HomeMy WebLinkAboutInterlocal Agreement Washington State Department of Natural Resources - 090721 674963 PGS : 21 AGR
12/16/2025 12:54 PM $323.50 JEFFERSON COUNTY COMMISSIONERS
Jefferson County WA Auditor's Office - Brenda Huntingford, Auditor
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RETURN NAME and ADDRESS
JEFFERSON COUNTY
P.O. BOX 1220
PORT TOWNSEND, WA 98368
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Document Title(s)
ILA WASHINGTON STATE DEPARTMENT OF NATURAL RESOURCES AND JEFFERSON COUNTY
Reference Number(s) of Related Documents
Grantor(s) (Last Name,First Name,Middle Initial)
WASHINGTON STATE DEPARTMENT OF NATURAL RESOURCES
Grantee(s) (Last Name,First Name,Middle Initial)
JEFFERSON COUNTY
Legal Description (Abbreviated form is acceptable,i.e.SectionlTownship/Range/Qtr Section or Lot/Block/Subdivision)
Assessor's Tax Parcel ID Number
The County Auditor will rely on the information provided on this form. The Staff will not read the document
to verify the accuracy and completeness of the indexing information provided herein.
Sign below only if your document is Non-Standard.
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I understand that the recording processing requirements may cover up or otherwise obscure some parts of
the text of the original document. Fee for non-standard processing is$50.
Signature of Requesting Party
INTERAGENCY AGREEMENT
BETWEEN
Washington State Department of Natural Resources
AND
Jefferson County
This Interagency Agreement ("Agreement") is entered into by the Washington State Department
of Natural Resources ("DNR") and Jefferson County, together the "Parties," as of the date of last
signature ("Effective Date").
DNR and Jefferson County enter into this Agreement under Chapter 39.34 RCW, the Interlocal
Cooperation Act.
DNR leased state trust land, known as Quimper West, Quimper East, and Thorndyke, located in
Jefferson County ("TLT Properties"), under DNR Lease Nos. 60-082210, 60-082211, and 60-
082055, to Jefferson County in 2009. The leases were made as trust land transfers under the
authority of Washington Laws of 2008, chapter 328, Section 3042.
Jefferson County desires to exercise its authority under the Leases to purchase the fee interest
of the TLT Properties from the State of Washington. The Parties desire to take such steps as
are necessary to prepare for this transfer and to provide for the payment of DNR's costs
anticipated in preparing this transaction.
The Parties hereby agree as follows:
1. PURPOSE
The purpose of this Agreement is to facilitate the transfer of the TLT Properties by
allocating responsibilities, including responsibility for the costs to prepare the transaction,
between the Parties before the Parties enter a purchase and sale agreement, and to set
forth the Parties' agreement as of the Effective Date on some of the terms to be included in
the purchase and sale agreement.
2. PROJECT REPRESENTATIVES.
(1) The Project Representative for DNR is:
Bob Winslow, Transaction Project Manager, robert.winslowAdnr wa.gov;
Cell 360-480-7803
(2) The Project Representative for Jefferson County is:
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3/4/2013
Philip Morley, County Administrator, pmorley@co.jefferson.wa.us
Work Phone 360-385-9383
3. RESPONSIBILITIES
A. Appraisal Process. DNR will select the Appraiser and Review Appraiser in its sole
discretion. DNR shall submit the approved value to Jefferson County. Jefferson County
will also receive a copy of the appraisal or appraisal review prior to finalizing any
Purchase and Sale Agreement or Closing the transaction. In accordance with RCW
79.11.100, Jefferson County shall not rely upon the appraisal prepared by DNR for the
purposes of deciding whether to purchase the TLT Properties. Jefferson County shall
make its own independent appraisal.
B. Parcel Segregation. If sale of the TLT Properties creates a separate tax lot (e.g., if
any of the TLT Properties are a portion of a larger parcel), Jefferson County shall either
obtain a survey, if needed, or reimburse DNR's costs to survey the property. If DNR
performs the survey, the cost to survey will be added to costs set forth in subsection 3C,
Costs. Jefferson County shall complete any forms and petitions and pay any fees
required by local government. DNR may provide technical assistance to Jefferson
County as needed.
C. Costs. The Parties agree that Jefferson County shall pay DNR's costs to prepare the
transfer of the TLT Properties to Jefferson County, including but not limited to appraisal,
staff time, and incidental costs. By agreeing to the terms of this subsection, the Parties
intend to meet the requirements of RCW 39.34.130. The Parties estimate DNR's costs
will be approximately $30,000. Payment by Jefferson County shall not exceed this
amount unless the Parties agree to a higher amount prior to the commencement of any
work that will cause the maximum payment to be exceeded. Jefferson County shall
deposit with DNR $30,000 within 45 days of the Effective Date. DNR will not order the
appraisal until the funds have been received. Any portion of the $30,000 not used to
cover DNR's costs to prepare the transaction shall be refunded to Jefferson County.
Should Jefferson County request that DNR survey the TLT Properties under Section
3B, Parcel Segregation, the cost of the survey(s) shall be paid by Jefferson County and
shall be in addition to the $30,000 set forth herein.
