HomeMy WebLinkAboutLLA2019-001 - Original - Install & Maintain Permeable Activated Carbon Wall RETURN ADDRESS:
STOEL RIVES LLP
600 University Street, Suite 3600
Seattle, WA 98101
ATTN: Michael D. Kuntz
Document Title: Limited License Agreement
Grantor: City of Kent, a Washington municipal corporation
Grantee: G/R Meeker Street LLC, a Washington limited liability company
Abbreviated Legal Description: Lots 1, 2 and 3, City of Kent Short Plat
Number SP-84-8 (SPC-85-2)recorded under King County Recording
No. 8503211054
Complete Legal Description is attached as Exhibit"A"
Assessor's Property Tax Parcel/Account Numbers: 232204-9034; 232204-9084 and
232204-9085
103980175.7 0069411-00004
LIMITED LICENSE BETWEEN
THE CITY OF KENT AND
PARTIES
THIS LIMITED LICENSE ("License") is between the CITY OF KENT, a
Washington Municipal Corporation ("City"), and G/R MEEKER STREET LLC, a
Washington limited liability company ("Licensee").
RECITALS
A. Licensee seeks to install and maintain a permeable activated carbon wall
("PACW") in City Right-of-Way along the north property boundary of
King County Parcel Numbers 2322049034, 2322049084 and
2322049085, located at 24615 641" Avenue South in the City of Kent
and legally described in Exhibit A attached hereto (Licensee Property).
B. The installation of the PACW is planned to reduce the potential for future
contamination of soil and groundwater beneath Licensee Property by
passively treating petroleum-contaminated groundwater originating
from a former Shell gas station located to the north of Licensee Property
at 1637 West Meeker Street (Shell site) and passing through the City
right-of-way commonly known as West Meeker Street.
C. Licensee is in the process of cleaning up the petroleum contamination
that has migrated onto Licensee Property, concurrent with ongoing
construction activities to build multi-family housing. Licensee asserts
that installation of the PACW will prevent the recontamination of the
Licensee Property.
D. The State of Washington Pollution Liability Insurance Agency (PLIA) has
issued an advisory opinion requiring that engineering controls such as
the PACW be installed in the Right-of-Way in order for Licensee to obtain
a "Property-specific No Further Action determination" from PLIA.
E. Licensee has requested that the City grant a license to use City Right-
of-Way to install the PACW in accordance with permit plans on file with
the City.
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103980175,7 0069411-00004
F. The City has agreed to issue this license.
NOW, THEREFORE, THE CITY AND LICENSEE AGREE AS FOLLOWS:
LICENSE
1. License Granted. The City grants this License ("License") for an initial
period of 10 years from the Effective Date (the "Term") for Licensee to install a PACW
at 24615 64th Avenue South ("Premises") across, along, in, upon, and under the City's
right-of-way described in Exhibit B ("Right-of-Way"). This License shall
automatically renew for additional 10-year renewal terms (each 10-year renewal
term upon the same terms and conditions) unless terminated as provided in Section
4 of this License. The plans and specifications for the PACW are attached as Exhibit
C (referred to as "Improvements" or "PACW" throughout). This License is subject to
all the terms and conditions established below.
2. Installation/Construction of the PACW. Licensee shall be
responsible for the proper handling and disposal of material excavated as part of
construction of the PACW, and Licensee or its contractor shall be listed as the
generator on any manifests for such material.
3. Damage to Right-of-Way and Restoration.
3.1 Licensee shall repair any damage to the Right-of-Way caused by the
installation, construction, operation, maintenance, removal, repair, reconstruction,
replacement, use, and inspection of the Improvements on the Right-of-Way.
Licensee shall also repair any damage to the Right-of-Way caused by any actions
taken by Licensee to monitor performance of the PACW.
3.2 Upon revocation, termination, or expiration of this License, Licensee
may abandon the Improvements in place, unless the existence of the Improvements
materially and adversely impacts the use or enjoyment of the Right-of-Way by the
City or the Improvements prevent the partial or full cleanup of the petroleum-
contaminated soil or groundwater from the former Shell gas station within the Right-
of-Way as defined in this Agreement or within the surrounding City right-of-way, in
which event, at the request of the City, Licensee shall remove the Improvements and
restore the Right-of-Way to its original condition prior to the issuance of the License.
