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HomeMy WebLinkAboutJefferson Land Trust re: Conservation Futures fund Lower Big Quilcene Riparian Projection Project - 072015IEW� 40 -- a)�( JEFFERSON COUNTY CONSERVATION FUTURES PROGRAM PROJECT AGREEMENT Project Sponsor: Jefferson Land Trust Project Title: Lower Big Quilcene Riparian Protection Approval: Resolution No. 21 -15, June 22, 2015 A. Parties to the Agreement This Project Grant Agreement (Agreement) is entered into between County of Jefferson (County), PO Box 1220, Port Townsend, Washington 98368 and Jefferson Land Trust (Sponsor), 1033 Lawrence Street, Port Townsend, WA 98368, and shall be binding upon the agents and all persons acting by or through the parties. B. Purpose of the Agreement This Agreement sets out the terms and conditions by which a grant is made through the Jefferson County Conservation Futures Fund. The grant is administered by Jefferson County Environmental Health for the Sponsor for the project named above. C. Description of Project The subject project is described in the attached 2015 Conservation Project Application for the Lower Big Quilcene Riparian Protection Project. Conservation Futures Fund ( "CFF ") from Jefferson County in an amount not to exceed $25,515 will be used towards fee simple acquisition, by Jefferson Land Trust, of the real property known in the records of the Jefferson County Assessor as APN# 702243002 for acquisition expenses, and $5,925 to reimburse for operations and maintenance expenses. The matching amount is provided by a grant (RCO# 14 -1321) from the Recreation and Conservation Office Salmon Recovery Funding Board. D. Term of Agreement The Project Sponsor's on -going obligation for the above project funded by this Agreement is to provide maintenance of the site or facility to serve the purpose for which it was intended in perpetuity, unless otherwise identified in this Agreement. E. Period of Performance The Project reimbursement period for acquisition expenses shall begin on June 22, 2015. The Project reimbursement period for acquisition expenses will end on June 22, 2025 unless proof of match is provided prior to this date. No expenditure made before June 22, 2015 is eligible for reimbursement unless incorporated by written amendment into this Agreement. Operations and maintenance expenses must be incurred before June 22, 2025 F. Project Funding The total grant award provided by the Conservation Futures Fund (CFF) for the Project shall not exceed $31,440 and Jefferson County CFF shall not pay any amount beyond that approved herein for funding of the Project. The Sponsor shall be responsible for all total costs for the Project in excess of $192,600. In no event will the CFF funds expended for this purchase exceed sixteen percent (16 %) of the overall acquisition cost of APN# 702243002. The contribution by the Sponsor toward work on the Project at a minimum shall be as indicated below. The contribution by the County toward work on the Project is described immediately above and in "C" above. Big Quilcene Riparian Protection - 2015 G. Unexpended Project Allocations Should unexpected Project allocations, including, but not limited to project completion at less than the estimated cost or, alternatively, the abandonment of the Project occur, then the Sponsor shall notify the County. H. Rights and Obligations All rights and obligations of the parties to this Agreement are subject to this Agreement and its attachments, including the Sponsor's Application and Jefferson County Conservation Futures Program Manual for the 2015 Funding Cycle, all of which are attached hereto and incorporated herein. Except as provided herein, no alteration of any of the terms or conditions of this Agreement will be effective unless provided in writing. All such alterations, except those concerning the period of performance, must be signed by both parties. Period of performance extensions need only be signed by Jefferson Board of County Commissioners. I. Indemnification Sponsor shall indemnify, defend and hold harmless the County, its officers, agents and employees, from and against any and all claims, losses or liability, or any portion thereof, including attorneys fees and costs, arising from injury or death to persons, including injuries, sickness, disease or death to Sponsor's own employees, or damage to property occasioned by a negligent act, omission or failure of the Sponsor. J. Insurance The Sponsor shall secure and maintain in force throughout the duration of this contract policies of insurance as follows: If and only if the Sponsor employs any person(s) in the status of employee or employees separate from or in addition to any equity owners, sole proprietor, partners, owners or shareholders of the Sponsor, Worker's Compensation Insurance in an amount or amounts that are not less than the required statutory minimum(s) as established by the State of Washington or the state or province where the Sponsor is located. 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 with the County named as an additional insured in connection with the Sponsor's performance of the contract. 