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HomeMy WebLinkAbout052421_ca10 615 Sheridan Street Port Townsend, WA 98368 9ellason www.JeffersonCountyPublicHealth.org ea t�h JEFFERSON COUNTY Public H BOARD OF COUNTY COMMISSIONERS AGENDA REQUEST TO: Board of County Commissioners Philip Morley, County Administrator FROM: Pinky Feria Mingo, Director, Environmental Health and Water Quality Tami Pokorny, Natural Resources Program Coordinator DATE: SUBJECT: Agenda Item — Conservation Futures Grant Agreement with Jefferson Land Trust, Sponsor, for Serendipity Farm; March 1, 2017 —July 30, 2021; Not to exceed $106,600. STATEMENT OF ISSUE: Jefferson County Public Health (JCPH) requests Board approval of a Conservation Futures Grant Agreement with Jefferson Land Trust to implement the Serendipity Farm project; March 1, 2017 —July 30, 2021; Not to exceed $106,600. ANALYSIS/STRATEGIC GOALS/PRO'S and CON'S: Jefferson Land Trust will implement the Serendipity Farm project, which was approved for Conservation Futures Funding by the BoCC in 2017 (Resolution 24-17), to place a Grant Deed of Agricultural Conservation Easement on this property located in Quilcene. The project will reduce development potential and preserve agricultural and habitat values. As discussed during the Commissioner's Briefing on May 3rd, 2021, the project completion date is extended to July 30, 2021 and the project area is reduced from 45 to 42 acres. FISCAL IMPACT/COST BENEFIT ANALYSIS : The cost for the Conservation Futures contribution to the Serendipity Farm project is provided in full by Conservation Futures Fund and will not affect the General Fund. The matching contribution (no less than 50%) will be provided by grants through the State Farmland Preservation and Navy's Readiness and Environmental Protection Integration (REPI) programs. RECOMMENDATION: Jefferson County Public Health (JCPH) requests Board approval of a Conservation Futures Grant Agreement with Jefferson Land Trust to implement the Serendipity Farm project; March 1, 2017 —July 30, 2021; Not to exceed $106,600. REVIEWED BY: A 5 o 7/ Mark McCauley, -.'- - County Adminis or Dat /n Community Health Environmental Public Health Developmental Disabilities 360-385-9444 360-385-9400 (f) 360-379-4487 360-385-9401 (f) Always working for a safer and healthier community JEFFERSON COUNTY CONSERVATION FUTURES PROGRAM PROJECT GRANT AGREEMENT Project Sponsor: Jefferson Land Trust Project Title: Serendipity Farm Contract Number: EH-21-020 Approval: Resolution No. 24-17 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 Scope of Work(Appendix A). Jefferson Land Trust will implement a Conservation Futures(CF)Program project to acquire a grant deed of conservation easement(Exhibit B)for the approximately 42.4-acre property known in the records of the Jefferson County Assessor as APN#s 702144001, 702144021, and 702133027 and as described in the 2017 Conservation Futures project application for the Serendipity Farm Project(Exhibit C)and 2017 Conservation Futures Program Manual(Exhibit D), and as authorized by Resolution No. 24-17 (Exhibit E).The grant deed of conservation easement will prevent subdivision while allowing for agricultural uses, sustainable forest management, and habitat protections. Language is included to protect the County's interests and conservation values, including: Grantee's costs of acquiring this Easement were provided in part by grant funding from the Jefferson County Conservation Futures property tax authorized by Washington law. Grantee hereby agrees to be bound by Jefferson County Code Section 3.08.030(9), the uses authorized under RCW 84.34.230, including the obligation to ensure the long-term conservation of the Property in accordance with the terms and conditions of this Easement, and to obtain the consent of Jefferson County prior to any conveyance of any interest acquired hereby. Consistent with Jefferson County Code Section 3.08.030(9), this Easement shall not be converted to a different use unless and only if other equivalent lands or interest in lands within Jefferson County are received by Grantee in exchange. D. Periods of Performance The Project reimbursement period for acquisition expenses shall begin on March 1, 2017 and end on June 30,2021 unless proof of match is provided prior to this date. Work performed consistent with this Agreement during its term, put prior to the adoption of this Agreement, is hereby ratified. Annual reporting is required every December until three years after the acquisition funds are dispersed. E. Project Funding The total grant award provided by the Conservation Futures Fund(CFF)for the Project shall not exceed $106,600 and Jefferson County CFF shall not pay any amount beyond that approved herein for funding of the Project. The Sponsor shall be responsible for no less than fifty(50%)percent of the Serendipity Farm 1 total Project cost and all Project costs in excess of$213,200. The contribution by the Sponsor toward work on the Project shall be as indicated below. The contribution by the County toward work on the Project is described immediately above and in"C" above. Acquisition 0 & M Totals % Match Serendipity—Conservation Futures $106,600 $0 $106,600 50% or less Estimated Project Sponsor 50%or Contribution $106,600 $0 $106,600 more Estimated Total Project Cost $213,200 $0 $213,200 100% 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. 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 and hold harmless the County, its past or present employees, officers, agents, elected or appointed officials or volunteers (and their marital communities), from and against all claims, losses or liability, or any portion thereof, including reasonable attorney's 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. Sponsor shall be liable only to the extent of Sponsor's proportional negligence. The Sponsor specifically assumes potential liability for actions brought against the County by Sponsor's employees, including all other persons engaged in the performance of any work or service required of the Sponsor under this Agreement and, solely for the purpose of this indemnification and defense, the Sponsor specifically waives any immunity under the state industrial insurance law, Title 51 R.C.W. The Sponsor recognizes that this waiver was specifically entered into pursuant to provisions of R.C.W. 4.24.115 and was subject of mutual negotiation. 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 Serendipity Farm 2 separate from or in addition to any equity owners, sole proprietor,partners, owners or shareholders of the Sponsor, Worker's Compensation Insurance in an amount or amounts that are not less than the required statutory minimum(s)as established by the State of Washington or the state or province where the Sponsor is located. Commercial Automobile Liability Insurance providing bodily injury and property damage liability coverage for all owned and non-owned vehicles assigned to or used in the performance of the work for a combined single limit of not less than $500,000 each occurrence with the County named as an additional insured in connection with the Sponsor's performance of the contract. General Commercial Liability Insurance in an amount not less than a single limit of one million dollars($1,000,000)per occurrence and an aggregate of not less than two(2) times the occurrence amount($2,000,000.00 minimum)for bodily injury, including death 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 Serendipity Farm 3 against the County(including its employees and other agents and agencies), it being the intention of the parties that the insurance policies so affected shall protect both parties and be primary coverage for any and all losses covered by the above described insurance. It is further agreed by the parties that insurance companies issuing the policy or policies shall have no recourse against the County(including its employees and other agents and agencies)for payment of any premiums or for assessments under any form of policy. It is further agreed by the parties that any and all deductibles in the above described insurance policies shall be assumed by and be at the sole risk of the Sponsor. It is agreed by the parties that judgments for which the County may be liable, in excess of insured amounts provided herein, or any portion thereof, may be withheld from payment due, or to become due,to the Sponsor until such time as the Sponsor shall furnish additional security covering such judgment as may be determined by the County. The County reserves the right to request additional insurance on an individual basis for extra hazardous contracts and specific service agreements. 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. Serendipity Farm 4 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 ten(10)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. Serendipity Farm 5 V. Agreement Representatives All written communications sent to the Sponsor under this Agreement will be addressed and delivered to: Sponsor Contact Conservation Futures Program Contact Sarah Spaeth, Director of Conservation Tami Pokorny Jefferson Land Trust Jefferson County Environmental 1033 Lawrence St. Public Health—Conservation Futures Port Townsend, WA 98368 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 Serendipity 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 , 20 (SIGNATURES FOLLOW ON THE NEXT PAGE) Serendipity Farm 6 SIGNATURE PAGE JEFFERSON COUNTY BOARD OF COMMISSIONERS Jefferson Land Trust _ Name of Sponsor Kate Dean, Chair Contractor Representative (Please print) Heidi Eisenhour,Member (Signature) Greg Brotherton, Member Title Date ATTEST: APPROVED A TO FORM/7 By: 01. c L,/ Carolyn Gallaway, Clerk of the Board Philip C. uns cker Chief Civil Deputy Prosecuting Attorney Serendipity Farm 7 APPENDIX A Scope of Work Jefferson Land Trust,as project sponsor"Sponsor",will perform the following tasks in order to implement the Serendipity Project: Task 1: Acquire Matching Contribution Sponsor will secure the necessary matching contribution of no less than 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 Grant Deed of Conservation Easement Sponsor will acquire a grant deed of conservation easement on the subject property,APN#s 702144001, 702144021,and 702133027 that incorporates approved Conservation Futures Program language, including the language in item"C"of this agreement. Deliverable 2a: Final draft grant deed of conservation easement Deliverable 2b: Qualifying appraisal and estimated settlement statement(HUD-1) Deliverable 2c: Recorded grant of conservation easement deed. Task 3: Stewardship Plan Sponsor will provide a plan for stewardship. Deliverable 3a: Electronic copy of stewardship plan. Task 4: Annual 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)in the format provided for each year that it is required. Deliverable 4a: Completed annual reports. Serendipity Farm 8 Exhibit B Grant Deed of Conservation Easement Serendipity Farm 9 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) Document Title(s) (or transactions contained therein): Grant Deed of Agricultural Conservation Easement Reference Number(s) of Documents assigned or released: Additional reference numbers on Page(s) of document. Grantor(s) (Last name, first name, initials) LLEWELLYN, CHRISTINE Grantee(s) (Last name first, then first name and initials) JEFFERSON LAND TRUST Legal description (abbreviated: i.e. lot, block, plat or section, township, range) S14 T27 R2W TAX 43 S14 T27 R2VV TAX 38 S13 T27 R2W TAX 66 (LYING N OF W COLUMBIA ST) Additional legal description is in Exhibit A of document. Assessor's Property Tax Parcel/Account Number El Assessor Tax# not yet assigned 702144001, 702144021, 702133027 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. GRANT DEED OF AGRICULTURAL CONSERVATION EASEMENT This GRANT DEED OF AGRICULTURAL CONSERVATION EASEMENT ("Easement") is made by CHRISTINE LLEWELLYN, a single person, having an address of P.O. Box 97, Quilcene, Washington 98376 ("Granting Owner", and "Owner" herein), in favor of JEFFERSON LAND TRUST, a Washington nonprofit corporation, having an address of 1033 Lawrence Street, Port Townsend WA 98368 ("Grantee"). The State of Washington, by and through the Washington State Recreation and Conservation Office ("RCO") has certain rights hereunder, including third party right of enforcement. 1. RECITALS 1.1. Granting Owner is the owner in fee simple of the certain real property (hereinafter, "Property") located in Jefferson County, Washington, more particularly described in Exhibit "A" (Legal Description) and shown on Exhibit "B" (Site Map), which are attached to this instrument and incorporated herein by this reference. The Property consists of approximately 43 acres in 3 parcels, and is commonly known as "Serendipity Farm". 1.2. The Property possesses significant agricultural values of great importance to Granting Owner, Grantee, the people of Jefferson County, and the people of the State of Washington (collectively, "Agricultural Conservation Values"). The Agricultural Conservation Values include agricultural productivity, prime, unique and important agricultural soils of State-wide importance, the suitability of the Property for producing vegetables and other agricultural products, the size of the commercially productive portion of the Property, existing and potential economic productivity, the viability of the site for continued agricultural production, including farm-to-market access, proximity to roads and utilities, and water availability. 1.3. The Property also possesses significant fish and wildlife habitat values of great importance to Granting Owner, Grantee, the people of Jefferson County, and the people of the State of Washington (collectively, "Habitat Values"). The Habitat Values include restored riparian and freshwater emergent wetland habitat beneficial to coho and other species. The Habitat Values are currently protected by temporary enrollment of the Property in the Conservation Reserve Enhancement Program ("CREP"), administered by the Farm Service Agency of the United States Department of Agriculture. In conjunction with CREP, these riparian and freshwater emergent wetland habitat portions of the Property have been fenced, and will be described in the Baseline Documentation. For purposes of this Easement, the portions of the Property that have been fenced in conjunction with CREP will be referred to herein as the "Riparian Conservation Zone". Upon termination of the Property's current enrollment in CREP, including any renewals, the Riparian Conservation Zone is to be managed as provided in Section 5.4 of this Easement and the Approved Stewardship Plan 1.4. The Property consists primarily of farmland (as defined in RCW 79A.15.010) whose soils have been classified as "Prime Farmland", "Prime Farmland if Drained", and "Farmland of Statewide Importance" by the Natural Resource Conservation Service, U.S. Department of Agriculture. This land has soil quality, growing season, and moisture supply needed for sustained agricultural production. 1.5. The Property contains features that make the Property valuable farmland, such as ditches, canals, ponds and reservoirs, topographic features, scenic open space, and historic farm identity. 1.6. The Agricultural and Habitat Conservation Values are documented in an inventory of relevant features of the Property on file at the offices of Jefferson Land Trust and incorporated herein by this reference ("Baseline Documentation"). The Baseline Documentation consists of reports, maps, photographs, and other documentation that provide, collectively, an accurate representation of the Property at the time of this grant and which is intended to serve as an objective information baseline for monitoring compliance with the terms of this grant. The Parties acknowledge that the Baseline Documentation is complete and accurate as of the date of this Easement. The Parties further agree that within three (3) months of the execution of this Easement, a collection of additional Baseline Documentation may be compiled by Grantee and incorporated into the Easement by this reference. Failure to timely compile the additional Baseline Documentation shall not affect the enforceability or this Easement or any of its provisions. 