Such restoration obligation shall survive the expiration of this License.
4. Revocation and Termination. The intent of this License is to
authorize Licensee to install the PACW in the Right-of-Way, which constitutes a
valuable property interest owned by the City. This License does not grant an estate
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103980175J 0069411-00004
in the land described as the Right-of-Way; it is not an easement; it is not a franchise;
it is not exclusive; and it does not exclude the City from exercising its rights in the
Right-of-Way. As a License upon real property, it is revocable at the will of the City.
However, the City agrees that it will not revoke this License unless (i) the PACW is
not effective in preventing recontamination of the Licensee Property; (ii) the
Improvement materially and adversely impacts the use or enjoyment of the Right-
of-Way by the City; (iii) the Improvements prevent the partial or full cleanup of the
petroleum-contaminated soil or groundwater from the former Shell gas station within
the Right-of-Way as defined in this Agreement or within the surrounding City right-
of-way; or (iv) Licensee fails to comply with Section 5. Further, prior to termination
or revocation by the City, the City shall provide Licensee with at least 180 calendar
days' written notice of termination or revocation. Upon receipt of such notice from
the City, and if the termination is as a result of the Improvements materially and
adversely impacting the use or enjoyment of the Right-of-Way by the City or
preventing the partial or full cleanup of the petroleum-contaminated soil or
groundwater from the former Shell gas station within the Right-of-Way as defined in
the Agreement or within the surrounding City right-of-way, Licensee shall be required
to remove all Improvements and restore the Right-of-Way pursuant to Section 3. If
Licensee is required to remove the Improvements but fails to do so within the allotted
time, the City may remove all or part of the Improvements, restore the Right-of-
Way, and recover the costs of such removal and restoration from Licensee. Licensee
waives any right it may have to any claim for damages of any kind incurred as a
result of the City's removal of all or part of the Improvements, other than the liability
of the City, if any, under applicable state or federal law due to the presence of
hazardous substances or contamination in the Right-of-Way and the migration of
such hazardous substances or contamination onto Licensee's Property .
5. Permits Required. The City's grant of this License does not release
Licensee from any of its obligations to obtain applicable local, state, and federal
permits necessary to install, construct, operate, maintain, remove, repair,
reconstruct, replace, use, and inspect the Improvements. Licensee's failure to
comply with this Section 5 shall constitute grounds for revocation by the City.
6. Maintenance. Licensee shall maintain the Improvements and the
below ground portions of the Right-of-Way under which the Improvements are
installed in a safe condition to the satisfaction of the City and at Licensee's sole cost.
Licensee shall promptly make repairs at Licensee's cost, as necessary, to ensure the
Improvements and below ground portions of the Right-of-Way under which the
Improvements are installed are kept in good condition to the satisfaction of the City.
7. Emergency. In the event of any emergency in which any portion of
the Improvements breaks, becomes damaged, or in any other way becomes a danger
to the property, life, health, or safety of any individual, Licensee shall immediately
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103980175.7 0069411-00004
take the proper emergency measures to remedy the dangerous condition without
first applying for and obtaining a permit as required by this License. However, this
emergency work shall not relieve Licensee from its obligation to obtain all permits
necessary for this purpose, and Licensee shall apply for those permits within the next
two (2) succeeding business days.
S. Information and Records. Licensee shall supply and maintain
updated, at no cost to the City, any information reasonably requested by the City to
coordinate its functions with the Licensee's Improvements and fulfill its municipal
functions under state law and City code. This required information may include, but
is not limited to, maps, plans, testing results, and as-built drawings of the
Improvements.