4. ADDITIONAL AREAS OF AGREEMENT
A. Approvals.
(1) Board of Natural Resources Approval. The proposed transfer of the TLT
Properties is subject to approval by the Board of Natural Resources. DNR will not present
the transaction to the Board for its approval until the Parties have entered a purchase and
sale agreement, substantially in the form attached as Exhibit A, and DNR has received
notice and documentation of approval of the transaction by the governing body of Jefferson
County as provided in subsection (2).
(2) Jefferson County Approval. The proposed acquisition of the TLT Properties is
subject to approval by Jefferson County's governing body. Prior to DNR presenting this
proposal to the Board of Natural Resources, Jefferson County shall notify DNR of the
approval by its governing body of its acquisition of the TLT Properties and its authority to
accept the TLT Properties at closing. Jefferson County shall provide DNR the documents
necessary to demonstrate this approval and authority.
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B. Reservations. DNR will reserve minerals pursuant to RCW 79.11.210. DNR will
reserve the ability to purchase access if needed at a future date pursuant to RCW
79.36.370.
C. Prorations. All rents and other income, if any, and water, sewer, utility and any other
expenses relating to the property shall be prorated as of Closing.
D. Deed/Title Insurance. Title will be conveyed by quitclaim deed. Jefferson County may
acquire title insurance for the property at its own expense. State will not provide title
insurance.
E. Seller's Disclosure Statement. If and to the extent the property is commercial real
estate, unimproved residential real property, or improved residential real property, as
such terms are used in Chapter 64.06 RCW, Jefferson County will be required to waive
the right to receive a seller's disclosure statement under Chapter 64.06 RCW. However,
to the extent that DNR has actual knowledge of conditions on the property that would
result in a "yes" answer to any of the questions in the Environmental section of the
disclosure forms, DNR shall provide a completed copy of that section to Jefferson
County.
F. Closing. Closing shall be carried out at DNR's Olympia office. Jefferson County
acknowledges that DNR is acting as an interested party in preparing documents for,
and closing, this transaction; escrow will not be formed.
G. Timing. Land sales and transfers typically take from nine to 12 months to complete,
depending on complexity.
5. PERIOD OF PERFORMANCE
Subject to its other provisions, the period of performance of this Agreement shall
commence on May 15, 2021, and be completed on December 30, 2022, unless terminated
sooner as provided in this Agreement, or extended through a properly executed
amendment.
6. AMENDMENT
This Agreement may be amended by mutual agreement of the parties. Such amendments
shall not be binding unless they are in writing and signed by personnel authorized to bind
each of the parties.
7. ASSIGNMENT
The work to be provided under this Agreement, and any claim arising under this
Agreement, is not assignable or delegable by either party in whole or in part, without prior
written consent of the other party, which consent shall not be unreasonably withheld.
6. ASSURANCES
The Parties agree that all activity pursuant to this Agreement shall be in accordance with all
applicable federal, state, and local laws and rules as they currently exist or as amended.
9. DISPUTES
In the event a dispute arises under this Agreement, it shall be determined by a Dispute
Board in the following manner: Each party to this Agreement shall appoint one member to
the Dispute Board. The members so appointed shall jointly appoint an additional member
to the Dispute Board. The Dispute Board shall evaluate the facts, Agreement terms,
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3/4/2013
applicable statutes and rules, and make a determination of the dispute. The determination
of the Dispute Board shall be final and binding on both Parties.
10. GOVERNING LAW AND VENUE
This Agreement shall be construed and interpreted in accordance with the laws of the state
of Washington and the venue of any action brought under this Agreement shall be in
Superior Court for Thurston County.
11. MAINTENANCE OF RECORDS
The Parties shall each maintain books, records, documents and other evidence that
sufficiently and properly reflect all direct and indirect costs expended by either party in the
performance of the service(s) described herein. These records shall be subject to
inspection, review or audit by personnel of both parties, other personnel duly authorized by
either party, the Office of the State Auditor, and federal officials so authorized by law. All
books, records, documents, and other material relevant to this Agreement will be retained
for six years after expiration of agreement. The Office of the State Auditor, federal auditors,
and any persons duly authorized by the parties shall have full access and the right to
examine any of these materials during this period.
If any litigation, claim or audit is started before the expiration of the six (6) year period, the
records shall be retained until all litigation, claims, or audit findings involving the records
have been resolved.
Records and other documents, in any medium, furnished by one party to this Agreement to
the other party, will remain the property of the furnishing party, unless otherwise agreed.
The receiving party will not disclose or make available any confidential information to any
third parties without first giving notice to the furnishing party and giving it a reasonable
opportunity to respond. Each party will utilize reasonable security procedures and
protections to assure that records and documents provided by the other party are not
erroneously disclosed to third parties. However, the parties acknowledge that State
Agencies are subject to chapter 42.56 RCW, the Public Records Act.
12. ORDER OF PRECEDENCE
If there is an inconsistency in the terms of this Agreement, or between its terms and any
applicable statute or rule, the inconsistency shall be resolved by giving precedence in the
following order:
Applicable state and federal statutes and rules, local laws and rules, and case law.
