A petition for consideration of the vacation of a portion of the Cherry Street right-of-way between the north line of the First/Front Street Alley to the south line of the Front Street right-of-way. Associate Planner Scott Johns reviewed staffs report reconunending approval of the street vacation petition with conditions. After staff responded to valious questions regarding the street vacation process, Chair Beier opened the public hearing. Jerry Hendricks, 1024 West Sixth Street is a business owner in the Downtown. Mr. Hendricks wallted to place on the record that he is generally opposed to the vacation of rights-of- way because rights-of-way in the Downtown because they are difficult to obtain and serve a valuable purpose. He urged that serious thought be given to the resulting disruption of established traffic patterns, and whether the proposed vacation would result in redevelopment opportunities that would be wOlih the change to the community. However, he stated that he was not specifically objectionable to the proposal but urged caution. John Brewer, Peninsula Daily News, 305 West First Street stated that, as a party to the street vacation petition, he favors the vacation action but has no interest in purchasing any of the right-of-way but is palinering with the City in tlus effOlt. The vacation will not impact his business's use of the site nor will it hinder the ability to use the alley or parking areas south of the alley, which will remain as ullvacated Cherry Street. In response to a question from the Commission, Plalmer J alms explained that the street vacation process requires that at least two thirds of the abutting property owners agree to the . vacation in order for such a request to be valid. Responding to Commissioner Harris, Principal Plalmer Nathall West stated that vacation of the site allows for the adjacent propeliy including the right-of-way to be redeveloped in a malmer more in line with modem urball site design and promotes continued development of the al"ea. Attorney Bill Bloor added that redevelopment of the area including the right-of-way appeal-s to be in the public's interest and is hoped to be a catalyst for continued redevelopment and investment in the Downtown. Jerry White, 510 South Liberty owns a properiy at 233 West First Street, Port Angeles, and is opposed to the vacation stating that the vacation would kill his propeliy's value. He has no on site parking. His patrons rely heavily on, and prefer to parle along ChelTY Street. He stated with celtainty that the vacation would destroy his business and would negatively affect the businesses around his because on-street pal'king would be eliminated in the subject al-ea. He depends on Cheny Street for parking and without it, his business will suffer. He noted that trash is collected in alleys, and the proposed vacation will cause mmecessatyalley conflicts. John Miller, 2832 Mt. Pleasant Road asked what would happen to ChelTY Sheet south ofthe alley, alId how would traffic be redirected? Planner West responded to Conunissioner Reiss, that alley lTaffic would not be disrupted by the vacation. . Traffic would continue to travel through the FI:ont/First Alley and would continue to exit onto ChelTY Street south of the vacation area south to First Street. On- street parking on the south portion of Cheny Street would not be altered. . C-14 . I ! , I Planning Manager Sue Roberds noted that Cheny Street is not a parking lot, and should not be considered as such. It can provide on-street parking on a space available basis but should not be depended upon by businesses on a permanent basis. ParIcing along the south portion of Cherry Street would not be intenupted and a good deal of on-street parking is fOlmd along First Street, particularly west of Chen'y Street for public use. The historic grid system of platting severely restricts the development and redevelopment of properties in a more mban manner. The proposal could serve to stimulate more logical development that would not impact the already impacted parking issues in the Downtown. Debra Homenko, 311 East 10th Street cOlmnented that First Street west ofCheny Street is signed for two hour parking. In response to a question from Conunissioner Reiss as to the possibility ofnegotiating for parking areas east of the City's subject site, Plamler West noted that such negotiation is not possible because parking areas east of the subject site are dedicated to the Parking Business Improvement Area (PBIA) parking. The subject right-of-way offers the only potential to provide an enlarged site practical for contemporary urban development. There being no further comments or testimony, Chair Beier closed the public healing. Commissioner Reiss moved to recommend that the City Council approve the street vacation as proposed citing two conditions supported by the following findings and conclusions: Conditions: 4. 