9. Indemnification. Licensee shall comply with the following
indemnification requirements:
9.1 Licensee shall defend, indemnify, and hold the City, its officers,
officials, employees, agents, assigns, and volunteers harmless from any and all
claims, actions, injuries, damages, losses, or suits, including all reasonable legal
costs, witness fees, and attorney fees, arising out of or in connection with the
performance of any of Licensee's rights or obligations granted by this License, except
to the extent caused by the sole negligence of the City, its employees, agents,
contractors, or invitees. Further, Licensee's indemnification of the City under this
Subsection 9.1 shall include, but not be limited to, any and all claims, actions,
injuries, damages, losses, or suits arising out of or in connection with i) the
performance of the PACW in preventing recontamination of the Licensee Property, ii)
the generation, handling and disposal of hazardous substances in the installation and
operation of the PACW, and iii) changes in the nature and extent of hazardous
substances due to change in subsurface conditions created by the PACW. However,
for purposes of clarity, the foregoing indemnity does not extend to the liability of the
City, if any, under applicable state or federal law due to the presence of hazardous
substances or contamination in the Right-of-Way and the migration of such
hazardous substances or contamination onto Licensee's Property.
9.2 The City's inspection or acceptance of any of Licensee's work
when completed shall not be grounds to avoid any of these covenants of
indemnification.
9.3 These indemnification obligations shall extend to any claim,
action or suit that may be settled by compromise, provided that Licensee shall not
be liable to indemnify the City for any settlement agreed upon without the consent
of Licensee; however, if Licensee consents to the agreed upon settlement, the
Licensee shall indemnify and hold the City harmless as provided for in this Section 9
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(between City of Kent and G/R Meeker LLC)
103980175 7 0069411-00004
by reason of that settlement. Moreover, if Licensee refuses to defend the City against
claims by third parties, Licensee shall indemnify the City regardless of whether the
settlement of such claims is made with or without Licensee's consent.
9.4 In the event that Licensee refuses to accept tender of defense in
any claim, action, or suit by a third party pursuant to this Section 9 and if Licensee's
refusal is subsequently determined by a court having jurisdiction (or such other
tribunal that the parties shall agree to decide the matter) to have been a wrongful
refusal, then Licensee shall pay all the City's costs for defense of the action, including
all reasonable legal and administrative costs, witness fees, and attorney fees and
also including the City's costs, including all legal and administrative costs, witness
fees and reasonable attorney fees, for recovery under this Section 79 indemnification
clause.
9.5 The provisions of this Section 9 shall survive the expiration or
termination of this License.
10. Insurance. Licensee shall procure and maintain for the duration of this
License, insurance of the types and in the amounts described below against claims
for injuries to persons or damage to property that may arise from or in connection
with the performance of the work by Licensee. Licensee also agrees to require the
same coverage of its agents, representatives, employees, contractors,
subcontractors, consultants, subconsultants, or assigns performing work under the
scope of this License and to assure that such coverage is
10.1 Before beginning work to install the Improvements described in
this License, Licensee shall provide a Certificate of Insurance evidencing:
10.1.1 Automobile Liability insurance with limits no less
than $1,000,000 combined single limit per accident for bodily injury and property
damage; and
10.1.2 Commercial General Liability insurance written on an
occurrence basis with limits no less than $3,000,000 combined single limit per
occurrence and general aggregate for personal injury, bodily injury and property
damage. Coverage shall include but not be limited to: blanket contractual;
products/completed operations/broad form property damage; explosion, collapse
and underground (XCU); and employer's liability.
10.1.3 Excess Liability insurance with limits not less than
$2,000,000 per occurrence and aggregate.
10.1.4 Contractor's Pollution Liability insurance covering
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103980175 7 0069411-00004
losses caused by pollution conditions that arise from the operations of any Contractor
doing work on behalf of Licensee, in the City's right-of-way. Contractor's Pollution
Liability insurance shall be written in an amount of at least $2,000,000 per loss, with
an annual aggregate of at least $2,000,000. Coverage may be written on a claims-
made basis.
10.2 Any payment of deductible or self-insured retention shall be the
sole responsibility of Licensee.
10.3 The City, its officers, officials, employees, agents, assigns and
volunteers shall be named as an additional insured on the insurance policy, as
respects work performed by or on behalf of the Licensee and shall make its
endorsement available for inspection by the Licensor. Licensor waives no rights and
Licensee is not excused from performance if Licensee fails to provide Licensor with a
paper copy of the endorsement naming the City as an additional insured.
10.4 Licensee's insurance shall contain a clause stating that coverage
shall apply separately to each insured against whom claim is made or suit is brought,
except with respects to the limits of the insurer's liability.