13. RESPONSIBILITIES OF THE PARTIES
Each party to this Agreement hereby assumes responsibility for claims and/or damages to
persons and/or property resulting from any act or omissions on the part of itself, its
employees, its officers, and its agents. Neither party assumes any responsibility to the
other party for the consequences of any claim, act, or omission of any person, agency, firm,
or corporation not a party to this Agreement.
14. SEVERABILITY
If any term or condition of this Agreement is held invalid, such invalidity shall not affect the
validity of the other terms or conditions of this Agreement.
15. TERMINATION
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3/4/2013
A. Purchase and Sale Agreement. This Agreement shall terminate when the Parties have
each signed the purchase and sale agreement, except that Jefferson County's
obligation to pay DNR's costs of preparing this transaction under subsection 3C, Costs,
shall survive the Parties' entry into the purchase and sale agreement to the extent any
costs are unpaid at the time of signing.
B. Termination for Cause. If for any cause either party does not fulfill in a timely and
proper manner its obligations under this Agreement, or if either party violates any of
these terms and conditions, the aggrieved party will give the other party written notice of
such failure or violation. The responsible party will be given the opportunity to correct
the violation or failure within 15 working days. If the failure or violation is not corrected,
this Agreement may be terminated immediately by written notice of the aggrieved party
to the other.
C. Termination for Convenience. Either party may terminate this Agreement upon 30
calendar days'prior written notification to the other party. If this Agreement is so
terminated, the parties shall be liable only for performance rendered or costs incurred in
accordance with the terms of this Agreement prior to the effective date of termination.
16. WAIVER
A failure by either party to exercise its rights under this Agreement shall not preclude that
party from subsequent exercise of such rights and shall not constitute a waiver of any other
rights under this Agreement. Waiver of any default or breach shall not be deemed to be a
waiver of any subsequent default or breach. Any waiver shall not be construed to be a
modification of the terms of this Agreement unless stated to be such in writing and signed
by personnel authorized to bind each of the parties.
17. ALL WRITINGS CONTAINED HEREIN
This Agreement contains all the terms and conditions agreed upon by the parties. No other
understanding, oral or otherwise, regarding the subject matter of this Agreement shall be
deemed to exist or to bind any of the parties hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement.
Jefferson County State of Washington
Department of Natural Resources
61/7/2-7
( ' /w9) (Date) (Signature) (Date)
belt Il
(Pnnt Name) (Print Nam)
laafr MCA 3 l!` rsa.n G►-
(Title) (Title)
APPROVED AS TO FORM ONLY
8/30/2021
Philip C. Hunsucker, Chief Civil DPA (Date)
Approval on File 4/29/2021
Office of the Attorney General (Date)
IAA No 92-102278 Page 5 of 20
3/4/2013
Exhibit A
Purchase and Sale Agreement Template
STATE OF WASHINGTON
DEPARTMENT OF NATURAL RESOURCES
HILARY S.FRANZ,COMMISSIONER OF PUBLIC LANDS
AGREEMENT FOR PURCHASE AND SALE
OF REAL ESTATE
THIS AGREEMENT is made as of the day of , 20 , by and
between the STATE OF WASHINGTON, acting by and through the Department of Natural
Resources("State")and JEFFERSON COUNTY, ("Purchaser").
WHEREAS, State is the owner of certain real property known as Quimper East, Quimper West, and
Thorndyke located in Jefferson County, Washington; and
WHEREAS, State desires to convey the real property to Purchaser,and Purchaser desires to acquire the
real property;
NOW, THEREFORE, in exchange for the mutual promises and covenants herein contained,and other
good and valuable consideration,the mutual receipt and sufficiency of which is hereby acknowledged
by Purchaser and State, it is agreed as follows:
SECTION 1 PROPERTY
1.1 Property to be Sold. State shall sell and convey to Purchaser,and Purchaser shall purchase
and accept from State,all subject to the terms, conditions and contingencies of this Agreement,that
certain real property located in Jefferson County, Washington,the legal description of which is set
forth on Exhibit A,together with all easements,rights-of-way and other rights appurtenant to said real
property. The foregoing property and rights and interests described above are collectively referred to
herein as the"Property."
1.2 Reservation. This sale is subject to the reservation of oils,gases, and minerals and easements
for removal of valuable materials as prescribed in RCW 79.11.210 and in RCW 79.36.370.
SECTION 2 PAYMENT
2.1 Purchase Price. Purchaser shall pay State the Purchase Price of
fh1 -thoositikd d044vs (INSERT the written format for the dollar
amount of the purchase price} U.S. Dollars($ 30, ODD ) (INSERT the numeric format for
the dollar amount of the purchase price} and other charges owed by Purchaser described in Section
10.2 below in cash sufficiently in advance of Closing to facilitate certification of payment to the
Governor and issuance of the deed,but in no event shall the Purchase Price be paid later than forty five
(45)days after approval of this sale by the Board of Natural Resources.
2.2. No Interest. Any deposits or advance payments made by Purchaser under this Agreement
shall be held by the state treasurer without interest.