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 ($2,000,000.00 minimum) for bodily injury, including death Big Quilcene Riparian Protection - 2015 Acquisition O&M Totals % Conservation Futures — Big Quilcene Riparian Protection $25,515 $5,925 $31,440 16% Project Sponsor Contribution $142,085 $19,075 $161,160 84% Totals $167,600 $25,000 $192,600 100% G. Unexpended Project Allocations Should unexpected Project allocations, including, but not limited to project completion at less than the estimated cost or, alternatively, the abandonment of the Project occur, then the Sponsor shall notify the County. H. Rights and Obligations All rights and obligations of the parties to this Agreement are subject to this Agreement and its attachments, including the Sponsor's Application and Jefferson County Conservation Futures Program Manual for the 2015 Funding Cycle, all of which are attached hereto and incorporated herein. Except as provided herein, no alteration of any of the terms or conditions of this Agreement will be effective unless provided in writing. All such alterations, except those concerning the period of performance, must be signed by both parties. Period of performance extensions need only be signed by Jefferson Board of County Commissioners. I. Indemnification Sponsor shall indemnify, defend and hold harmless the County, its officers, agents and employees, from and against any and all claims, losses or liability, or any portion thereof, including attorneys fees and costs, arising from injury or death to persons, including injuries, sickness, disease or death to Sponsor's own employees, or damage to property occasioned by a negligent act, omission or failure of the Sponsor. J. Insurance The Sponsor shall secure and maintain in force throughout the duration of this contract policies of insurance as follows: If and only if the Sponsor employs any person(s) in the status of employee or employees separate from or in addition to any equity owners, sole proprietor, partners, owners or shareholders of the Sponsor, Worker's Compensation Insurance in an amount or amounts that are not less than the required statutory minimum(s) as established by the State of Washington or the state or province where the Sponsor is located. 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 with the County named as an additional insured in connection with the Sponsor's performance of the contract. 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 ($2,000,000.00 minimum) for bodily injury, including death Big Quilcene Riparian Protection - 2015 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: a. Broad Form Property Damage, with no employee exclusion; b. Personal Injury Liability, including extended bodily injury; C. Broad Form Contractual/Commercial Liability — including completed operations; d. Premises — Operations Liability (M &C); e. Independent Contractors and subcontractors; f. Blanket Contractual Liability. Such insurance coverage shall be evidenced by one of the following methods: * Certificate of Insurance; * Self - insurance through an irrevocable Letter of Credit from a qualified financial institution. Certificates of coverage as required by this section shall be delivered to the County within fifteen (15) days of execution of this agreement. Any deductibles or self - insured retention shall be declared to and approved by the County prior to the approval of the contract by the County. At the option of the County, the insurer shall reduce or eliminate deductibles or self - insured retention or the Sponsor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. The Sponsor shall include all subcontractors as insured under its insurance policies or shall furnish separate certificates and endorsements for each subcontractor. All insurance provisions for subcontractors shall be subject to all of the requirements stated herein. Failure of the Sponsor to take out and/or maintain any required insurance shall not relieve the Sponsor from any liability under the Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations concerning indemnification. It is agreed by the parties that 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 both parties and be primary coverage for any and all losses covered by the above described insurance. It is further agreed by the parties that insurance companies issuing the 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 policy. It is further agreed by the parties that any and all deductibles in the above described insurance policies shall be assumed by and be at the sole risk of the Sponsor. It is agreed by the parties that judgments for which the County may be liable, in excess of insured amounts provided herein, or any portion thereof, may be withheld from payment due, or to become due, to the Sponsor until such time as the Sponsor shall furnish additional security covering such judgment as may be determined by the County. The County reserves the right to request additional insurance on an individual basis for extra hazardous contracts and specific service agreements. Big Quilcene Riparian Protection - 2015 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 policy of insurance the Sponsor must provide in order to comply with this Agreement. If the proof of insurance or certificate indicating the County is an "additional insured" to a policy obtained by