1. Future development of the site shall include a utility conidar easement as required by the City's Public Works alld Utilities Department and an unobstructed sidewalk for pedestrian access between First and Front Streets. Na structures may be developed within the easement area or to hinder pedestriall access across the site. Site ingress and egress shall be as required by the City. 2. The vacated right-of-way shall be combined with the abutting property. Redevelopment of the combined site shall include adequate off-street parking for site activities. Findings: 1. A petition requesting the vacation of that portion ofthe Cherry Street right-of-way situated immediately south of the FirstlFrant alley abutting Lot 10, Block 14, and Lot 1, Block 13, Townsite of Port Angeles, Washington, was submitted on September 28,2007. The subject area is approximately 140' x 70' or 9,800 square feet in area. 2. RCW 58.17 requires the signatures oftwo thirds of abutting property owners in order for a petition for the vacation of public right-of-way to be considered valid. The subject petition is signed by 100% of the abutting property owners. 3. The subject al'ea is zoned CBD Central Business District, and is largely developed as conuTIercial and office uses. The CBD zone is primarily intended to strengthen and preserve the area cOlmnonly known as the Downtown for major retail buildings, service, financial, alld other commercial operations that serve the entire conu11lmity, the regional market, alld tourists. The City's entire Comprehensive Plan and Land Use Map were reviewed for consistency with the proposed vacation ofright-of-way. The Lalld Use Element Lmld Use Map, Goals, Policies, and Objectives Goal A, Goal D, Policy 3, Goal F, Objective 4 and the Economic Development Element Goal A, Policy 4, are releVallt to the proposal. . . C-15 The POli Angeles City Council's Real Estate Conunittee met on September 28, 2007, to discuss the matter and established a value for the unopened right-of-way based on the value of surrounding property assessments at $9 per square foot. The vacating of a street is categorically exempt from the State Environmental Policy Act (SEPA) review per Section 197-11-800 (2) (h) of the Washington Administrative Code. The site was posted notifying the public ofthe proposed land use action consideration on September 27,2007. Legal publication appeared in the Peninsula Dailv News on September 30, 2007, informing those interested of a scheduled public hearing before the Planning Commission in the matter for October 10, 2007, 6 p.m. At its October 2,2007, regular meeting, the Port Angeles City Council established a special public hearing date by resolution for action on the street vacation petition as October 23,2007,6 p.m. The subject light-of-way provides a one-way access for traffic between First and Front Streets. Given tbe development and access points of abutting properties, the right-of-way is not required for primary or secondary access to those properties and is situated approximately 300 feet from the furthest west line ofthe Downtown area. Parking in the Downtown is largely provided through the PBIA. On street parking cannot be counted upon for any particular use because it is available for the public use. On street parking has been dedicated in the short term in the area for use by the City's Light Operations facility, which lacks adequate parking. New development is encouraged to provide adequate on-site parking. The City's Waterfront Trail system is located along Front Street in the subject area. CUlTent access to the Downtown area tlu'ough the subject corridor would allow continued pedesuian circulation tlrroughout the area in a positive manner. Conclusions: 5. 6. 7. 8. 9. 10. 11. A. As conditioned, consolidation of the right-of-way with the petitioner's property is in accordance with expected land management and development policies found in the City's Comprehensive Plan, specifically witl1 Land Use Map, Goal, Policies and Objective Goal D, Policy 3. Combination oftlle vacated right-of-way with the adjacent property will result in a building site that will allow greater use of a conm1ercial propeliy and will result in a lot size that is more consistent with modem urban planning and development needs. B. The proposal is consistent with the goals and policies of the City's Comprehensive Plan specifically Land Use Element Lind Use Map, Goals, Policies, and Objectives Goal A; Goal D, Policy 3; and