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. 1.7. Permanent protection of the Property will further the purposes of the Washington State Farm and Forest Account("FFA") established under RCW 79A.15.130, which provides that moneys appropriated to the FFA "must be distributed for the acquisition and preservation of farmlands and forestlands in order to maintain the opportunity for agricultural and forest management activity upon these lands." 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 crop, and to assure the use and enjoyment of natural resources and scenic beauty for the economic and social well-being 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 promote conservation of soils. Pursuant to this legislative directive, Jefferson County has adopted an Open Space Tax Program, Ordinance No. 09-1203-03, that recognizes the importance of and provides preferential tax treatment for the agricultural resource land and habitat that occur on the Property, including land devoted to commercial agriculture and/or production of livestock; protection of open space, stream corridors, wetlands, habitat; and promotion of conservation principles by example or by offering educational opportunities. 1.8. The United States of America, through the Department of the Navy (the "Government"), operates Naval Magazine Indian Island in Jefferson County, Washington, and Naval Base Kitsap Bangor in Kitsap County, Washington (the "Installations"), in the vicinity of the Property. The Government and Grantee (Jefferson Land Trust) entered into an agreement identified as Multi-Year Encroachment Protection Agreement Number N4425511RP00034 as amended, whereby Grantee agreed to accomplish the acquisition of certain real property interests in the vicinity of the Installations for purposes that are consistent with the objectives of the Government and Grantee. The Government's objective of preventing incompatible land uses and development in the vicinity of the Installations and the protection of the Conservation Values of the Property, as identified herein, is consistent with Grantee's mission and objectives. 1.9. The Parties acknowledge there will be two easements on the Property: (1)this Grant Deed of Conservation Easement held by Grantee (the"Land Trust Easement"), and (2) a Deed of Restrictive Easement held by the Government. The Parties further acknowledge that the Land Trust Easement and the Deed of Restrictive Easement are for different, as well as similar and complementary purposes and that, accordingly, these two instruments prohibit, permit, and regulate certain different uses and activities. 1.10. This Easement is acquired in part with a grant from RCO pursuant to that certain grant agreement #16-1637A between RCO and Grantee dated 2/1/2018 ("RCO Grant Agreement"). RCO is a third-party beneficiary of certain rights under this Easement. 1.11. Grantee's costs of acquiring this Easement were provided in part by grant funding from the Jefferson County Conservation Futures property tax authorized by Washington law. Grantee hereby agrees to be bound by Jefferson County Code Section 3.08.030(9), the uses authorized under RCW 84.34.230, and the terms of that certain Grant Agreement between Jefferson County and Grantee, dated XXXXXX, 2021, including the obligation to ensure the long-term conservation of the Property in accordance with the terms and conditions of this Easement, and to obtain the consent of Jefferson County prior to any conveyance of any interest acquired hereby. Consistent with Jefferson County Code Section 3.08.030(9), this Easement shall not be converted to a different use unless and only if other equivalent lands or interest in lands within Jefferson County are received by Grantee in exchange. 1.12. The Parties agree that, in order to maintain the opportunity for agricultural activity upon the Property pursuant to RCW 79A.15.130, it is appropriate to include in this Easement any and all adjudicated and un-adjudicated water rights, 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 Chapter 90.14 RCW, 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, including but not limited to those specifically described in Exhibit "C" (Water Rights), which is attached to this instrument and incorporated herein by this reference (collectively, the "Water Rights"). For purposes of this Easement, the Water Rights shall also include any and all of the rights associated with the historical and beneficial use of any of the embankments, flumes, headgates, measuring devices or any other structures that are appurtenant to those water rights, together with all easements and rights of way therefor. 1.13. The Parties intend that the Agricultural and Habitat 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 Agricultural or Habitat Conservation Values. 1.14. Granting Owner, as owner of the Property, has the right to protect and preserve the Agricultural and Habitat Conservation Values, and desires and intends to transfer such rights to Grantee in perpetuity. 2. CONVEYANCE AND CONSIDERATION 2.1. For the reasons stated above, and in consideration of the mutual covenants, terms, conditions and restrictions contained herein, and pursuant to the laws of Washington and in particular RCW 64.04.130 and RCW 84.34.210, Granting Owner hereby voluntarily grants, conveys and warrants, for valuable consideration, the receipt of which is acknowledged hereby, to Grantee a conservation easement in gross and in perpetuity over the Property, consisting of the rights in the Property, hereinafter enumerated, subject only to the title matters set forth in Exhibit D (Permitted Exceptions), which is attached to this instrument and incorporated herein by this reference. 2.2. This conveyance is a conveyance of an interest in real property under the provisions of RCW 64.04.130. 2.3. 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. Purpose. The Purpose of this Easement is to protect the Agricultural Conservation Values of the Property forever and prevent any use of the Property that will impair or interfere with its Agricultural and Habitat Conservation Values, thereby maintaining the opportunity for agricultural activity upon the Property pursuant to RCW 79A.15.130. To the extent that the protection of Habitat and other Conservation Values is consistent with maintaining the opportunity for agricultural activity upon the Property, it is within the Purpose of this Easement to protect such Habitat and other Conservation Values by preventing any use of the Property that will impair or interfere with its Habitat Values. 3.2. Stewardship Plan. To further the Purpose of this Easement, the Parties have developed and approved, as indicated by the signatures of the parties to the plan, a plan for stewardship of the Property ("Approved Stewardship Plan ") dated , on file at the offices of Grantee and incorporated herein by this reference. 3.2.1. 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 no more than 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 plan with the new Owner of the Property and determining whether such plan should be extended or revised; any extension or revision of an Approved Stewardship Plan must be approved in writing by Grantee and the new owner. 3.3. Interpretation of the Easement and Approved Stewardship Plan. 3.3.1. The Parties intend that this Easement and an Approved Stewardship Plan both be interpreted in a manner consistent with the Purpose of this Easement. 3.3.2. The Parties intend that this Easement and an Approved Stewardship Plan be interpreted to confine 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 maximum flexibility and discretion to undertake activities that are consistent with the Purpose and terms of this Easement. 3.4. No Public Rights Conveyed Through Easement. The Parties acknowledge that, except as specifically 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. 4. RIGHTS CONVEYED TO GRANTEE To accomplish the Purpose of this Easement, the following rights are conveyed by Granting Owner 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 Agricultural and Habitat 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 at reasonable times across the Property 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 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, and floods. 4.2.3. To enter upon the Property at such other times as are necessary if there is reason to believe that a violation of the Easement is occurring, for the purposes of enforcing the provisions of this Easement. Prior to entry, Grantee must provide Owner notice, and describe the basis of the reasonable belief that a violation is occurring on the Property. 4.2.4. Grantee shall 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. 4.2.5. Owner may not unreasonably withhold or delay its consent to dates and times of access proposed by Grantee. 4.3. 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 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. 4.4. Injunction and Restoration. Grantee shall have 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 shall have 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. 4.5. Enforcement. Grantee shall have the right to enforce the terms of this Easement, in accordance with Sections 8 and 9. 4.6. Assignment. Grantee shall have the right to assign, convey, or otherwise transfer Grantee's interest in the Property in accordance with Section 13. 4.7. Signage. Grantee shall have the right to erect and maintain a sign or other appropriate marker on the Property, visible from a public road, bearing information indicating that the Property is protected by this Easement and held by Grantee. The sign shall also name the funding sources for the acquisition of the Easement to the extent required by the funding sources. The location and design of the sign shall be determined by mutual consent of Owner and Grantee, which consent shall not be unreasonably withheld. The wording of the information shall be determined by Grantee, but shall clearly indicate that the Property is privately owned and not open to the public. Grantee shall be responsible for the costs of erecting and maintaining such sign or marker. 5. PERMITTED USES 5.1. General. Granting Owner reserves for itself and its 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 itself and its successors and assigns the following uses and activities, which shall be considered permitted uses and activities under the Easement. 5.2. Agricultural Activities. Owner may engage in, and allow others to engage in, Agricultural Activities (as defined below) on the Property, as further provided for and limited in this Section and in Section 6. 5.2.1. As used herein, "Agricultural Activities" shall mean the commercial 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 commercial production of berries, grain, hay, straw, seed, or Christmas trees not subject to the excise tax imposed by Chapter 84.33 RCW, and all conditions and activities occurring on a farm in connection with such commercial 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, rivers, canals, and drains, and use of water for agricultural purposes; ground and aerial 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, ponds, drains, waterways, and similar features as well as restoration, maintenance of streambanks, watercourses, and wetland ponds. 5.2.2. 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 Agricultural Conservation Values, and that provide supplemental income. Temporary farmworker housing furnished by Owner in accordance with applicable law is a permitted accessory use of the Property. 5.2.3. All Agricultural Activities shall be carried out in accordance with applicable law and in compliance with the Purpose and terms of this Easement. Owner retains discretion over the specific character and content of the management decisions and practices necessary to identify, protect, preserve, maintain, and conserve, in perpetuity, and to enhance, restore, or improve the Agricultural Conservation Values consistent with the Purpose and terms of this Easement. 5.3. Customary Rural Enterprises. Owner may establish and carry out customary rural enterprises, provided said activities are compatible with the Purpose of this Easement and agricultural uses of the Property and are subordinate to the agricultural and residential use of the Property. The customary rural enterprises must be conducted in the buildings required for the agricultural use of the Property or the residences in which employees or family members of the farm reside. 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. Habitat Stewardship Activities. Owner may engage in, and allow others to engage in, any activity to monitor, protect, and maintain the Habitat Values, including but not limited to habitat restoration, enhancement, and management activities ("Habitat Activities"), pursuant to an Approved Stewardship Plan covering the Property. All Habitat Activities on the Property shall be carried out in compliance with the Purpose and terms of this Easement. 5.4.1. The Riparian Conservation Zone has been fenced at no cost to Granting Owner pursuant to the CREP agreement in effect as of the effective date of this Easement. In consideration of benefits and payments derived from the enrollment of the Property in CREP, Owner agrees, at Owner's expense, to maintain, repair, and replace as needed all fencing installed pursuant to the Property's enrollment in CREP. This obligation of Owner with regard to fencing of the Riparian Conservation Zone shall survive the termination of the CREP agreement in effect as of the effective date of this Easement, and shall be in accordance with an Approved Stewardship Plan. 5.4.2.Within the fenced Riparian Conservation Zone, Owner also may engage in, and allow others to engage in, activities to maintain the hydrologic drainage function of the existing channels and ditches, as shown on Exhibit B (Site Map), that benefit the Agricultural Conservation Values of the Property, in accordance with an Approved Stewardship Plan. 5.4.3.Within the fenced Riparian Conservation Zone, and in accordance with applicable laws, Owner may engage in Agricultural Activities that are compatible with the protection of the Habitat Values, in accordance with an Approved Stewardship Plan. The grazing of livestock within the Riparian Conservation Zone is generally prohibited; provided, however, that supervised grazing of livestock is allowed to control invasive vegetation in accordance with an Approved Stewardship Plan, 5.5. Designation and Limitations on Building Envelope Improvements. There may be no more than two (2) building envelopes within the Property. Portions of the Property, as shown on Exhibit B (Site Map) herein, are designated the Building Envelopes for Agricultural and Non-Agricultural uses and structures. The Building Envelope in the Westerly portion of the Property is approximately X acres in area and is referred to herein as the Westerly Building Envelope. The Building Envelope in the Easterly portion of the Property is approximately X acres in area and is referred to herein as the Easterly Building Envelope. There may be no single- family residential structures within the Westerly Building Envelope; provided, however, that temporary worker housing may be located within the Westerly Building Envelope to the extent permitted by applicable law and in accordance with an Approved Stewardship Plan.. 5.5.1. Subject to the limitation on Impervious Surfaces, wind, solar, or other alternative energy systems may be installed within a Building Envelope for the primary purpose of generating energy for the agricultural and residential needs of the Property, and telecommunications systems may also be installed within a Building Envelope. Such alternative energy and telecommunication sytems 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 a 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, Owner may sell or transfer such excess energy; no new easements may be created or utility lines installed in connection with such sale or transfer. 