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HomeMy WebLinkAboutCONSENT Lease agreement for food waste composting Jefferson County Board of Commissioners Consent Agenda Request To: Board of Commissioners Josh Peters, County Administrator From: Eric Kuzma Public Works Director Agenda Date: January 20,2026 Subject: Lease Agreement with StrongerTowns dba Return to Earth Statement of Issue: Return to Earth has requested a lease of unused County property adjacent to the County transfer station operation for the development of a small-scale food waste composting operation. This request is consistent with the goal of the Solid Waste Management Plan(SWMP)of using the private sector to deliver elements of the solid waste program when feasible and, if successful, this start-up would assist with meeting SWMP waste diversion goals. Analysis/Strategic Goals/Pro's& Con's: The decentralized model of food waste diversion that Public Works launched in 2008 and continues to fund through the set-aside from yard debris transactions has brought the County to within an estimated 550 annual tons of the Statewide diversion goal within the 2023 Organics Management Act of a 75% organics diversion rate. The addition of Return to Earth's off-site collection of food waste to Public Works' current food waste diversion program has the potential to achieve the target 75%diversion rate. Fiscal Impact/Cost Benefit Analysis: The Lease Agreement has a term of three years with an annual base rent of$100.00 pulse leasehold excise tax of$12.84 with a full-term rent amount of $338.52. Should the business fail and Return to Earth abandon the facility the County could be left with feedstock/unfinished product that would cost an estimated $8,000 to landfill if it could not be used as feedstock for the City of Port Townsend's biosolids operation located on the same property. Should the business achieve its highest potential throughput the annual loss in tipping fee revenue would be an estimated$45,000. The highest potential loss in tipping fee revenue pales in comparison to the capital expenditure and on-going operations and maintenance costs for a centralized food waste composting facility which is the prescriptive model for urban Counties that fall under the Organics Management Act(OMA) requirements. Should rural counties lose their current exemption in future OMA amendments it would benefit Jefferson County to demonstrate that it has already met OMA diversion goals. The County has no obligation under the Lease for the costs associated with any necessary improvements, maintenance, or operations of the proposed facility nor for securing required permits. Recommendation: Public Works recommends that the Board of County Commissioners executes the Lease Agreement with Return to Earth. Department Contact: Al Cairns, Solid Waste Manager x213 Reviewed By: AityL-4 Jos Peters,County Administrator Dat CONTRACT REVIEW FORM Clear Form (INSTRUCTIONS ARE ON THE NEXT PAGE) CONTRACT WITH: StrongerTowns dbe Return to Earth Contract No:/ t/c2O Oa Contract For: Lands License Term: 3 years COUNTY DEPARTMENT: Public Works Contact Person: Al Cairns Contact Phone: 380-385-9213 Contact email: acaims®co.Jefferson.wa.us AMOUNT: N/A PROCESS: _ Exempt from Bid Process Revenue: N/A _ Cooperative Purchase Expenditure: Competitive Sealed Bid Matching Funds Required: N/A _ Small Works Roster Sources(s)of Matching Funds N/A _ Vendor List Bid Fund# N/A RFP or RFQ Munis Org/Obj N/A if Other: Lands License Request APPROVAL STEPS: STEP 1: DEPARTMENT CERTIFIES COMPL4CE WITH JCC 3.55.080 AND CHAPTER 42.23 RCW. i CERTIFIED: E■ N/A: G i� ��� 1��0/z S� Signature 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: El N/A: c:— i///pj z s' Signature Date STEP 3: RISK MANAGEMENT REVIEW(will be added electronically through Laserfiche): Electronically approved by Risk Management on 1/9/2026. STEP 4: PROSECUTING ATTORNEY REVIEW(will be added electronically through Laserfiche): ✓Electronically approved as to form by PAO on 1/8/2026. Thanks for modifying the document to address PAO concerns. 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 LEASE OF JEFFERSON COUNTY PREMISES IN CONSIDERATION OF Jefferson County, Washington leasing the Leased Premises to Return to Earth,acting through StrongerTowns,and the mutual benefits and obligations set forth in this Lease, the receipt and sufficiency of which consideration is hereby acknowledged, the parties agree as follows: 1. PROPERTY. The Property is located at 325 County Landfill Rd., Port Townsend WA 98368. 2. LESSEE. Return to Earth,2039 Taylor St., Port Townsend, WA 98368. 3. LESSOR. The Lessor shall be Jefferson County, Washington, a municipal corporation. 4. DEFINITIONS. When used in this Lease, the following terms have the meanings indicated below: a. "Leased Property" or "Property" means; the approximate 83,537 square feet of property shown in Exhibit A. b. "County"means Jefferson County, a municipal corporation. c. "Environmental Law(s)" means any law or regulation relating to health, pollution, or protection of the environment,whether federal, state or local. d. "Facility" or "Facilities" means the transfer station including all areas and infrastructure necessary for transfer station operations. e. "Hazardous Substances" means contaminants, hazardous substances, hazardous wastes, pollutants, toxic substances or any other substances, the removal of which is required or the use of which is restricted,prohibited,or penalized by any Environmental Law. f. "Lease"means this Lease of Jefferson County Premises. g. "Leased Premises"means the leased premises described in Section 5 of this Lease. h. "Parties"means the parties to this Lease. i. "Permitted Uses"means the permitted and prohibited uses in Section 6 of this Lease. j. "Property"means the property described in Section 1 of this Lease. k. "Return to Earth"means Return to Earth,2039 Taylor St.,Port Townsend,WA 98368. 1. "Rent"means the total annual payment made by Return to Earth to Jefferson County. m. "Term"means the term described in Section 7 of this Lease. LEASE OF JEFFERSON COUNTY PREMISES 1/1/2026 Page 1 of 21 5. LEASED PREMISES. a. The Leased Premises at the Property are the approximate 83,537 square feet of unimproved property to the East of the Jefferson County Transfer Station and shown in Exhibit A. b. While Return to Earth, or an assignee or subtenant approved by the County, is using and occupying the Leased Premises for the Permitted Uses and is not in default under this Lease,the County agrees not to lease to any other person: the approximate 83,537 square feet of unimproved property to the East of the Jefferson County Transfer Station and shown in Exhibit A. c. The Leased Premises are provided to Return to Earth without any fixtures, chattels or leasehold improvements. d. The County reserves the right in its reasonable discretion to alter,reconstruct, expand, withdraw from or add to the Leased Premises. In the exercise of those rights, the County undertakes to use reasonable efforts to minimize any interference with Return to Earth' use of the Leased Premises and to use reasonable efforts to