Goal F, Objective 4; and Economic Development Element Goal A, Policy 4. Site development shall be consistent with the City's zoning standards. C. The right-of-way is one of four (4) nOlihlsouth tlu-ough routes between Front and First Su"eets, and is a redundant collectoi" with limited functionality. As conditioned, the proposed vacation will require that future development of the combined site include adequate off street parking and a pedestrian link between Front and First Streets through the site. As such, the vacation is in the public interest as it will allow for the redevelopment ofthe light-of-way with the abutting property in a il1aImer that will lessen C-16 . . . '\ the impact of future development of the site with regard to off street parking in the Downtown area. Commissioner Harris seconded the motion which passed 6-0. . . C-17 ~ ORDINANCE NO. AN ORDINANCE of the City of Port Angeles, Washington, vacating a portion of Cherry Street, in Port Angeles, Clallam County, Washington. WHEREAS, a petition is on file with the City of Port Angeles to vacate a portion of Cherry Street lying south of the south right-of-way of Front Street and north of the north right-of- way of the east-west alley in Blocks 13 and 14, Townsite of Port Angeles, Washington; and WHEREAS, street vacations are categorically exempt from the requirements of the State Environmental Policy Act (SEP A) rules as set forth in WAC 197 -11-800(2)(h); and WHEREAS, a public hearing has been held by the City Council following public notice pursuant to Chapter 35.79 RCW; and WHEREAS, vacation of the right-of-way appears to be of benefit to and in the interest of the public; and WHEREAS, the City Council finds $ per square foot to be the fair market value of the vacated right-of-way; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF PORT ANGELES DOES HEREBY ORDAIN as follows: Section 1 - Vacation. Subject to the terms and conditions of this ordinance, the following right-of-way, as depicted on Exhibit "A," is hereby vacated: That portion of Cherry Street abutting Lot 1, Block 13 and Lot 10, Block 14, Townsite of Port Angeles, Clallam County, Washington. Reserving unto the Grantee a 20 foot wide utility easement lying 10 feet on each side of the existing sanitary and storm sewer mains within that portion -1- \ of the vacated Cherry Street right-of-way. Grantee shall have at all times the right to full and free ingress and egress over and across said utility easement for maintenance of said utilities. If, in the future, the right-of-way utility easement is abandoned by the City, the right conveyed to the City of Port Angeles by this easement will thereupon revert back to the property owner(s) and this easement shall be void. Reserving unto the Grantee airspace rights above the vacated Cherry Street for the purpose of potential future overhead pedestrian walkways and other conveyances. Section 2 - Conditions. The street vacation authorized by this ordinance is subject to the following conditions: A. The Grantor shall provide and maintain a 10-foot wide sidewalk for public use in that portion of said vacated Cherry Street. Said sidewalk will extend from the south margin of West Front Street right -of-way to the north margin of the First/Front alley right -of- way. No structures may be developed by Grantee within the easement area or to hinder pedestrian access across the site; and B. The vacated right-of-way shall be combined with the abutting property. Redevelopment ofthe combined site shall include adequate off-street parking for site activities. Section 3 - Compensation. Pursuant to RCW 35.79.030, the compensation required for the vacation of this street is $ per square foot. Section 4 - Effective Date. This ordinance, being an exercise of a power specifically delegated to the City legislative body, is not subject to referendum. This Ordinance shall be effective only upon the payment of the required compensation. Upon that satisfaction, the City Clerk is hereby directed to publish this Ordinance and to file a certified copy with the Clallam -2- County Auditor and the Clallam County Assessor. If full payment is not received by February 15,2008 , then this ordinance will be deemed to be void and shall have no effect. P AS SED by the City Council of the City of Port Angeles at a special meeting of said Council held on the 23rd day of October, 2007. MAYOR ATTEST: APPROVED AS TO FORM: Becky 1. Upton, City Clerk PUBLISHED: William E. Bloor, City Attorney By Summary G:\Legal_ Backup\ORDINANCES& RESOLUTI ONS\ORD IN ANCES. 