10.5 Licensee's insurance shall be primary insurance as respects the
City, and the City shall be given thirty (30) calendar days prior written notice
electronically and by United States mail of any cancellation, suspension or material
change in coverage.
11. Modification. This License may not be modified, altered, or amended
unless first approved in writing by the City.
12. Assignment. Licensee shall not assign all or any portion of its rights,
benefits, or privileges, in and under this License independent of or separate from the
Licensee Property without prior written approval of the City, which approval will not
be unreasonably withheld or delayed. Licensee shall, no later than 30 days prior to
the date of any proposed assignment, file written notice of intent to assign the License
with the City together with the assignee's written acceptance of all terms and
conditions of the License and promise of compliance. Notwithstanding the foregoing,
Licensee shall have the right, without such notice or such written acceptance, to
assign this License to any successor owner of the Licensee Property and to encumber
its rights, benefits, and privileges in and under this License to any lender providing
financing with respect to the Licensee Property, the trustee for its bondholders for
any financing with respect to the Licensee Property. Licensee may also assign this
License to any subsidiary, parent, affiliate or company having common control with
Licensee so long as notice of same is provided to the City and provided, to the extent
such assignment requires the consent of the City as provided above, Licensee
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(between City of Kent and G/R Meeker LLC)
103980175 7 0069411-00004
remains fully liable to the City for compliance with all terms and conditions of this
License until such time as the City shall consent to such assignment.
13. Compliance with Laws. Licensee shall comply with all federal, state,
and municipal laws, rules, and regulations that are applicable to this License.
14. Venue and Jurisdiction. This License shall be construed in accordance
with the laws of the State of Washington. Venue and jurisdiction for the resolution
of disputes shall be in the Superior Court for King County, Washington. In the event
of claim or litigation regarding the enforcement of the terms of this License, each
party shall be responsible for its own legal costs and attorney fees except as noted
in Section 9.
15. Notices. All notices, requests, demands, or other communications
provided for in this License, unless otherwise noted, shall be in writing and shall be
deemed to have been given when sent by registered or certified mail, return receipt
requested, to the addresses listed below for each party, or to such other person or
address as either party shall designate to the other party in writing:
CITY: LICENSEE:
City of Kent G/R Meeker Street LLC
Attn: City Clerk Goodman Real Estate Inc.
220 Fourth Avenue South 2801 Alaskan Way, Suite 310
Kent, WA 98032 Seattle, Washington 98121
Attn: George Petrie and John
With a Copy to: Goodman
Law Department
220 Fourth Avenue South
Kent, WA 98032
16. No Waiver of Rights. Nothing in this License shall constitute a waiver
of either party's right to challenge any portion of the License that is not in accordance
with applicable federal, state and local laws.
17. Runs With the Land; Binding Covenant. The covenants,
conditions, restrictions, obligations and liabilities of the Licensee under this
License Agreement are not personal, but run with, are binding upon and a
covenant affecting the Licensee Property. As such, the City may enforce the
covenants, conditions, restrictions, obligations and liabilities of the Licensee
under this License Agreement against the owner of the Licensee Property and
its successors and assigns.
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(between City of Kent and G/R Meeker LLC)
103980175 7 0069411-00004
18. Entire Agreement and Effective Date. This License contains the
entire agreement between the parties and, in executing it, the City and Licensee do
not rely upon any statement, promise, or representation, whether oral or written, not
expressed in this License. This License shall be effective upon the last day executed
below (Effective Date).
19. Warranty of Authority to Execute. Each person executing this
License warrants that he/she has the requisite authority to bind the party for whom
that person is executing.
(signature page follows)
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(between City of Kent and G/R Meeker LLC)
103980175.7 0069411-00004
This License is executed and shall become effective as of the last date signed
below.
CITY OF KENT G/R MEEKER STREET LC
By: By: GRE M k r St C, Manager
Print Name: Dana Ra ph
Its: Ma o
Date:Tfi�'1
By:
n Good n ager
Date: °l
LIMITED LICENSE--Page 10 of 15
(between City of Kent and G/R Meeker LLQ
103980175J 0069411-00004
STATE OF WASHINGTON )
: ss.
