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HomeMy WebLinkAbout052217_ca02615 Sheridan Street Port Townsend, WA 98368 66e &Wn www.JeffersonCountyPublicHealth.org is HeConsent Agenda April 26, 2017 JEFFERSON COUNTY BOARD OF COUNTY COMMISSIONERS AGENDA REQUEST TO: Board of County Commissioners Philip Morley, County Administrator FROM: Stuart Whitford, Environmental Health Director Tami Pokorny, Environmental Health Specialist II DATE: r ,9a 100( - SUBJECT: Agenda Item — Project Agreement Conservation Futures Fund Acquisition project Midori Farm Conservation Easement; Jefferson Land Trust, Sponsor; June 22, 2015 — June 22, 2018; $94,626 STATEMENT OF ISSUE: Jefferson County Public Health, Environmental Health, requests Board approval of the Project Agreement between JCPH and Jefferson Land Trust, Conservation Futures Fund Conservation Easement for Midori Farm; June 22, 2015 — June 22, 2018; $$94,626 Conservation Futures Fund Grant and $94,626 Project Sponsor, Jefferson Land Trust, for a total project cost of $189,252 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 to purchase a conservation easement and perform operations and maintenance on the real property known in the records of the Jefferson County Assessor as APN#s 932700005, 932700010, and 932700087. The additional cost of the easement purchase is met by Jefferson Land Trust. The Conservation Future Fund's expenditure is limited to $94,626, and may not exceed 50% of the total project cost. This project requires that the owner shall keep the property in single ownership and limit permanent development to one 2.5 — acre building envelope within the 14.7 acre property. 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 protect important open space lands for various purposes including salmon and bird habitat. Acquisition of the Midori Farm conservation easement promotes this goal. FISCAL IMPACT/COST BENEFIT ANALYSIS: The Project Agreement is fully funded by the Jefferson County Conservation Futures Fund grant. 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 �e�tnsorc 5UI Public Healt 615 Sheridan Street Port Townsend, WA 98368 www.JeffersonCountyPublicHealth.org RECOMMENDATION: JCPH management request approval of the Professional Agreement with Jefferson Land Trust for Conservation Futures Fund, Midori Farm Conservation Easement Acquisition; June 22, 2015 — June 22, 2018; $94,626 REV"ED ED Morl , unto Adm rator Date 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 JEFFERSON COUNTY CONSERVATION FUTURES PROGRAM PROJECT AGREEMENT Project Sponsor: Jefferson Land Trust Project Title: Midori Farm Project Approval: Resolution No. 22-15, 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 Public Health on behalf of the project Sponsor. C. Description of Project The subject project is described in the attached 2015 Conservation Project Application for the Midori Farm Project. Conservation Futures Fund ("CFF") from Jefferson County in an amount not to exceed $92,806 will be used towards the acquisition, by the Jefferson Land Trust, of a conservation easement on the real property known in the records of the Jefferson County Assessor as APN#s 932700005, 932700010, and 932700087(subject parcels) for acquisition expenses, and $1,820 to reimburse for operations and maintenance expenses. The Grant Deed of Conservation Easement (Exhibit A) requires that the owner shall keep the property in common ownership and limit development to one 2.5 -acre building envelope within the 14.7 -acre property. No permanent structure is permitted outside the building envelope as depicted on the conservation easement survey. The easement conveys the right for Jefferson Land Trust to inspect the property to determine whether uses and activities occurring there are consistent with the easement. The owner may maintain facilities related to the water rights, fences, ditches, utility lines and other improvements existing prior to the easement and may not abandon, relinquish or lose the water rights. In general, no more than four percent of the protected property may be impervious surfaces, and the total area covered by gravel may be no more than four percent. Project deliverables are described in the attached Scope of Work. D. Periods of Performance The Project reimbursement period for acquisition expenses shall begin on June 22, 2015 and end on June 22, 2018 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 costs must be incurred before June 22, 2025. Annual reporting is required every October beginning in 2015 until three years after the acquisition funds are dispersed and in each year that operations and maintenance funds are expended. E. Project Funding The total grant award provided by the Conservation Futures Fund (CFF) for the Project shall not exceed $94,626 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 Project costs in excess of $189,252. In 2015 Midori Farm no event will the CFF funds expended for this purchase exceed fifty percent (50%) of the overall acquisition cost of the conservation easement. 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. F. 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. G. 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, H. 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. I. 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) 2015 Midori Farm Acquisition O & M Totals $94,626 % Conservation Futures — Midori Farm Conservation Easement $92,806 $1,820 50% 50% Project Sponsor Contribution $92,806 $1,820 $94,626 Totals 1 $185,612 1 $3,640 $189,252 1100% F. 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. G. 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, H. 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. I. 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) 2015 Midori Farm times the occurrence amount ($2,000,000.00 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: 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 2015 Midori Farm extra hazardous contracts and specific service agreements. 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. J. 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. K. 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. L. 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. M. 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. 2015 Midori Farm N. 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. O. 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. P. 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. Q. 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. R. 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 Conservation Futures ProgMm Contact Sarah Spaeth, Director of Conservation Jefferson County Environmental Jefferson Land Trust Health — Conservation Futures 1033 Lawrence St. 615 Sheridan Street Port Townsend, WA 98368 Port Townsend, WA 98368 These addresses shall be effective until receipt by one party from the other of a written notice of any change. 2015 Midori Farm 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 2015 Midori Farm 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 _ 2017. By _ Kathleen Kler, Chair Jefferson Board of County Commissioners LM Jefferson Land "frust Attested: Carolyn Avery, Deputy Clerk of the Board C,6KL= s to form: hate: 1?i Philip C. Hunsucker, Chief Civil Deputy Prosecuting Attorney Jefferson County Prosecuting Attorney's Office 2015 Midori Farm Scope of Work Task 1: Acquire Matching Contribution Jefferson Land Trust, as Sponsor, will work with the owners of Midori Farm to raise the necessary matching contribution of fifty percent (50%) of the total project cost. The match must be in an eligible form consistent with JCC 3.08.030(5). Deliverable la: Matching contribution(s) of no less than 50% of the total project cost. Task 2: Acquire Subject Properties Jefferson Land Trust, as project Sponsor, will work with the owners of Midori Farm to develop and place a Grant Deed of Conservation Easement on the property and will monitor the terms of the easement to protect the conservation values in perpetuity. The easement will include a reference to the use of the Conservation Futures Fund. APNs 932700005, 932700010, and 932700087. Deliverable 2a: Recorded Grant Deed of Conservation Easement for Midori Farm Task 3: Operations and Maintenance Jefferson Land Trust will oversee noxious weed removal and the ongoing annual monitoring of the conservation easement provisions. Deliverable 3a: Completed Jefferson Land Trust monitoring forms for Midori Farm Task 4: Reporting Each October, Jefferson Land Trust will submit a Conservation Futures Annual Report to the Conservation Futures Citizen Oversight Committee (through staff) in the format provided. Deliverable 4a: Completed Annual Report in 2015 and each year until three years after the acquisition funds are dispersed and in each year that operations and maintenance funds are expended. 2015 Midori Farn� EXHIBIT A Grant Deed of Conservation Easement 2015 Midori Farm Julian St. Marie, Chief Deputy Philip C. Hunsucker, Chief Civil Deputy Anna K. Phillips, Deputy II Mary Schoenfelder, Victim/Witness Services Michael Haas Jefferson County Prosecuting Attorney Jefferson County Prosecutor's Office 1820 Jefferson Street Post Office Box 1220 Port Townsend, WA 98368 Phone: (360) 385-9180 Fax: (360) 385-0073 INTERDEPARTMENTAL REQUEST FOR LEGAL OPINION Date of Request: April 11, 2017 Department Making Request: Public Health By: Tami Pokorny Legal Opinion Request Number: 17-27 Synopsis of Request: Request for approval of conservation easement. For Use by Prosecuting Attorney Form of Request: ❑Written ❑Telephone ❑In Person ®Email Recommendation/Opinion: The proposed Grant Deed of Conservation Easement is complete and appropriate for its purposes. By: ,9. C, 4, -L - Philip C. Hunsucker, Chief Civil Deputy Prosecuting Attorney Date Completed: April, 20, 2017 AFTER RECORDING RETURN TO: Jefferson Land Trust 1033 Lawrence St. Port Townsend, WA 98368 Please print or type information WASHINGTON STATE RECORDER'S Cover Sheet (RCW 65.04) ument Title(s) (or transactions contained therein): RANT DEED OF CONSERVATION EASEMENT Reference Number(s) of Documents assigned or released: Additional reference numbers on of document. ranting Owner(s) (Last name, first name, initials) BY, MARK and MYERS, MELISSA HANAKO rantee(s) (Last name first, then first name and initials) EFFERSON LAND TRUST Legal description (abbreviated: i.e. lot, block, plat or section, township, range) Lts 2 & 3 and ptn Lt 10 Bishop's Sub Additional legal description is on page(s) of document. Assessor's Property Tax Parcel/Account Numbers: 932700005; 932700010; and 932700087 The Auditor/Recorder will rely on the information provided on the form. The staff will not read the document to verify the accuracy or completeness of the indexing information provided herein. -1- GRANT DEED OF CONSERVATION EASEMENT This GRANT DEED OF CONSERVATION EASEMENT ("Easement") is made by MARK COLBY and MELISSA HANAKO MYERS, husband and wife, having an address of 10 Old State Hwy, Quilcene, Washington 98376 ("Granting Owner" and "Owner"), in favor of JEFFERSON LAND TRUST, a Washington nonprofit corporation, having an address of 1033 Lawrence Street, Port Townsend WA 98368 ("Grantee") (collectively "Parties"). 