IAA No.92-102278 Page 6 of 20
SECTION 3 CLOSING
3.1 Date. The "Closing Date," "Closing,"or"Date of Closing,"as those terms are used herein,
shall mean the date upon which all monies are paid and all documents are recorded. Closing shall be
as soon as practical for State to issue a quitclaim deed from the Governor's Office upon confirmation
that the entire Purchase Price shall have been paid to the State Treasury and all terms,conditions and
contingencies have been met. Closing shall not occur later than ninety(90)days after approval of this
sale by the Board of Natural Resources unless otherwise agreed in writing by the parties.
3.2 Place. Closing shall be carried out at the Olympia office of the Department of Natural
Resources. Purchaser acknowledges that State is acting as an interested party in preparing
documentation for and closing this sale; State is not acting as an escrow. Purchaser should consult an
attorney regarding the legal effects of this transaction.
SECTION 4 CONVEYANCE,TITLE INSURANCE AND POSSESSION
4.1 Possession. Purchaser shall be entitled to possession of the Property on the Closing Date.
4.2 Form of Deed. State shall convey title to the Property to Purchaser by quitclaim deed executed
by the Governor of the State of Washington. Said deed shall be in the same form and format as Exhibit
B,attached hereto and incorporated by this reference herein.
'4.3 Title Insurance. State shall not furnish a policy of title insurance. Purchaser may procure title
insurance at its sole expense. To exercise the termination rights hereafter set out,Purchaser must
obtain a preliminary commitment of title insurance(Preliminary Commitment)within ten(10)days
after the date of this Agreement. Within ten(10)days of receipt of the Preliminary Commitment,
Purchaser must notify State in writing of any objections to exceptions listed on the Preliminary
Commitment("Objection Notice"). Failure to object to an exception shall be deemed an approval of
such exception. State shall,without obligation,attempt to remove any exception to which Purchaser
has objected within thirty(30)days of receipt of the Objection Notice("Cure Period"). If State has not
cured such objections within the Cure Period, State shall so notify Purchaser("Notice of Non-Cure").
Within ten(10)days of receipt of the Notice of Non-Cure, Purchaser shall elect to terminate in writing
this Agreement without further obligations of either party or to waive such objection(s)and proceed to
Closing. Failure to notify State of Purchaser's intent to terminate shall be deemed an election to waive
the right to terminate. The right of termination as provided in this Section 4 shall be Purchaser's
exclusive remedy for title encumbrances. Upon election to terminate, Purchaser shall be entitled to a
refund of any deposit.
SECTION 5 RIGHTS AND OBLIGATIONS AFTER ACCEPTANCE
5.1 Inspection. Following the date of this Agreement,and with two(2)business days'prior notice,
State shall permit Purchaser and/or its designated agents to enter upon the Property at all reasonable
times for the purpose of investigating the Property, and the physical condition thereof,including
without limitation,the condition of improvements, if any, located upon the Property. Purchaser shall
not conduct any invasive testing of the soils without prior written consent of State.
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5.2 Indemnification and Hold Harmless Regarding Purchaser's Inspection. Purchaser agrees
to indemnify,defend with counsel acceptable to State,and release State, its officers,agents,and
employees from any and all claims, liens or costs,damages, fees and expenses(including but not
limited to attorney and paralegal fees,costs and expenses, including costs and fees incurred on appeal
and in bankruptcy,as well as consultant fees and costs)arising out of or relating to the actions of
Purchaser and actions of Purchaser's agents or employees in exercising such rights of entry or
inspections under this Agreement. Purchaser will be responsible for the payment of any fines or
penalties charged against State or Purchaser,or for any employees or equipment while under
Purchaser's control,employment, or direction, related to activities under Sections 5.1 above and 5.3
below.
5.3 Reports and Studies.
(a) Subject to the conditions set forth above,Purchaser shall have the right to prepare,or
have prepared,engineering studies,feasibility studies, surveys, resurveys or survey
updates,environmental reviews,studies or investigations all of which are also
collectively referred to as the "Purchaser's Studies"with respect to the Property. All
information discovered by Purchaser through Purchaser's Studies shall be deemed to
have been disclosed by State.
(b) Further,with respect to Purchaser's Studies, Purchaser agrees that it is not acting
as the agent of State,and that Purchaser's contractors,architects,engineers,or
other consultants are solely employed by Purchaser to perform the studies for the
benefit of Purchaser. Purchaser further shall provide written notice to each
contractor,architect,engineer and other consultant of these facts,which notice
shall also instruct these parties not to file any liens or notices against the Property
prior to Closing. Purchaser shall ask each party to acknowledge receipt of the
notice. Purchaser shall supply State with a written list of each party to whom this
notice was sent within ten(10)days of their issuance, as well as a copy of each
notice as acknowledged by the party to whom it was given or sent.
(c) In the event that Purchaser does not complete the purchase contemplated in this
Agreement, Purchaser shall immediately provide State with Purchaser's Studies at
no cost to State.
(d) Purchaser shall have the right to examine studies and reports, if any, prepared by State
or its consultants,excluding appraisal reports(all of which are collectively referred to
as "State's Studies").