2007\2007-36. Cherry SI STY. 100907. wpd -3- cu Q) ~ <( c ~I ~ ObOt "A" Exhl I . ~ ("-, ",,- "'", "~ ........, Q) Q) ~ ........, Cf) ~ ~ ~ Q) ..c 0, ~ '::--"'" o '::--",~~ I ~, f'- "~_ o ',-. ~~ Cf) ,: o "- "co REAL EST A TE PURCHASE AND SALE AGREEMENT (Commercial Property) THIS AGREEMENT is made and entered into the day of October, 2007 between the City of Port Angeles, a municipal corporation of the State of Washington, hereinafter referred to as "Seller," and Cherry Hill Associates, a Washington general partnership organized under the laws of the State of Washington, or assigns, hereinafter referred to as "Purchaser." Purchaser agrees to purchase and Seller agrees to sell, on the following terms, Seller's interest in Lots 8, 9, and lOin Block 14, of the Townsite of Port Angeles, together with the entire vacated right-of-way of Cherry Street abutting the said Lot 10, situate in Clallam County, Washington (hereinafter referred to as "Property"). 1. dollars ($ PURCHASE PRICE. The total purchase price is ) payable as follows: All cash at closing (with credit for earnest money paid). 2. EARNEST MONEY. Purchaser agrees to deliver the earnest money of thirty eight thousand seven hundred fifty dollars ($38,750.00) in cash to the Closing Agent (Clallam Title) within three (3) days of mutual acceptance of this Agreement. The earnest money shall be applicable to the purchase price if the sale is completed. If Purchaser fails, without legal excuse, to complete the purchase of the property, the earnest money deposit made by the Purchaser shall be forfeited to the Seller as the sole and exclusive remedy available to the Seller for such failure. 3. CONVEY ANCE. Title shall be conveyed by statutory warranty deed. The deed shall be in the name of Cherry Hill Associates, a Washington general partnership, or related entity for similar purposes. 4. CONDITION OF TITLE. Title to the property is to be free of all encumbrances or defects except those that are disclosed in the Preliminary Commitment for Title Insurance and that do not render title unmarketable. The following shall not be considered encumbrances or defects in the title: (i) rights reserved in federal patents or stated deeds; (ii) building or use restrictions general to the area; and (iii) easements not inconsistent with the Purchaser's intended use. Seller shall order a Preliminary Commitment for Title Insurance to be issued by Clallam Title Company within thirty (30) days of the mutual acceptance of this Agreement. Conveyance of vacated Cherry Street shall be subject to -1- underground utility easements in existing utility corridors, a pedestrian sidewalk easement ten (10) feet in width, and an airspace easement for potential future overhead pedestrian walkways or other conveyances. 5. CONDITION OF PROPERTY. Seller makes the following representations and/or warranties regarding the condition of the Property: As Is. 6. CLOSING OF SALE. This sale shall be closed on or before the 15th day of February, 2008. The sale shall be closed by Clallam Title Company, (herein referred to as "Closing Agent"). Purchaser and Seller will immediately upon demand deposit with the Closing Agent all instruments and monies required to complete the purchase in accordance with this Agreement. "Closing" means the date on which all documents are recorded and the sale proceeds are available to Seller. 7. CLOSING COSTS AND PRORATION. Purchaser shall pay the title insurance premium, escrow fee, recording fee and all other related closing costs. No real estate excise tax is due on this transaction. Any applicable taxes for the current year and utilities and assessments shall be prorated as of closing. 8. TITLE INSURANCE. Seller shall provide, at Purchaser's expense, standard title insurance which will insure title subject to easements and restrictions of record. The preliminary commitment for title insurance, and the title policy to be issued, shall contain no exceptions other than those provided for in the preliminary commitment for title insurance acceptable to Purchaser as set forth above in Section 4. Purchaser shall conclusively be deemed to have accepted the condition of title unless the title company receives notice of Purchaser's objections within fifteen (15) days after the preliminary commitment for title insurance is received by or made available to Purchaser. If title cannot be made so insurable prior to the closing date, this Agreement shall thereupon be terminated as to the Purchaser and Seller unless any defects or encumbrances are waived by Purchaser. Seller agrees to pay any cancellation charge. 9. POSSESSION. Purchaser shall be entitled to possession upon the closing of this Purchase and Sale Agreement. 10. TIME Is OF THE ESSENCE. Time is of the essence of this Agreement. 