1. RECITALS Granting Owner is the owner in fee simple of that certain real property, approximately 16 acres in area, located in Jefferson County, Washington, and legally described in Exhibit A (Legal Description of Property) (the "Property"). The Property and its significant features, including but not limited to an approximately 2.5 acre Building Envelope, are shown on that certain survey recorded in Volume 37 of Surveys, page 319, under Auditor's File Number 606387, records of Jefferson County, Washington (the "Survey"). 1.2. The Property possesses significant agricultural, open space, and scenic values of great importance to Granting Owner, Grantee, the people of Jefferson County, and the people of the State of Washington (collectively, "Conservation Values"). The Conservation Values include: agricultural productivity; prime, unique, and important agricultural soils of regional and State-wide importance; existing and potential economic productivity; and the viability of the site for continued agricultural production, based on its farm -to -market access, proximity to roads and utilities, historic structures, water rights, and drainage. 1.3. The Conservation Values are further documented in an inventory of relevant features of the Property on file at the offices of Grantee and incorporated herein by this reference ("Baseline Documentation"). The Baseline Documentation has been prepared by Grantee and consists of reports, maps, surveys, photographs, and other documentation that Granting Owner and Grantee agree provide, collectively, an accurate representation of the Property as of the date of this Easement and which is intended to serve as an objective information baseline for monitoring compliance with the terms of this Easement. The Parties acknowledge that the Baseline Documentation, as signed by the Parties, is complete and accurate as of the date of this Easement. The Baseline Documentation may be used to establish that a change in the use or condition of the Property has occurred, but its existence shall not preclude the use of other evidence to establish the condition of the Property as of the date of this Easement. Grantee may use the Baseline Documentation in enforcing provisions of this Easement, but is not limited to the use of the Baseline Documentation to show a change in the use or condition of the Property. 1.4. The legislatively declared policies of the State of Washington in the Washington State Open Space Tax Act, Chapter 84.34 RCW ("OSTA"), provide that "it is in the best interest of the state to maintain, preserve, conserve, and otherwise continue in existence adequate open space lands for the production of food, fiber and forest -2- crop, and to assure the use and enjoyment of natural resources and scenic beauty for the economic and social wellbeing of the state and its citizens." Under the OSTA, lands eligible for preferential real property tax treatment include lands such as the subject Property where the preservation in its present use would conserve and enhance natural resources and open space. Pursuant to this legislative directive, Jefferson County has adopted an Open Space Tax Program, Resolution No. 82-91, that recognizes the importance of and provides preferential tax treatment for the following natural and scenic resources that occur on the Property: stream and wildlife corridors, wetlands, floodplain and aquifers; prime agricultural soils; and opportunities to promote conservation principles by example and through education. 1.5. The Parties intend that the Conservation Values be preserved and maintained in perpetuity by permitting only those land uses on the Property that do not impair or interfere with the Conservation Values. 1.6. Granting Owner, as sole owner in fee of the Property, has the right to protect and preserve the Conservation Values, and desires and intends to transfer such rights to Grantee in perpetuity. 1.7. Grantee is a publicly supported, tax-exempt nonprofit organization, qualified under Sections 501(c)(3) and 170(h) of the Internal Revenue Code of 1986, as amended, and also qualified as a nonprofit nature conservancy corporation under Sections 64.04.130 and 84.34.250 of the Revised Code of Washington, one of whose principal purposes is to acquire, hold, preserve, and dispose of land, easements, leases, or other rights or interests in land, or improvements to land, in Jefferson County, Washington, in order to protect natural areas and ecologically significant land for scientific, educational, and charitable purposes for the benefit of the public. Grantee agrees by accepting this grant to honor the intention of Granting Owner as stated in this instrument and to preserve and to protect in perpetuity the Conservation Values of the Property for the benefit of those now living and those as yet unborn. 1.8. A portion of Grantee's costs of acquiring this Easement have been covered by Jefferson County Conservation Futures funds awarded to Grantee pursuant to a grant agreement between Jefferson County and Grantee. A copy of the grant agreement is kept on file at the offices of Grantee. 1.9. A portion of Grantee's costs of acquiring this Easement have been covered as a result of community fundraising by Grantee within Jefferson County. 2. CONVEYANCE AND CONSIDERATION 2.1. For the reasons stated above, and in consideration of a cash payment, the receipt of which is hereby acknowledged, and in further consideration of the mutual covenants, terms, conditions, and restrictions contained herein, and pursuant to the laws of Washington, in particular RCW 64.04.130 and RCW 84.34.210, Granting Owner hereby grants, conveys, and warrants, to Grantee a conservation easement in perpetuity over the Property, consisting of the rights in the Property hereinafter -3- enumerated, subject only to title matters of record as of the effective date of this instrument ("Easement"). 2.2. Granting Owner believes that the amount of the cash payment received is less than the fair market value of the interest in real property conveyed hereby. Granting Owner reserves the right to claim a federal income tax deduction based on the difference between the cash payment received and the fair market value of the interest conveyed. Granting Owner acknowledges that any and all costs and fees associated with claiming and substantiating the amount of any federal income tax deduction are the sole responsibility of Granting Owner. 2.3. This conveyance is a conveyance of an interest in real property under the provisions of RCW 64.04.130. 2.4. Granting Owner expressly intends that this Easement runs with the land and that this Easement shall be binding upon Granting Owner's and Grantee's successors and assigns in perpetuity. 3. PURPOSE 3.1. The Purpose of this Easement is to protect the Conservation Values of the Property forever and prevent any use of the Property that will impair or interfere with its Conservation Values. 3.2. Stewardship Plan. To further the Purpose of this Easement, the Parties, at Owner's expense, will develop a written plan for stewardship of the Property, subject to the written approval of all parties to the plan ("approved Stewardship Plan"). All stewardship activities on the Property are to be carried out in compliance with the Purpose and terms of this Easement. An approved Stewardship Plan that is effective as of the date of any change of ownership shall become an interim plan that will be valid for 90 days following the date of conveyance of the Property. Grantee shall meet with the new owner during such 90 day period for the purpose of reviewing the approved Stewardship Plan with the new owner and determining whether such plan should be extended or revised. 3.3. The Parties intend that this Easement be interpreted in a manner consistent with its Purpose. 3.4. The Parties intend that this Easement be interpreted to confine the Owner's use of the Property to such activities that are consistent with the Purpose and terms of this Easement. At the same time, the Parties intend, and this Easement is structured, to give Owner flexibility to undertake activities that are consistent with the Purpose and terms of this Easement. 3.5, No Public Rights Conveyed Through Easement. The Parties acknowledge that, except as specifically may be provided herein, Granting Owner does not grant, expand, or extend any rights to the general public through this Easement, including without limitation, any rights of public access to, on, or across, or public use of, the Property. me 4. RIGHTS CONVEYED TO GRANTEE To accomplish the Purpose of this Easement, the following rights are conveyed to Grantee by this Easement: 4.1. Protection. Grantee shall have the right to identify, protect, preserve, maintain, and conserve in perpetuity and to enhance, restore, or improve by mutual agreement the Conservation Values of the Property. 4.2. Access by Grantee. As provided for and limited herein, Granting Owner hereby grants to Grantee reasonable and non-exclusive access to the Property at reasonable times solely for the purposes of fulfilling Grantee's obligations under this Easement and exercising its affirmative rights under this Easement. Specifically, Grantee shall have the right: 4.2.1. To enter upon, inspect, observe, and study the Property, with such persons as Grantee may require, at mutually agreeable dates and times and upon reasonable prior notice to the Owner, for the purpose of (a) identifying the current uses and practices on the Property and the condition of the Property, and (b) monitoring the uses and activities on the Property to determine whether they are consistent with this Easement. 