ensure that direct entrance to and exit from the Leased Premises is maintained. e. The County reserves the right for itself and for all persons authorized by it,to erect,use and maintain wiring,mains,pipes and conduits and other means of distributing services in and through the Leased Premises,and at all reasonable times to enter upon the Leased Premises for the purpose of installation,maintenance or repair,and such entry shall not be an interference with Return to Earth' possession under this Lease. f. The County reserves the right, when necessary, by reason of accident or in order to make repairs, alterations or improvements relating to the Leased Premises as reasonably necessary and to interrupt or suspend the supply of electricity, water and other services to the Leased Premises until the repairs, alterations or improvements have been completed. There shall be no abatement in rent because of such obstruction, interruption or suspension provided that the repairs, alterations or improvements are made as expeditiously as is reasonably possible. g. Subject to this Lease,Return to Earth shall have the non-exclusive right to use for their proper and intended purposes,during business hours in common with all others entitled thereto those parts of the Facilities from time to time permitted by the County. The Facilities shall at all times be subject to the exclusive control and management of the County. The County shall operate and maintain the Facilities in such manner as the County determines from time to time. 6. PERMITTED AND PROHIBITED USES. a. Return to Earth is permitted to use the Leased Premises for the production of compost provided that all feedstock required for said compost production is delivered to the Leased Premises by Return to Earth. LEASE OF JEFFERSON COUNTY PREMISES 1/1/2026 Page 2 of 21 b. Subject to all the terms of this Lease, Return to Earth shall be entitled to the exclusive use to use of the Leased Premises. c. Return to Earth shall not do, omit or permit to be done or omitted upon the Leased Premises anything which will cause any rate of coverage by the Washington Counties Risk Pool upon the Facilities to be increased or cause such insurance to be cancelled. If any such rate of coverage by the Washington Counties Risk Pool will be increased as previously mentioned, Return to Earth shall pay to the County the amount of the increase as Additional Rent. If any coverage by the Washington Counties Risk Pool upon the Facilities is cancelled or threatened to be cancelled by reason of the use or occupancy by Return to Earth or any such act or omission, Return to Earth shall immediately remedy or rectify such use, occupation, act or omission upon being requested to do so by the County, and if Return to Earth fails to so remedy or rectify, the County may at its option terminate this Lease and Return to Earth shall immediately deliver up possession of the Leased Premises to the County. d. Return to Earth shall not at any time during the Term of this Lease use,exercise, carry on or permit or suffer to be used, exercised,carried on,in or upon the Leased Premises or any part of the Leased Premises, any noxious, noisome or offensive act, trade business occupation or calling,and no act,matter or thing whatsoever shall at any time during the said term be done in or upon the Leased Premises, or any part Leased Premises,which will or may be or grow to the annoyance,nuisance,grievance,damage or disturbance of the occupiers or owners of the Building, or adjoining lands or the Leased Premises. e. Vehicles which the County reasonably considers unsightly, noisy, dangerous, improperly insured,inoperable or unlicensed are not permitted, and such vehicles may be towed away at Return to Earth' expense. f. Parking facilities are provided at Return to Earth' own risk. g. Return to Earth is required to park in only the area or space allotted to it. h. Return to Earth shall not make (or allow to be made) any noise or nuisance which, in the reasonable opinion of the County, disturbs the comfort or convenience of other tenants. i. Return to Earth shall dispose of its trash in a timely,tidy, proper and sanitary manner. j. Return to Earth shall not engage in any illegal trade or activity on or about the Leased Premises. k. The County and Return to Earth shall comply with standards of health, sanitation, fire, housing and safety as required by law. 1. No pets or animals are allowed to be kept in or about the Leased Premises or in any common areas in the Building containing the Leased Premises. LEASE OF JEFFERSON COUNTY PREMISES 1/1/2026 Page 3 of 21 7. TERM. a. The term of this lease shall be from 12:00 noon on January 15, 2026 to December 31, 2028. b. Should Return to Earth remain in possession of the Leased Premises with the consent of the County after the natural expiration of this Lease, a new tenancy from month to month shall be created between the County and Return to Earth which shall be subject to all the terms and conditions of this Lease but shall be terminable upon either party giving ninety (90) days' notice to the other party. 8. RENT. a. Base Rent. Subject to the provisions of this Lease, Return to Earth shall pay a base annual rent of $100.00, for the Leased Premises, without setoff, abatement or deduction. b. In addition to the Base Rent Return to Earth will pay the 12.84 percent leasehold excise tax in the amount of$12.84 per year for each year under this Lease. c. In addition to the Base Rent, Return to Earth shall pay as Additional Rent any other amount the County is required to pay from fees or taxes arising from Return to Earth' business. d. Return to Earth shall be charged an Additional Rent of$100.00 for any late payment of Rent. e. No acceptance by the County of any amount less than the full amount owed will be taken to operate as a waiver by the County for the full amount or in any way to defeat or affect the rights and remedies of the County to pursue the full amount. 9. ADVANCE RENT. Return to Earth agrees to deliver advanced annual Base Rent and leasehold excise tax on or before January 15 of each year under this Lease in the amount of$112.84 to Jefferson County Public Works at 623 Sheridan Street, Port Townsend, WA 98368, or at such other place as the County may later designate. 10. SECURITY DEPOSIT. a. Upon execution of this Lease, Return to Earth shall pay the County a security deposit equal to the amount of$100.00 to be held by the County without interest. b. The County shall return the Security Deposit to Return to Earth at the end of this tenancy, less such deductions for damages caused by Return to Earth or as otherwise provided in this Lease but no deduction shall be made for damage due to reasonable wear and tear. c. Return to Earth may not use the Security Deposit as payment for Rent. LEASE OF JEFFERSON COUNTY PREMISES 1/1/2026 Page 4 of 21 11. QUIET ENJOYMENT. The County covenants that on paying the Rent and performing the covenants contained in this Lease, Return to Earth shall peacefully and quietly have, hold, and enjoy the Leased Premises for the Term. 12. OVERHOLDING. If Return to Earth continues to occupy the Leased Premises without the written consent of the County after the expiration or other termination of the Term, then, without any further written agreement, Return to Earth shall be a month-to-month Return to Earth at a minimum monthly rental equal to twice the Base Rent and subject always to all of the other provisions of this Lease insofar as the same are applicable to a month-to-month tenancy and a tenancy from year to year shall not be created by implication of law. 13. INSPECTIONS AND LANDLORD'S RIGHT TO ENTER. a. During the Term and any extension or renewal of this Lease,the County and its agents may enter the Leased Premises to make inspections or repairs at all reasonable times. 