11. DEFAULT AND ATTORNEY FEES. If either party defaults (that is, fails to perform the acts required of it) in its contractual performance, the nondefaulting party may seek specific performance pursuant to the terms of this Agreement, damages or rescission. In the event that either the Purchaser or Seller shall institute suit to enforce any rights hereunder, the successful party may be entitled to court costs and reasonable attorney fees. 12. CONTROLLING LA W AND VENUE. This Agreement shall be construed under the laws of the State of Washington. If either party commences an action to enforce rights under this contract, venue of such action shall lie in the Superior Court of Clallam County, Washington. -2- 13. NOTICE OF PURCHASER'S INTENT TO PURCHASE PROPERTY PURSUANT TO INTERNAL REVENUE CODE SECTION 1031. NOTICE. It is the intention of Purchaser to purchase the above-listed property pursuant to Internal Revenue Code Section 1031, which sets forth the requirements for tax -deferred real estate exchanges. Purchaser's rights under this Agreement shall be assigned to First American Exchange Company, qualified intermediary, for the purpose of completing such exchange. Seller of the above- listed Property consents to such assignment and agrees to cooperate with Purchaser and First American Exchange Company in a manner necessary to enable Purchaser to complete said exchange. Such cooperation shall be at no additional cost or liability to Seller. 14. MISCELLANEOUS PROVISIONS. (a) Complete Agreement. This Agreement and any addenda and exhibits to it constitute the full understanding between Purchaser and Seller regarding the sale of the Property. There are no verbal or written agreements which modify or affect this Agreement. (b) Counterpart Signatures. This Agreement may be signed in counterpart, each signed counterpart shall be.deemed an original, and all counterparts together shall constitute one and the same agreement. (c) Facsimile Transmission. Facsimile transmission of any signed original document and retransmission of any signed facsimile transmission, shall be the same as delivery of an original. At the request of either party, or the Closing Agent, the parties will confirm facsimile transmitted signatures by signing an original document. 15. CONTINGENCIES. The Purchasers shall have until November 1,2007, to determine the overall feasibility ofthe proposed project including, without limitation, economic feasibility, development feasibility for offeror's intended use and reasonable availability of permits for intended use. If Purchaser on or before November 1,2007, determines that the project is not feasible, then the Purchaser shall notify Seller in writing on or before November 1,2007, and this Agreement shall be rescinded. If Purchaser has not advised Seller in writing by November 1,2007, that Purchaser has determined the project is not feasible, this contingency shall be deemed expired and the Purchaser shall not thereafter have the right to rescind the Agreement based upon the feasibility contingency. 16. ASSIGNMENT. Notwithstanding any other term or provision hereof, the Purchaser may not assign its interest herein without the written consent of Seller. -3- 17. INDEPENDENT REVIEW. This Agreement was bargained for by the parties. Purchaser is represented by independent legal counsel. Purchaser agrees that rules of law requiring construction and interpretation against the drafter shall not apply in litigation regarding this Agreement. 18. ASSIGNED PARKING. Seller agrees to make available to Purchaser the western row of parking spaces in Lot 7, Block 14, Townsite of Port Angeles as assigned parking, subject to payment of usual and accustomed fees therefor. 19. STREETSCAPE. The parties agree to participate jointly and in good faith in the planning and development of sidewalk, landscaping and other streetscape improvements within the right of way of Front Street and vacated Cherry Street. The location and configuration of the reserved sidewalk easement shall be mutually agreed upon at a later date. If the parties cannot agree, the sidewalk easement shall be the westerly ten feet of the vacated Cherry Street. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above stated. SELLER: PURCHASER: By: Its: Date: By: Its: Date: G:ILEGALIREAL ESTATEILight Ops Bldg.Purchase & Sale AgmI.Ver2.102307.wpd (October 23. 