4.2.2. To enter upon the Property, at a mutually agreeable date and time and upon prior notice to Owner, to inspect the Property after major natural events occur, such as fires, windstorms, land subsidence, and floods. 4.2.3. To enter upon the Property, at a mutually agreeable date and time and upon prior notice to Owner, for educational or scientific use. 4.2.4. To enter upon the Property at such other times Grantee may have a reasonable basis to believe that a violation of the Easement is occurring, for the purpose of enforcing the provisions of this Easement. Prior to entry, Grantee is to provide Owner notice, and describe the basis of the reasonable belief that a violation is occurring on the Property. 4.3. Grantee is to exercise its access rights in compliance with applicable law and in a manner that will not materially disturb or interfere with Owner's reserved rights, any other person's lawful use of the Property, or Owner's quiet enjoyment of the Property. Owner may not unreasonably withhold or delay its consent with regard to dates or times proposed for access by Grantee. 4.4. Development Rights. Granting Owner hereby grants to Grantee all development rights except as specifically reserved herein, and the Parties agree that such rights may not be used on or transferred off of the Property as it now or hereafter may be bounded or described, or to any other property adjacent or otherwise, or (except as expressly permitted herein) used for the purpose of calculating permissible lot yield or density of the Property or any other property. 4.5. Injunction and Restoration. Grantee has the right to prevent, or cause Owner to prevent, any use of, or activity on, the Property that is inconsistent with the Purpose and terms of this Easement, including trespasses by members of the public, and has the right to undertake or cause to be undertaken the restoration of such areas or features of the Property as may be materially damaged by activities contrary to the provisions hereof, all in accordance with Section 9. -5- 4.6. Enforcement. Grantee has the right to enforce the terms of this Easement, in accordance with Sections 8 and 9. 4.7. Assignment. Grantee has the right to assign, convey, or otherwise transfer Grantee's interest in the Property in accordance with Section 13. 4.8, Signage. Grantee has the right to erect and maintain a sign or other appropriate marker on the Property, bearing information indicating that the Property is protected by this Easement held by Grantee. 4.9. Third Party Beneficiary. Granting Owner and Grantee recognize that, as a funding source for this Easement, Jefferson County is a third party beneficiary of this Easement. Granting Owner and Grantee hereby give Jefferson County the same rights to enforce the terms of this Easement as are given herein to Grantee, subject to prior coordination with Grantee. 5. PERMITTED USES 5.1. General. Granting Owner reserves for Granting Owner and Granting Owner's successors and assigns, any and all rights not otherwise conveyed to Grantee under this Easement and any and all uses of, or activities on the Property that are not inconsistent with the Purpose and terms of this Easement, and that are not prohibited herein: Without limiting the generality of the foregoing, Granting Owner specifically reserves for Granting Owner and Granting Owner's successors and assigns the following uses and activities on the Property, which are to be considered permitted uses and activities under the Easement. 5.2. Owner may engage in, and allow others to engage in, agricultural activities (as defined below), as further provided for and limited in this paragraph. As used herein, "Agricultural Activities" shall mean the retail production of horticultural, viticultural, floricultural, dairy, apiary, vegetable, or animal products, including but not limited to crops commonly found in the community surrounding the property, field crops, fruits, vegetables, horticultural specialties, livestock or livestock products, or the retail production of berries, grain, hay, straw, seed, or Christmas trees not subject to the excise tax imposed by RCW 84.33.100 through 84.33.140, and all conditions and activities occurring on a farm in connection with such retail production, including, but not limited to, marketed produce at roadside stands or farm markets; noise; odors; dust; fumes; operation of machinery and irrigation pumps; movement, including, but not limited to, use of current county road ditches, streams, canals, and drains, and use of water for agricultural purposes; ground application of seed, fertilizers, conditioners, and plant protection products; employment and use of labor; roadway movement of equipment and livestock; protection from damage by wildlife; prevention of trespass; and construction and maintenance of agricultural buildings, fences, roads, bridges, and similar features, as well as restoration or maintenance of streambanks, watercourses, and ponds. Owner may accumulate and store ashes, garbage, or other waste on the protected property only if such accumulation occurs as a necessity in the normal course of domestic or agricultural activities on the Property. Owner may take corrective or preventative action when the Conservation Values of the Property are endangered 0991 or threatened by the presence or unintended introduction of noxious weeds, disease organisms, pests, or other biological or chemical agents that would tend to reduce the productive agricultural capacity of the Property. Agricultural Activities shall also include such "Accessory Uses," as defined in RCW 36.70a.177(3)(b), that are related to the permitted Agricultural Activities on the Property, that maintain the primacy of, and are subordinate to, the farmland character and use of the Property, that are compatible with the Conservation Values, that are undertaken and completed in accordance with the terms and conditions of an approved Stewardship Plan to the extent such a plan may be applicable, and that provide supplemental income. All Agricultural Activities shall be carried out in accordance with applicable law, including without limitation Jefferson County Code 18.10.010 a, and in compliance with the purpose and terms of this Easement. Owner retains discretion over the specific character and content of the agricultural management decisions and practices necessary to identify, protect, preserve, maintain, and conserve in perpetuity and to enhance, restore, or improve the Conservation Values consistent with the purpose and terms of this Easement and any approved Stewardship Plan. 5.3. Owner further reserves the right to engage in rural enterprises that are subordinate to and compatible with the Agricultural Activities and permitted by applicable law. Examples of rural enterprises include but are not limited to, home occupations or cottage industries, educational programming, professional offices within the home, child- care facilities, nonprofit work, bed and breakfast lodging, craft production, and firewood distribution. Enterprises which market petroleum or chemical products are prohibited. Enterprises that require their own buildings are generally prohibited unless they are needed to maintain the viability of the agricultural operation and enterprise. 5.4. Designation and Limitation on Building Envelope Improvements. There shall be no more than one (1) building envelope within the Property. A portion of the Property, approximately 2.5 acres in area as shown on Exhibit B (Site Map) herein, is designated the "Building Envelope" for Agricultural and Non -Agricultural uses and structures and for the purpose of conducting any rural enterprise permitted by applicable law, Owner reserves the right, subject to the limitation on Impervious Surfaces, to use, maintain, repair, reconstruct, expand, or replace the existing single-family residence and the right to install, build, or construct, expand, enlarge, maintain, repair, replace, or decommission one accessory dwelling unit, if permitted by applicable law. Additionally, within the Building Envelope Granting Owner reserves the right, subject to the limitation on Impervious Surfaces, to use, maintain, repair, reconstruct, expand or replace existing agricultural outbuildings, and the right to install, build, or construct, expand, enlarge, maintain, repair, replace, or decommission such additional outbuildings and other structures as permitted by applicable law. To the extent permitted by applicable law, Granting owner also reserves the right to install temporary farmworker housing, provided that no temporary farmworker housing may utilize a concrete slab, poured concrete foundation, or similar components that would inhibit returning the soil to Agricultural Activities when the temporary structure is removed. No more than one single-family residence and, if permitted by applicable law, one accessory dwelling unit is permitted within the Property under any circumstances and no dwelling unit, -7- outbuilding, or other permanent structure is permitted outside the Building Envelope as depicted on the Survey. 5.5. Subject to the limitation on Impervious Surfaces, wind, solar, or other alternative energy systems may be installed within the Building Envelope for the primary purpose of generating energy for the agricultural and residential needs of the Property, and may include: foundations, concrete pads and footings; wind turbine units; photovoltaic panels, guy wires, support fixtures, anchors and fences; buildings needed for maintenance of wind turbine or other alternative energy production units and maintenance and storage of related equipment; electrical transformers and energy storage facilities; electric transformers, electric distribution and transmission towers and lines either above ground or underground; substations or switching facilities for the purpose of connecting to transmission system; private roads providing access from public roads to the energy facilities; and any other items necessary to the successful and secure use of any area of the Property within the Building Envelope for the production of wind, solar, or other alternative source of energy. If the energy produced within the Property by wind, solar, or other alternative source(s) of energy exceeds the energy required for permitted uses, Grantor may sell or transfer such excess energy. Outside the Building Envelope, any structure must be reasonably necessary for Agricultural Activities (excluding Accessory Uses), in compliance with the total impervious surface limit of Section 6.13, and any such structure may not permanently impair the availability of the soil for agriculture. No Structure outside a Building Envelope may utilize a concrete slab, poured concrete foundation, or similar components that would inhibit returning the soil to Agricultural Activities if the structure is removed. 