5.4 Condition of Purchase. If Purchaser's Studies indicate the Property is not reasonably suitable
for the intended use by Purchaser or the Property presents an unreasonable risk to Purchaser of
liability associated with hazardous substances,Purchaser may terminate this Agreement
without further obligation, and Purchaser shall be refunded any deposit. Purchaser shall give
State written notice of Purchaser's decision to terminate within thirty(30)days of the date of
this Agreement. The termination notice shall specify the problems identified. In the event
Purchaser fails to give State such written notice,this termination right shall expire.
SECTION 6 DESTRUCTION OR CONDEMNATION
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State shall bear the risk of loss until Closing. If on or before the Closing Date either the
Property is materially damaged,or condemnation proceedings are commenced with respect to
the Property,Purchaser shall elect either to terminate this Agreement or to purchase the
Property. Purchaser must give written notice of such election to State within fifteen(15)days
of Purchaser's knowledge of such damage or condemnation. Failure to give State notice of
Purchaser's election to terminate shall be deemed an election to purchase. If Purchaser elects to
terminate this Agreement,any deposit shall be returned to Purchaser,and all rights and
obligations of Purchaser and State shall terminate. If Purchaser elects to purchase the Property,
Purchaser shall be entitled to the insurance proceeds, if any,or to the condemnation award
either of which shall be without adjustment to the Purchase Price. Damage shall be deemed
"material" if it cannot be repaired or replaced within ninety(90)days or it represents more than
ten percent(10%)of the Purchase Price.
SECTION 7 CONDITION OF THE PROPERTY
7.1 As Is. The Property is sold "AS IS, WHERE IS." Purchaser is encouraged to examine the
Property to ascertain the condition of the Property, including but not limited to the existence of
encumbrances,encroachments, etc. State does not make and specifically disclaims any
warranties,express or implied, including any warranty of merchantability or fitness for a
particular purpose about the Property, including but not limited to any improvements located
thereon. No employee or agent of State is authorized to make any warranty or representation to
the contrary. The foregoing specifically disclaims warranties with respect to the existence or
nonexistence of any pollutants,contaminants,or hazardous waste or claims based thereon
arising out of the actual or threatened discharge,disposal, seepage,migration,or escape of such
substances at, from,or into the Property.
7.2 Release/Indemnity. Purchaser hereby fully releases State from any and all liability to
Purchasers arising out of or related to the condition of the Property prior to,at,or after Closing,
including but not limited to the deposit or release of hazardous or toxic wastes or material,
pollutants,and the following known or suspected defects:NONE.
It is the intent of the parties that this constitutes a full and final release of any and all claims
concerning any substance including,but not limited to, hazardous substances. This release
extends to and includes any action for contribution for any environmental remedial action.
Purchaser agrees to indemnify, defend with counsel acceptable to State,and release State with
respect to,but not limited to any claims,damages, liabilities,penalties(civil or criminal),and
any other costs, including attorneys'fees and costs imposed or related to any hazardous,toxic,
dangerous,or harmful substances on the Property deposited or released after Closing.
73 Waiver of Seller's Disclosure. If and to the extent that the Property is used for residential
purposes or is zoned for residential use,the Purchaser hereby agrees to waive the right to
receive a seller's disclosure statement pursuant to RCW Chapter 64.06. Notwithstanding the
foregoing,to the extent that the State has actual knowledge of conditions on the Property that
would result in a"yes"answer to any of the questions in the Environmental section of the
statutory disclosure form, State shall provide a completed copy of that section of the disclosure
statement to Purchaser.
7.4 Notice of Possible Proximity to Farming Operations. This notice is to inform Purchaser
that the Property being purchased may lie in close proximity to a farm. The operation of a farm
IAA No.92-102278 Page 9 of 20
involves usual and customary agricultural practices,which are protected under RCW 7.48.305,
the Washington right to farm act.
SECTION 8 ASSESSMENTS
Purchaser shall buy the Property subject to any assessment remaining unpaid at Closing.
SECTION 9 STATE CONTINGENCY
State's obligations are contingent upon the following:
(a) approval of the sale by the Board of Natural Resources which shall be made at their sole
discretion;and
(b) performance prior to or at Closing of all other acts and payments required of
Purchaser under this Agreement.
SECTION 10 CLOSING AND CLOSING COSTS
Prior to or at Closing the parties shall do the following:
10.1 State.
(a) issue a duly executed quitclaim deed conveying title to the Property within a
reasonable time after confirmation of receipt of the Purchase Price by the State
Treasury;
(b) sign a Real Estate Excise Tax Affidavit;
(c) provide any other documents necessary to consummate this agreement;and
(d) pay prorations to the extent required and determinable.
10.2 Purchaser.
(a) pay the Purchase Price into the State Treasury as set forth in Subsection 2.1:
(b) sign a Real Estate Excise Tax Affidavit;
(c) provide any other documents necessary to consummate this Agreement;
(d) pay all sums and prorations to the extent required under this Agreement and
determinable;and
(e) pay the cost of recording the deed and the county processing fee for filing the
Real Estate Excise Tax Affidavit.