5.5.2. Outside the Building Envelopes, any structure must be reasonably necessary for Agricultural Activities (excluding Accessory Uses), in compliance with the total impervious surface limit of Section 6.7.1, 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. Maintenance and Construction of Buildings and Other Structures 5.6.1. Building Envelope Improvements for Agricultural Activities. For all Agricultural Activities, Owner may, within a Building Envelope, expand or enlarge Improvements existing on the Property as of the Effective Date of this Easement and may install, build or construct, expand, enlarge, maintain, repair, replace, or decommission Improvements not existing as of the Effective Date of this Easement. 5.6.2. Building Envelope Improvements for Nonagricultural Activities. For personal and domestic uses and activities and other nonagricultural activities within the Easterly Building Envelope, Owner may expand or enlarge Improvements existing on the Property as of the Effective Date of this Easement and may install, build or construct, expand, enlarge, maintain, repair, replace or decommission Improvements not existing as of the Effective Date of this Easement if Owner provides Grantee advance written notice of the proposed Improvements and consent is given by Grantee for such Improvements as provided for in Section 7. 5.6.3. Reservation of Dwelling Unit(s). Within the Easterly Building Envelope, Granting Owner reserves the right to the use of one (1) single-family dwelling unit on the Property, as well as the right to construct accessory dwelling units related to one (1) single-family dwelling unit to the extent permitted under applicable Jefferson County development ordinances, subject to the impervious surface limitations and restrictions on new Improvements provided for in Section 6.6. 5.6.4. To the extent permitted by applicable law, Granting Owner reserves the right to install temporary worker housing within the Easterly Building Envelope in accordance with an Approved Stewardship Plan. 5.7. 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 uses such as hiking, fishing, horseback riding, and other forms of recreation that do not require site modification to accommodate motorized, mechanical, or electronic accessories. All forms of developed recreation or recreation that adversely impact the Agricultural Conservation Values or Habitat Values are prohibited. All recreational and educational activities on the Property shall be carried out in compliance with the Purpose and terms of this Easement, and in a manner that maintains the primacy of, and remains subordinate to, the farmland character and use of the Property. 5.8. Forestry Use: Owner may remove trees from the Property when required for safety, fire protection, salvage purposes, pest control, disease control, restoration, domestic use, or as necessary to benefit Agricultural Activities (the "Forestry Activities"). All Forestry Activities on the Property shall be carried out in compliance with the Purpose and terms of this Easement, and in accordance with an Approved Stewardship Plan. Owner may not engage in or permit any Forestry Activities that would preclude the opportunity for agricultural activity upon the Property. The provisions of this Section 5.8 shall not apply to the commercial production of Christmas trees not subject to the excise tax imposed by Chapter 84.33 RCW. 5.9. Emergencies: Owner may undertake any activities 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 shall 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 are either (a) inconsistent with the Agricultural Conservation Values and/or Habitat Values and Purpose of this Easement and prohibited herein or (b) limited as provided herein to make such uses or activities consistent with the Agricultural Conservation Values and Habitat Values and Purpose of this Easement. 6.2. No 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 maintaining the opportunity for agricultural activity on the Property. 6.3. No Subdivision. Owner shall keep the property in common ownership. Owner may not legally or in a "de facto" manner subdivide the Property, which shall include, but not be limited to, 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 a Building Envelope. - 6.5. Water Rights. 6.5.1.In furtherance of the Purpose of this Easement, Owner shall cooperate with Grantee to help assure the maintenance of the Water Rights. 6.5.2. Except as expressly provided in this section, Owner may not transfer, encumber, sell, lease, or otherwise separate the Water Rights from the Property. 6.5.3. Owner may not abandon, relinquish, or otherwise lose or forfeit, by action or inaction, any of the Water Rights. 6.5.4. Owner shall take affirmative actions to avoid such abandonment, relinquishment, loss, or forfeiture, including but not limited to the following: i) exercising the Water Rights by putting them to beneficial use in accordance with Chapter 90.14 RCW; ii) 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 instream purposes and its duration to a term no longer than 10 years; or (iii) seeking to lease the Water Rights for use on land other than the Property for a term no longer than 10 years, with prior written notice to and consent of Grantee, after obtaining approval in accordance with RCW 90.03.380, 90.03.383, 90.03.390, or 90.44.100 for a temporary transfer or change of the Water Rights; provided, however, that any such lease shall require the lessee to make beneficial use of the Water Rights in accordance with Chapter 90.14 RCW and for Agricultural Activities only (collectively "Water Rights Maintenance Actions"). If Owner is unable to take the Water Rights Maintenance Actions and the Water Rights are under threat of abandonment, relinquishment, loss, or forfeiture, Owner shall convey ownership of said Water Rights to Grantee for Grantee's use in order to maintain the opportunity for agricultural activity on the Property or elsewhere within the same watershed in Jefferson County. 6.5.5. Any relinquishment, loss, or forfeiture of the Water Rights may 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 may not otherwise impair the validity of this Easement or limit its enforceability in any way. 6.6. Limitations on Agricultural Use. 6.6.1. The establishment or maintenance of a commercial feedlot is prohibited. For purposes of this Easement, a commercial feedlot is defined as a permanently constructed 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. Confinement of animals raised on the Property is expressly permitted and nothing in this Section shall prevent Grantor from boarding or training horses owned by others or leasing pasture for the grazing of livestock owned by others. 6.6.2. Owner may not engage in, or permit others to engage in, the commercial production of cultivated marine or freshwater aquatic products on the Property. 6.7. Limitations on Improvements. Owner may build or rebuild Improvements only in a manner consistent with the following absolute limit on Impervious Surfaces (as defined below) and other Improvement-related limitations: 6.7.1. Impervious Surfaces Limitation. 6.7.1.1. 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, graveled or made of packed or oiled 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 facility, provided that the construction and maintenance of such area or facility is consistent with the Purpose and terms of this Easement. 6.7.1.2. The total area of the Property covered by Improvements of any kind and Impervious Surfaces shall be limited to no more than three percent (3%) of the area of the Property; provided, however, that minor unenclosed agricultural improvements such as corrals, hayracks, headgates, fences, ditches, culverts, stock tanks, seasonal agricultural structures (such as a "hoop house": a floorless, framed structure with no foundation) 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 3% limitation unless Owner obtains prior written consent from Grantee as provided in Section 7 to increase the percentage of total surfaces covered by gravel and other impervious surfaces above the 3% limitation. 6.7.2. Limitations on New Improvements Outside a Building Envelope 6.7.2.1. Outside a Building Envelope, Owner may not expand or enlarge Improvements existing on the Property as of the Effective Date, or install, build, or construct Improvements not existing as of the Effective Date, unless such Improvements are consented to in writing in advance by Grantee as provided for in Section 7 and such Improvements are either (a) Temporary in nature (present on the Property for less than one year); or(b) Reasonably necessary for Agricultural Activities (excluding Accessory Uses) in compliance with the total impervious surface limit of Section 6.7.1.2; provided, however, that Owner may expand or enlarge Minor Agricultural Improvements without providing such notice or receiving such consent. 6.7.2.2. Nonagricultural Accessory Uses shall not be located outside a Building Envelope and shall not otherwise convert more than one acre of agricultural land to nonagricultural uses. 6.8 Limitations on Improvements Related to Advertising. Commercial signs, billboards, or other improvements installed, built or constructed for the purpose of advertising nonagricultural activities or products are not allowed on the Property, except in connection with the sale or lease of the Property or to state the conditions of access to the Property. Signage consistent with the character of a working farm, and for Agricultural Activities, is allowed on the Property. 6.9. Limitations on Mining: Owner may not conduct, engage in, or permit the commercial mining or commercial extraction of soil, sand, gravel, oil, natural gas, fuel, or any other mineral substance, using any surface mining method or any other method that damages, impairs or endangers the Agricultural Conservation Values or Habitat Values of the Property. 6.10. Limitations on Alteration of Land. Owner shall not alter the surface of the land, including, without limitation, grading, excavating or removing soil, sand, gravel, rock, stone, aggregate, peat, or sod, except as provided below. 6.10.1. Notwithstanding anything in this Section or Section 6.7 to the contrary, soil, sand, gravel, rock, stone, aggregate, peat or sod may be extracted without further consent from Grantee so long as such extraction is solely for use on the Property, is in conjunction with permitted Agricultural Activities, is revegetated promptly after extraction is complete, and is accomplished in a -manner that is consistent with the Purpose and terms of this Easement. 6.11. No Significant Erosion or Pollution: Owner may not engage in any use or activity that causes or is likely to cause significant soil degradation or erosion or significant contamination or pollution of any soils or surface or subsurface waters on the Property. 6.12. Limitations on Waste Disposal. 6.12.1. Owner may accumulate and store ashes, garbage, or other waste ("Trash") on the Property only if such accumulation occurs in the normal course of domestic or Agricultural Activities on the Property. Long-term accumulation of Trash (i.e., exceeding one calendar year in time) may occur within areas designated by Owner with prior notice to and written consent of Grantee as long as such waste is either destined for transfer off-site, or for incineration on-site, or, in the case of biodegradable material, composted on-site. 6.12.2. Owner may not otherwise dispose of or Release (or permit the disposal or release of) any Hazardous Substance on the Property. The term "Release" shall mean any release, generation, treatment, disposal, dumping, burying, or abandonment. The term "Hazardous Substance" shall mean 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, but not limited to, petroleum or any petroleum product. The term "Hazardous Substances" shall not include biosolids, herbicides, pesticides, rodenticides, insecticides, and fertilizers applied in accordance with federal, state, and local law. Any storage of Hazardous Substances shall be in accordance with federal, state, and local law. 6.13. No Compensatory Mitigation. The creation, enhancement, restoration or preservation of wetlands, fish or wildlife habitat, or other natural resources for the purpose of, directly or indirectly, compensating for or mitigating resource losses or damages in any way associated with actual or potential impacts of development except for impacts caused by Owner on the Property ("Compensatory Mitigation") is prohibited on the Property. Compensatory Mitigation includes, but is not limited to, mitigation banking, conservation banking, and any other sale or exchange of mitigation credits based on the creation, restoration, enhancement and/or preservation of such natural resources within the Property. 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. 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 effect 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, and notice to Jefferson County, as provided for in Section 7; provided, however, that such consent shall not be withheld unless Grantee and Jefferson County determine that the proposed Transfer would be inconsistent with the Purpose and terms of this Easement. 6.15.3. The following shall require notice to but shall not require consent of Grantee: i) Any mortgage, deed of trust, or similar document providing security for an indebtedness of Owner, provided that such security interest shall be subject and subordinate to this Easement; ii) leases for telecommunications installations or alternative energy installations within the Building Envelopes, as provided for in X; iii) temporary transfers or leases of the Water Rights pursuant to Section 6.5.4; or iv) any gift, bargain, sale or devise of fee simple absolute title to the Property. 6.15.4. Owner agrees to: (1) incorporate by express reference the terms of this Easement in any deed or other legal instrument by which Owner divests Owner 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 and to Jefferson County Department of Environmental Health 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 shall not impair the validity of this Easement or limit its enforceability in any way. 6.15.5. Rights and Obligations Upon Transfer. Owner's rights and obligations under this Easement terminate upon transfer of Owner'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. 7. NOTICE AND CONSENT 7.1. Notice. 7.1.1. 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 shall provide such notice in writing not less than thirty (30) days prior to the date Grantee intends to undertake the use or activity in question.. 7.1.2. Owner. Certain provisions of this Easement require Owner to give notice to Grantee prior to undertaking certain permitted uses and activities (e.g., SectiOns , and ). 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 shall provide such notice in writing not less than ninety (90) days prior to the date Owner intends to undertake the use or activity in question. The notice shall 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. Upon receipt of such notice, Grantee shall immediately forward a copy to RCO. 7.2. Consent 7.2.1. Consent by Beneficiaries Required. Wherever in this Easement Grantee's consent is required, such consent is also required of RCO. 7.2.2. 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. 7.2.3. 