5.6. Agricultural Ponds and Water Distribution. Owner, with notice to Grantee as provided in Section 7, may restore or construct ponds and distribution systems for such ponds in accordance with an approved Stewardship Plan for use in connection with Agricultural Activities. 5.7. Stewardship Activities. Owner may engage in, and allow others to engage in, any activity to monitor, protect, maintain, and restore the Conservation Values of the Property, including, without limitation, habitat restoration, enhancement, and management activities ("Habitat Activities"), pursuant to an approved Stewardship Plan covering the Property agreed to by the parties to the Stewardship Plan. All Habitat Activities on the Property are to be carried out in compliance with the Purpose and terms of this Easement. 5.8. Water Rights. Granting Owner and Grantee agree that any and all adjudicated and unajudicated water rights associated with the Property, whether appropriative or riparian, including but not limited to ditches and ditch rights, springs and spring rights, reservoir and reservoir rights, wells and groundwater rights, water allotments, units or shares, memberships, shares, or rights to receive water from any water company, ditch company, or irrigation district, permits, certificates, or claims under RCW Chapter 90.14, and any other types of rights related to the ownership of water, appurtenant to or customarily or historically used or associated with or upon the Property ("Water Rights"), must be maintained and exercised, in accordance with all applicable laws and regulations, on the Property to ensure the protection of the -8- Conservation Values. Owner may exercise the Water Rights by putting them to any beneficial use that is not inconsistent with the Purpose and terms of this Easement, and that is not prohibited herein. Owner shall not abandon, relinquish, or otherwise lose or forfeit, by action or inaction, any of the Water Rights. Owner shall take such affirmative actions as may be applicable to avoid such abandonment, relinquishment, loss or forfeiture, including but not limited to seeking to place or enroll the Water Rights in the Washington State trust water rights program on a temporary basis, provided that any acquisition of the Water Rights by the State shall be expressly conditioned to limit its use to in -stream purposes and its duration to a term no longer than 10 years. Any relinquishment, loss, or forfeiture of the Water Rights shall not be deemed or construed to be a waiver of Grantee's rights under this Easement or to defeat the Purpose of this Easement, and shall not otherwise impair the validity of this Easement or limit its enforceability in any way. Owner may maintain, repair, and if destroyed, reconstruct any existing facilities relating to the Water Rights (such as ditches, wells, and reservoirs) with notice to Grantee as provided for in Section 7, provided that such activities are carried out in compliance with the Purpose and terms of this Easement. 5.9. Owner may maintain, repair, replace, or decommission structures, fences, roads, driveway, ditches, including any ponds or ditches within the Property associated with the Little Quilcene Irrigation Ditch, and other permanent improvements ("Improvements") existing on the Property as of the Effective Date of this Easement, provided that such activities related to existing Improvements are carried out in compliance with the Purpose and terms of this Easement. Such Improvements include utility systems and underground utility corridors that support the Improvements, such as electric power lines, septic systems, water storage and delivery systems, telephone and communication cable systems, and the like. Owner may maintain and repair the existing unpaved driveway that provides access to the Building Envelope from a county road, as shown on the Survey. Within the Building Envelope Owner may install, build, or construct, expand, enlarge, maintain, repair, replace, or decommission wind, solar, or other alternative energy installations the primary purpose of which is generating energy for permitted uses on the Property, which may include foundations, concrete pads and footings; wind turbine units; photovoltaic panels, guy wires, support fixtures, anchors and fences; buildings needed for maintenance of wind turbine or other alternative energy production units and maintenance and storage of related equipment; electrical transformers and energy storage facilities; electric transformers, electric distribution and transmission towers and lines either above ground or underground; substations or switching facilities for the purpose of connecting to transmission system; and any other items necessary to the successful and secure use of any area of the Property within the Building Envelope for the production of wind, solar, or other alternative source of energy. Outside the Building Envelope, Owner shall not expand or enlarge Improvements existing on the Property as of the Effective Date, or install, build, or construct Improvements for alternative energy production. 5.10. Recreational or Educational Use. Owner may engage in, and allow others to engage in, recreational or educational activities on the Property. Recreational uses are limited to low -impact uses and types of passive recreation that do not require site modification to accommodate motorized, mechanical, or electronic accessories. ME All forms of developed or commercial recreation or recreation that adversely impacts the Conservation Values of the Property are prohibited. All recreational and educational activities on the Property must be carried out in compliance with the Purpose and terms of this Easement. 5.11. Emergencies. Owner may undertake any activities on the Property that are necessary to protect health or safety or prevent significant property damage on the Property or are required by and subject to compulsion of any governmental agency; provided, however, that Owner must first reasonably attempt to notify Grantee prior to taking such action. If Grantee cannot provide consent, with or without conditions, within such time as is reasonable under the circumstances, Owner may proceed with such action without consent. 6. PROHIBITED USES AND RESTRICTIONS ON PERMITTED USES 6.1. General. Any use of, or activity on, the Property inconsistent with the Purpose or other terms of the Easement is prohibited, and Owner acknowledges and agrees that it will not conduct, engage in, or permit any such use or activity. Without limiting the generality of the foregoing, the following uses of, or activities on, the Property, though not an exhaustive list of inconsistent uses or activities, are either. (a) inconsistent with the Conservation Values and Purpose of this Easement and prohibited herein; or (b) limited as provided herein to make such uses or activities consistent with the Conservation Values and Purpose of this Easement. 6.2. Conversion to Incompatible Uses. Owner may not convert the Property to industrial or suburban/residential development or to any other use that is incompatible with protection of the Conservation Values of the Property. 6.3. Subdivision. Owner shall keep the Property in common ownership. Owner may not legally or in a "de facto" manner subdivide the Property, which includes, without limitation, any subdivision, short subdivision, platting, binding site plan, testamentary division, or other process by which the Property is divided into lots. 6.4. Except as specifically provided for in the permitted uses and activities of Section 5 above, Owner may not place or construct any buildings, structures, or other improvements of any kind on the Property outside of the Building Envelope; provided, however, Owner may erect temporary structures, such as hoop houses, that do not require a concrete slab, poured concrete foundation, or similar components that would inhibit returning the soil to Agricultural Activities if the structure is removed. 6.5. Feedlot. Owner may not establish or maintain a commercial feedlot on the Property. For purposes of this Easement, "commercial feedlot" means and refers to a confined area or facility within which the land is not grazed or cropped annually, and that is used to receive livestock that are confined solely for the purpose of growing or finishing. -10- 6.6. Land Alteration or Extraction. Owner may not conduct, engage in, or permit on the Property the commercial mining or commercial extraction of soil, sand, gravel, oil, natural gas, fuel, or any other mineral substance or hydrocarbon, using any surface mining method. 6.7. Soil Degradation or Water Pollution. Owner may not engage in any use or activity on the Property that causes or is likely to cause significant soil degradation or erosion or significant pollution of any surface or subsurface waters. 6.8. Manipulation of Water Courses. Owner may not drain, fill, dredge, ditch, or dike wetland areas on the Property, or alter or manipulate ponds and water courses on the Property, or create new wetlands, water impoundments, or water courses on the Property, except as deemed necessary by Grantee, in its sole discretion, to preserve or protect the Conservation Values, or as part of an approved Stewardship Plan. 6.9. Release of Hazardous Substances. Owner may not dispose of or release (or permit the disposal or release of) any Hazardous Substance on the Property. For purposes of this section, "release" means and includes any release, generation, treatment, disposal, dumping, burying, or abandonment. The term "Hazardous Substance" means and includes any substances, materials, or wastes that are hazardous, toxic, dangerous, or harmful or are designated as, or contain components that are, or are designated as, hazardous, toxic, dangerous, or harmful and/or which are subject to regulation as hazardous, toxic, dangerous, or harmful or as a pollutant by any Federal, state, or local law, regulation, statute, or ordinance, including, without limitation, petroleum or any petroleum product. Any storage of Hazardous Substances must be in accordance with Federal, state, and local law. 6.10. Commercial Signage. Owner may not place or erect any commercial signs, billboards, or other advertising material on the Property except as related to agricultural activities on the property. 