14.ADDITIONAL RIGHTS ON REENTRY. If the County reenters the Leased Premises or terminates this Lease,then: a. Notwithstanding any such termination or the Term thereby becoming forfeited and void, the provisions of this Lease relating to the consequences of termination shall survive; b. The County may use such reasonable force as it may deem necessary for the purpose of gaining admittance to and retaking possession of the Leased Premises and Return to Earth hereby releases the County from all actions, proceedings, claims and demands whatsoever for and in respect of any such forcible entry or any loss or damage in connection therewith or consequential thereupon; c. The County may expel and remove, forcibly, if necessary, Return to Earth, those claiming under Return to Earth and their effects,as allowed by law,without being taken or deemed to be guilty of any manner of trespass; d. If the County has removed the property of Return to Earth,the County may store such property in a public warehouse or at a place selected by the County, at the expense of Return to Earth. If the County determines in its sole discretion that it is not worth storing such property given its value and the cost to store it, then the County may dispose of such property in its sole discretion and use such funds, if any, towards any indebtedness of Return to Earth to the County. The County shall not be responsible to Return to Earth for the disposal of such property other than to provide any balance of the proceeds to Return to Earth after paying any storage costs and any amounts owed by Return to Earth to the County; e. The County may relet the Leased Premises or any part of the Leased Premises for a term or terms which may be less or greater than the balance of the Term remaining and may grant reasonable concessions in connection with such reletting including any alterations and improvements to the Leased Premises; LEASE OF JEFFERSON COUNTY PREMISES 1/1/2026 Page 5 of 21 f. After reentry,the County may procure the appointment of a receiver to take possession and collect rents and profits of the business of Return to Earth, and, if necessary to collect the rents and profits the receiver may carry on the business of Return to Earth and take possession of the personal property used in the business of Return to Earth, including inventory, trade fixtures, and furnishings, and use them in the business without compensating Return to Earth; g. After reentry, the County may terminate this Lease on giving 5 days' written notice of termination to Return to Earth. Without this notice, reentry of the Leased Premises by the County or its agents shall not terminate this Lease; h. Return to Earth shall pay to the County on demand: i. All Rent, Additional Rent and other amounts payable under this Lease up to the time of reentry or termination, whichever is later; ii. Reasonable expenses as the County incurs or has incurred in connection with the reentering, terminating, reletting, collecting sums due or payable by Return to Earth, realizing upon assets seized; including without limitation, brokerage, fees and expenses and legal fees and disbursements and the expenses of keeping the Leased Premises in good order,repairing the same and preparing them for reletting; and, iii. As liquidated damages for the loss of rent and other income of the County expected to be derived from this Lease during the period which would have constituted the unexpired portion of the Term had it not been terminated, at the option of the County, either: A. An amount determined by reducing to present worth at an assumed interest rate of twelve percent(12%)per annum all Base Rent and estimated Additional Rent to become payable during the period which would have constituted the unexpired portion of the Term, such determination to be made by the County, who may make reasonable estimates of when any such other amounts would have become payable and may make such other assumptions of the facts as may be reasonable in the circumstances; or, B. An amount equal to the Base Rent and estimated Additional Rent for a period of six(6)months. 15. RENEWAL OF THIS LEASE. This Lease may not be renewed, but it may be extended by the written agreement of the parties for up to one(1)year. 16. DEFAULT. a. If Return to Earth is in default in the payment of any money,whether hereby expressly reserved or deemed as any part of the Rent or Additional Rent, and such default continues following any specific due date on which Return to Earth is to make such LEASE OF JEFFERSON COUNTY PREMISES 1/1/2026 Page 6 of 21 payment, or in the absence of such specific due date, for the 30 days following written notice by the County requiring Return to Earth to pay the same then, at the option of the County,this Lease may be terminated upon 15-days' notice and the term shall then immediately become forfeited and void, and the County may without further notice or any form of legal process immediately reenter the Leased Premises or any part of the Leased Premises and in the name of the whole repossess and enjoy the same as of its former state anything contained in this Lease or in any statute or law to the contrary notwithstanding. b. Unless otherwise provided for in this Lease, if Return to Earth does not observe, perform and keep each and every of the non-monetary covenants, agreements, stipulations, obligations, conditions and other provisions of this Lease to be observed, performed and kept by Return to Earth and persists in such default, after 30 days following written notice from the County requiring that Return to Earth remedy,correct or comply or, in the case of such default which would reasonably require more than 30 days to rectify, unless Return to Earth shall commence rectification within the said 30 days' notice period and thereafter promptly and diligently and continuously proceed with the rectification of any such defaults then, at the option of the County, this Lease may be terminated upon 30 days' notice and the term shall then immediately become forfeited and void, and the County may without further notice or any form of legal process immediately reenter the Leased Premises or any part of the Leased Premises and in the name of the whole repossess and enjoy the same as of its former state anything contained in this Lease or in any statute or law to the contrary notwithstanding. c. If and whenever: i. Return to Earth' leasehold interest hereunder, or