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 shall grant or withhold its consent in writing within the following time periods: 7.2.3.1. Owner. Where consent by Owner is required under this Easement, Owner shall grant or withhold its consent within sixty (60) days of receipt of a written request for consent. 7.2.3.2. Grantee. Where consent by Grantee is required under this Easement, Grantee shall grant or withhold its consent within sixty (60) days of receipt of a written request for consent. 7.2.4. 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 party requesting consent may conclusively assume the other party's disapproval of the proposed action, use, or activity in question. The Parties and RCO 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 or RCO's rights under this Easement with respect to any future proposed action, use or activity. 7.3. 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 7.3 does not itself impose a requirement of prior consent of the activity described in any such notice. 7.4. Addresses for Notices. Any notice, demand, request, consent, concurrence, approval, or communication that any party desires or is required to give to the other shall be in writing either served personally or sent by registered mail or overnight courier with proof of delivery, addressed as follows (or to such other address as any party from time to time shall designate by written notices to each other party): To Owner: Christine Llewellyn P.O. Box 97 Quilcene, WA 98376 (206) 708-5621 e-mail: info@serendipityfarm.org To Grantee: Jefferson Land Trust 1033 Lawrence Street Port Townsend WA 98368 (360) 379-9501 e-mail: info@saveland.org To RCO: Washington State Recreation and Conservation Office 1111 Washington St SE PO Box 40917 Olympia, WA 98504-0917 (360) 902-3000 (360) 902-3026 To Jefferson County: Jefferson County Department of Environmental Health 615 Sheridan Street Port Townsend, WA 98368 8. DISPUTE RESOLUTION 8.1. Preventive Discussions. 8.1.1. Owner and Grantee will promptly give the other 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 fifteen (15) business days after receipt of a written request for a meeting, to minimize the same. 8.1.2. Grantee shall invite each Beneficiary to this Easement to such preventive discussion meetings provided for in this Section 8. 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 and with notice to RCO (RCO shall have full discretion to participate or not to participate in the mediation). Within ten (10) 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 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 sixty(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 (other than extinguishment of this Conservation Easement which shall occur only in accordance with Section 11 below) 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 thirty (30) days after receipt of notice thereof from Grantee; 9.2.2. Under circumstances where the violation cannot reasonably be cured within the thirty (30) day period, fails to begin curing such violation within the thirty (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 Agricultural Conservation Values or Habitat Values protected by this Easement, including damages for the loss of the Agricultural Conservation Values and/or Habitat Values; and to require the restoration of the Property to the condition that existed prior to any such injury. Without limiting Owner's liability therefor, Grantee, in its sole and absolute discretion, may apply any damages recovered to the cost of undertaking any corrective action on the Property provided, however, that Grantee shall obtain RCO's consent before applying any such damages. 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 Agricultural Conservation Values and/or Habitat 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. Granting 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 9.6 shall not be interpreted to preclude Grantee from obtaining injunctive relief. 9.6. Damages. Inasmuch as the actual damages to the Agricultural Conservation Values and/or Habitat Values that could result from a breach of this Easement by Grantor 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; or (ii) the cost of restoring any Agricultural Conservation Values and/or Habitat Values that have been damaged by such violation. In the event Grantee chooses the second of these two measures, Owner agrees to allow Grantee, its agents or contractors, to enter upon the Property and conduct restoration activities. 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 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. This paragraph does not apply to the municipal corporation that is Jefferson County. 9.8. Grantee's Discretion. Enforcement of the terms of this Easement shall be at the discretion of the 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. Jefferson County has no obligation to participate in or assist with any enforcement of this Easement. 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, Granting 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, Granting 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 shall 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 thirty (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 shall conduct an inspection, at Owner's expense, within forty-five (45) days of receipt of Owner's written request and payment therefor. Any Beneficiary to this Easement shall not be estopped from claiming or enforcing a violation of this Easement unless such Beneficiary has also executed the Compliance Certificate. 10. LIABILITIES, TAXES, AND ENVIRONMENTAL COMPLIANCE 10.1. Liabilities. 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 for at least thirty (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 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 shall 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 shall furnish Grantee with satisfactory evidence of payment upon request. 10.3. Liability. Each party to this Easement shall be responsible for its own acts and/or omissions and those of its members, directors, officers, employees, agents, and contractors. No party to this Easement shall be 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, after reasonable investigation and to the best of Granting Owner's knowledge: 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 Agricultural Conservation Values or Habitat Values of any 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 [or any Beneficiary to this Easement] 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 and any Beneficiary to this Easement 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 for the acquisition of property interests that are substantially equivalent to those conveyed by this Easement. Grantee shall consult with and receive the approval of RCO in the selection of any replacement property interests. Upon acquisition of such replacement property interests, Grantee shall convey to RCO the same or substantially equivalent rights as provided for in 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, RCO, and Jefferson County; shall be entitled to compensation in accordance with Section 11.3, for the value of the Easement taken; and Owner shall 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, Grantee, RCO, and Jefferson County shall be divided in accordance with applicable law. In the event that Grantee is the recipient of the proceeds from any condemnation, then Grantee shall disburse to RCO and the United States, and to Jefferson County, their respective shares of the proceeds pursuant to Section 11.4 as soon as is practicable. 11.3. Valuation 11.3.1. 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 then fair market value of the Property unencumbered by the Easement at the time of termination or extinguishment, as determined by an appraisal that meets RCO requirements for appraisals, by (b) the ratio of the value of the Easement at the time of this grant to the value of the Property, unencumbered by the Easement, at the time of this grant. 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 9.4, any proceeds attributable to the value of the Easement shall be distributed as follows:[e.g., Project Funding ratio specified in Project Agreement] RCO is entitled to %, is entitled to %, and Jefferson County reserves its right to receive a share (XX%) of proceeds, as specified in the Grant Agreement. 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 thirty (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 12.1. Background. Granting Owner and Grantee have determined, in good faith, to articulate herein the limitations of any permissible modifications to this Easement. Owner and Grantee recognize that natural conditions, landscapes, uses, and technologies change over time. Grantee and Owner recognize that unforeseen or changed future circumstances may arise which makes it beneficial or necessary to take certain action in order to ensure the continued protection of the Conservation Values of the Property and to guaranty the perpetual nature of this Easement. Additionally, proposed activities may require the exercise of discretion by Grantee, as further described below. This Section 12 therefore ensures that Grantee protects the Conservation Values of the Property in perpetuity. 12.2. Purpose. To this end, if approved by Grantee in its sole discretion, Owner and Grantee have the right to modify this Easement. Grantee may exercise its discretion in accordance with the provisions and limitations of this Section. Grantee has no obligation to agree to any modification of this Easement. No modification may adversely affect the perpetual duration of this Easement or the perpetual protection of its Conservation Values. 12.3. Amendment Requirements. Grantee shall not consent to any amendment of this Easement unless Owner submits a written request for amendment pursuant to Grantee's existing amendment policy and such amendment otherwise qualifies under Grantee's policy then in effect respecting conservation easement amendments. The effect of such amendment shall be at least neutral with respect to or enhances the Conservation Values, shall be consistent with the Conservation Values of this Easement, shall comply with I.R.C. Section 170(h) and any regulations promulgated pursuant to such section, and all applicable federal, state, and local laws, shall be consistent with alterations to the land, then the Baseline Documentation shall be supplemented appropriately to reflect the modification scope, scale, and intensity. The supplement shall be acknowledged in writing by Owner and Grantee as memorializing the condition of the Property as of the date of the amendment or discretionary approval. 12.4. Recording. Owner and the Grantee shall execute any amendment approved after following the procedures in this section, subject to review, as necessary, and shall be recorded in the official records of Jefferson County, Washington, and any other jurisdiction in which recording may be required. 12.5. Form. Any modification that Grantee determines in its sole discretion to be beneficial or necessary, shall be in the form of either (i) an amendment, in the case of a permanent modification of this Easement, including but not by way of limitation, aclerical or technical correction or modification of a reserved right; or (ii) a discretionary approval, waiver, or consent in the case of a temporary activity or impact relating to the maintenance or management of the Property which does not require a permanent modification of the Easement. All amendments and discretionary actions shall be subject to this Section. Nothing in this Section, however, shall require Owner or Grantee to consult or negotiate regarding, or to agree to any amendment or discretionary approval, consent, or waiver. 13. ASSIGNMENT 13.1. Assignment. Grantee's Interest. Grantee's interest in this Easement is transferable with prior written notice to and consent of RCO, 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, and a qualified recipient of grant funds from the farm and forest account under RCW 79A.15.130. Grantee shall not assign this Easement without notice in writing to, and consent of RCO, and Jefferson County, which consent shall not be unreasonably withheld. 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 the RCO Grant Agreement, as described in Section 14. Grantee shall notify Owner 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. A party'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. 14. SUCCESSION. If at any time it becomes impossible for Grantee to ensure compliance with the covenants contained herein then Grantee's rights and duties hereunder shall become vested and fall upon:(a) The Trust for Public Land; or (b) 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 applicable Washington law and the Internal Revenue Code and with due regard to the Purpose of this Easement. 15. RCO THIRD PARTY RIGHT OF ENFORCEMENT 15.1. RCO is hereby granted third party right of enforcement of this Easement. As such, RCO may exercise all of the rights and remedies provided to Grantee herein, and is entitled to all of the indemnifications provided to Grantee in this Easement. RCO and Grantee each have independent authority to enforce the terms of this Easement; provided, however, that RCO expects that Grantee shall have primary responsibility for monitoring and enforcement of the Easement. In the event that RCO and Grantee do not agree as to whether Owner is complying with the terms of the easement, RCO or Grantee may proceed with enforcement actions without the consent of the other. If RCO elects to enforce the terms of this Easement, it shall first follow the dispute resolution process and remedies described in Sections 8 and 9 above; provided, however, that RCO shall not be obligated to repeat any non-judicial dispute resolution steps already taken by Grantee. 15.2. This third party right of enforcement does not extend to any other third party and will automatically transfer to another State agency charged with maintaining, preserving and/or restoring agricultural lands in the event RCO is dissolved or reorganized. 15.3. In the event that the Easement is transferred or assigned without the consent of RCO, which consent shall not be unreasonably withheld, RCO may require that Grantee pay to RCO, at RCO's election, the higher of(i) 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(ii) an amount equal to the Total Project Cost as specified in the RCO Grant Agreement 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. 15.4. In the event that the Property is used by Owner in a manner that is not consistent with the Purpose of this Easement or the terms of the RCO Grant Agreement, RCO shall have the right, in addition to any other remedies described in this Easement, to require that Owner pay to RCO, at RCO's election, the higher of(i) 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(ii) an amount equal to the Total Project Cost as specified in the RCO Grant Agreement 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. Any costs, fees or damages paid by Owner for enforcement of this Easement or restoration of the Conservation Values pursuant to Section 9 shall be deducted from this amount. RCO agrees that it will follow the dispute resolution process and remedies described in Sections 8 and 9 before exercising this right, unless legally compelled to do otherwise. Any amounts due and owing RCO under this paragraph shall be due and owing within 120 days of receiving a written demand for repayment by RCO. Upon Owner's repayment of such amount to RCO, Grantee and RCO agree to prepare and record, a deed amendment to release Owner from any further obligations to RCO or Grantee under this Easement. 