2007) By: Its: -4- 4 . . . ~RT ANGELES WASHINGTON U.S.A. CITY COUNCIL MEMO DATE: October 23, 2007 To: CITY COUNCIL FROM: Glenn A. Cutler, Director of Public Works and Utilities SUBJECT: Waste Connections Washington, Incorporated - Settlement Agreement Summary: The City and Waste Connections Washington, Incorporated have reached a settlement agreement on outstanding claims related to the design and construction of the Regional Transfer Station and curbside recycling collection. Recommendation: Approve and authorize the Mayor to sign a settlement agreement for $700,000 with Waste Connections Washington, Incorporated and direct staff to transfer funds in the amount of $350,000 from the Solid Waste Collections Fund to the Transfer/Landfill Fund. Background/Analysis: The City contracted with Waste Connections Washington, Incorporated (WCWI) to design and construct the Regional Transfer Station to replace the landfill function under a design-build contract. The contract was awarded in April 2005 with a projected operational date of October 1, 2006. The project was completed on time and the transfer station became operational on January 2, 2007. Curbside collection commenced in the summer of2006. WCWI requested consideration for additional costs incurred for I) the delay in the commencement of operations from October 1,2006 to January 2, 2007, 2) unsuitable soils, 3) increased costs for construction materials due to adverse weather conditions, 4) increased costs associated with the larger than projected participation in the recycling curbside collection program,S) undocumented site conditions, 6) additional work directed by the City to extend utilities, 7) additional construction management costs due to the challenges associated with executing the project, and 8) additional costs associated with installing awnings on the Moderate Risk Waste Facility. Staff has negotiated a settlement and has reached a recommended agreement. The material terms of the settlement are: 1. The City will pay to WCWI as full and complete settlement and satisfaction of all claims and issues the sum of$700,000, to be paid in cash as soon as possible, but within 7 calendar days after City Council approval of a settlement agreement and release signed by WCWI. 2. WCWI is required to complete all outstanding construction work without additional compensation. This work shall be completed no later than July 31,2008. This work includes: - Demolition of the old scale house and scales and restoration of the area; C:\DOCUME-] \tpierce\LOCALS-1 \Temp\XPGrp Wise\ WCWI Settlement Memo.doe 0-1 October 23, 2007 City Council Re: WCWI Settlement Agreement Page 2 - Paving and relining of the road from the point north of the new scale house where new paving ended to the front entrance gate; - Paving, lining, and completion of the recycle area; and - Complete the MR WF awnings extensions. 3. WCWI is not required to demolish the Pole Barn. As part of the settlement, the City will not claim a credit against WCWI for deduction of this work. It is necessary to transfer $350,000 from the Solid Waste Collections Fund to the Transfer/Landfill Fund to ensure sufficient funds are available to make the settlement payment. Sufficient funds are in the Solid Waste Collections Fund. It is recommended that the Council approve and authorize the Mayor to sign a settlement agreement for $700,000 with Waste Connections Washington, Incorporated and direct staff to transfer funds in the amount of $350,000 from the Solid Waste Collections Fund to the Transfer/Landfill Fund. C:\DOCUME-I \tpierce\LOCALS-I\Temp\XPGrpWise\ WCWI Settlement Memo.doc 0-2 . . . . SETTLEMENT AND RELEASE AGREEMENT THIS SETTLEMENT AND RELEASE AGREEMENT (the "Agreement") is made and entered into this _ day of October, 2007, by and between the City of Port Angeles, a Washington municipal corporation, hereafter the "City", and Waste Connections of Washington, Inc., a Washington corporation, hereafter the "Contractor". For and in consideration ofthe payments made as described below and for other benefits to be derived herefrom, the Parties hereby recite, covenant and agree as follows: 1. The Parties entered into that certain Solid Waste Processing Facility Development and Management Services Agreement, dated April 5, 2005, as amended pursuant to that certain First Amendment, dated October 20,2005 (as amended, the "Services Agreement"). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Services Agreement. 