6.11. Nonnative Plants. Owner may not intentionally introduce noxious weeds on the Property, as defined and listed by Jefferson County or the State of Washington. 6.12, Chemicals. Except in accordance with an approved Stewardship Plan, Owner may not use chemical pesticides, herbicides, fertilizers, or other chemicals to treat soil, water, animals or vegetation on the Property. 6.13. Limitation on Impervious Surfaces. 6.13.1. As used herein, "Impervious Surfaces" means hard surface areas that either prevent or retard the entry of water into the soil mantle as under natural conditions before development or that cause water to run off the surface in greater quantities or at an increased rate of flow from the flow present under natural conditions before development. Impervious Surfaces include, but are not limited to, roofs, walkways, patios, driveways, parking lots, storage areas, areas that are paved or made of packed or oiled gravel and other earthen materials, or other surfaces that similarly impede the natural infiltration of surface and storm water. Impervious Surfaces do not include an open uncovered flow control or storage area or water quality treatment -11- facility, provided that the construction and maintenance of such area or facility is consistent with the Purpose and terms of this Easement. 6.13.2. The total area of the Protected Property covered by Improvements of any kind and Impervious Surfaces shall be limited to no more than four percent (4%) of the area of the Property; provided, however, that minor unenclosed agricultural improvements such as corrals, hayracks, headgates, fences, ditches, culverts, stock tanks, or other minor agricultural structures ("Minor Agricultural Improvements") may be constructed or placed on the Property and not count against this total impervious surface limit. The total area covered by gravel shall be subject to this 4% limitation unless Owner obtains prior consent from Grantee as provided in Section 7 to increase the percentage of total surfaces covered by gravel above the 4% limitation. 6.14. Compliance with Regulatory Requirements. Owner shall conduct all reserved and permitted uses and activities under this Easement to meet all requirements of federal, state, and local statutes, rules, and regulations as they may be amended from time to time, and in accordance with an approved Stewardship Plan. 6.15. Limitation on Transfers. 6.15.1. For purposes of this Section, "Transfer" includes but is not limited to any sale, grant, lease, hypothecation, encumbrance, assignment, conveyance, or any transaction the purpose of which is to affect a sale, grant, lease, hypothecation, encumbrance, assignment, or conveyance. 6.15.2. Owner may not undertake or permit any Transfer of any rights in the Property without prior notice to and consent of Grantee as provided for in Section 7; provided, however, that such consent shall not be withheld unless Grantee determines that the proposed Transfer would be inconsistent with the Purpose and terms of this Easement. 7. NOTICE AND CONSENT 7.1. To the extent required for compliance with Section 1.170A-14(g)(5)(ii) of the Treasury Regulations, and only to the extent such activity is not otherwise subject to review under this Easement, Owner agrees to notify Grantee before undertaking any reserved right, the exercise of which may have an adverse impact on the Conservation Values of the Property. 7.2. The following require notice to but do not require consent of Grantee: i) Any mortgage, deed of trust, or similar document providing security for an indebtedness of Owner, provided, however, that such security interest is to be subject and subordinate to this Easement; ii) leases for telecommunication installations or alternate energy installations within the Building Envelope; or iii) any gift, bargain, sale, or devise of fee simple absolute title to the Property. 7.3. Notice. 7.3.1. Grantee. Certain provisions of this Easement require Grantee to give notice to Owner prior to undertaking certain activities. Whenever such notice is required, and no other timeline for notice is set forth elsewhere in this Easement, Grantee is to provide such notice in writing not less than 90 days prior to the date Grantee intends to undertake the use or activity in question. -12- 73.2. Owner. Certain provisions of this Easement require Owner to give notice to Grantee prior to undertaking certain permitted uses and activities (e.g., Sections 5.6, 5.8, 5.11, 6.13.2 and 6.15.2). The purpose of requiring Owner to notify Grantee prior to undertaking these permitted uses and activities is to afford Grantee an adequate opportunity to ensure that the use or activity in question is designed and carried out in a manner consistent with the Purpose of this Easement. Whenever such notice is required, and no other timeline for notice is set forth elsewhere in this Easement, Owner is to provide such notice in writing not less than 90 days prior to the date Owner intends to undertake the use or activity in question. The notice is to describe the nature, scope, design, location, timetable, and any other material aspect of the proposed use or activity in sufficient detail to permit Grantee to make an informed judgment as to its consistency with the terms of this Easement and the Purpose thereof. 7.4. Consent. 7.4.1. Consent Not Unreasonably Withheld. Wherever, in this Easement, a Party's consent is required, such consent may be withheld only upon a reasonable determination by the consenting party that the action as proposed would be inconsistent with the Purpose or terms of this Easement and cannot be modified to make the proposed action consistent with the Purpose and terms of this Easement. Any consent may include reasonable conditions consistent with the Purpose and terms of this Easement that must be satisfied in undertaking the proposed action, use, or activity. 7.4.2. Timeline for Consent. Whenever, in this Easement, Owner's or Grantee's consent is required, and no other timeline for consent is set forth elsewhere in this Easement, the party whose consent is required must grant or withhold its consent in writing within the following time periods: 7.4.2.1. Owner. Where consent by Owner is required under this Easement, Owner must either grant or withhold its consent within 90 days of receipt of a written request by certified mail for consent. 7.4.2.2. Grantee. Where consent by Grantee is required under this Easement, Grantee shall grant or withhold its consent within 90 days of receipt of a written request by certified mail for consent. 7.4.3. Failure to Grant or Deny Consent Within the Required Time. When consent is required under this Easement, and when such consent is not granted or denied within the time period and manner set forth in this Section 7, the Parties agree that failure to grant or withhold consent within the required time on any proposed action, use, or activity shall not be deemed or construed to be a waiver of Grantee's rights under this Easement with respect to any future proposed action, use, or activity. 7.5. Optional consultation. If Owner is unsure whether a proposed use or activity is prohibited by this Easement, Owner may consult Grantee by providing written notice to Grantee describing the nature, scope, design, location, timetable, and any other material aspect of the proposed use or activity in sufficient detail to permit Grantee to make an informed judgment as to its consistency with the Purpose of this Easement and to provide comments thereon to Owner. This Section 7.4 does not itself impose a requirement of prior consent of the activity described in any such notice. -13- 7.6. Addresses for Notices. Any notice, demand, request, consent, approval or communication that either Owner or Grantee desires or is required to give to the other must be in writing and be personally delivered, or sent by first class mail with postage prepaid, or transmitted by electronic means, with a copy of such electronic transmittal bearing the date of transmittal retained by the transmitter, to the address or telephone number provided by either party from time to time. To Owner: Mark Colby Melissa Hanako Myers 10 Old State Highway Quilcene, Washington 98376 Cell Phone: (360) 774-1010 Telephone:(360) 765-3429 To Grantee: Jefferson Land Trust 1033 Lawrence Street Port Townsend WA 98368 Telephone: (360) 379-9501 Fax: (360) 379-9897 8. DISPUTE RESOLUTION 8.1. Preventive Discussions. Owner and Grantee will promptly give the other party notice of problems or concerns arising in connection with the other's actions under this Easement or the use of or activities or conditions on the Property, and will meet as needed, but no later than 15 business days after receipt of a written request for a meeting, to minimize the same. 8.2. Mediation. If the Parties disagree as to the consistency of any proposed use or activity with the Purpose or terms of this Easement and the Parties are unable to resolve such disagreement through unassisted preventive discussions between themselves, and if Owner agrees not to proceed with the use or activity pending resolution of the dispute, Owner or Grantee may refer the dispute to mediation by request made in writing upon the other. Within ten business days of the receipt of such a request, the parties to the mediation ("Mediation Parties") shall select a single impartial mediator. Mediation shall then proceed in accordance with the following guidelines: 8.2.1. Purpose. The purpose of the mediation is to: (a) promote discussion among the Mediation Parties; (b) assist the Mediation Parties to develop and exchange pertinent information concerning the issues in dispute; and (c) assist the Mediation Parties to develop proposals which enable them to arrive at a mutually acceptable resolution of the controversy. The mediation is not intended to result in any express or de facto modification or amendment of the terms, conditions or restrictions of this Easement. 