16. JOINT ENFORCEMENT 16.1. Before Grantee or any Beneficiary to this Easement exercises its rights to undertake mediation, arbitration or legal action as provided for in Sections 8 and 9, the party contemplating such action agrees to confer with the other parties holding enforcement rights under this Easement as to whether they will join the mediation, arbitration or legal action and share costs and expenses related to such action; provided, however, that this agreement to confer shall not be construed as a limitation on the ability of Grantee or any Beneficiary to this Easement to exercise its enforcement and other rights under this Easement. If Grantee and/or any Beneficiary to this Easement decide to join in the action and share costs and expenses related to the action, the parties joining in the action and sharing costs and expenses related to the action shall apply any recovery to reimburse such parties for their costs and expenses; provided, however, that any amount received based on loss of value to the easement, or resulting from condemnation and/or extinguishment of the Easement, shall be distributed to RCO only after reimbursing such parties for their costs and expenses. 16.2. If Grantee or any Beneficiary to this Easement chooses not to undertake mediation, arbitration or legal action as provided for in Sections 8 and 9, and/or share costs and expenses related to such action, such party shall not be entitled to any recovery for enforcement costs; provided, however, that any amount received based on loss of value to the easement, or resulting from condemnation and/or extinguishment of the Easement, shall be distributed in accordance with Section 11.4 only after first reimbursing any party for its costs and expenses that are not otherwise separately paid as part of any arbitration award or judgment. 17. RECORDATION Grantee shall record this instrument in a timely fashion 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. 18. NO MERGER 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. 19. GENERAL PROVISIONS 19.1. Effective Date. The Effective Date of this Easement shall be the date on which Granting Owner executed this Easement. 19.2. 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, Owner acknowledges the jurisdiction of the courts of the State of Washington in this matter. In the event of a lawsuit involving this Easement, venue shall be proper only in Thurston County or in the County where the Property is located. 19.3. Liberal Construction. Any general rule of construction to the contrary notwithstanding, this Easement shall be liberally construed in favor of the grant to effect 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. 19.4. Severability. 19.4.1. Except as provided in Section 20.4.2 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. 19.4.2. 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. 19.5. 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. 19.6. No Forfeiture. Nothing contained herein will result in a forfeiture or reversion of Owner's title in any respect. 19.7. "Granting Owner" — "Owner" - "Grantee". The terms "Granting Owner," "Owner," "Grantee," and "Co-Grantee," wherever used in this instrument, and any pronouns used in the place thereof, shall be held to mean and include, respectively the above-named Granting Owner and Granting Owner's successors and assigns, the 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. 19.8. 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. 19.9. 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. 19.10.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. 19.11.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. 19.12.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. 20. SCHEDULE OF EXHIBITS Exhibit A. Legal Description of Property Subject to Easement. Exhibit B. Site Map. Exhibit C. Water Rights. Exhibit D. Permitted Exceptions. TO HAVE AND TO HOLD unto Grantee, its successors and assigns, forever. REMAINDER OF PAGE IS INTENTIONALLY BLANK; SIGNATURE PAGES FOLLOW IN WITNESS WHEREOF, the undersigned Granting Owner has executed this instrument this day of , 2021. Christine Llewellyn, Granting Owner STATE OF WASHINGTON ) ) ss. COUNTY OF JEFFERSON ) I certify that I know or have satisfactory evidence that Christine Llewellyn is the person who appeared before me, and said person acknowledged that he/she signed this instrument and acknowledged it to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: Notary Public Print Name My commission expires (Use this space for notarial stamp/seal) REMAINDER OF PAGE IS INTENTIONALLY BLANK; ADDITIONAL SIGNATURE PAGES FOLLOW Jefferson Land Trust does hereby accept the above Grant Deed of Agricultural Conservation Easement. Dated: By Sarah Spaeth Director of Conservation and Strategic Partnerships STATE OF WASHINGTON ) ) ss. COUNTY OF JEFFERSON ) I certify that I know or have satisfactory evidence that Sarah Spaeth is the person who appeared before me, and said person acknowledged that she signed this instrument, on oath stated that she was authorized to execute the instrument and acknowledged it as the Director of Conservation and Strategic Partnerships of Jefferson Land Trust to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: Notary Public Print Name My commission expires (Use this space for notarial stamp/seal) REMAINDER OF PAGE IS INTENTIONALLY BLANK; ADDITIONAL SIGNATURE PAGES FOLLOW THE STATE OF WASHINGTON, BY AND THROUGH THE WASHINGTON STATE RECREATION AND CONSERVATION OFFFICE, Third Party Beneficiary, does hereby accept the above Grant Deed of Agricultural Conservation Easement. Dated: By Its STATE OF WASHINGTON ) ) ss. COUNTY OF ) I certify that I know or have satisfactory evidence that 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 of to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: Notary Public Print Name My commission expires (Use this space for notarial stamp/seal) 1 EXHIBIT A 2 3 Legal Description 4 5 A-1 20/03/31 1 EXHIBIT B 2 3 Site Map(s) 4 B-1 1 EXHIBIT C 2 3 Water Rights C-1 20/03/31 1 EXHIBIT D 2 3 Permitted Exceptions 4 1 Exhibit C 2020 Conservation Futures Serendipity Project Application Serendipity Farm 10 ww45ON °(ti 2017 Jefferson County Conservation Futures Program '` Property Acquisition and/or �9Sho Operations and Maintenance Project Application Please complete the following application in its entirety. Be sure to answer"N/A"for questions that don't apply to the project. Incomplete applications will not be accepted for consideration. Unless directed otherwise, use as much space as needed to answer each question. Contact program staff at 379-4498 or tpokomy@co.jefferson.wa.us with questions. Background and Eligibility Information 1.Project Title: Serendipity Farm 2. Conservation Futures Acquisition Request: $106,600 Conservation Futures O&M Request: None at this time 3. Total Conservation Futures Request: $106,600 4. Please indicate the type of interest contemplated in the acquisition process. Warranty Deed X Easement _Other(Please describe below.) In whose name will the property title be held after acquisition? Christine Llewellyn, Francesco Bertucci and Arianne Bertucci (formerly Arianne Llewellyn) owners of 702144020, and with a conservation easement held by Jefferson Land Trust 5.Applicant Information Name of Applicant or Organization: Jefferson Land Trust Contact: Sarah Spaeth Title: Director, Conservation and Strategic Partnerships Address: 1033 Lawrence Street, Port Townsend, WA 98368 Phone: (360) 379-9501, ext. 101 Fax: (360) 379-9897 Email: sspaethOsaveland.orq 6. Sponsor Information: (if different than applicant) Organization Name: Contact: Title: Address: Phone: ( ) - ,ext. Fax: ( ) - ,ext. Email: This application was approved by the sponsor's legally responsible body(e.g., board, council, etc.)on March 21, 2017. Serendipity Farm CFF 2017 1 7. Site Location Street Address or Description of Location: 141 Cemetery Road, Quilcene, WA 98376 Driving Directions from Port Townsend: Head South on Highway 101 from the head of Discovery Bay for about 11.4 miles. Turn right onto Cemetery Road. Serendipity Farm is up on the left about 0.1 mile past Old State Highway. Section: 14 Township: 27 North Range: 2 West Assessor's Parcel Number(s): 702144001, 702144020, 702144021, 702133027. Please differentiate current and proposed ownership of each APN and indicate if the parcel is to be acquired with CF funds or used as match. All parcels are to be protected with a conservation easement held by Jefferson Land Trust. Please list the assessed values for each property or APN,as applicable. 702144001 - $132,136.00 702144020 - $206,735.00 702144021 - $ 34,642.00 702133027 - $ 41,000.00 8.EXISTING CONDITIONS New Site: No—Adjacent to Midori Farm Number of Parcels: 4 Addition to Existing Site: Yes No Acres to Be Acquired: —45 Total Project Acreage(if different): Current Zoning: RR 1/5 and AL 1 :20 Existing Structures/Facilities: Serendipity Farm has a barn and several outbuildings, drip irrigation systems, covered equestrian arena, composter, workshop, and 5 hoop-houses. The Farm also has a historic farmhouse and a second residence occupied by family members. A new vehicle and livestock crossing bridge has been built over the Cemetery Drainage ditch Any current covenants,easements or restrictions on land use: None that we are aware of. Current Use: Agriculture, Riparian habitat, Equestrian Boarding Waterfront(name of body of water): Shoreline(linear feet): Approximately 3000ft of Cemetery Drain Owner Tidelands/Shorelands: NA 9. Current Property Owner X is_is not a willing seller. Serendipity Farm CFF 2017 2 Project Description 10. In 1,000 words or less,provide a summary description of the project,the match,overarching goal,and three top objectives.Include information about the physical characteristics of the site that is proposed for acquisition with Conservation Futures Program funds including: vegetation,topography,surrounding land use,and relationship to parks,trails,and open space.Describe the use planned for the site,any development plans after acquisition(including passive development),characteristics of the site which demonstrate that it is well-suited to the proposed use,and plans for any structures currently on the site.If applicable,describe how the site relates to the larger project,and whether the project has a plan,schedule and funding dedicated to its completion.Please also list any important milestones for the project or critical dates,e.g.grant deadlines.List the dates and explain their importance.Please attach a spreadsheet of the budget. Jefferson Land Trust seeks funding for purchase of a conservation easement on Serendipity Farm, located approximately 1/4 mile north of downtown Quilcene, off of Scenic Highway 101 on Cemetery Road. Serendipity Farm is comprised of approximately 45 acres that fringe on the foothills of the Olympic Mountains. The relatively level property consists of approximately 30 acres of usable pastureland of prime soils, 8 acres in organic cultivation of vegetables, berries, fruit trees and flowers, and more than five acres in dedicated riparian area as well as two residential areas. Serendipity Farm provides fresh organic produce and flowers to the Port Townsend Saturday Farmers' Market, and they deliver to CSA customers in Poulsbo and Bainbridge Island. The farm also provides sustainable full-service boarding and care for horses including arenas, stable, pastures, riding lessons, and trail riding including nearby access to miles of trail riding into the Olympic National Forest and foothills. Surrounding land use includes additional agricultural operations, residential uses and nearby commercial timberland. Cemetery Drain runs through the property from north to south, and enters Little Quilcene River to the southeast. Little Quilcene River has been the focus of restoration and preservation efforts on the part of several organizations. Farm owners Chris Llewellyn, daughter and son-in- law Arianne and Francesco Bertucci are interested in permanently protecting the farm from further development, reinvesting in the farm infrastructure and potentially purchasing additional adjacent lands that once were part of this historic farm. Parcels 702144001 and 702144020 (31.25 acres) are zoned AL 1:20, and parcels 702144021 and 702133027 (13.92 acres) are zoned RR 1 :5. Easement funding will protect the important agricultural soils and habitat values by reducing the development potential from four home- sites to two, on Serendipity farm. Serendipity Farm is south of and adjacent to Midori Farm. Midori Farm is bordered on its north by Little Quilcene Farm, and Wildwood Farm is another neighbor. Together this "Quilcene Farm Center" comprises approximately 100 acres of prime agricultural land and the largest hub of commercial agricultural activity in the area. Midori Farm received Conservation Futures Funding in 2015 and is in the process of preserving their farm through the sale of a conservation easement to the Land Trust. Little Quilcene Farm may be interested in the sale of Serendipity Farm CFF 2017 3 a conservation easement on their land in the future. This year we are focusing our efforts on Serendipity Farm. Jefferson Land Trust seeks grant support for Serendipity Farm in the amount of $106,600 from the Conservation Futures Fund Program. This amount is 50% of the estimated project cost for the easement value and land acquisition related costs. Jefferson Land Trust applied to the State Farmland Preservation Program in 2016 and the project application ranked # 8 for funding. The funding announcement will be made in June of 2017 after the state legislative budget process. The relatively high ranking gives us confidence that the project will be funded at the state level and this funding will provide the necessary match for the Conservation Futures Fund grant. The overarching goal of this project is to preserve the Serendipity Farm agricultural and habitat values for future generations. Purchase of the conservation easement will reduce the development potential from four possible total home-sites to two home-sites and one agricultural building site, and provide the farmer(s) much needed income to reinvest in, and continue to build the viability of their farm. The three top objectives for this project are: 1) Acquire high priority conservation easement from the willing seller 2) Utilize State Farmland Preservation Program grant funding as match 3) Preserve the Serendipity Farm as the second phase of the Quilcene Farm Center protection effort. Milestones: 1) Funding from State Farmland Preservation Program Funding and Conservation Futures Fund in summer of 2017 2) Negotiate terms of conservation easement 3)Appraisal to determine CE value 4) Purchase conservation easement in spring/summer of 2018 11.Estimate costs below,including the estimated or appraised value of the propert(ies)or property right(s) to be acquired,even if Conservation Futures funds will only cover a portion of the total project cost.In the case of projects involving multiple acquisitions,please break out appraisals and estimated acquisition costs by parcel. Estimated or Appraised Value of Propert(ies)to be Acquired: $175,000 Total Estimated Acquisition-related Cost(see Conservation Futures Manual for eligible costs): $38,200 Total Operation and Maintenance Cost: No Conservation futures O&M requested at this time. Total Project Cost: $213,200. Basis for Estimates(include information about how the property value(s)was determined,anticipated acquisition-related costs,general description of operation and maintenance work to be performed,task list with itemized budget,and anticipated schedule for completion of work): Serendipity Farm CFF 2017 4 The basis for cost estimate is based on the value of nearby conservation easement purchases made within the last several years. This was the estimated project cost total submitted to the State Farmland Preservation program in 2016. A full appraisal to grant agency requirements will be conducted before acquisition is finalized. Anticipated acquisition related costs include; appraisal and appraisal review, survey, baseline documentation and stewardship plan, title insurance and closing costs, excise tax and recording fees, legal costs, project management and administration. Jefferson Land Trust may seek 0 &M funding at a later date. Serendipity Project related costs Timeline Est. Cost Conservation easement Winter 2017/18 $175,000 Land acquisition related costs: appraisal and review,Winter 2017/18 $28,100 title, baseline, survey, Phase I, closing taxes, etc Project Management, Admin and legal fees Winter 2017/18 $10,100 Total $213,200 Scored Questions 1 a.Sponsor or other organizations X will _will not contribute to acquisition of proposed site and/or operation and maintenance activities. 