any goods, chattels or equipment of Return to Earth located in the Leased Premises shall be taken or seized in execution or attachment, or if any writ of execution shall issue against Return to Earth or Return to Earth will become insolvent or commit an act of bankruptcy or become bankrupt or take the benefit of any legislation that may be in force for bankrupt or insolvent debtor or become involved in voluntary or involuntary winding up, dissolution or liquidation proceedings, or if a receiver shall be appointed for the affairs, business,property or revenues of Return to Earth; or ii. Return to Earth fails to commence,diligently pursue and complete Return to Earth' work to be performed under any agreement to lease pertaining to the Leased Premises or vacate or abandon the Leased Premises, or fail or cease to operate or otherwise cease to conduct business from the Leased Premises, or use or permit or suffer the use of the Leased Premises for any purpose other than as permitted in this clause, or make a bulk sale of its goods and assets which has not been consented to by the County, or move or commence, attempt or threaten to move its goods, chattels and equipment out of the Leased Premises other than in the routine course of its business; LEASE OF JEFFERSON COUNTY PREMISES 1/1/2026 Page 7 of 21 then, and in each such case, at the option of the County, this Lease may be terminated without notice and the term shall then immediately become forfeited and void, and the County may without notice or any form of legal process immediately reenter the Leased Premises or any part of the Leased Premises and in the name of the whole repossess and enjoy the same as of its former state anything contained in this Lease or in any statute or law to the contrary notwithstanding. d. If that the County has terminated this Lease pursuant to this section, on the expiration of the time fixed in the notice, if any, this Lease and the right, title, and interest of Return to Earth under this Lease shall terminate in the same manner and with the same force and effect, except as to Return to Earth' liability,as if the date fixed in the notice of cancellation and termination were the end of this Lease. 17. DISTRESS. a. If and whenever Return to Earth is in default in payment of any money,whether hereby expressly reserved or deemed as any part of the Rent or Additional Rent, the County may, without notice or any form of legal process, enter upon the Leased Premises and seize,remove and sell Return to Earth' goods,chattels and equipment from the Leased Premises or seize, remove and sell any goods, chattels and equipment at any place to which Return to Earth or any other person may have removed them,in the same manner as if they had remained and been distrained upon the Leased Premises, all notwithstanding any rule of law or equity to the contrary. b. Return to Earth hereby knowingly waives and renounces the benefit of any present or future statute or law limiting or eliminating the County's right of distress. 18. RETURN TO EARTH IMPROVEMENTS. Return to Earth shall obtain written permission from the County before making any improvements to the Leased Premises including, but not limited to: a. Utility extensions; b. Clearing and grubbing; c. Grading; d. Stormwater catchment; e. Erecting buildings or any type; f. Affixing to or erecting upon or near the Leased Premises any radio or TV antenna or tower, or satellite dish; or, g. Installing or affixing upon or near the Leased Premises any plant, equipment, machinery or apparatus. LEASE OF JEFFERSON COUNTY PREMISES 1/1/2026 Page 8 of 21 19. LANDLORD IMPROVEMENTS. The County bears no obligation to make improvements to the Leased Premises. 20. LANDLORD CHATTELS. The County will not supply any chattels. 21. SIGNS. Return to Earth may not erect, install, or maintain a sign of a kind or size at the Leased Premises, unless first approved in writing by the County. 22.ABANDONMENT BY RETURN TO EARTH. a. If at any time during the term of this Lease, Return to Earth abandons the Leased Premises or any part of the Leased Premises, the County may, at its option, enter the Leased Premises by any means without being liable for any prosecution for such entering, and without becoming liable to Return to Earth for damages or for any payment of any kind whatever,and may,at the County's discretion,as agent for Return to Earth,re-rent the Leased Premises,or any part of the Leased Premises,for the whole or any part of the then unexpired term,and may receive and collect all rent payable by virtue of such re-renting, and, at the County's option, hold Return to Earth liable for any difference between the rent that would have been payable under this Lease during the balance of the unexpired term, if this Lease had continued in force,and the net rent for such period realized by the County by means of the re-renting. b. If the County's right of reentry is exercised following abandonment of the Leased Premises by Return to Earth, then the County may consider any personal property belonging to Return to Earth and left on the Leased Premises to also have been abandoned, in which case the County may dispose of all such personal property in any manner the County shall deem proper and is relieved of all liability for doing so. 23. TERMINATION. a. Either party for cause upon 10-days written notice may terminate this Lease. b. Either party without cause upon 30-days written notice may terminate this Lease. 24. SUBORDINANTION AND ATTORNMENT. a. This Lease and Return to Earth' rights under this Lease shall automatically be subordinate to any mortgage or mortgages, or encumbrance resulting from any other method of financing or refinancing, now or afterwards in force against the Property or any part of the Property, as now or later constituted, and to all advances made or afterwards made upon such security; and, upon the request of the County, Return to Earth shall execute such documentation as reasonably may be required by the County in order to confirm and evidence such subordination. b. Return to Earth shall, in the event any proceedings are brought, whether in foreclosure or by way of the exercise of the power of sale or otherwise, under any other mortgage or other method of financing or refinancing made by the County in respect of the Building, or any portion of the Building, attorn to the encumbrancer upon any such LEASE OF JEFFERSON COUNTY PREMISES 1/1/2026 Page 9 of 21 foreclosure or sale and recognize such encumbrancer as the County under this Lease, but only if such encumbrancer will so elect and require. c. Upon the written request of Return to Earth, the County agrees to request any mortgagee or encumbrancer of the Lands (present or future) to enter into a non- disturbance covenant in favor of Return to Earth, whereby such mortgagee or encumbrancer shall agree not to disturb Return to Earth in its possession and enjoyment of the Leased Premises for so long as Return to Earth is not in default under this Lease. 