10.3 Prorations. All rents and other income, if any,and water, sewer, utility and maintenance
charges and any other expenses(excluding local improvement assessment as provided under
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Section 8)with respect to the operation of the Property levied against the Property shall be
prorated between Purchaser and State as of the Closing Date. To the extent information is then
available, such prorations shall be calculated and paid as of Closing. Such prorations shall be
adjusted and completed after the Closing Date, if necessary, as and when complete information
becomes available, and State and Purchaser agree to cooperate and use their best efforts to
complete such prorations not later than sixty(60)days after the Closing Date. No insurance
proration shall be made.
SECTION 11 SURVIVAL
The obligations not satisfied at Closing or intended to continue beyond Closing shall not be deemed to
have merged in the deed.
SECTION 12 REAL ESTATE COMMISSION
Purchaser shall pay any real estate commission payable in connection with this transaction. Any real
estate agent or broker acting in this transaction shall be deemed to be the sole agent of Purchaser.
SECTION 13 NOTICES
All notices required or permitted to be given hereunder shall be in writing and shall be deemed given
upon personal service or deposit in the United States first class mail,postage prepaid, and addressed as
follows:
To Purchaser:
Jefferson County
Office of the County Administrator
Attn: Philip Morley
1820 Jefferson Street
P.O. Box 1220
Port Townsend, WA 98368
To State:
Department of Natural Resources
Conservation, Recreation and Transactions Division
Attn: Bob Winslow
PO Box 47014
Olympia, WA 98504-7014
Facsimile: (360) 902-1789
The foregoing addresses may be changed by written notice.
IAA No.92-102278 Page 11 of 20
SECTION 14 MISCELLANEOUS
14.1 Entire Agreement. This Agreement constitutes the entire Agreement between the parties. No
prior and contemporaneous negotiations, understandings and agreements, whether oral or written shall
be deemed to exist or bind any of the parties hereto.
14.2 Binding Nature; Assignment of Rights. All rights and obligations arising out of this
Agreement shall inure to the benefit of and be binding upon the respective assigns, if any,of the parties
hereto. However,this Agreement shall not be assignable by Purchaser without the prior written
consent and acceptance by State, which shall be at State's sole and absolute discretion.
14.3 Washington Law. This Agreement shall be construed, interpreted, and enforced pursuant to
the laws of the state of Washington and venue shall be in Thurston County. The terms of this
Agreement shall be given their ordinary meaning and shall not be construed in favor of or against
either party hereto.
14.4 Time of the Essence. Time is of the essence in this Agreement. No waiver or consent to any
breach or other default in the performance of any of the terms of this Agreement shall be deemed to
constitute a waiver of any subsequent breach of the same or any other term or condition hereof. In the
event time for performance falls on a weekend or legal holiday designated by the United States or
Washington State,performance shall be deemed to be timely rendered if so rendered on the next
business day.
14.5 Captions. The captions and section headings hereof are inserted for convenience purposes
only and shall not be deemed to limit or expand the meaning of any section.
14.6 Invalidity. If any provisions of this Agreement shall be invalid, void or illegal, it shall in no
way affect, impair or invalidate any of the other provisions hereof.
14.7 Counterparts. This Agreement may be signed in counterparts, any one of which shall be
deemed an original.
14.8 Date of Agreement. The date of this Agreement shall be the date on which the last party
executes this Agreement. Said date shall be inserted on the first page hereof when such date is
determined.
14.9 Good Faith. Both parties shall act reasonably and in good faith in order to consummate this
transaction.
14.10 Authorization. Purchaser and the person(s)executing this Agreement on behalf of Purchaser
represent and warrant that they are authorized to do so and that this is a legal, valid, and binding
obligation on behalf of Purchaser, and is enforceable against Purchaser in accordance with its terms.
14.11 Default. In the event of default, neither party shall be liable for consequential damages.
14.12 Attorneys' Fees and Costs. If either party brings suit or submits to an alternative dispute
process to interpret or enforce any provision of the agreement, the prevailing party shall be entitled to
reasonable attorney fees, paralegal fees, accountant and other expert witness fees and all other fees,
costs and expenses actually incurred in connection therewith, including those incurred on appeal, in
IAA No.92-102278 Page 12 of 20
addition to all other amounts provided by law, regardless of whether the matter proceeds to judgment
or is resolved by the defaulting party curing the default.
14.13 Submission. This Agreement must be executed by Purchaser, and an original delivered to
State, at the address set forth in this Agreement, on or before 4:00 p.m. on [ -I,to
be considered by State. This Agreement shall not be binding upon State until signed by an authorized
representative of the State.
IAA No.92-102278 Page 13 of 20
IN WITNESS WHEREOF,the parties have executed this Agreement as of the day and year first
above written.
PURCHASER:
JEFFERSON COUN A
Dated: /1 ( By:
Title: j4dt beak., Cvo1 1.7&CC
STATE:
STATE OF WASHINGTON
DEPARTMENT OF NATURAL RESOURCES
Dated: By:
Hilary S.Franz
Commissioner of Public Lands
Approved as to form this 30th day of August,
Affix the Seal of the Commissioner 2021:
of Public Lands
Philip C. Hunsucker,
Chief Civil Deputy Prosecuting Attorney
Approved as to Form this day of
, 20
Assistant Attorney General
State of Washington
IAA No.92-102278 Page 14 of 20
PUBLIC AGENCY ACKNOWLEDGMENT
STATE OF WASHINGTON )
) ss
COUNTY OF )
On this day of , 20 , personally appeared before me
to me known to be the of the
public agency that executed the within and foregoing instrument, and acknowledged said instrument
to be the free and voluntary act and deed of said corporation, for the uses and purposes therein
mentioned, and on oath stated that authorized to
execute said instrument for said corporation and that the seal affixed is the corporate seal of the said
corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year first above
written.