2. One portion of the Services Agreement, referred to therein as "Service Component I", requires the Contractor to construct and then to operate a solid waste Transfer Station on property owned by the City. A number of issues have arisen between the Parties regarding the construction and operation ofthe solid waste Transfer Station. Such issues include claims by the Contractor relating to the cost of construction of the Transfer Station (the "Construction Claims") and claims by the Contractor relating to the City's postponement of the commencement of commercial operation ofthe Transfer Station from October 2,2006 to January 1,2007 (the "Commencement Claim"). Another portion of the Services Agreement, referred to therein as "Service Component IV", relates to the collection, processing and marketing of Recyclable Materials and issues have arisen between the Parties regarding the amount owed to the Contractor for curbside equipment cost overruns incurred prior to the date of this Agreement applicable to Service Component IV (the "Recycling Equipment Claim"). The Construction Claims, the Commencement Claim and the Recycling Equipment Claim which are listed in more detail on Exhibit A attached hereto (collectively, the "Mediation Claims") were all subject to a mediation between the City and Contractor that was held with Judicial Dispute Resolution before the Honorable George A. Finkle on July 12,2007 (the "Mediation"). 3. The Parties desire to settle all claims that were subject to the Mediation. After review and discussion, the City and the Contractor have reached a mutual compromise, settlement and accord and satisfaction of the Mediation Claims. For its part, the City shall pay to the Contractor the sum of $700,000 as soon as possible after the execution of this Agreement and, in any event, within seven days after City Council approval of this Agreement as signed by the Contractor. Of such amount $230,992.00 represents payment to the Contractor for the settlement of the Commencement Claim and the balance is for settlement of all other Mediation Claims. In exchange for such payment the Contractor has agreed to waive and release the City from any and all claims and causes of action for compensation owed relating to or arising from the Mediation Claims. {00004015.DOC.2} - 1 - 4. Accordingly, for and in consideration of the payment described in Section 3 and these agreements, each Party does hereby waive and release the other from, and does hereby acknowledge the full and complete settlement and satisfaction of any and all claims, causes of actions, damages, demands and rights of each Party and its agents and employees arising from or relating to the Mediation Claims. 5. The City and Contractor confirm that, notwithstanding this Agreement and the settlement described herein, the Contractor shall complete, no later than July 31,2008, and without additional compensation the demolition of the old scale house and scales and restoration of that area of the Transfer Station Site, the paving and relining of the road from the point north of the new scale house where new paving ended to the front gate and the paving, lining and completion of the recycling area at the Transfer Station site. The City and Contractor agree that the Contractor is not required to demolish the Pole Barn on the site and the City will not claim a credit against any amount owed to the Contractor for the deduction of that work. Final Acceptance of construction of the solid waste Transfer Station shall occur pursuant to the terms of the Services Agreement upon the Contractor's completion of the work described in this Section 5; provided that, the City and Contractor hereby agree that all work on the Transfer Station, other than the work described in this Section 5, has been completed as required under the Services Agreement to the satisfaction of the City. 6. The 20 year Term described in Section 4.1 of the Services Agreement remains unchanged, and runs from October 2,2006 through and including October 1,2026. For purposes of the Services Agreement, including but not limited to calculating the annual adjustments to Service Fees described in Sections 17.2 and 17.3 thereof and the related Forms of Exhibit A thereto, the Commercial Operations Date for Service Components I-III, V and VI shall be deemed to be October 2, 2006. The Commercial Operations Date for Service Components IV is and shall remain July 1,2006. 7. This is a compromised settlement of a disputed claim, and this shall not be deemed or construed as an admission of liability on the part of either Party. 8. Parties. This settlement and satisfaction shall be binding upon the successors in interest to the 9. Preservation of Contract Rights, Warranties and Obligations. Except as specifically released in this Agreement, the City reserves all of its rights under the Services Agreement, case law or statute, including without limitation the warranties covering the services, labor and materials of the Contractor and its subcontractors and suppliers. Said rights of the City, and warranties and obligations of the Contractor, shall survive this Agreement. 