HomeMy WebLinkAboutJefferson Land Trust - 121817'? q I E�-� P. - I I -) I
JEFFERSON COUNTY CONSERVATION FUTURES PROGRAM
PROJECT AGREEMENT
Project Sponsor: Jefferson Land Trust
Project Title: Snow Creek Uncas Preserve Taylor
Approval: Resolution No. 25-17, June 19, 2017
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
Department on behalf of the project Sponsor.
C. Description of Project
The subject project is described in the attached 2017 Conservation Project Application for the Snow
Creek Uncas Preserve Project. Jefferson County Conservation Futures Funds ("CFF") in an amount
not to exceed $9,434.00 will be used towards the acquisition, by the Jefferson Land Trust, of the real
property known in the records of the Jefferson County Assessor as APN# 902362004 for acquisition
expenses, and $4,000 to reimburse for operations and maintenance expenses.
The Statutory Warrantee Deed will include the following language:
In order to permanently protect fragile ecosystems and to extend an existing
wildlife habitat corridor known as the Snow Creek Uncas Preserve, the Grantors
and the Grantee herein covenant and agree that the real property that is the
subject of this Deed shall be maintained, retained and conserved in perpetuity in
its natural state by the Grantee, its successors and assigns. This covenant is
deemed to touch upon and run with the land in strict conformance with RCW
84.34.230. The land shall not be converted to a different use unless and only if
other equivalent lands within the Jefferson County (the County) are received by
the County in exchange.
The foregoing covenant does not apply to the following:
Trails;
Planting of any vegetation or trees that are native to the Pacific Northwest;
Removal of species that are not native to the Pacific Northwest;
Removal of any dead, diseased, or dangerous trees that constitute a hazard to life
or property.
Project deliverables are described in the attached Scope of Work.
2017 Snow Creek Uncas Preserve Taylor
D. Periods of Performance
The Project reimbursement period for acquisition expenses shall begin on June 19, 2017 and end on
June 19, 2020 unless proof of match is provided prior to this date. No expenditure made before June
19, 2017 is eligible for reimbursement unless incorporated by written amendment into this
Agreement. Operations and maintenance costs must be incurred before June 19, 2027.
Annual reporting is required every October beginning in 2017 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 $13,434 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 $13,434. In
no event will the CFF funds expended for this purchase exceed twenty percent (20%) of the overall
acquisition cost of the property. 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 2017 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
2017 Snow Creek Uncas Preserve Taylor
Acquisition
O & M
Totals
%
Conservation Futures — Snow Creek Uncas
Preserve Taylor
$9,434
$4,000
$13,434
20%
Project Sponsor Contribution
$53,461
$0
$53,461
80%
Totals
$62,895
$4,000
1 $66,895
100%
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 2017 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
2017 Snow Creek Uncas Preserve Taylor
shareholders of the Sponsor, Worker's Compensation Insurance in an amount or amounts
that are not less than the required statutory minimum(s) as established by the State of
Washington or the state or province where the Sponsor is located.
Commercial Automobile Liability Insurance providing bodily injury and property
damage liability coverage for all owned and non -owned vehicles assigned to or used in
the performance of the work for a combined single limit of not less than $500,000 each
occurrence with the County named as an additional insured in connection with the
Sponsor's performance of the contract.
General Commercial Liability Insurance in an amount not less than a single limit of one
million dollars ($1,000,000) per occurrence and an aggregate of not less than two (2)
times the occurrence amount ($2,000,000.00 minimum) for bodily injury, including death
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.
The County shall be named as an additional insured party under this policy.
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
2017 Snow Creek Uncas Preserve Taylor
intention of the parties that the insurance policies so affected shall protect both parties
and be primary coverage for any and all losses covered by the above described insurance.
It is further agreed by the parties that insurance companies issuing the policy or policies
shall have no recourse against the County (including its employees and other agents and
agencies) for payment of any premiums or for assessments under any form of policy. It is
further agreed by the parties that any and all deductibles in the above described insurance
policies shall be assumed by and be at the sole risk of the Sponsor.
It is agreed by the parties that judgments for which the County may be liable, in excess of
insured amounts provided herein, or any portion thereof, may be withheld from payment
due, or to become due, to the Sponsor until such time as the Sponsor shall furnish
additional security covering such judgment as may be determined by the County.
The County reserves the right to request additional insurance on an individual basis for
extra hazardous contracts and specific service agreements.
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.
IC 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.
4 2017 Snow Creek Uncas Preserve Taylor
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.
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
Public 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.