1 b. If applicable,please describe below how contributions from groups or agencies will reduce the need to use Conservation Futures program funds. 1 c.Matching Fund Estimate Acquisition O&M % Conservation Futures Funds Requested $106,600 50% Matching Funds/Resources* $106,600 50% Total Project Acquisition Cost $213,200 100% *If a prior acquisition is being proposed as match,please describe and provide documentation of value, location, date of acquisition and other information that would directly link the match to the property being considered for acquisition. 1 d.Source of matching Amount of Contribution If not, Contribution If not, funds/resources contribution approved? when? available now? when? State Farmland Preservation $106,600 Yes No June 2017 Yes No Sept 2017 $ Yes No Yes No $ Yes No Yes No $ Yes No Yes No Serendipity Farm CFF 2017 5 NOTE: Matching funds are strongly recommended and a higher rating will be assigned to those projects that guarantee additional resources for acquisition. Donation of property or a property right will be considered as a matching resource. Donation of resources for on-going maintenance or stewardship("in-kind" contributions)are not eligible as a match. 2 a. Sponsoring agency X is _is not prepared to provide long-term stewardship(easement monitoring, maintenance,up-keep,etc.)for the proposed project site. 2 b. Describe any existing programs or future plans for stewardship of the property,including the nature and extent of the commitment of resources to carry out the stewardship plan. Jefferson Land Trust will conduct stewardship, monitoring and maintenance including at least annual monitoring of the property by professional staff and trained volunteers, extensive data collection and management, help with stewardship, enhancement and restoration goals and legal defense of the conservation easements should it become necessary. Jefferson Land Trust has a legal defense fund of nearly $575,000, and continues to build this fund with each new easement acquisition, recognizing the legal obligation and responsibility of protecting conservation values in perpetuity. In addition, Jefferson Land Trust carries legal defense insurance for conservation easements through a program called Terrafirma, developed through the national Land Trust Alliance (the national umbrella organization for land trusts). This program covers up to $500,000 in legal enforcement costs per conservation easement that Jefferson Land Trust holds and stewards. 3 a.Describe the sponsoring agency's previous or on-going stewardship experience. Jefferson Land Trust, formed in 1989 and accredited in 2009, will hold the conservation easement on Serendipity Farm. The Land Trust has been stewarding conservation easements since 1991 and currently holds and monitors 57 conservation easements in Jefferson County, in addition to conducting monitoring and stewardship activities on the 517 acres it owns in fee. Stewardship activities are carried out by professional staff with the assistance of volunteer Preserve Stewards. The Hoh River Trust and Washington State Parks contract with Jefferson Land Trust to monitor and steward nearly 7400 acres of land under their control. In addition, Jefferson Land Trust stewards land owned by Jefferson County, the City of Port Townsend and Department of Natural Resources. Jefferson Land Trust stewardship and monitoring protocols were developed with the guidance of the Land Trust Alliance and adherence to those protocols is one of the requirements for our national accreditation. 3 b. Has the sponsor and/or applicant of this project been involved in other projects previously approved for Conservation Futures funding? No,neither the sponsor nor applicant has been involved in a project previously approved for Conservation Futures funds. X Yes,the sponsor and/or applicant for this project has been involved in a project previously approved for Conservation Futures funds.Please provide details: Serendipity Farm CFF 2017 6 Jefferson Land Trust has sponsored numerous applications that have received Conservation Futures funds. These projects include: Sunfield Farm, 2003; Quimper Wildlife Corridor, 2004; East Tarboo Creek Conservation Project, 2005; Tamanowas Rock Phase 1, 2006; the Winona Buffer Project, 2006; Glendale Farm, 2007; Finnriver Farm, 2008; Quimper Wildlife Corridor, 2009; Brown Dairy, 2009; Salmon Creek Ruck 2010, Quimper Wildlife Corridor 2010; Tamanowas Rock 2010; Chimacum Creek Carleson 2011 ; Winona Basin - Bloedel 2011; L. Brown 2012, Boulton Farm 2012; Quimper Wildlife Corridor and Short Family Farm 2013; Quimper Wildlife Corridor and Snow Creek Irvin and Jenks, 2014; Midori Farm, 2015; QWC 2016 Addition: Tarboo Creek, Farm and Forest 2016. 4 a.Property X can_cannot feasibly be acquired in a timely fashion with available resources. 4 b. Necessary commitments and agreements are X are not in place. 4 c.All parties_are X are not in agreement on the cost of acquisition. If"not"to any of the above,please explain below. Jefferson Land Trust will negotiate the specific terms of the easement and will engage an appraiser to determine the value of the conservation easement prior to making an offer to the Serendipity farmers. 5. The proposed acquisition_is specifically identified in an adopted open space,conservation,or resource preservation program or plan,or community conservation effort. Please describe below,including the site's importance to the plan.Please reference the website of the plan if available or include the plan with this application. X complements an adopted open space or conservation plan,but is not specifically identified. Please describe below, and describe how the proposed acquisition is consistent with the plan. is a stand-alone project. The Little Quilcene River valley where Serendipity Farm is located has been identified as having local and regional agricultural and habitat significance in the Jefferson Land Trust Conservation Plan. The plan is located on the Land Trust's website, www.saveland.org. The Puget Sound Action Agenda states that protection of intact ecosystem processes, structures and functions, including the protection and conservation of freshwater resources to increase and sustain water availability for instream flow and human uses is important. It also specifically supports long term protection and stewardship of working farms, particularly in East Jefferson County in the Hood Canal Action Area (A3). http://www.psp.wa.gov/downloads/AA201 1/1 2091 1/AA-draft-120911-a8.pdf http://www.psp.wa.gov/downloads/AA2011/120911/AA-draft-120911-al-a4.pdf The Nature Conservancy's 2015 analysis of Pacific NW terrestrial landscapes that offer significant resilience to climate change identifies this area as having above average resilience. Serendipity Farm CFF 2017 7 6.Conservation Opportunity or Threat: a.The proposed acquisition site X does _does not provide a conservation or preservation opportunity which would otherwise be lost or threatened. b. If applicable,please carefully describe the nature and immediacy of the opportunity or threat,and any unique qualities about the site. The Quilcene area is undergoing resurgence and is becoming even more desirable for second homes and residences. As a case in point, an adjacent property to the farm was slated for subdivision and residential development. Thankfully, a buyer supportive of the agricultural potential of the property purchased it and is leasing the property to nearby Midori farmers. Serendipity, Midori and Little Quil Farms are current priorities for protection on the part of the Land Trust and partner agencies and organizations. The Land Trust has recognized the conservation values of this farmland area for years and tried to work with the previous owners of the Midori and Little Quilcene Farm properties. We are fortunate now to have willing landowners, and have been negotiating with all three current landowners for over 2 years to secure the protection of these contiguous operating farms. The prime soils, size, sub-irrigation, warmer summer micro-climate, presence of infrastructure, scenic qualities, and riparian habitat values contribute to its conservation values. Serendipity Farm landowners are very eager to have funding to re-invest in the farm infrastructure and to make the farm more affordable for the next generation of family members. 7.The proposed acquisition: X provides habitat for State of Washington Priority Habitat and/or State or Federal Threatened, Endangered or Sensitive species. X provides habitat for a variety of native flora or fauna species. contributes to an existing or future wildlife corridor or migration route. If affirmative in any of the above,please describe and list the Priority Habitat(s)and Threatened,Endangered, or Sensitive species below,and cite or provide documentation of species'use.' Salmon species utilize the restored stream and drainage ditches on the farm, including coho and cutthroat trout. WDFW Priority Habitat and Species information identifies this as Priority Freshwater Emergent Aquatic Habitat and indicates that spotted owl are in the area. (http://wdfw.wa.aov/conservation/phs/maps data/) Other species seen include many native birds, hawks, eagles, trumpeter swans, small mammals, as well as coyote, deer, cougar, bobcat, bear, and elk. 7 d.Does the current owner participate in conservation programs that enhance wildlife habitat?If so, please provide details. 1 See,for example, http://www.dnr.wa.gov/researchscience/topics/naturalheritage/pages/amp nh.aspx http://www.wdfw.wa.gov/conservation/phs/list/ http://www 1.dnr.wa.gov/nhp/refdesk/plants.html http://www 1.dnr.wa.gov/nhp/refdesk/pubs/wa ecological systems.pdf Serendipity Farm CFF 2017 8 Serendipity Farm has been working with the Jefferson County Conservation District on restoration of a wetland portion of the farm that resolves drainage issues, enhances salmon habitat and the downstream water quality of Quilcene Bay, and increases available pastureland. A seasonal stream that runs through a pasture area was re-meandered and re- directed to connect to the Cemetery Drain channel. To reduce the likelihood of contamination with fecal coliform from manure, or by vehicular pollutants, a vehicle and livestock crossing bridge and three culvert crossings were installed, and riparian areas were fenced to prevent livestock and vehicle access to the stream. A CREP forested hedgerow of over 4,000 native trees and shrubs, averaging 67 feet wide and involving 5.3 acres, was planted in 2015 to buffer the water drainages, cool the water for fish, and to create habitat for birds and other wildlife. The project also included the placement of wood in the re-meandered stream for salmon, and the installation of three raptor perch poles, for habitat improvement. The broader result of the project is its contribution to the restoration of a healthy watershed for the Little Quilcene River Valley area for local farmers, recreational users, and businesses, including shellfish growers in Quilcene Bay. It is of ongoing interest to the Serendipity Farmers to contribute to the continuing beauty, sustainability, and quality of life in the area. 8 a.Describe the extent and nature of current and planned agricultural use of the proposed acquisition, including any anticipated changes to that use once the property,or property right,is acquired with Conservation Futures funds. The soils and microclimate on the Serendipity property are very well suited to agricultural production. Current use of Serendipity Farm includes organic cultivation of approximately 8 acres of vegetables, berries, fruit trees and flowers, and about 30 acres of usable pastureland which is rotated sustainably for multi-species grazing. There are 14 horses currently being boarded which they plan to bring up to their facility's maximum capacity of 17 horses. They also raise goats and chickens for milk and eggs for their own consumption, and to help ensure farm fertility and sustainable production. Farm products are delivered locally to 50 CSA customers in Kitsap and Jefferson Counties. They are also sold at their farm stand and at the Port Townsend farmer's market. Chris Llewellyn and family members plan to add to the productivity of her farm by installing a commercial kitchen for on-site preparation of her value- added farm products which at this time include organic salad dressings, pestos, and cookies. She often includes these products in her CSA packages and plans to sell them at local farmer's markets as she increases production to meet the growing demand. Easement funding would help her to achieve these goals, as well as permanently preserve the agricultural values of the land. 8 b.Describe any current or future management practices that promote the preservation of soil and water quality and good watershed function on the farm. Serendipity Farm has implemented extensive Best Management Practices to address soil preservation and water quality on the farm. They have worked closely with the Jefferson County Conservation District and the Natural Resource Conservation Service through the federal Conservation Reserve Enhancement Program and Environmental Quality Incentives Program. These programs provided funding and assistance to Serendipity for the activities Serendipity Farm CFF 2017 9 mentioned above. In addition, Serendipity has installed curtain drains around hoop houses and gutters on barns; built a compost facility with cement floors and created animal paths with appropriate surfaces in heavy use areas. Serendipity uses drip irrigation to reduce water consumption and run-off, and does not pasture the animals in wet conditions. 