10. Limitation on Release. Notwithstanding the release provision of paragraph 4 herein, nothing contained in this Agreement shall serve to release any of the parties from any obligations created by or which continue under the terms of this Agreement other than those obligations that are specifically released in this Agreement. {000040 15.o0C.2} - 2 - 11. Dispute Resolution. In the event of disputes arising in the enforcement of this Agreement, such disputes shall be submitted to the mediator, Honorable George A. Finkle, or ifhe is unavailable, a mutually-agreed arbitrator, for binding arbitration. 12. Authority to Execute. The parties to this Agreement represent and warranty that they have the sole right and exclusive authority to execute and enter into this Agreement and receive the consideration therefor, and that no party has sold, assigned, transferred, conveyed or purported to sell, assign, transfer, conveyor otherwise dispose of, any claim or demand relating to any matter covered by this Agreement. 13. Execution of Documents. The parties to this Agreement agree to promptly undertake any and all actions and execute any and all documents reasonably necessary to effectuate the terms, conditions, purposes and aims of this Agreement. 14. Attorneys' Fees. In the event that suit is brought to enforce or interpret any part of this Agreement, the prevailing party of such suit shall be entitled to recover its reasonable costs and attorneys' fees in an amount to be fixed by the arbitrator. 15. Amendments to be in Writing. This Settlement Agreement may not be altered, amended, modified or changes in any respect or particular whatsoever, except by a writing duly executed by all parties to this Settlement Agreement. [Balance of page is intentionally left blank. Signatures are on the following page.] {00004015.DOC.2} - 3 - Dated this 23 day of October, 2007. CITY OF PORT ANGELES By: Mark E. Madsen, City Manager Approved as to form: By: Attest: By: William E. Bloor, City Attorney Becky 1. Upton, City Clerk {00004015DOC.2) WASTE CONNECTIONS OF WASHINGTON, INC. By: Print Name: Title: - 4 - STATE OF WASHINGTON) ) ss. COUNTY OF CLALLAM ) I certify that I know or have satisfactory evidence that Mark E. Madsen 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 City Manager of the CITY OF PORT ANGELES, a Washington municipal corporation, to be the free and voluntary act and deed of said party for the uses and purposes mentioned in the instrument. Dated: [Seal or Stamp] Notary Public [Printed Name] My appointment expires STATE OF WASHINGTON) ) ss. COUNTY OF ) I certify that I know or have satisfactory evidence that is the person who appeared before me and said person acknowledged that _ signed this instrument, on oath stated that _ was authorized to execute the instrument and acknowledged it as the of WASTE CONNECTIONS OF WASHINGTON, INC., a Washington corporation, to be the free and voluntary act and deed of said party for the uses and purposes mentioned in the instrument. Dated: [Seal or Stamp] Notary Public [Printed Name] My appointment expires {00004015.DOC.2} - 5 - EXHIBIT A DETAILS OF MEDIATION CLAIMS CONSTRUCTION CLAIMS 1. Price Escalations Steel Work - Metal Bldg Steel Work - Metal Doors Steel Work - Misc Metals Concrete Wark - Earthwork $219,818 $ 13,926 $ 45,347 $230,407 $104,801 2. Unsuitable Soils Trench Backfill Scale Embankment Pavement Sub grade - Pit Run Pavement Subgrade - Quarry Spalls Geotextile for Scale Embankment Compost Area Excavation & Backfill Surveying & Engineering Credit from Scale Fill from Stockpile $ 66,445 $304,032 $ 36,229 $ 48,462 $ 43,459 $ 17,155 $ 5,718 ($57,183) 3. Challl.?:es to Scope of Work Firing Range Berm Relocate Scales and Scale House Relocate Recycling Area Utility Extensions Scale Software $ 8,438 $ 16,869 $ 72,479 $ 26,607 $ 43,793 4. Undocumented Site Conditions Undocumented Refuse Landfill Base Mapping Water & Electrical Services Inaccurate Topo Mapping $ 10,145 $ 37,085 $ 17,134 $ 8,578 {000040 15. 00C.2 } - 6 - 5. Additional Costs Scale Embankment Technical Support $ 12,020 $ 87,600 6. Additional Compensation: Mise Punehlist items per Eddie Westmoreland letter of 11/9/2006 Handrail between road and handicap parking space $ 9,000 MR WF Extended Roof Overhang $ 42,493 Top-loading chute debris spill prevention collar undetermined COMMENCEMENT CLAIM 1. Additional Compensation: Landfill SW Oct - Dee 2006 per David Myre Email of 11/13/06 Depreciation Interest Sales G&A Earnings Before Taxes (EBT) $ 55,794 $ 21,198 $ 23,000 $131,000 RECYCLING EQUIPMENT CLAIM 1. Additional Compensation: Curbside Equip Overruns per Eddie Westmoreland email of 11/912006 Cost for the procurement of additional recycle bins and vehicles due to larger number of subscribers for services $189,000 {00004015.DOC.2} - 7 -