8.2.2. Participation. The mediator may meet with the Mediation Parties and their counsel jointly or ex parte. The Mediation Parties agree that they will participate in -14- the mediation process in good faith and expeditiously, attending all sessions scheduled by the mediator. Representatives of all Mediation Parties with settlement authority will attend mediation sessions as requested by the mediator. 8.2.3. Confidentiality. All information presented to the mediator shall be deemed confidential and shall be disclosed by the mediator only with the consent of the Mediation Parties or their respective counsel. The mediator shall not be subject to subpoena by any party. No statements made or documents prepared for mediation sessions shall be disclosed in any subsequent proceeding or construed as an admission of a party. Records of mediation communications shall be exempt from the requirements of Chapter 42.56 RCW (Washington State Public Records Act) to the extent provided for in Chapter 7.07 RCW (Washington State Uniform Mediation Act). 8.2.4. Time Period. Neither party shall be obligated to continue the mediation process beyond a period of 60 days from the date of receipt of the initial request or if the mediator concludes that there is no reasonable likelihood that continuing mediation will result in a mutually agreeable resolution of the dispute. 8.2.5. Costs. The costs of the mediator shall be borne equally by the Parties; the Mediation Parties shall bear their own expenses, including attorney's fees, individually. 8.3. Arbitration._ The Parties may by mutual agreement submit disputed matters to arbitration upon such rules of arbitration as the Parties may agree. 9. GRANTEE'S REMEDIES 9.1. Notice of Non -Compliance. If Grantee determines that Owner is in violation of the terms of this Easement or that a violation is likely to occur, Grantee shall give written notice to Owner of such violation and demand corrective action sufficient to cure the violation and, where the violation involves injury to the Property resulting from any use or activity inconsistent with the Purpose or terms of this Easement, to restore the portion of the Property so injured to its prior or potential condition in accordance with a plan to which Grantee has given consent in writing. 9.2. Owner's Failure to Respond. Grantee may bring an action as provided in Section 9.3 if Owner: 9.2.1. Fails to cure the violation within 30 days after receipt of notice thereof from Grantee; 9.2.2. Under circumstances where the violation cannot reasonably be cured within the 30 day period, fails to begin curing such violation within the 30 day period; or 9.2.3. Fails to continue diligently to cure such violation until finally cured. 9.3. Grantee's Action. Grantee may bring an action at law or in equity, or both, in a court of competent jurisdiction to enforce the terms of this Easement, to enjoin the violation, ex parte as necessary and as allowed under the applicable civil rules, by temporary or permanent injunction, to recover any damages to which it may be entitled for violation of the terms of this Easement or injury to any of the Conservation Values protected by this Easement, including damages for the loss of any of the Conservation Values; and to require the restoration of the Property to the condition that existed prior to any such injury. Without limiting Owner's liability -15- therefor, Grantee, in its sole and absolute discretion, may apply any damages recovered to the cost of undertaking any corrective action on the Property. All such actions for injunctive relief may be taken without Grantee being required to post bond or provide other security. 9.4. Immediate Action Required. Notwithstanding any other provision of this Easement, if Grantee, in its sole and absolute discretion, determines that circumstances require immediate action to prevent or mitigate significant damage to the Conservation Values, Grantee may pursue its remedies under this Section 9 without prior notice to Owner, without participation in dispute resolution as provided for in Section 8, or without waiting for the period provided for cure to expire. 9.5. Nature of Remedy. Grantee's rights under this Section 9 apply equally in the event of either actual or threatened violations of the terms of this Easement. Owner agrees that Grantee's remedies at law for any violation of the terms of this Easement are inadequate, and that Grantee shall be entitled to the injunctive relief described in this Section 9, both prohibitive and mandatory, in addition to such other relief to which Grantee may be entitled, including specific performance of the terms of this Easement, without the necessity of proving either actual damages or the inadequacy of otherwise available legal remedies. Grantee's remedies described in this Section 9 shall be cumulative and shall be in addition to all remedies now or hereafter existing at law or in equity. The provisions of Section 9.5 shall not be interpreted to preclude Grantee from obtaining injunctive relief. 9.6. Damages. Inasmuch as the actual damages to the Conservation Values that could result from a breach of this Easement by Owner would be impractical or extremely difficult to measure, the Parties agree that the money damages Grantee is entitled to recover from Owner shall be, at Grantee's election, the higher of: (i) the amount of economic gain realized by Owner from violating the terms of the Easement; (ii) the cost of restoring any Conservation Values that have been damaged by such violation; (iii) an amount equal to the fair market value of this Easement, which shall be determined as provided in Section 11.3 and distributed as provided in Section 11.4; or (iv) an amount equal to the total project cost as specified in any written agreement with an entity that provided funding for the acquisition of this Easement, with interest due and payable from the date of breach at the rate provided for in RCW 43.17.240, as may be amended from time to time. In the event Grantee chooses the second of these four measures, Owner agrees to allow Grantee, its agents or contractors to enter upon the Property and conduct restoration activities. In the event that Grantee chooses the third or fourth of these four measures, Grantee agrees that it will follow the dispute resolution process and remedies described in Sections 8 or 9 before exercising this right, unless legally compelled to do otherwise. Any amounts due and owing Grantee under this paragraph shall be due and owing within 120 days of receiving a written demand for repayment by Grantee. 9.7. Costs of Enforcement. In the event Owner or Grantee finds it necessary to bring an action at law or other proceeding against the other party to enforce or interpret any of the terms, covenants, or conditions of this Easement, the prevailing party in any such action or proceeding shall be paid all costs and reasonable attorneys' and Iffel consultants' fees by the other party and all such costs and attorneys' and consultants' fees shall be included in any judgment secured by such prevailing party. 9.8. Grantee's Discretion. Enforcement of the terms of this Easement shall be at the discretion of Grantee, and any forbearance by Grantee to exercise its rights under this Easement in the event of any breach of any terms of this Easement by Owner shall not be deemed or construed to be a waiver by Grantee of such term or of any of Grantee's rights under this Easement. No delay or omission by Grantee in the exercise of any right or remedy upon any breach by Owner shall impair such right or remedy or be construed as a waiver. 9.9. Waiver of Certain Defenses. Granting Owner acknowledges that it has carefully reviewed this Easement and has consulted with and been advised by legal counsel of its terms and requirements. In full knowledge of the provisions of this Easement, Owner hereby waives any claim or defense it may have against Grantee or its successors in interest under or pertaining to this Easement based upon abandonment, adverse possession, or prescription relating to the Property or this Easement. Except for the foregoing, Owner specifically retains any and all rights it has under the law as owner of the Property, including, without limitation, the right to bring claims against Grantee for any breach by Grantee of the terms of this Easement. 9.10. Acts Beyond Owner's Control. Nothing contained in this Easement may be construed to entitle Grantee to bring any action against Owner to abate, correct, or restore any condition on the Property or to recover damages for any injury to or change in the Property resulting from actions by a trespasser upon the Property or causes beyond Owner's control, including, without limitation, natural disaster, fire, flood, storm, pest infestation, earth movement, and climate change, and from any prudent action taken by Owner under emergency conditions to prevent, abate, or mitigate significant injury to the Property resulting from such causes. In the event the terms of this Easement are violated by acts of trespassers, and Owner has not undertaken suit itself, Owner agrees, at Grantee's option, to assign its right of action to Grantee or to appoint Grantee its attorney in fact, for purposes of pursuing enforcement action against the responsible parties. 9.11. Compliance Certificates. Upon request by Owner, Grantee shall, as soon as possible and no later than 30 days after receipt of such request, execute and deliver to Owner any document, including an estoppel certificate, which certifies, to the best of Grantee's knowledge, Owner's compliance or lack thereof with any obligation of Owner contained in this Easement and otherwise evidences the status of this Easement as requested by Owner. Such certification shall be limited to the condition of the Property as of Grantee's most recent inspection. If Owner requests more current documentation, Grantee must conduct an inspection, at Owner's expense, within 45 days of receipt of Owner's written request and payment therefor. 