8 c.Describe how the owner employs agricultural management practices that will protect or enhance wildlife habitat. The CREP restoration project with the Jefferson County Conservation District has benefited salmon and other wildlife habitat on Serendipity Farm and will continue to provide even better habitat as the trees and shrubs along the seasonal stream and Cemetery Drain channels mature. The conservation easement will make permanent the current restrictions on use of the CREP buffer areas. See 7 d for a more detailed description of restoration work completed in 2015 9 a.Describe the extent and nature of current and planned silvicultural use of the proposed acquisition. Please cite or provide documentation of existing or planned silvicultural activities including forest management plan(s)or forest ecosystem restoration. NA 9 b.Describe the silvicultural management practices that promote the preservation of soil and water quality and good watershed function on the property. NA 9 c.Describe the owner's timber harvest plan and harvest methods that will protect or enhance wildlife habitat on the property. NA 10. a.Describe how the proposed acquisition benefits primarily a_local area X broad county area including the area served,the nature of the benefit,the jurisdictions involved,and the populations served. Local residents and those in the broader Seattle region benefit from having access to the fresh products from Serendipity Farm and the surrounding farms. The farms that make up the Quilcene Farm Center are all recognized in the agricultural community of Jefferson County and contribute significantly to the agricultural economy through their thriving businesses. The naturally-irrigated prime soils, scenic qualities and easy access have made this area appealing to the newer generation of farmers trying to make their way in Jefferson County. Because of its conservation values and the history of the current farmers, the Quilcene Farm Center preservation effort is also one of the top priorities of the LandWorks Collaborative (LWC). The LWC is a unique partnership with the focus of "keeping working lands working" in our county - not only by protecting the important farmland and forest land and keeping it affordable for successive generations, but also by supporting the producers with the tools necessary to succeed, such as business planning, reinvestment in farm infrastructure and through strengthening consumer demand and markets for locally grown food. Jefferson Land Trust received letters of support for our State Farmland Preservation Program application for Quilcene Farm Center from Jefferson County, Washington State University, Jefferson County Conservation District, and The Food Coop. Streams and wetlands on Serendipity Farm feed into the Little Quilcene River via the Quilcene Irrigation Ditch which also runs through Midori and Little Quil Farms. These well-managed Serendipity Farm CFF 2017 10 farms are doing their part to ensure excellent water quality downstream in the largest oyster- producing region in the state. The drainage infrastructure within this ancient alluvial floodplain area helps control flooding. The nearby Quilcene Rivers and head of Quilcene Bay have undergone extensive protection and restoration efforts by Federal, State, Jefferson County and local entities, including land protection by Jefferson County and Jefferson Land Trust. 10 b. Is the project located in an area that is under-represented by CF funded Projects?Areas that Conservation Futures has not been able to support to date include Marrowstone Island, Toandos Peninsula, Dosewallips Valley,Bolton Peninsula,and the West End. NO 11.Describe the educational or interpretive opportunities that exist for providing public access,educational or interpretive displays(signage,kiosks,etc.)on the proposed site,including any plans to provide those improvements and any plans for public accessibility.2 Serendipity Farm is dedicated to recreation, education, conservation and sustainable agriculture and is eager to provide educational opportunities and demonstrations on the farm in concert with other partners in the agricultural community. To that end, they have hosted an annual writer's conference for Evergreen State College students for the last 8 years, and conduct regular riding lessons as well as special riding workshops on natural equestrian skills and trail riding. They have created a trail system through the farm that locals use to transit through the property. Serendipity Farm participates annually in the Jefferson County Farm Tour. If the easement is secured, the farm will also likely be one of many properties included in property tours coordinated by Jefferson Land Trust. Its location on a major Olympic Peninsula Washington Scenic Byway and tourist route provides opportunities for both retail sales at a farm stand, and demonstration of sustainable farming and animal husbandry practices to both tourists and residents. 12.The proposed acquisition_includes historic or culturally significant resources3 and is registered with the National Register of Historic Places,or an equivalent program. X is recognized locally has having historic or cultural resources. is adjacent to and provides a buffer for a historic or cultural site. If affirmative in any of the above,please describe below,and cite or provide documentation of the historical or cultural resources. Serendipity farm is part of what was an early 1800's 300-acre farmstead, and it was operated as a dairy until the 1970's. 2 The words "education"and"interpretation"are interpreted broadly by the CF Committee. 3 Cultural resources means archeological and historic sites and artifacts,and traditional religious ceremonial and social uses and activities of affected Indian Tribes and mandatory protections of resources under chapters 27.44 and 27.53 RCW. Serendipity Farm CFF 2017 11 Verification 13. Sponsors of applications that are approved for funding by the Board of County Commissioners are required to submit a brief progress report by October 30 every year for three years after the award is approved,or three years after the acquisition funds are disbursed to the applicant,whichever is later.The progress report must address any changes in the project focus or purpose,progress in obtaining matching funding, and stewardship and maintenance. Sponsors receiving O&M funds will also submit an annual report for each year that O&M funds are expended. The Committee will use the information to develop a project"report card"that will be submitted annually to the Board of County Commissioners. If this application is approved for funding,I understand the sponsor is required to submit progress reports for three years and for any year in which O&M funds are expended. Initials Date 14. If,three years after the date funding is approved by the Board of County Commissioners,the applicants have not obtained the required matching funds,the Committee may request the Board of County Commissioners to nullify their approval of funds,and may require the project to re-apply. If this application is approved for funding,I understand that we may be required to re-submit the application if the project sponsor does not obtain the necessary matching funding within three years. Initials Date Serendipity Farm CFF 2017 12 Landowner Acknowledgement Form ' Landowner Information Name of Landowner: Christine Llewellyn Landowner Contact Information: ❑ Mr. Er Ms. Title: Owner First Name: Christine Last Name: Llewellyn Contact Mailing Address: 14 Cemetery Road, Quilcene, WA 98376 Contact E-Mail Address: info@serendipityfarm.org Property Address or Location: Same as above 1. Landowner is the legal owner of property described in this grant application. 2. I am aware that the project is being proposed on my property. 3. If the grant is successfully awarded, I will be contacted and asked to engage in negotiations. 4. My signature does not represent authorization of project implementation. 5. If I am affiliated with the project sponsor, I will recuse myself from decisions made by the project sponsor to work on or purchase my property. Landowner Signature Da e P Project Sponsor Information Project Name: Serendipity Farm Project Applicant Contact Information: Jefferson Land Trust ❑ Mr. ❑ Ms. Title: Director, Conservation and Strategic Partnerships First Name: Sarah Last Name: Spaeth Mailing Address: 1033 Lawrence Street, PT, WA 98368 E-Mail Address: sspaeth@saveland.org Landowner Acknowledgement Form ' an owner n orma ion Name of Landowner: Arianne and Francesco Bertucci Landowner Contact Information: ❑ Mr. ❑ Ms. Title: Owner First Name:Arianne and Francesco Last Name: Bertucci Contact Mailing Address: 504 Columbia Street, Quilcene, WA 98376 Contact E-Mail Address: awkwardguy@gmail.com Property Address or Location: Same as above 1. Landowner is the legal owner of property described in this grant application. 2. I am aware that the project is being proposed on my property. 3. If the grant is successfullyawarded, I will be contacted and asked to engage in negotiations. 4. My signature does not represent authorization of project implementation. 5. If I am affiliated with the project sponsor, I will recuse myself from decisions made by the project sponsor to work on or purchase my property. "= ) . Landowner Signature Date Landowner Signature Date Project Sponsor Information Project Name: Serendipity Farm Project Applicant Contact Information: Jefferson Land Trust n Mr. ❑ Ms. Title: Director, Conservation and Strategic Partnerships First Name: Sarah Last Name: Spaeth Mailing Address: 1033 Lawrence Street, PT, WA 98368 E-Mail Address: sspaeth@saveland.org Landowner Acknowledgement Form ' Landowner Information Name of Landowner:Arianne and Francesco Bertucci Landowner Contact Information: Ni Mr. ® Ms. Title: Owner First Name:Arianne and Francesco Last Name: Bertucci Contact Mailing Address: 504 Columbia Street, Quilcene, WA 98376 Contact E-Mail Address: Property Address or Location: Same as above 1. Landowner is the legal owner of property described in this grant application. 2. I am aware that the project is being proposed on my property. • 3. If the grant is successfully awarded, I will be contacted and asked to engage in negotiations. 4. My signature does not represent authorization of project implementation. 5. If I am affiliated with the project sponsor, I will recuse myself from decisions made by the project sponsor to work on or purchase my property. / • rt _ _ Landowner Signature Date / V Project Sponsor Information Project Name: Serendipity Farm Project Applicant Contact Information: Jefferson Land Trust ❑ Mr. 0 Ms. Title: Director, Conservation and Strategic Partnerships First Name: Sarah Last Name: Spaeth • Mailing Address: 1033 Lawrence Street, PT, WA 98368 E-Mail Address:sspaeth@saveland.org Exhibit D 2017 Conservation Futures Program Manual Serendipity Farm 11 Project Area ;; Farmland project in progress Protected Farmland ff1 Jefferson Land Trust Nature Preserve Conservation Easement Public Conservation Land , Prime Farmland Soils `o 41) c.e,rt /i LL 'a" Lake ry Leland Park Leland ca .7 I s .1 ,. I. z n £ .a ns O ID- s„ - uiilcene Quilcene Quilcene East Sports Park Campground Quilcene . .- Bay Park I ) Riverside ii/i' Park ,,r .ram 0 0.5 1 2 Serendipity Farm I . . IMiles ., Service Layer Cred'Rs:Sources:Esri,DeLorme,HERE,Tom7om, Intermap,increment P Corp.,GEBCO,USGS,FAO,NPS,NRCAN, 4 GeoBase,ION,Kadaster NL,Ordnance Survey,Esri Japan,METI,Esri China(Hang Kong),swestopo,and the GIS User Community Location For informational purposes only.All D Map created in March, 2016 data represented are from varying N TRUST sources and approximate. i a w 0. Cemetery Rd ._.,.w, w_. . . __,., .. ., m _. ....r._.,.. ry z » w ...... w YWrliy m wvi ow `, y 1' \ \. 4. W Columbia St / , _ Serendipity Farm - C�!C�111111 Building Envelopes: Draft - Approximate ag ditches Midori Farm , 0 150 300 600 I I I Feet A..... itsolio Serendipity Farm 2015Aerial Image(NAIP) �g p For informational purposes only.All If „' Pa rce I M a data represented are from varying LAND sources and approximate. N TRUST Total: 45.17 acres Map created in February, 2016 SERENDIPITY FARM PROJECT CONSERVATION FUTURES FUNDS ILLUSTRATIONS — 2017 , b u Looking southeast ram. ^r mxx gyjF " ,�" '{)dM' o Y lYF p •a , wR 4t ,*aa.>,'v"` k w �. x - a � ` "row �-"'.� . `.' ,', �, zh. rn k 'ems , s�! ' ... ,. # ,. .ems`. v Looking south across the raspberries and pastureland tea, Y r• _ ✓P Afillifil* — ruP"— -- ''"", =ail \,.,1,01414NILlimookl '444 II �� o xi3'Pisgym.-r.... �.—", — , , ' a �„.-• , r � K. ., q_ 4. % , ,. Greens in hoop house • t c ten" rte 4 f If 1 m I fs' Cemetery Drain CREP restoration r 9 i `... _ x - x x x X *-X �c x * e x x x � x �c—x xx W , ` ,; 5 - � G , x x x'x-44 x xf. e -) i 1 T„i': X X Y , 4 "4444,4„ <9 4*,,,k,0 + I t ti 1 e 4 t r ' ' 41. a:AP I s Legend ..- ,ems $ RQ t Uer Lreaos YY'�( rIIIMOMMI Near RV/WM. Lkr_Poinh TY** 4 r ` �_ NeeWtlH YoupF g Pipeline iyY-�IRrtyetne ft... M1�^*^Rmtl LJns_Fence =vamp Tent! +♦]HRFente �--I—NwMRV•mce —H—+Remon Management Areas N 1 =.90 ac Llewellyn Property CREP Buffers 2.=.60ac 3._.40 ac Pts.SE 1!4 Sec 14 Twn.27N,Rng 2 W-,W.M. j 4.=3.33C 100 5U a 'OD Feet Milli Jefferson County Conservation District CREP Restoration ii' r ...... , . , it iT - ___ 41— i -- to - � a �F' : .. A x .M r. ;w r. ..„. -. li.!,,,'..r.- Productive Farmers! 4-AV'' e":4Ma." ."fit 441 ok Jefferson County Conservation Futures Program Manual 2017 Funding Cycle Jefferson County Conservation Futures Program Manual 2017 Funding Cycle Mission of the Conservation Futures Program The mission of the Jefferson County Conservation Futures Program is to provide a system of public open spaces,those open spaces being necessary for the health,welfare,benefit and safety of the residents of Jefferson County and the maintenance of Jefferson County as a desirable place to live,visit and locate businesses. Conservation Futures Citizen's Oversight Committee Membership(as of October 2017) Phil Andrus,Citizen,District#2 Mary Biskup,Citizen,District#1 Scott Brinton,Interest—Agriculture Lige Christian,Citizen,District#3 JD Gallant,Citizen,District#3 Jerry Gorsline,Citizen,District#2 Rob Harbour, Interest—Working Lands Ray Hunter, Interest—Fallow Farms Richard Jahnke,Interest—Coastal Areas Craig Schrader, Interest—Climate Change Lorna Smith, Interest—Ecotourism Sarah Spaeth,Interest—Jefferson Land Trust David Wilkinson,Citizen,District#1 Table of Contents Overview 3 Conservation Futures Citizen Oversight Committee(CF Committee) 4 Project Selection .4 Information Sources 4 Reimbursement .5 Compliance with All Laws 5 Record Retention 5 Acquisition Projects 6 Operation and Maintenance(O&M)Projects 9 Required Meeting and Site Visit 11 Grant Notification and Agreement ..11 Annual Reports ..11 Program Suggestions 11 Forms and Templates APPENDIX A Funding Request and Reimbursement Form Project Agreement Template Annual Report Form Template Please note: The 2017 CF Application and Ratings Worksheets are available separately from program staff. Map of Approved Projects APPENDIX B Definitions APPENDIX C 2017 CF Program Manual 2 http://www.co.iefferson.wa.us/commissioners/Conservation/conservation.asp Overview Jefferson County welcomes your application to the Conservation Futures Program(CF Program). Please do not hesitate to contact Jefferson County Environmental Health Department with questions at Ph: 360/385-9444,Fax: 360/379-4487 or tpokomy@co.jefferson.wa.us.The Conservation Futures Program website address is http://www.co jefferson.wa.us/commissioners/Conservation/conservation.asp. In July 2002,the county commissioners approved the Conservation Futures Ordinance,now codified at Jefferson County Code Section 3.08 in accordance with the Revised Code of Washington(RCW)Chapter 84.34.The ordinance establishes goals for the county's Conservation Futures Program and an allocation process for the conservation futures tax levy. The purpose of the CF Program is to acquire open space lands, including green spaces, greenbelts, fish and wildlife habitat,trail rights-of-ways,agricultural land and timber land(as those terms are defined in Ch. 84.34 RCW). Projects may include fee-simple or any lesser interest or development right with respect to real property as well as operation and maintenance(0&M)activities. 