25. LIENS. a. Return to Earth shall immediately upon demand by the County remove or cause to be removed and afterwards institute and diligently prosecute any action that pertains to the County or the Property, any builders' or other lien or claim of lien noted or filed against or otherwise constituting an encumbrance on any title of the County that results from an act or omission of Return to Earth. b. Without limiting the obligations of Return to Earth,the County may cause the same to be removed, in which case Return to Earth shall pay to the County as Additional Rent, such cost including the County's legal costs and reasonable attorney's fees. 26. CONDITIONS AND ACCEPTANCE OF LEASED PREMISES. Return to Earth accepts the Leased Premises in its current condition. By occupying the Leased Premises, Return to Earth conclusively shall be deemed to have accepted the Leased Premises as being in the condition required by this Lease. 27. LESSEE'S REPAIRS AND ALTERATIONS. a. Return to Earth covenants with the County to occupy the Leased Premises in a tenant- like manner and not to commit or permit waste. b. When it becomes aware of same,Return to Earth shall notify the County of any damage to or deficiency or defect in any part of the Leased Premises. c. Return to Earth covenants with the County that the County, its servants, agents and workmen may enter and view the state of repair of the Leased Premises and that Return to Earth shall repair the Leased Premises according to notice in writing received from the County. If Return to Earth refuses or neglects to repair as soon as reasonably possible after written demand,the County may,but shall not be obligated to,undertake such repairs without liability to Return to Earth for any loss or damage that may occur to Return to Earth' merchandise, fixtures or other property or to Return to Earth' business by such reason, and upon such completion, Return to Earth shall pay, upon demand, as Additional Rent, the County's cost of making such repairs plus fifteen percent(15%) of such cost for overhead and supervision. d. Return to Earth shall not use or keep any device which might overload the capacity of any floor, wall, utility, electrical or mechanical facility or service in the Leased Premises. LEASE OF JEFFERSON COUNTY PREMISES 1/1/2026 Page 10 of 21 e. Return to Earth shall not make or permit others to make alterations, additions or improvements to the Leased Premises or otherwise without first obtaining the County's written approval, such written approval not to be unreasonably withheld in the case of alterations, additions or improvements to the Leased Premises. f. Return to Earth shall not install in or for the Leased Premises any special locks, gates, walls, or other such apparatus without the prior written agreement of both the County and Return to Earth. g. When seeking any approval of the County for Return to Earth repairs or alterations as required in this Lease, Return to Earth shall present to the County plans and specifications of the proposed work which shall be subject to the prior approval of the County,not to be unreasonably withheld or delayed. h. Return to Earth shall promptly pay all contractors,material suppliers and workpersons so as to minimize the possibility of a lien attaching to the Leased Premises or the Building. Should any claim of lien be made or filed Return to Earth shall promptly cause the same to be discharged. i. Return to Earth shall be responsible at its own expense to replace all electrical or water supply fixtures serving the Leased Premises. 28. EMINENT DOMAIN AND EXPROPRIATION. a. If during the term of this Lease, title is taken to the whole or any part of the Property by any competent authority under the power of eminent domain or by expropriation, which taking, in the reasonable opinion of the County, does not leave a sufficient remainder to constitute an economically viable Leased Premises,the County may at its option, terminate this Lease on the date possession is taken by or on behalf of such authority. b. Upon such taking, Return to Earth shall immediately deliver up possession of the Leased Premises. c. In the event of any such taking, Return to Earth shall have no claim upon the County for the value of its property or the unexpired portion of the term of this Lease, but the parties shall each be entitled to separately advance their claims for compensation for the loss of their respective interests and to receive and retain such compensation as may be awarded to each respectively. d. If an award of compensation made to the County specifically includes an award for Return to Earth, the County shall account for that award to Return to Earth and vice versa. 29. CONDEMNATION. a. A condemnation of the Return to Earth improvements or any portion of the Property shall result in termination of this Lease. LEASE OF JEFFERSON COUNTY PREMISES 1/1/2026 Page 11 of 21 b. The County shall receive the total of any consequential damages awarded because of the condemnation proceedings. c. In the event of any such condemnation, Return to Earth shall have no claim upon the County for the value of its property or the unexpired portion of the term of this Lease, but the parties shall each be entitled to separately advance their claims for compensation for the loss of their respective interests and to receive and retain such compensation as may be awarded to each respectively. d. If an award of compensation made to the County specifically includes an award for Return to Earth, the County shall account for that award to Return to Earth and vice versa. 30. CARE AND USE OF LEASED PREMISES. a. Return to Earth shall dispose of any trash at the Leased Premises in a timely, tidy, proper, and sanitary manner. b. Return to Earth shall not engage in or permit any illegal trade or activity on or about the Leased Premises. c. Return to Earth shall comply with standards of health, sanitation, fire, housing, and safety as required by law. 31.RULES AND REGULATIONS. Return to Earth shall obey all rules and regulations posted by the County regarding the use and care of the Property that are provided for the use of Return to Earth in and around the Leased Premises. 32. SURRENDER THE LEASED PREMISES AT THE END OF THE TERM. a. Return to Earth covenants to surrender the Leased Premises, at the expiration of the tenancy created in this Lease, in the same condition as the Leased Premises were in upon delivery of possession under this Lease,reasonable wear and tear,damage by fire or the elements, and unavoidable casualty excepted, and agrees to surrender all keys for the Leased Premises to the County at the place then fixed for payment of Rent and shall inform the County of all combinations to locks, safes and vaults, if any. b. All alterations, additions and improvements constructed or installed in the Leased Premises and attached in any manner shall remain upon and be surrendered with the Leased Premises and shall become the absolute property of the County except to the extent that the County requires removal of such items. c. If Return to Earth abandons the Leased Premises or if this Lease is terminated before the proper expiration of the Term due to a default on the part of Return to Earth then, in such event,as of the moment of