10. LIABILITIES, TAXES, AND ENVIRONMENTAL COMPLIANCE -17- 10.1. Liabilities and Insurance. Owner retains all responsibilities and shall bear all costs and liabilities of any kind related to the ownership, operation, upkeep, and maintenance of the Property, including the maintenance of adequate liability insurance coverage. Such insurance shall include Grantee's interest, name Grantee as an additional insured, and provide at least 30 days notice to Grantee before cancellation and that the act or omission of one insured will not invalidate the policy as to the other insured party. The Parties release and relieve the other, and waive their entire right to recovery for loss or damage to the extent that the loss or damage is covered by the injured party's insurance. This waiver applies whether or not the loss is due to the negligent acts or omissions of Owner or Grantee. Owner remains solely responsible for obtaining any applicable governmental permits and approval for any construction or other activity or use permitted by this Easement, and all such construction or other activity or use shall be undertaken in accordance with all applicable Federal, state, and local laws, regulations, and requirements. Owner shall keep the Property free of any liens arising out of any work performed for, material furnished to, or obligations incurred by Owner; provided, however, that the Property shall be deemed to be free of such liens if i) Owner or Grantee, as the case may be, is diligently challenging the application of such liens to the Property; or ii) such liens are subordinated to this Easement and do not require any action or inaction inconsistent with the Purpose and terms of this Easement. 10.2. Taxes. Owner must pay before delinquency all taxes, assessments, fees, charges of whatever description levied on or assessed against the Property by competent authority (collectively "taxes"), including any taxes imposed upon, or incurred as a result of, this Easement, and must furnish Grantee with satisfactory evidence of payment upon request. 10.3. Liability. Each party to this Easement is responsible for its own acts and/or omissions and those of its members, directors, officers, employees, agents, and contractors. No party to this Easement is responsible for the acts and/or omissions of entities or individuals not a party to this agreement. 10.4. Representations and Warranties. Granting Owner represents and warrants that, to the best of Granting Owner's knowledge without the duty of investigation: 10.4.1. Granting Owner and the Property are in compliance with all Federal, state, and local laws, regulations, and requirements applicable to the Property and its use; 10.4.2. There has been no release, dumping, burying, abandonment or migration from off-site on the Property of any substances, materials, or wastes that are or are designated as, hazardous, toxic, dangerous, or harmful or contain components that are, or are designated as, hazardous, toxic, dangerous, or harmful and/or that are subject to regulation as hazardous, toxic, dangerous, or harmful by any federal, state or local law, regulation, statute, or ordinance; 10.4.3. Neither Granting Owner nor Granting Owner's predecessors in interest have disposed of any hazardous substances off-site, nor have they disposed of substances at sites designated or proposed to be designated as federal Superfund (42 U.S.C. § 9601 et seq.) or state Model Toxics Control Act (RCW 70.105D.010 et seq.) ("MTCA") sites; and 10.4.4. There is no pending or threatened litigation affecting the Property or any portion of the Property that will materially impair the Conservation Values of any -18- portion of the Property. No civil or criminal proceedings have been instigated or are pending against Granting Owner or its predecessors by government agencies or third parties arising out of alleged violations of environmental laws, and neither Granting Owner nor its predecessors in interest have received any notices of violation, penalties, claims, demand letters, or other notifications relating to a breach of environmental laws. 10.5. Remediation. If, at any time, there occurs, or has occurred, a Release in, on, or about the Property of a Hazardous Substance, Owner agrees to take or compel responsible third parties to take all steps required under applicable law and necessary to assure its containment and remediation, including any cleanup that may be required (except that the use of institutional controls shall not be allowed without Grantee's consent), unless the Release was caused by Grantee, in which case Grantee shall be responsible for such remediation to the extent the Release was caused by Grantee. At its discretion, Grantee may assist Owner in compelling third parties to contain and remediate any such Release. 10.6, Control. Nothing in this Easement shall be construed as giving rise, in the absence of a judicial decree, to any right or ability in Grantee to exercise physical or managerial control over the day-to-day operations of the Property, or any of Owner's activities on the Property, or otherwise to become an operator with respect to the Property within the meaning of the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended ("CERCLA"). 11. SUBSEQUENT TRANSFER OR EXTINGUISHMENT 11.1, Extinguishment. 11.1.1. If circumstances arise in the future that render the Purpose of this Easement impossible to accomplish, this Easement can only be terminated or extinguished, whether in whole or in part, by judicial proceedings in a court of competent jurisdiction. 11.1.2. The amount of the proceeds to which Grantee shall be entitled, after the satisfaction of prior claims, from any sale, exchange, or involuntary conversion of all or any portion of the Property subsequent to such termination or extinguishment, shall be determined, unless otherwise provided by Washington law at the time, in accordance with Section 11.3. Grantee shall use all such proceeds in a manner consistent with the Purpose of this Easement. 11.1.3. In granting this Easement, Granting Owner has considered the fact that any use of the Property that is prohibited by this Easement, or any other use as determined to be inconsistent with the Purpose of this Easement, may become economically more valuable than permitted uses. It is the intent of both Granting Owner and Grantee that such circumstances shall not justify the termination or extinguishment of this Easement. Owner's inability to carry on any or all of the permitted uses, or the unprofitability of doing so, shall not impair the validity of this Easement or be considered grounds for its termination or extinguishment. 11.2. Condemnation. If the Easement is taken, in the whole or in the part, by the exercise of the power of eminent domain, Grantee shall be entitled to compensation in accordance with Section 11.3, for the value of the Easement taken; and Owner shall -19- be entitled to compensation in accordance with applicable law for the value of the underlying fee title and improvements taken. In the event that Section 11.3. violates applicable law, then the proceeds to Owner and Grantee shall be divided in accordance with applicable law. 11.3. Valuation. This Easement constitutes a real property interest immediately vested in Grantee. For purposes of this Section, the Parties stipulate that this Easement has a fair market value determined by multiplying (a) the fair market value of the Property unencumbered by the Easement as vacant, at the time of termination or extinguishment, as determined by an appraisal by a qualified appraiser, by (b) 27.8%. For purposes of this Section, the Parties agree that the ratio of the value of the Easement to the value of Grantor's property unencumbered by the Easement is evidenced by a qualified real property appraisal prepared by Chad Johnson and Leslee Gilmore of SH&H Valuation, dated May 4, 2016; said document is on file with Grantee. This ratio 27.8% shall remain constant. 11.4. Distribution of Proceeds. In the event of extinguishment of this Easement pursuant to Section 11. 1, condemnation of this Easement pursuant to Section 11.2, or damages received by Owner in an amount equal to the fair market value of this Easement pursuant to Section 9.6, any proceeds attributable to the value of the Easement shall be proportionately distributed pursuant to the terms of the grant agreement with Jefferson County and Grantee shall be entitled to a portion of the proceeds at least equal to the gift portion of the proportionate value of this Easement. For purposes of this section, the Parties stipulate that $91,897.50 of monetary consideration for the conveyance of this Easement has been provided by Jefferson County, that $13,687.00 of the monetary consideration has been provided by fundraising from the community, and that Granting Owner has donated to Grantee the remainder of the fair market value of this Easement with the intent of making a gift to Grantee of the remainder of said fair market value which is used as match for the Jefferson County grant funding. 11.5. Subsequent Transfers. Owner agrees to: (1) incorporate by express reference the terms of this Easement in any deed or other legal instrument by which it divests itself of any interest in all or a portion of the Property; and (2) describe this Easement in and append it to, any executory contract for the transfer of any interest in the Property. Owner further agrees to give written notice to Grantee of the transfer of any interest at least 30 days prior to the date of such transfer. Such notice to Grantee shall include the name, address, and telephone number of the prospective transferee or such transferee's representative. The failure of Owner to perform any act required by this Section 11 shall not impair the validity of this Easement or limit its enforceability in any way. 12.AMENDMENT If circumstances arise under which an amendment to or modification of this Easement would be appropriate, the Parties may jointly amend this Easement in accordance with Grantee's policies and the relevant standards and practices of the Land Trust Alliance, provided that no amendment shall be allowed that will affect the qualification of this Easement or the status of Grantee under any applicable laws, -20- including without limitation RCW 64.04.130, Chapter 84.34 RCW, or Section 170(h) of the IRS Code of 1986, as amended (or any successor provisions then applicable). Any such amendment shall be for conservation purposes consistent with the original Purpose of this Easement; shall not affect its perpetual duration; shall not result in any reduction of conservation values; and shall be recorded in the official records of Jefferson County, Washington, and any other jurisdiction in which such recording is required. 13.ASSIGNMENT 13.1. Assignment. 