Notary Public in and for the State of Washington,
residing at .
My appointment expires .
IAA No.92-102278 Page 15 of 20
STATE ACKNOWLEDGMENT
STATE OF WASHINGTON )
) ss
COUNTY OF THURSTON )
On this day of , 20 , personally appeared before me HILARY
S. FRANZ, to me known to be the Commissioner of Public Lands, and administrator of the
Department of Natural Resources of the State of Washington, that he executed the within and
foregoing instrument on behalf of the State of Washington, and acknowledged said instrument to be
the free and voluntary act and deed of the State of Washington for the uses and purposes therein
mentioned, and on oath stated that he was authorized to execute said instrument and that the seal
affixed is the official seal of the Commissioner of Public Lands for the State of Washington.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year first above
written.
Notary Public in and for the State of Washington,
residing at
My appointment expires
IAA No.92-102278 Page 16 of 20
EXHIBIT A
QUIMPER EAST, QUIMPER WEST, THORNDYKE—DIRECT TRANSFER
Legal Descriptions
Quimper East
Government lot 5 of Section 33, Township 31 North, Range 1 West, Willamette Meridian, Jefferson
County, Washington, EXCEPT the north 330 feet thereof, as shown and described by that Record
of Survey recorded January 11, 1996, in Book 17 of Surveys at Pages123-128, under Auditor's File
No. 387842, Jefferson County records.
Quimper West
The SE 1/4 of the S W 1/4 and the S W 1/4 of the SE 1/4 of Section 32, Township 31 North, Range 1
West, Willamette Meridian, Jefferson County, Washington, according to U.S. Government
subdivision procedures,
TOGETHER WITH
Lots 1, 2, 3, 4 and 5 of Block 72 of the Supplementary Plat of Captain Tibbals Lake Park, according
to the plat thereof recorded in Volume 2 of Plats at Page 3, records of Jefferson County
Washington.
Thorndyke
Government Lot 3 of Section 4, Township 27 North, Range 1 East, Willamette Meridian, Jefferson
County, Washington.
IAA No.92-102278 Page 17 of 20
EXHIBIT B
QUIMPER EAST,QUIMPER WEST, THORNDYKE—DIRECT TRANSFER
Form of Deed
AFTER RECORDING RETURN TO:
Department of Natural Resources
Conservation,Recreation and Transactions Division
Attn:Bob Winslow
PO Box 47014
Olympia,WA 98504-7014
QUITCLAIM DEED
Jefferson County
Grantor: State of Washington, acting by and through the Department of Natural Resources.
Grantee: Jefferson County, Washington
Abbreviated
Legal Desc: (put in abbreviated legal description)
Fax Parcel #: (put in affected tax parcel #s)
THE GRANTOR, STATE OF WASHINGTON, acting by and through the Department
of Natural Resources, for and in consideration of the sum of(USE UPPER CASE LETTERS FOR
WRITTEN AMOUNT) Dollars ($(#)), hereby conveys and quitclaims to JEFFERSON COUNTY,
GRANTEE, all interest in the real property situated in Jefferson County, Washington, and described
in Exhibit A, attached hereto, which by this reference is made a part hereof.
The above-described lands are subject to that certain statutory reserved right as set forth in
RCW 79.36.370 and to the following reservation:
The Grantor hereby expressly saves, excepts,and reserves out of the grant hereby made, unto
IAA No.92-102278 Page 18 of 20
itself and its successors and assigns forever, all oils, gases, coal, ores, minerals, and fossils of every
name, kind, or description, and which may be in or upon said lands above described, or any part
thereof, and the right to explore the same for such oils, gases, coal, ores, minerals, and fossils; and it
also hereby expressly saves and reserves out of the grant hereby made, unto itself and its successors
and assigns forever, the right to enter by itself or its agents, attorneys, and servants upon said lands,
or any part or parts thereof, at any and all times, for the purpose of opening, developing, and working
mines thereon, and taking out and removing therefrom all such oils, gases, coal, ores, minerals, and
fossils, and to that end it further expressly reserves out of the grant hereby made, unto itself, its
successors and assigns, forever, the right by its or their agents, servants, and attorneys at any and all
times to erect, construct, maintain, and use all such buildings, machinery, roads, and railroads, sink
such shafts, remove such soil, and to remain on said lands or any part thereof for the business of
mining and to occupy as much of said lands as may be necessary or convenient for the successful
prosecution of such mining business, hereby expressly reserving to itself and its successors and
assigns, as aforesaid, generally, all rights and powers in, to, and over said land, whether herein
expressed or not, reasonably necessary or convenient to render beneficial and efficient the complete
enjoyment of the property and the rights hereby expressly reserved.