default of Return to Earth all trade fixtures of Return to Earth(whether or not attached in any manner to the Leased Premises) shall, except to the extent the County requires the removal of such items,become and be deemed to be the property of the County without indemnity to Return to Earth and as liquidated LEASE OF JEFFERSON COUNTY PREMISES 1/IR026 Page 12 of 21 damages in respect of such default but without prejudice to any other right or remedy of the County. d. Notwithstanding that any alterations, additions, improvements or fixtures are or may become the property of the County, Return to Earth shall immediately remove all or part of the same and shall make good any damage caused to the Leased Premises resulting from the installation or removal of such fixtures, all at Return to Earth' expense, should the County so require by notice to Return to Earth. e. If Return to Earth, after receipt of such notice from the County, fails to promptly remove any trade fixtures, alterations, improvements and fixtures in accordance with such notice, the County may enter into the Leased Premises and remove from the Leased Premises all or part of such trade fixtures, alterations, additions, improvements and fixtures without any liability and at the expense of Return to Earth,which expense shall immediately be paid by Return to Earth to the County. f. Return to Earth' obligation to observe or perform the covenants contained in this Lease shall survive the expiration or other termination of the Term. 33. HAZARDOUS SUBSTANCES. a. Return to Earth shall not keep or allow others to keep any Hazardous Substances at the Property. b. Return to Earth represents and warrants that it shall during the term of this Lease conduct its operations on the Property in compliance with all applicable Environmental Laws. c. If at any time during or after the term of this Lease, the Property is found to be contaminated by any Hazardous Substance, Return to Earth shall defend, indemnify, and hold harmless the County for any investigation or the remediation of such contamination to the satisfaction of a lead regulatory agency and for the defense and indemnity of the County for any claims made related to the presence of any Hazardous Substance at the Property,pursuant to the indemnity provision in this Lease. 34. FORCE MAJEURE. If the County or Return to Earth will be unable to fulfill, or shall be delayed or prevented from the fulfillment of, any obligation in this Lease by reason of municipal delays in providing necessary approvals or permits, the other party's delay in providing approvals as required in this Lease, strikes, labor troubles, third-party lockouts, inability to procure materials or services, power failure, restrictive governmental laws or regulations,fire,flood,earthquake, lightning, storm,acts of God or our country's enemies, riots, insurrection, sabotage, rebellion, war or other reasons of like nature beyond the reasonable control of the party delayed or prevented from fulfilling any obligation in this Lease (excepting any delay or prevention from such fulfillment caused by a lack of funds or other financial reasons) and provided that such party uses all reasonable diligence to overcome such unavoidable delay, then the time period for performance of such an obligation will be extended for a period equivalent to the duration of such unavoidable delay. LEASE OF JEFFERSON COUNTY PREMISES 1/1/2026 Page 13 of 21 35. REMEDIES CUMULATIVE.No reference to or exercise of any specific right or remedy by either party will prejudice or preclude either party from any other remedy whether allowed at law or in equity or expressly provided for in this Lease.No such remedy will be exclusive or dependent upon any other such remedy,but each party may from time to time exercise any one or more of such remedies independently or in combination. 36. PERFORMANCE UPON DEFAULT. If either party fails to observe, perform or keep any of the provisions of this Lease to be observed,performed or kept by it and such failure is not rectified within the time limits specified in this Lease,the other party may,but shall not be obliged to, at its discretion and without prejudice, rectify the default of that party. Each party shall have the right to enter this Leased Premises for the purpose of correcting or remedying any default of the other party and to remain until the default has been corrected or remedied; however, any expenditure by such party incurred in any correction of a default of the other party will not be deemed to waive or release such default or the party's right to take any action as may be otherwise permissible under this Lease in the case of any default. 37. CONDITION PRECEDENT TO EFFECTIVENESS OF THIS AGREEMENT. This Lease is contingent upon written approval by the County Board of Commissioners. 38. CONTROLLING LAW. It is understood and agreed that this Lease is entered into in the State of Washington. This Lease shall be governed by and construed in accordance with the laws of the United States, the State of Washington, and the County of Jefferson, as if applied to transactions entered into and to be performed wholly within Jefferson County, Washington between Jefferson County residents. No party shall argue or assert that any state law other than Washington law applies to the governance or construction of this Lease. 39.JURISDICTION AND VENUE. Should either party bring any legal action,each party in such action shall bear the cost of its own attorney's fees and court costs. The venue for any legal action shall be solely in the appropriate state court in Jefferson County, Washington, subject to the venue provisions for actions against counties in RCW 36.01.050. 40. ENTIRE AGREEMENT. This Lease memorializes the entire agreement of the parties and all parts of this Lease are listed in this Lease. No representation or promise not expressly contained in this Lease has been made. The parties are not entering into this Lease based on any inducement,promise or representation,expressed or implied,which is not expressly contained in this Lease. This Lease supersedes all prior or simultaneous representations, discussions,negotiations,and agreements, whether written or oral,within the scope of this Lease. 