COUNTY OF KING )
I hereby certify that I know or have satisfactory evidence that Dana Ralph is the
person who appeared before me, and said person acknowledged that she signed this
instrument, on oath stated that she is authorized to execute the instrument on behalf
of the City of Kent as its Mayor, and such execution to be the free and voluntary act of
such party for the uses and purposes mentioned in the foregoing instrument.
-Notary Seal Must Appear Within This Box-
IN WITNESS WHEREOF, I have hereunto set my hand and official seal
the day and year first above written.
01
Ik
NOTARY PUBLIC, in and for the State
N; A& �� /2 of Washington, residing at �6
;A �i, eu 0
% A 18.ZOs A My appointment expires
LIMITED LICENSE--Page 11 of 15
(between City of Kent and G/R Meeker LLC)
103980175.7 0069411-00004
STATE OF WASHINGTON )
: ss.
COUNTY OF KING )
I hereby certify that I know or have satisfactory evidence that John Goodman is
the person who appeared before me, and said person acknowledged that he/she signed
this instrument, on oath stated that he/she is authorized to execute the instrument as
the Manager of GRE Meeker Street LLC, the manager of G/R Meeker Street LLC, and
such execution to be the free and voluntary act of such party for the uses and purposes
mentioned in the foregoing instrument.
-Notary Seal Must Appear Within This Box-
IN WITNESS WHEREOF, I have hereunto set my hand and official seal
the day and year first above written.
or
I ,
Ir
AV
of 11NOTAR PUBLIC, in and for the State
00 i r......, of Washington, residing at WA
;N,��I Atl6L1C ` My appointment expires D 3 - 1 o — a
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(between City of Kent and G/R Meeker LLC)
103980175 7 0069411-00004
EXHIBIT A
LEGAL DESCRIPTION OF THE LICENSEE PROPERTY
Lots 1, 2 and 3, City of Kent Short Plat Number SP-84-8 (SPC-85-2) recording under
Recording No. 8503211054, in King County, Washington; except that portion
conveyed to the City of Kent under deed recorded under King County Recording No.
20190123000547
LIMITED LICENSE--Page 13 of 15
(between City of Kent and G/R Meeker LLC)
103980175 7 0069411-00004
EXHIBIT B
Depiction of City Right of Way
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(between City of Kent and G/R Meeker LLC)
103980175.7 0069411-00004
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EXHIBIT C
Plans and Specifications for PACW
LIMITED LICENSE--Page 15 of 15
(between City of Kent and G/R Meeker LLQ
103980175.7 0069411-00004
ohrt
SoundEarth Strategies. Inc.
Sounffart 2811 Fairview Avenue East, Suite 2000
Seattle,Washington 98102
Strategies
October 28, 2019
Mr.Tim Dickerson
GRE Meeker Street LLC
2801 Alaskan Way, Suite 310
Seattle,Washington 98121
SUBJECT: PROPOSED PERMEABLE ACTIVATED CARBON WALL INSTALLATION AND
TECHNICAL SUPPORT SUMMARY
24615 64TH AVENUE SOUTH
KENT,WASHINGTON
PROJECT NUMBER:0432-079-03
Dear Mr. Dickerson:
Sound Earth Strategies, Inc. (Sound Earth) is providing this design summary and engineering figures to
provide details regarding the permeable activated carbon wall(PACW) proposed to be installed along the
north property boundary of the Meeker Property comprising King County Parcel No. 2322049034 located
at 24615 64th Avenue South in Kent,Washington (the Property).
PURPOSE
The proposed installation of a PACW along the north side of a portion of the northern Property line is
planned to reduce the potential forfuture recontamination of soil and groundwater beneath the Property
from the Shell site release.
The Shell site is defined as soil and groundwater contaminated with gasoline-, diesel-, and oil-range
petroleum hydrocarbons (GRPH, DRPH, ORPH, respectively) and benzene, toluene, ethylbenzene, and
total xylenes (BTEX) originating from a past release at the Shell property (located at 1637 West Meeker
Street),with a light nonaqueous-phase liquid source remaining beneath the West Meeker Street right-of-
way (ROW), and petroleum hydrocarbon-contaminated soil and groundwater extending beneath the
northwest portion of the Property.