No rights shall be exercised under the foregoing reservation, by the state or its successors or
assigns, until provision has been made by the state or its successors or assigns, to pay to the owner of
the land upon which the rights reserved herein to the state or its successors or assigns, are sought to
be exercised, full payment for all damages sustained by said owner, by reason of entering upon said
land: PROVIDED, That if said owner from any cause whatever refuses or neglects to settle said
damages, then the state or its successors or assigns, or any applicant for a lease or contract from the
state for the purpose of prospecting for or mining valuable minerals, or option contract, or lease, for
mining coal, or lease for extracting petroleum or natural gas, shall have the right to institute such legal
proceedings in the superior court of the county wherein the land is situate, as may be necessary to
determine the damages which said owner of said land may suffer.
IAA No.92-102278 Page 19 of 20
This Deed is executed and delivered pursuant to RCW 79.02.270 at the request of the
Commissioner of Public Lands with the approval of the Board of Natural Resources, State of
Washington.
WITNESS the Seal of the State of Washington,affixed this day of
,20
GOVERNOR
A I-L EST:
SECRETARY OF STATE
Approved as to form this 30th day of August,
2021:
Philip C. Hunsucker,
Chief Civil Deputy Prosecuting Attorney
Approved as to form this day
of ,20 .
Assistant Attorney General
State Deed No. (#)
State Record of Deeds,Volume(#),Page(#).
Transaction File No.02-(#)
(Including acknowledgement and exhibit(s))
IAA No.92-102278 Page 20 of 20
CONTRACT REVIEW FORM
(INSTRUCTIONS ARE ON THE NEXT PAGE)
CONTRACT WITH: Jefferson County/DNR IAA for TLT Leases BoCC082521
(Name of Contractor/Consultant) Contract No.
COUNTY � � E�� ;:: Commissioners
rat by ytd b� , i r7 r
Contact Perso>lt s,k - ��, Julie Shannon
Contact Phone: °
Contact email." ' ,, , u,,, ishannon((co.iefferson.wa� r ��
'1`yff e
r I�
AMOUNT: PROCESS: Exempt from Bid Process
Revenue: $30,000 Cooperative Purchase
Expenditure: Competitive Sealed Bid
Matching Funds Required: Small Works Roster
Sources(s)of Matching Funds Vendor List Bid
_ RFP or RFQ
Other:
APPROVAL STEPS:
STEP 1: DEPARTMENT CERTIFIES COMPLIANCE WITH JCC 3.55.080 AND CHAPTER 42.23 RCW.
CERTIFIED: O N/A: Julie Shannon D'°rig netlbyJu1e$han"e"
Date:T021.OB.28 11:2606-07'00 08/25/21
Signature(Apply digital signature last) Date
STEP 2: DEPARTMENT CERTIFIES THE PERSON PROPOSED FOR CONTRACTING WITH THE
COUNTY (CONTRACTOR) HAS NOT BEEN DEBARRED BY ANY FEDERAL, STATE, OR LOCAL
AGENCY.
CERTIFIED: D N/A: El Julie Shannon DgtalyalOnetl6y JWie Shannon
Dete:2oT1.oa.zs 11:2s:21-o7no' 08/25/21
Signature(Apply digital signature last) Date
STEP 3: RISK MANAGEMENT REVIEW (will be added electronically through Laserfiche):
Electronically approved by Risk Management on 8/26/2021.
STEP 4: PROSECUTING ATTORNEY REVIEW(will be added electronically through Laserfiche):
Electronically approved as to form by PAO on 8/30/2021.
Consider changing Philip Morley as the Project Representative.
STEP 5: DEPARTMENT MAKES REVISIONS & RESUBMITS TO RISK MANAGEMENT AND
PROSECUTING ATTORNEY(IF REQUIRED).
STEP 6: CONTRACTOR SIGNS
STEP 7: SUBMIT TO BOCC FOR APPROVAL
1
cones, Board of County Commissioners
r°N 06 9 1820 Jefferson Street
4' PO Box 1220
Port Townsend, WA 98368
Kate Dean,District 1 Heidi Eisenhour,District 2 Greg Brotherton, District 3
�`SNI NG'S.
September 13 2021
Department of Natural Resources
Conservation, Recreation and Transactions Division
Bob Winslow
P.O. Box 47014
Olympia,WA 98504
Dear Bob Winslow,
Enclosed for signature are two (2) originals for INTERAGENCY AGREEMENT re: Trust
Land Transfer of Three (3) Leased Properties; In the Amount of$30,000 and then also the full
amount the County is required to place in Escrow for acquiring such TLT Property from DNR,
including but not limited to the Purchase Price of the Property; Department of Natural Resources
(DNR) and Jefferson County
Please sign all, and return 1 to:
Jefferson County Commissioner's Office
Attn: Adiel McKnight
P.O. Box 1220
Port Townsend, WA 98368
Please contact our office if you have any questions.
Thank you,
Cordially,
Adiel McKnight
Executive Assistant
Phone (360) 385-9100 Fax (360) 385-9382 jeffbocc@co.jefferson.wa.us