41. LEGAL AND REGULATORY COMPLIANCE. Return to Earth shall, in performing the services contemplated by this Lease, faithfully observe, and comply with all federal, state, and local laws, ordinances and regulations applicable to the services to be rendered under this Lease. LEASE OF JEFFERSON COUNTY PREMISES 1/1/2026 Page 14 of 21 42. INDEMNITY. a. Return to Earth shall defend, indemnify and hold the County, its officers, officials, employees,agents and volunteers harmless all loss and damage and all actions,claims, costs, demands, expenses, fines, liabilities, and suits of any nature whatsoever for which the County will or may become liable, incur or suffer by reason of a breach, violation, or nonperformance by Return to Earth of any covenant, term or provision hereof or by reason of any builders' or other liens for any work done or materials provided or services rendered for alterations, improvements or repairs, made by or on behalf of Return to Earth to the Property, or by reason of any injury occasioned to or suffered by any person or damage to any property,or by reason of any wrongful act or omission, default or negligence on the part of Return to Earth or any of its agents, concessionaires, contractors, customers, employees, invitees or licensees in or about the Property. b. Between the County and Return to Earth,the County shall not be liable for any damage caused by use of the Leased Premises by Return to Earth. c. Between the County and Return to Earth, the County shall not be liable for any loss, injury, or damage to persons or property for any acts or omissions at the Property by Return to Earth or its employees or agents or any persons not the agents or representatives. d. Between the County and Return to Earth,the County shall not be liable for any loss or damage caused by acts or omissions on the Leased Premises by any other person,their employees or agents or any persons that are not the agents or representatives of the County. e. All property kept or stored on or in the Property by Return to Earth shall be at the sole risk of Return to Earth. f. Should a court of competent jurisdiction determine that this Lease is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of Return to Earth and the County, its officers, officials, employees, agents and volunteers, Return to Earth' liability, including the duty and cost to defend shall be only to the extent of Return to Earth' negligence. g. It is further specifically and expressly understood that the indemnification provided herein constitutes Return to Earth' waiver of immunity under Industrial Insurance,Title 51 RCW,solely for the purposes of this indemnification.This waiver has been mutually negotiated by the parties. h. The provisions of indemnity shall survive the expiration or termination of this Lease. 43. DAMAGE TO THE PROPERTY. LEASE OF JEFFERSON COUNTY PREMISES 1/1/2026 Page 15 of 21 a. Return to Earth shall be responsible for the repair of any and all damage caused to the Property, caused by Return to Earth, its employees or agents. b. Return to Earth shall promptly notify the County of any damage, or of any situation that may significantly interfere with the normal use of the Property. 44. GENERAL LESSEE INSURANCE REQUIREMENTS. a. One of the following methods shall evidence insurance coverage: (1) Certificate of insurance; or, (2) Self-insurance through an irrevocable Letter of Credit from a qualified financial institution. b. Any deductibles or self-insured retention shall be declared to and approved by the County prior to the approval of this Lease by the County. At the option of the County, the insurer shall reduce or eliminate deductibles or self-insured retention, or Return to Earth shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. c. Failure of Return to Earth to take out or maintain any required insurance shall not relieve Return to Earth from any liability under this Lease, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations concerning indemnification of the County. d. Return to Earth' insurers shall have no right of recovery or subrogation against the County (including its employees and other agents and agencies), it being the intention of the parties that the insurance policies so affected shall protect all the parties and shall be primary coverage for all losses covered by the above described insurance. e. Insurance companies issuing Return to Earth' insurance policy or policies shall have no recourse against the County(including its employees and other agents and agencies) for payment of any premiums or for assessments under any form of insurance policy. f. All deductibles in Return to Earth' insurance policies shall be assumed by and be at the sole risk of Return to Earth. g. Any judgments for which the County may be liable, in excess of insured amounts required by this Lease, or any portion thereof, may be withheld from payment due, or to become due,to Return to Earth until Return to Earth shall furnish additional security covering such judgment as may be determined by the County. h. Any coverage for third party liability claims provided to the County by a"Risk Pool" created pursuant to Ch. 48.62 RCW shall be non-contributory with respect to any insurance policy Return to Earth shall provide to comply with this Lease. i. The County may, upon Return to Earth' failure to comply with all provisions of this Lease relating to insurance, withhold payment or compensation that would otherwise be due to Return to Earth. LEASE OF JEFFERSON COUNTY PREMISES 1/1/2026 Page 16 of 21 j. Return to Earth shall provide a copy of all insurance policies specified in this Lease. k. Written notice of cancellation or change in Return to Earth' insurance required by this Lease shall reference the project name and agreement number and shall be mailed to the County at the following address: Jefferson County Public Works, 623 Sherian Street, Port Townsend, WA 98368. 1. Return to Earth' liability insurance provisions shall be primary and noncontributory with respect to any insurance or self-insurance programs covering the County, its elected and appointed officers, officials, employees, and agents. m. Any failure to comply with reporting provisions of the insurance policies shall not affect coverage provided to the County, its officers, officials, employees, or agents. n. Return to Earth' insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. o. Return to Earth shall include all sublessees as insured under its insurance policies or shall furnish separate certificates and endorsements for each sublessee. All insurance coverage for sublessees shall be subject to all the requirements stated in this Lease.The insurance limits mandated for any insurance coverage required by this Lease are not intended to be an indication of exposure nor are they limitations on indemnification. p. Return to Earth shall maintain all required insurance policies in force from the time services commence until services are completed. Certificates, insurance policies, and endorsements expiring before completion of services shall be promptly replaced. q. Return to Earth shall place insurance with insurers licensed to do business in the State of Washington and having A.M. Best Company ratings of no less than A-, with the exception that excess and umbrella coverage used to meet the requirements for limits of liability or gaps in coverage need not be placed with insurers or re-insurers licensed in the State of Washington. r. Certificates of insurance as required by this Lease shall be delivered to the County within fifteen(15)days of execution of this Lease. s. The County shall be named as an"additional insured"on all insurance policies required by this Lease. t. Return to Earth shall furnish the County with properly executed certificates of insurance that, at a minimum, shall include: (1) The limits of overage; (2) The certificate holder as Jefferson County, Washington and its elected officials, officers, and employees with the address of Jefferson County Public Works, 623 Sheridan Street,Port Townsend,WA 98368, and, (3)A statement that the insurance policy shall not be canceled or allowed to expire except on thirty (30) days prior written notice to the County. LEASE OF JEFFERSON COUNTY PREMISES 1/1/2026 Page 17 of 21 u. To the extent a certificate of insurance lists or refers to any endorsements solely by name, description or number it shall be the responsibility of Return to Earth to obtain and provide to the Jefferson County Public Works full and complete copy of the texts of such endorsements. v. If the proof of insurance or certificate indicating the County is an"additional insured" to an insurance policy obtained by Return to Earth refers to an endorsement(by number or name) but does not provide the full text of that endorsement, then it shall be the obligation of Return to Earth to obtain the full text of that endorsement and forward that full text to the County. 