2017 Snow Creek Uncas Preserve Taylor
V. Agreement Representatives
All written communications sent to the Sponsor under this Agreement will be addressed and delivered
to:
Sponsor Contact
Sarah Spaeth, Director of Conservation
Jefferson Land Trust
1033 Lawrence St.
Port Townsend, WA 98368
Conservation Futures Program Contact
Jefferson County Environmental
Public Health — Conservation Futures
615 Sheridan Street
Port Townsend, WA 98368
These addresses shall be effective until receipt by one party from the other of a written notice of any
change.
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 2017 Snow Creek Uncas Preserve Taylor 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
By:
Kathleen Kler, Chair
Jefferson Board of County Commissioners
By SCLC I S
Jefferson Land T st
Attested:
Carolyi 6aliaw�, Deputy Cleil of the Board
Approved as to form:
O -e- f4-t4a---- 1-7/o
Philip Hunsucker, Chief Civil Deputy Prosecutor
j� 2017.
6 2017 Snow Creek Uncas Preserve Taylor
Scope of Work
Jefferson Land Trust, as project sponsor "Sponsor", will perform the following tasks in order to
implement the Snow Creek Uncas Preserve Taylor Project:
Task 1: Acquire Matching Contribution
The Sponsor will secure the necessary matching contribution of eighty percent (80%) 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 80% of the total project cost.
Task 2: Acquire Subject Properties
Sponsor will acquire the subject property, APN# 902362004, by statutory warranty deed
incorporating the Conservation Futures Program deed language in item "C" of this agreement.
Deliverable 2a: Recorded Statutory Warranty Deed including the agreed -to conservation futures
language.
Task 3: Reporting
Sponsor will monitor and report on the property as described in item "D" of this agreement and
submit required reports to the Conservation Futures Citizen Oversight Committee (through staff) for
APN# 902362004 in the format provided.
Deliverable 4a: Completed Annual Reports.
2017 Snow Creek Uncas Preserve Taylor
EXHIBIT A
Draft Statutory Warranty Deed
2017 Snow Creek Uncas Preserve Taylor
6.3074 PGS A SWD
12!19/2017 03:40 PM $74.00 FIRST AMERICAN TITLE
Jeffarson County WA Auditor's Office — Rose Ann Carroll, Auditor
Upon recordation return to: ill, Fd E11110A101Al4'iM 11111%ki"OMIA 11111
Jefferson Land Trust
1033 Lawrence Street
Port Townsend, WA 98368
STATUTORY WARRANTY DEED
Grantor: Eric C. Taylor`, �
Grantee: Jefferson Land Trust, a Washington nonprofit corporation
Portion of
Assessor's Tax Parcel No: 902 362 004 ptn
The Grantor, Eric C. Taylor, as his separate estate for valuable con3ideratiot conveys and
warrants to the Jefferson Land Trust ("Grantee"), all of Grantor's right, Title, old interest in and
to the following described real estate situated in the County of Jefferson, Stare -of Washington:
The South '/z of the West 1/2 of the Northwest'/ of the.Northwesf'/4 of Section 36, Township 29
North, Range 2 West, W.M.; -
i
EXCEPTING THEREFROM that portion lying withinrcounty road known as Wycoff County
Road;
EXCEPTING THEREFROM that portion lying West,of county read known as Wycoff County
Road; and --
EXCEPTING THEREFROM the right-of-way, if any, of the Port Townsend, Southern Railroad.
Situate in the County of Jefferson, State of Washington.
In order to permanently protect fragile ecosystems arrd to extend an existing wildlife habitat
corridor known as the Snow Creek Un�as` Preservelthe Grantors and the Grantee herein
covenant and agree that the real -property that is tl-e subject of this Deed shall be maintained,
retained and conserved in per �itgi in, its natural state by the Grantee, its successors and
assigns. This covenant is deemed`to.,todch,upan and run with the land in strict conformance with
RCW 84.34.230. The land shat! not -be conve-rted to a different use unless and only if other
equivalent lands within the Jefferson Courify"(the County) are received by the County in
exchange.
The foregoing coven6nill'does not apply4o the following:
Trails;
Planting of any vegetation o0rees'that are native to the Pacific Northwest;
Removal of species'that'are not r?ative to the Pacific Northwest;
Removal of any d@�ldiseas6d,, or dangerous trees that constitute ahg4gq to life or property,
VANOF
EXECUTED this c38y,ofC�P LL bf, K 2017
v oo-v'
QtRES o _
pM� i p2� -
Eric C. Taylor ` _ ,oN� 2 0 0�
STATE- OFWASH 146TON
COUNTY -OF JEFFERSON ) SS:
;, i rrunriru
��On-this�y, �� day of ��-2CP_rnbf+� 2017, before me personally
appeared. before me Eric C.Taylor. to me known to the individual d ai ed in and who
executed the within and foregoing instrument, and ckn cadged that e signed the same
as 1 er free and voluntaryact and deed, for th uses tJ purposes rein mentioned.