13.1.1. Grantee's Interest. Grantee's interest in this Easement is transferable, but Grantee may assign its rights and obligations under this Easement only to an organization that is a qualified holder at the time of transfer under RCW 64.04.130, as amended. As conditions of such transfer, Grantee shall require that assignee (a) continue to carry out the Purpose of this Easement and (b) comply with the terms of any agreement with a funding source for the acquisition of this Easement, if any. Grantee shall notify Owner and Jefferson County in writing, at Owner's last known address, in advance of such assignment. The assignment shall not be valid without such notice; provided, however, that the failure of Grantee to give such notice shall not impair the validity of this Easement or limit its enforceability in any way. 13.2. Rights and Obligations Upon Transfer. The Grantee or Owner's rights and obligations under this Easement terminate upon transfer of the party's interest in the Property or this Easement, as the case may be, except that liability for acts or omissions occurring prior to transfer shall survive transfer. 13.3. Succession. If at any time it becomes impossible for Grantee to ensure compliance with the covenants contained herein and Grantee has not named a successor organization, or the Grantee shall cease to exist, then Grantee's rights and duties hereunder shall become vested and fall upon: 13.3.1. The Trust for Public Land; or 13.3.2. Such other entity, with purposes similar to Grantee's, authorized to acquire and hold conservation easements under RCW 64.04.130 and RCW 84.34.250 (or any successor provisions then applicable), and a qualified organization under Section 170(h) of the Internal Revenue Code of 1986, as amended (or any successor provisions then applicable); provided that if such vesting in any of the entities named above is deemed to be void under the Rule Against Perpetuities, the rights and obligations under this Easement shall vest in such organization as a court having jurisdiction shall direct, pursuant to the applicable Washington law and the Internal Revenue Code and with due regard to the Purpose of this Easement. 14. RECORDATION Grantee shall record this instrument immediately upon execution in the official records of Jefferson County, Washington, and in any other appropriate jurisdictions, and may re- record it at any time as may be required to preserve its rights in this Easement. 15. NO MERGER -21- In the event that Grantee acquires all or a portion of the fee title to the Property, it is the intent of the Parties that no merger of title shall take place that would merge the restrictions of this Easement with fee title to the Property and thereby eliminate them, and that the restrictions on the use of the Property, as embodied in the Easement, shall, in the event that all or a portion of title become vested in Grantee, become and remain permanent and perpetual restrictions on the use of the Property. Grantee covenants to do what is required to prevent merger of title, including, if necessary, assignment of the Easement to an appropriate third party pursuant to Section 13.1. 16. GENERAL PROVISIONS 16.1. Effective Date. The Effective Date of this Easement shall be the date on which the Granting Owner executed this Easement. 16.2. Governing Law and Venue. The laws of the State of Washington and applicable federal law shall govern the interpretation and performance of this Easement. By executing this Easement, Granting Owner acknowledges the jurisdiction of the courts of the State of Washington in this matter. 16.3. Liberal Construction. Any general rule of construction to the contrary notwithstanding, this Easement shall be liberally construed in favor of the grant to affect the Purpose of this Easement. If any provision in this instrument is found to be ambiguous, an interpretation consistent with the Purpose of this Easement that would render the provision valid shall be favored over any interpretation that would render it invalid. 16.4. Severability. 16.4.1. Except as provided in Section 16.4.2 below, if any provision of this Easement, or the application thereof to any person or circumstance, is found to be invalid or unenforceable by any court of competent jurisdiction or is superseded by state or Federal legislation, rules, regulations or decision, the remainder of the provisions of this Easement, or the application of such provision to persons or circumstances other than those as to which it is found to be invalid or unenforceable, as the case may be, shall not be affected thereby. 16.4.2. If any material provision of this Easement, or the application thereof to any person or circumstance, is found to be invalid or unenforceable by any court of competent jurisdiction or is superseded by state or Federal legislation, rules, regulations or decision, so that the intent of these provisions is frustrated, the parties agree to immediately negotiate a replacement provision to fulfill the intent of the superseded provisions consistent with the Purpose of this Easement and applicable law. 16.5. Entire Agreement. This instrument sets forth the entire agreement of the Parties with respect to the Easement and supersedes all prior discussions, negotiations, understandings, or agreements relating to the Easement, all of which are merged herein. No alteration or variation of this instrument shall be valid or binding unless contained in an amendment that complies with Section 12. 16.6. No Forfeiture. Nothing contained herein will result in a forfeiture or reversion of Owner's title in any respect. -22- 16.7. "Granting Owner" - "Owner" - "Grantee". The terms "Granting Owner" and "Owner", wherever used in this instrument, and any pronouns used in the place thereof, means and includes the above-named Granting Owner and its successors and assigns, and the term "Grantee", wherever used in this instrument, and any pronouns used in the place thereof, means and includes above-named Grantee and its successors and assigns. The term "Owner" shall also include any party taking ownership of the Property, or any portion thereof, subsequent to the foreclosure of any mortgage or deed of trust. 16.8. Successors. The covenants, terms, conditions, and restrictions of this Easement shall be binding upon, and inure to the benefit of, the Parties and their respective successors and assigns, and to any party taking ownership of the Property, or any portion thereof, subsequent to the foreclosure of any mortgage or deed of trust, and shall continue as a servitude running in perpetuity with the Property. 16.9. Captions. The captions in this instrument have been inserted solely for convenience and ease of reference and are not a part of this instrument and shall have no effect upon construction or interpretation. 16.10. Counterparts. The Parties may execute this instrument in two or more counterparts, which shall, in the aggregate, be signed by both Parties; each counterpart shall be deemed an original instrument as against any party who has signed it. In the event of any disparity between the counterparts produced, the recorded counterpart shall be controlling. 16.11. Authority. The individuals signing below, if signing on behalf of any entity, represent and warrant that they have the requisite authority to bind the entity on whose behalf they are signing. 16.12. Recitals. The Parties agree that the terms and recitals set forth in Section 1 (among other terms of this Easement) are material to this Easement, and that each Party has relied on the material nature of such terms and recitals in entering into this Easement. Each term and recital set forth in Section 1 is fully incorporated into this Easement. 17. SCHEDULE OF EXHIBITS Exhibit A. Legal Description of Property. Exhibit B Site Map TO HAVE AND TO HOLD unto Grantee, its successors and assigns forever. -23- IN WITNESS WHEREOF, the undersigned Granting Owners have executed this instrument this day of 12017. Mark Colby Melissa Hanako Myers -24- Jefferson Land Trust does hereby accept the above Grant Deed of Conservation Easement. Jefferson Land Trust, a Washington nonprofit corporation 0 Richard Tucker, Executive Director -25- STATE OF WASHINGTON ) )ss - COUNTY ss.COUNTY OF JEFFERSON ) I certify that I know or have satisfactory evidence that MARK COLBY and MELISSA HANAKO MYERS are the persons who appeared before me and acknowledged that they signed this instrument as their free and voluntary act for the uses and purposes mentioned in the instrument. Dated: otary Public rint Name y commission expires (Use this space for notarial stamp/seal) -26- STATE OF WASHINGTON ) ) ss. COUNTY OF JEFFERSON ) I certify that I know or have satisfactory evidence that RICHARD TUCKER is the person who appeared before me, and said person acknowledged that he/she signed this instrument, on oath stated that he/she was authorized to execute the instrument and acknowledged it as the Executive Director of Jefferson Land Trust to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated. otary Public rint Name 'y commission expires Use this space for notarial stamp/seal) -27- EXHIBIT A Legal Description of Property Parcel A: That portion of Lot 10 of Bishop's Subdivision of the Northeast quarter of Section 14, Township 27 North, Range 2 West, W.M., as per plat recorded in Volume 2 of Plats, page 116, records of Jefferson County, Washington, described as follows: Beginning at the Southeast corner of said Lot; Thence West along the South line of said Lot 331 feet; Thence North, parallel with the East line of said Lot 755.5 feet Thence East 331 feet to the East line of said Lot; Thence South along said East line 755.5 feet to the Point of Beginning; EXCEPT Cemetery Road along the South boundary. Parcel B: Lot 2 of Bishop's Subdivision of the Northeast quarter of Section 14, Township 27 North, Range 2 West, W.M., as per plat recorded in Volume 2 of Plats, page 116, records of Jefferson County, Washington; EXCEPT that portion, if any, for Old State Hwy. (Co.) formerly known as Leland- Quilcene Road. Parcel C: Lot 3 of Bishop's Subdivision of the Northeast quarter of Section 14, Township 27 North, Range 2 West, W.M., as per plat recorded in Volume 2 of Plats, page 116, records of Jefferson County, Washington; EXCEPT that portion, if any, for Old State Hwy. (Co.) formerly known as Leland- Quilcene Road; ALSO EXCEPT that portion, if any, for State Hwy. 101. All situate in Jefferson County, Washington. A-1 EXHIBIT B Site Map Z Q �' c O > N o16o o M Q4 N _ " 'X - N `p - Q O N Q CL C O O c N .moi +� N co C N a N N Ln N N M N O LL -o N i O_ O O O N M 0) L O O O O N M O N pQ � � O CL O O cn E w w CN (n 0 Of =OLLI U E N N �= a 1 E a x;� w 0 U l