45. REQUIRED LEASEE INSURANCE COVERAGES. Return to Earth shall obtain and keep in force during the terms of the Agreement, policies of insurance as follows: a. Return to Earth shall obtain and keep in force during the terms of the Agreement, policies of insurance as follows: b. Worker's Compensation Insurance for employees and covered volunteers in an amount or amounts that are not less than the required statutory minimum(s) as established by the State of Washington. c. Commercial Automobile Liability Insurance providing bodily injury and property damage liability coverage for all owned and non-owned vehicles assigned to or used in the performance of the work for a combined single limit of not less than$500,000 each occurrence. d. General Commercial Liability Insurance in an amount not less than a single limit of one million dollars ($1,000,000)per occurrence and an aggregate of not less than two (2) times the occurrence amount ($2,000,000 minimum) for bodily injury, including death and property damage, unless a greater amount is specified in the contract specifications. The insurance coverage shall contain no limitations on the scope of the protection provided and include the following minimum coverage: e. Broad Form Property Damage, with no employee exclusion; f. Personal Injury Liability, including extended bodily injury; g. Broad Form Contractual/Commercial Liability—including completed operations; h. Premises—Operations Liability (M&C); and, i. Blanket Contractual Liability. j. Excess or Umbrella Liability Insurance (Over Primary) of two million dollars ($2,000,000)per occurrence and two million dollars($2,000,000)in the aggregate,and shall provide coverage at least as broad as specified for the underlying coverages. Such policy or policies shall include as insureds those covered by the underlying policies, including additional insureds. Coverage shall be "pay on behalf," with defense costs LEASE OF JEFFERSON COUNTY PREMISES 1/1/2026 Page 18 of 21 payable in addition to policy limits. There shall be no cross liability exclusion precluding coverage for claims or suits by one insured against another. 46. COVERAGE OF THE COUNTY BY THE WASHINGTON COUNTIES RISK POOL. a. The County has liability coverage under a memorandum of liability coverage with the Washington Counties Risk Pool. b. The County also has property coverage with the Washington Counties Risk Pool. c. During the Term of this Lease, The County shall maintain its liability and property coverage with the Washington Counties Risk Pool. 47. NO ASSIGNMENT.Without the prior,express,and written consent of the County,Return to Earth shall not assign this Lease.Any assignment of this Lease without the prior written consent of the County shall be void and shall,at the County's option,terminate this Lease. This Lease shall not be assignable by operation of law. 48. BINDING ON SUCCESSORS AND ASSIGNS. The covenants and agreements of this Lease shall be binding upon the heirs, executors, administrators, successors and assigns of all parties. 49. MATERIAL TERMS. For the avoidance of doubt, all terms, conditions, and representations of this Lease are material terms. 50. TIME IS OF THE ESSENCE.Time is of the essence in this Lease. 51. AMENDMENT OF THIS LEASE. Any amendment or modification of this Lease or additional obligation assumed by either party to this Lease in connection with this Lease shall only be binding if evidenced in writing signed by each party or an authorized representative of each party. 52. REPRESENTATIONS. The parties shall represent to each other that each party has the necessary authority to enter into the transaction contemplated by this Lease. 53. ADDRESSES FOR NOTICE. a. The address for service of Return to Earth is 2039 Taylor Street, Port Townsend, WA 98368. The phone number of Return to Earth is(360) 531-4538; and, b. The address for service of the County is the Jefferson County Public Works, 623 Sheridan Street, Port Townsend, WA 98368, both during this tenancy and after it is terminated. The phone number of the County is (360) 385-9160. END OF TEMPORARY LEASE—SIGNTURES FOLLOW ON NEXT PAGE LEASE OF JEFFERSON COUNTY PREMISES 1/1/2026 Page 19 of 21 JEFFERSON COUNTY WASHINGTON RETURN TO EARTH, INC. Board of County Commissioners Jefferson County, Washington /L keli Dixon 1/9/2026 Signature Date Heather Dudley-Nollette, District 1 Date Keith Dixon Name Heidi Eisenhour, District 2 Date Director of Return to Earth Title Greg Brotherton, District 3 Date SEAL: ATTEST: Carolyn Galloway Date Deputy Clerk of the Board Approved as to form only: c December 8,2026 Philip C. Hunsucker Date Chief Civil Deputy Prosecuting Attorney LEASE OF JEFFERSON COUNTY PREMISES 1/1/2026 Page 20 of 21 EXHIBIT A . ,.. •.;.-.3.-,,',A,,,.-- -.:,--. . .. -,.,..- ,- • • k, ,.,,,c-,.,:tli;-,,.`•? _Ir.,.. •; :_ ,...- ..mk. .' ,, •. . ...,-., ie ah • . 7 - . . .•lit . . - .- tl.;;:r I. .!-4;.., r; .., . - -- ,:. 4 .....•\ ,,-.._,.-....-,, .i.i •-e•,::!:i.si. , ', ,. .,4 ,. ,-,J..: f f„. •• ,‘i...*„..„. .. , ,..,,,,,,, , ... . _ ,_,... , ..•i .,,,,, ,i,,,,, _ • ,•=-: i- .• a.,. •1, ._ i.•••••.,,-..r.1,r' - ''-' . . tarri:. i LEASED AREA -• . '•=-, #') ,• ,...4' . SFER STA •.••• ,- .',`. 41/4m • '. ---•-•,',1 . 3 ! ''.,•.- ' . . Y 4... i , . ,,.4 4•, .. , . it. --- , , .. • i4. i 4 .- - • tli 0/3r '' •. f' ' •,•: '':. liZ .• -• ; ,..i. •• '''''. , - ,•-.--• ' - •••,', ,•:,.-r1 - - ''.,,,,i ,*•-• -.-,,- , •--.. • - -- - • "` r''•14,, 44: ..' '' •'" '...,i."2 1•: 3'... ,,',; :' . •....,-., • -,..... - ' ''- '-- -171.--e . , -''.rt'r, . ' '' . ).: i . . - r...,._......„._.,,..3 Wrianim11...114,4. .. . 4'kJ..:;;;C,.. '- . ' '.!-r, ..- 11*".i..Zpit V.'....ti r -.1$' :. "--."•. ...,;• , .'-,..li.,,' -; • --..' 4.-1- - ,.. -,,....."... .'.i .:,..._ , . , . 1 :'.iitii: 416P •,.'.4rd....577 ''' ' '.- ' ' 1 .-: .. A:- .' 1C---t, ' • ,,t'S„.'.:;•-1' '''''... ''.',. ';.....' -v.."' -.' '.- ,. - ,3;7- .7,- ' ';'.-.-;', i ''' - ' '-f''„,`..'1..;'''•!. ',i. 'ra.,XV. .•i',1..s,,! I-'''''1',',7."7/111i'llftt . Hvi.,-1.1P:7•.1:-'--47: 1-: -54.-'‘' '-..•., 1-...\'S';'",:3: ". - .' ''''1.-4104•'• ' -.74.4' ;;:,_-.. 4.-:, .t: . ; 3. '•!3:3//1- ':' ,--' ...---- -,-' '`,. LEASE OF JEFFERSON COUNTY PREMISES 1/1/2026 Page 21 of 21