�
_ ary s' ture
Notary n1ame printed or typed
NOTARY PUBLIC, tate of Washington
Residing at: �l(-t o(dL(f .
82-17377 121921' *12/19/2017 1095.00*
615 Sheridan Street
Port Townsend, WA 98368
P66 foson www.JeffersonCountyPublicHealth.org
Consent
genda
Public HeNovember 27, 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: I �- 1 1 '�) 20/ -I -
SUBJECT: Agenda Item — Project Agreement Conservation Futures Fund Grant
Snow Creek Uncas Preserve Taylor; Jefferson Land Trust, Sponsor;
June 19, 2017 — June 19, 2027; $66,895
STATEMENT OF ISSUE:
Jefferson County Public Health Department requests Board approval of the Project Agreement between
Jefferson County and Jefferson Land Trust for the project known as Snow Creek Uncas Preserve Taylor
(June 19, 2017 — June 19, 2027) as described in Board of County Commissioners Resolution number 25-17.
Funding comes from a grant from the Conservation Futures Fund in the amount of $13,434.00 and
matching funds in the amount of $53,461.00 provided by the Project Sponsor, Jefferson Land Trust. Total
cost of the project is $66,895.00.
ANALYSIS/ STRATEGIC GOALS/PRO'S and CON'S:
This Project Agreement contracts Jefferson County to administer a Conservation Futures Fund grant
received by Jefferson Land Trust for fee simple acquisition ($9,434) and operations and maintenance
($4,000) of the real property APN#902362004, Snow Creek Uncas Preserve Taylor, Resolution #25-17. The
additional cost ($53,461) of the acquisition is met by Jefferson Land Trust through a Washington State
Recreation and Conservation Office (RCO) Grant from the Salmon Recovery Funding Board. The
Conservation Future Funds' expenditure is limited to $13,464 and may not exceed 20% of the overall
acquisition cost of the property. Any additional expenditure beyond $66,895 is the responsibility of the
Jefferson Land Trust. 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 Senlice to
acquire land lot by lot for preservation and restoration for various purposes including salmon and bird
habitat. This acquisition supports that end.
FISCAL IMPACT/COST BENEFIT ANALYSIS:
The Project Agreement is fully funded by the Jefferson County Conservation Futures Fund grant $13,434,
and Jefferson Land Trust $53,461 through an RCO grant through the Salmon Recovery Funding Board.
There is no impact on the General Fund.
Community Health Environmental Health
Developmental Disabilities Water Quality
360-385-9400 360-385-9444
360-385-9401 (f) Always working for a safer and healthier community (f) 360-379-4487
615 Sheridan Street
Port Townsend, WA 98368
�e Mon www.JeffersonCountyPublicHealth.org
Public I-legalt
RECOMMENDATION:
JCPH management request approval of the Professional Agreement with Jefferson Land Trust for
Conservation Futures Fund, Snow Creek Uncas Preserve Taylor; June 19, 2017 — June 19, 2027; $13,434.00
Conservation Futures Fund Grant and $53,461.00 Project Sponsor, Jefferson Land Trust, for a total project
cost of $66,895.00
REVIEWED BY:
I Ip Morley my Administ for Date —ZI
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
615 Sheridan Street
Port Townsend, WA 98368
�etnson www.JeffersonCountyPublicHealth.org
Public He9alit
CONTRACT REVIEW FORM
CONTRACT WITH: Jefferson Land Trust
CONTRACT FOR: Conservation Futures Fund Snow Creek
Uncas Preserve Taylor
NOV 2 8 2011
TERM: 6/19/2017-6/19/2020
COUNTY DEPARTMENT: Jefferson County Public Health
For More Information Contact: Tami Pokorny
Contact Phone #: X498
RETURN TO: Jenny RETURN BY: ASAP
AMOUNT: $66,895
Revenue:
Expenditure: $13,434 (Conservation Futures
Fund)
Matching Funds Required: $53,461
Source(s) of Matching Funds: Jefferson Land Trust
PROCESS:
WQ-17-024
❑ Exempt from Bid Process
❑ Consultant Selection Process
0 Cooperative Purchase
❑ Competitive Sealed Bid
❑ Small Work Roster
❑ Vendor List Bid
❑ RFP or RFQ
❑ Other:
Step 1: REVIEW BY RISK EM T A"
Review by:
Date Reviewed,
APPROVED FORM ❑ ,Re me or revision (See Comments)
Co ents:
1 44
Step 2: REVIEW BY PROSEC ING A 136ey
Review by:
Date Reviewed. ti
R- APPROVED AS TO FORM t rned for revision (See Comments)
Comments:
(This form to stay with contract throughout the contract review process)
Community Health Environmental Health
Developmental Disabilities Water Quality
360-385-9400 360-385-9444
360-385-9401 (f) Always working for a safer and healthier community (f) 360-379-4487