the Sponsor 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 the Sponsor to obtain the full text of that endorsement and forward that full text to the County. The County may, upon the Sponsor's failure to comply with all provisions of this contract relating to insurance, withhold payment or compensation that would otherwise be due to the Sponsor. K. Independent Contractor The Sponsor and the County agree that the Sponsor is an independent contractor with respect to the services provided pursuant to this agreement. Nothing in this agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither Sponsor nor any employee of Sponsor shall be entitled to any benefits accorded County employees by virtue of the services provided under this agreement. The County shall not be responsible for withholding or otherwise deducting federal income tax or social security or for contributing to the state industrial insurance program, otherwise assuming the duties of an employer with respect to Sponsor, or any employee of Sponsor. The Sponsor shall not sublet or assign any of the services covered by this contract without the express written consent of the County or its authorized representative. Assignment does not include printing or other customary reimbursable expenses that may be provided in an agreement. L. Ownership and Use of Documents All documents, drawings, specifications and other materials produced by the Sponsor in connection with the services rendered under this agreement shall be the property of the Sponsor whether the project for which they are made is executed or not. The County shall be permitted to retain copies, including reproducible copies, of drawings and specifications for information, reference, and use in connection with the Sponsor's endeavors. M. Compliance with Applicable Statutes, Rules, and Jefferson County Policies This Agreement is governed by, and the Sponsor shall comply with, all applicable state and federal laws and regulations, including RCW 84.34.210, and published agency policies, which are incorporated herein by this reference as if fully set forth. N. Sponsor's Accounting Books and Records The Sponsor shall maintain complete financial records relating to this contract and the services rendered including all books, records, documents, receipts, invoices, and all other evidence of accounting procedures and practices which sufficiently and properly reflect all direct and indirect cost of any nature expended in the performance of this contract. The Sponsor's records and accounts pertaining to this agreement are to be kept available for inspection by representatives of the County and state for a period of six (6) years after the date of the final payment to Sponsor. Copies shall be made available upon request. Big Quilcene Riparian Protection - 2015 O. Licensing, Accreditation and Registration The Sponsor shall comply with all applicable local, state and federal licensing, accreditation, permitting, and registration requirement /standards necessary for the performance of this contract. P. Disputes Except as otherwise provided in this contract, when a bona fide dispute arises between Jefferson County and the Sponsor and it cannot be resolved, either party may request a dispute hearing with a mediator assigned by or associated with Jefferson County District Court. Either party's request for a dispute hearing must be in writing and clearly state: a. the disputed issue(s), b. the relative positions of the parties, and c. the Sponsor's name, address and Agency contact number These requests must be mailed to the Project Manager, Jefferson County Environmental Health Department, 615 Sheridan St., Port Townsend, WA 98368, within fifteen (15) days after either party received notice of the disputed issue(s). The parties agree that this dispute process shall precede any action in a judicial or quasi-judicial tribunal. The parties will split evenly the cost of mediation or whatever form of dispute resolution is used. Q. Termination for funding Jefferson County may unilaterally terminate this contract in the event funding from state, federal, or other sources are withdrawn, reduced, or limited in any way after the effective date of this contract. R. Termination for Convenience The County reserves the right to terminate this agreement at any time by giving ten (10) days written notice to the Sponsor. S. Assignment The Sponsor shall not sublet or assign any interest in this Agreement, and shall not transfer any interest in this agreement without the express written consent of the County. T. Non - Waiver. Waiver by the County of any provision of this agreement or any time limitation provided for in this agreement shall not constitute a waiver of any other provision. U. County Does Not Assume Additional Duties The County does not assume any obligation or duty, except as required by federal or state law, to determine if Sponsor is complying with all applicable statutes, rules, codes ordinances or permits. V. Agreement Representatives All written communications sent to the Sponsor under this Agreement will be addressed and delivered to: Sponsor Contact Sarah Spaeth, Executive Director Jefferson Land Trust 1033 Lawrence St. Port Townsend, WA 98368 Conservation Futures Program