DESCRIPTION OF THE PROPOSED PERMEABLE ACTIVATED CARBON WALL
The proposed PACW is an in situ engineering control designed to passively treat petroleum-contaminated
groundwater from the Shell site release migrating beneath the north Property line from a source area
beneath the West Meeker Street ROW. Because of the high ratio of surface area to volume for activated
carbon, the carbon adsorbs petroleum hydrocarbons and immobilizes aqueous-phase petroleum
www.soundearthinc.com 1866.850.1900 1 "Always do right.This will gratify some people and astonish the rest." -Mark Twain
G/R Meeker Street, LLC
October 28, 2019
hydrocarbon molecules in groundwater. Through this adsorption, groundwater is planned to be
remediated as it flows through the PACW before migrating beneath the Property.
Pending approval from the City of Kent, Kulchin Drilling Co. plans to install the PACW by drilling
approximately 112 shafts up to 30 feet deep using an approximately 30-inch-diameter casing installed
with vibratory methods in a linear arrangement along a portion of the north Property boundary within
the West Meeker Street ROW (Figure 1). The southern edge of the PACW is planned to be aligned with
the north Property boundary.
The shafts will be dewatered prior to being backfilled with an activated carbon and sand mixture from
approximately 30 feet to approximately 10 feet below ground surface (Figure 2).
The PACW mixture will contain between approximately 25 to 50 percent activated carbon.The remainder
of the PACW mixture will be either type 17 backfill or washed sand, resulting in a permeability of the
mixture that is lower than the permeability of the surrounding native soil formation to reduce the
potential for preferential groundwater flow around the PACW. Mixing will be performed on-Property and
will be observed by Sound Earth personnel.
Low-permeability structural backfill (controlled density fill) will be placed above the PACW from
approximately 10 feet below ground surface up to the ground surface. The drilled shafts will overlap by
approximately 6 inches to form a "secant" style wall. The resulting PACW will be approximately 225 feet
long(Figure 1).
FIELD ACTIVITIES
Sound Earth personnel will be on-site to observe and document PACW installation activities. Because the
PACW will be installed through an area of identified petroleum-contaminated soil in the West Meeker
Street ROW (Figure 2), Sound Earth will also screen soil cuttings removed from the drill shafts for the
presence of petroleum hydrocarbon impacts.
Approximately 8 bank cubic yards of material is anticipated to be removed from the installation of each
drill shaft,or approximately 900 total bank cubic yards along the length of the proposed PACW.
Potential hydrocarbon-impacted soil generated during PACW installation activities will be segregated and
stockpiled on-Property before being transported and disposed of off-site under an approved soil waste
profile at a Resource Conservation and Recovery Act Subtitle D landfill. Confirmation soil samples will be
collected from stockpiles of soil that do not exhibit evidence of hydrocarbon impacts or aesthetic impacts
in an effort to confirm that this segregated soil is not impacted. Non-impacted drill cuttings are anticipated
to be reused as fill material on the Property, pending approval from the project geotechnical engineer
(Earth Solutions Northwest),or exported from the Property if the material is not approved for use as fill.
Approximately 500 gallons of wastewater is anticipated to be generated from dewatering Bch drill snaft,
or a total of approximately 56,000 gallons of wastewater for the PACW installation. Dewatering
wastewater is planned to be pumped to and stored in settling tanks and routed to the construction
wastewater treatment system prior to discharge to the municipal stormwater system, in accordance with
SoundEarth Strategies,inc. Pa E 11 2
P:\0432 Goodman Real Estate\0432 079 Meeker Site\Deliverables\2019 Carbon Wall Memo for City of Kent\0432-079_Carbo,Wa l l Design_F.doa
G/R Meeker Street, LLC
October 28, 2019
the active construction wastewater discharge permit coverage and associated Administrative Order
15707.
CLOSING
If you have any questions or need clarification, please contact us at your convenience.
Respectfully,
SoundEarth Strategies, Inc.
Joe Ellingson, EIT Chris Carter
Project Engineer Managing Principal
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Terry Montoya, PE
Principal Engineer
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Attachments: Figure 1, Permeable Activated Carbon Wall
Figure 2, Permeable Activated Carbon Wall, Cross Sections A—A'and B—B'
SoundEarth strategies,Inc. Page { 3
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