Contact Jefferson County Environmental Health — Conservation Futures 615 Sheridan Street Port Townsend, WA 98368 These addresses shall be effective until receipt by one party from the other of a written notice of any change. Big Quilcene Riparian Protection - 2015 W. Entire Agreement/Severability This agreement, along with all attachments, constitutes the entire agreement of the parties. No other understandings, oral or otherwise, regarding this Agreement shall exist or bind any of the parties. If any part of this Agreement is ruled or adjudicated to be unlawful or void, all other sections of this Agreement shall continue to have full force and effect. X. Effective Date This agreement, for the Big Quilcene Riparian Protection Project shall be effective upon signing by all parties. Y. Venue: Venue for any litigation arising from this Project Agreement shall be only in the Superior Court In and for Jefferson County. Each party to this agreement shall be responsible for their litigation costs, including attorney's fees. DATED this day of -i v 2015. By / 30 o1 David ullivan, Mair Jefferson Board of County Commissioners By .JQC.t- Jefferson La Ad Trust Attested: G 4 Carolyn Avgy, Deputy Cla of the Board Approved as David Alvarez, Chief C 1 DPA l Big Quilcene Riparian Protection - 2015 615 Sheridan Street Voson Port Townsend, WA 98368 ��, www.J efferson CoGtff#PtR�9ealth.org Health June 25, 2015 JEFFERSON COUNTY BOARD OF COUNTY COMMISSIONERS AGENDA REQUEST TO: Board of County Commissioners Philip Morley, County Administrator FROM: Jared Keefer, Environmental Health Director Tami Pokorny, Environmental Health Specialist DATE: , , i% — 7 0, 2-01 SUBJECT: Agenda Item — CProject Agreement Conservation Futures Fund Grant Lower Big Quilcene Riparian Protection; Jefferson Land Trust, Sponsor; June 22, 2015 —June 22, 2025; $192,600 STATEMENT OF ISSUE: Jefferson County Public Health, Water Quality Division, requests Board approval of the Project Agreement between JCPH and Jefferson Land Trust, Conservation Futures Fund Conservation for Lower Big Quilcene Riparian Protection, resolution number 21 -15; June 22, 2015 — June 22, 2025; $31,440 Conservation Futures Fund Grant and $161,160 Project Sponsor, Jefferson Land Trust, for a total project cost of $192,600 ANALYSIS /STRATEGIC GOALS /PRO'S and CON'S: This Project Agreement contracts Jefferson County Public Health to administer a Conservation Futures Fund grant received by Jefferson Land Trust for operations and maintenance ($5,925) fee simple acquisition ($25,515) of the real property APN #702243002, Lower Big Quilcene Riparian Protection, resolution #21 -15. The additional cost ($161,160) of the acquisition is met by Jefferson Land Trust through an RCO Grant #14 -1321, Salmon Recovery Funding Board. The Conservation Future Funds' expenditure is limited to $31,440, and may not exceed 16 % of the total project cost. Any additional expenditure beyond $192,600 is the responsibility of JTL. Jefferson Land Trust has been working since 1995 with Jefferson County, the City of Port Townsend, Washington Department of Natural Resources, and the U.S. Fish and Wildlife Service to acquire land lot by lot for preservation and restoration for various purposes including salmon and bird habitat. This acquisition supports that end. FISCAL IMPACT /COST BENEFIT ANALYSIS: The Project Agreement is fully funded by the Jefferson County Conservation Futures Fund grant $31,440, and Jefferson Land Trust $161,160 through an RCO grant #14 -1321, Salmon Recovery Funding Board. There is no impact on the General Fund. Community Health Developmental Disabilities 360 -385 -9400 360- 385 -9401 (f) Always working for a safer and healthier community Environmental Health Water Quality 360 -385 -9444 (f) 360 - 379 -4487 RECOMMENDATION: JCPH management request approval of the Professional Agreement with Jefferson Land Trust for Conservation Futures Fund, Lower big Quilcene Riparian Protection project fee simple acquisition; June 22, 2015 — June 22, 2025; $192,600 REV E BY: P i ip Morle , ou* Adminis rator �v�t�(ic� 5hz�ua Date M 615 Sheridan Street Port Townsend, WA 98368 www.JeffersonCountyPublicHealth.org CONTRACT REVIEW FORM WQ-15 -2115 JUN 12 6103` d.'/i. CONTRACT WITH: Jefferson Land Trust i E F F-p-,� rS ` I COUNTY — CONTRACT FOR: Conservation Futures Fund Big Quilcene TERW. R�lY1 + 33 Riparian Protection Project COUNTY DEPARTMENT: For More Information Contact: Tami Pokorny Contact Phone #: X498 RETURN TO: Denise Banker RETURN BY: AMOUNT: $192,600 Revenue: Expenditure: $31,440 Matching Funds Required: $161,160 Source(s) of Matching Funds: Jefferson Land Trust, Conservation Futures funds 1: REVIEW BY Review by: Date ReVIE APPROVED FORM ments: Review by: T Date Reviewed: APPROVED AS TO FORM Commen : (This form to stay with contract Community Health Developmental Disabilities 360- 385 -9400 360 -385 -9401 (f) Health ASAP PROCESS: A JUN 2 9 2415 JEFFERSON COUNTY PROSECUTING ATTORNEY ❑ Exempt from Bid Process ❑ Consultant Selection Process ® Cooperative Purchase ❑ Competitive Sealed Bid ❑ Small Work Roster ❑ Vendor List Bid ❑ RFP or RFQ O Other: Always working for a safer and healthier community Comments) Environmental Health Water Quality 360 - 385 -9444 (f) 360- 379 -4487