0&M projects must be linked to CF-funded acquisitions. A minimum 50%match is required for all project types.Match must be cash,land trades, the value of land to be traded,or other open spaces linked to the property under application. Open space,wildlife habitat,agricultural and timber lands are all eligible. The project sponsor must sign a grant agreement with the county(see Appendix A). County code(JCC 03.08.030(10))requires that properties or easements be held by public entities or others as defined in RCW 84.34.210. Government entities may choose to share title of a property with a non-profit nature conservancy corporation or association. Public open spaces must be available on the same conditions to all residents of the county for the benefit of all Jefferson County residents and visitors. Applicants for projects may include the county,municipalities,park districts, state or federal agencies,private non-profit corporations or associations, and private individuals. Project applicants must be represented by a local sponsoring organization based in Jefferson County. Potential sponsors include local governments,special purpose districts and non- profit corporations.A list of potential sponsors is available by contacting program staff.A project sponsor is responsible for the content and submission of the application,organizing and hosting a site visit,making a formal project presentation to the CF Committee,the stewardship plan and its implementation,and all contracting,reporting,and reimbursement obligations with Jefferson County. Available funding is announced early in the calendar year and applications are provided by Jefferson County Environmental Health. Conservation Futures Fund monies can be the collateral,revenue stream or security for long-term financing (typically bonds)in a manner consistent with law. Public workshop(s)may be held prior to the start of the funding round. Staff is always available to answer questions from sponsors,applicants,and interested parties. This year,applications will be due Thursday,March 30th,2017 and sponsors present projects to the CF Committee and host site visits in April. Information about the application period is posted on the program website,announced in local newspapers and via email,and available by contacting program staff. In April or May,the CF Committee meets to rank projects, determine recommended funding levels,and compose its overall recommendations to the 2017 CF Program Manual 3 http://www.co.ie fferson.wa.us/commissioners/Conservation/conservation.asp Board of County Commissioners(BoCC). The BoCC typically makes award determinations in June.Funding for reimbursement is generally not available until August. At least every other year,the BoCC reviews the priorities of the Conservation Futures Program and the project ranking process.All meetings of the Conservation Futures Committee are open to the public. Citizens are encouraged to attend. Conservation Futures Citizen Oversight Committee(CF Committee) The CF Committee membership is intended to reflect a broad spectrum of interests and expertise. It includes at least two individuals from each commissioner district and at least nine citizens total.Anyone interested in applying for a seat on the committee is encouraged to contact the Board of County Commissioners Office(jeffbocc@co jefferson.wa.us)and/or program staff. Project Selection The CF Committee evaluates and ranks project applications according to criteria designed to reflect the priorities expressed in the Jefferson County Code Section 03.08.040.This evaluation process has five(5)distinct phases as follows: 1. Written project application: Each CF Committee member(CFCM)independently reads and assesses each application and prepares any necessary clarification questions. 2. Site visits:Each CFCM must attend the project site visits(or view a video of the site visit),where the applicant and/or the project sponsor will present the layout of the project with reference to the written application and site maps.Additional questions posed by committee members will be answered during this site visit. 3. Oral presentation of the project: Each CFCM must attend this meeting in which the project sponsor presents the project and answers questions posed by the committee members.Following the oral presentations, a deadline will be established for CFCMs to submit additional questions to applicants(via county staff).After this set deadline for additional questions,a second deadline will be established for the receipt of all answers from applicants.After this second deadline no further additional information may be requested,received or considered by the committee. 4. Submission of project ranking form:Each CFCM submits to county staff member a form, which consists of questions that ask how well,in the committee member's judgement, an applicant meets the criteria for approval and funding. The committee member assigns a numerical"score"(within a range predetermined by the CF Committee)for each of the questions.These question"scores"are totaled for an overall evaluation"score".A committee composite"score",for each project application is obtained by taking the average of the"scores". If a project application's composite"score"is 70%of the total possible numerical value for a project"score"the project is considered worthy of funding (i.e.eligible for). Projects"scoring"below 70%of the total possible numerical value for a project"score"are not considered for funding unless compelling reasons for funding arise in the final evaluation phase. 5. Ranking and recommendation for funding of project applications: Each project application judged eligible in phase#4 is discussed,bringing into focus information garnered from phases 1 through 4.All project applications are compared and a final ranking and funding recommendation may be determined for each of the project applications and submitted to the Board of County Commissioners.The Committee will provide justification to the Commissioners for any and all changes from the numerical ranked order. 2017 CF Program Manual 4 http://www.co.iefferson.wa.us/commissioners/Conservation/conservation.asp Information Sources The Conservation Futures Program is administered by the Commissioners Office with assistance from the Environmental Health Department.Please note that the information contained in this manual does not supersede the statutes governing the Jefferson County Conservation Futures Fund and Program, and should be read in conjunction with them. Relevant sections of law are found in Revised Code of Washington,Chapter 84.34 (RCW 84.34)and the Jefferson County Code(JCC 03.08). To access RCW 84.34 online,visit www.leg.wa.gov/Help/helpwithsearch.htm and click on "Laws and Agency Rules."The Jefferson County Code is available online at http://www.codepublishing.com/WA/JeffersonCounty. Contact program staff at ph: 360/379-4498,fax: 360/379-4487 or send an email to tpokomy@co.jefferson.wa.us. Reimbursement All grants are funded through the Jefferson County Conservation Futures tax levy.Except in the case of escrow payments, sponsors must expend their own funds on eligible and allowable expenditures prior to requesting reimbursement. With sufficient lead time,an approved settlement statement,and a preliminary title report,CF funds may be made available to the title company shortly before closing for the direct costs of property acquisition and closing. Please discuss dates for closings and loan periods with program staff to help ensure that grant funds are ready and available when needed. The project sponsor will commit to providing a matching contribution of no less than the amount of conservation futures funds awarded to the project before conservation futures tax funds are reimbursed to that sponsor.This contribution may consist of: • cash • land trades if the valuation of the land to be traded is established by a valuation arising from an appraisal generated by a Washington State Certified Licensed Appraiser(Member of the Appraisal Institute MAI); • the cash value of the land to be traded,excluding Jefferson County conservation futures contributions; or • other open spaces acquired within the previous two years that is situated either directly adjacent to or could, in the sole discretion of the county,be directly linked to the property under application. • cost of appraisal,title insurance,closing costs,and other miscellaneous fees(See JCC 3.08.030(5).) The funding request,reimbursement form and back up documentation may be submitted any time during the project period.It is important to implement projects in as timely a manner as possible and also to bill in a timely manner. Deeds and conservation easement documents must be recorded by the Jefferson County Auditor's Office within 30 days of closing. If matching funds are not secured within three years,the project may be required to re-apply. 2017 CF Program Manual 5 http://www.co jefferson.wa.us/commissioners/Conservation/conservation.asp Jefferson County must pre-approve easement language and will add restrictive language to statutory warrantee deeds,or require the use of other legal instruments,to ensure conservation of project and match properties in perpetuity. Compliance with All Laws Project sponsors shall comply fully with the project agreement,grant program policies, County policies and all applicable federal,state and local laws,orders,regulations and permits. Record Retention/Public Records Act The project sponsor shall retain all books,records, documents,data and other materials relevant to the agreement for a minimum of six(6)years after the completion of the project. Documents related to the expenditure of CF funds,by way of example only,purchase and sale contracts, settlement documents,invoices,e-mails,expert reports and/or appraisals,are Public Records subject to disclosure in accordance with the Public Records Act,Ch. 42.56 RCW,if requested by a citizen or entity.All meetings and activities of the CF Committee are subject to the Open Public Meetings Act,Ch.42.30 RCW. The public is always invited and encouraged to attend. Two observer comment periods are included in each agenda. Acquisition Projects Project applications for the acquisition of property must meet the following threshold criteria in order to be considered for funding. Each application will receive an initial screening to make sure that it is in compliance. Applicants are encouraged to submit pertinent materials and documents,as appropriate,in addition to those items required. Multi-year acquisition projects are permitted but require additional justification. Project Eligibility Proposed acquisitions must have a willing seller. The property, or property right,must be eligible for purchase as defined by state law,RCW 84. 34.210(i.e. "...protect,preserve,maintain,improve,restore, limit the future use of,or otherwise conserve, selected open space land,farm and agricultural land,and timber land..."). Conservation Futures funds cannot be used to acquire property, or a property right,that will be used for active recreation purposes(including but not limited to sports fields,playgrounds,recreation centers, swimming beaches or pools, motorized boat launches). Conservation Futures funds cannot be used for passive development of a site. For the purposes of this application,passive improvements include, but are not limited to,trails, interpretive centers,viewpoints,picnic areas,access,restrooms, landscaping and parking. Applicant Eligibility 2017 CF Program Manual 6 http://www.co.iefferson.wa.us/commissioners/Conservation/conservation.asp Eligible applicants include the County,municipalities,Park Districts, State or federal agencies, private non-profit corporations or associations,and private individuals. Sponsor Eligibility All applicants must have a local sponsor.Eligible sponsors include county, municipalities,park districts, or private non-profit corporations based in Jefferson County.A current,but not necessarily comprehensive,list of eligible local sponsors may be requested from program staff. Eligible Capital Project Expenditures: (See also JCC 3.080.030(7)) Capital project expenditures or match may include: _Costs of acquiring real property,including interests in real property _Cost of related relocation of eligible occupants (includes administration) Cost of appraisal Cost of appraisal review _Cost of title insurance Closing costs _Pro rata real estate taxes _Recording fees _Compensating tax _Hazardous waste substances reports _Directly related staff and administrative costs(These are limited to 5%of the total cost of the project.) _Related legal costs excluding the cost of preparing application for conservation futures funds. Baseline documentation _Boundary survey Cultural resources review(survey,excavation,on-site monitoring and data recovery) Conservation futures tax levy funds may not be used to acquire any real property or interest in real property therein through the exercise of the power of eminent domain. Eligible Operations&Maintenance Expenditures—Please note:Total 0&M awards are limited to 15%of the conservation futures funding available in any year—contact staff for details. Operations&Maintenance expenditures or match may include,but are not limited to: Cultural resources review(survey,excavation,on-site monitoring and data recovery) _Demolition _Fencing(if needed for public safety or resource protection) _Noxious weed control _Signage _Special site-specific reports(e.g.stewardship reports) Wetland identification and/or delineation Stewardship Plan Prior to reimbursement, sponsors must provide a stewardship plan that describes how the property,or property right,will be maintained over time. Costs for stewardship plans are 2017 CF Program Manual 7 httn://www.co.iefferson.wa.us/commissioners/Conservation/conservation.asp eligible for operations and maintenance reimbursement only under"Special Reports"(not as a capital acquisition expense). Title Report and Title Insurance Please make county staff aware of issues that could affect the title report and provide updates as they are generated.A title report and title insurance are to be issued in conjunction with the property transaction. Appraisals Successful applicants must provide an independent appraisal(standard,narrative or M.A.I.)from a Washington State Certified Licensed Appraiser if the estimate of value exceeds the assessed value at the time that reimbursement is requested. In no case shall conservation futures funds dispersed exceed the grant amount awarded by the BoCC.No appraisal is required for properties assessed at$20,000 or less. The appraisal must: be no more than 1 year old.A Supplemental Update by the original appraiser may be required,at the discretion of the county, if the appraisal is more than six months old. include a current Title Report provided at the time of the most current appraisal or update. if timber,mineral or aquatic resources are to be included as value to the appraisal,then the appraisal shall include a separate timber,mineral or aquatic resources evaluation of value, or an opinion of value from a qualified representative of the real estate industry or recent valuation from the Jefferson County Assessor's Office may be used when the total assessed value does not exceed$20,000. Review Appraisals No appraisal review is required of the sponsor by the CF program. However,the CF Committee and/or the county may choose to select an appraisal for independent review for any reason. Project Implementation At the time of purchase or the signing of a"purchase and sale agreement",the appraisal must be no more than a year old unless an extended period is requested and approved by the county,up to a total of 18 months. Application and Attachment Requirements for Acquisition Projects All materials must be submitted in hard copy except as noted below and specified in the application: Proof of Willing Seller:A "Willing Seller"letter confirming that the current owner of the property proposed for acquisition is willing to sell. 2017 CF Program Manual 8 http://www.co.iefferson.wa.us/commissioners/Conservation/conservation.asp Estimate of Value: A county assessment, certified appraisal of value,and/or an estimate of value from the project sponsor. Site Location Map: On a Jefferson County base map,or on a map of the sponsoring agency's jurisdictional boundaries,clearly identify the location of the proposed acquisition. Project Boundary Map: On a quarter-section map or other map of sufficiently large scale, identify the boundaries of the proposed project. Color Images: Provide six(6)different views of the property proposed for acquisition.The images should show vegetation,terrain,waterfront,man- made features,access roads, wetlands,unique characteristics,etc.Please include captions and an aerial view, if available. Provide in hard copy as well as JPEG or PDF. Development Plan or Narrative: Provide a schematic or master plan map of the project site showing proposed uses and improvements,if applicable. In addition,if the application sponsor is a private non-profit organization, attachments must also include: _Proof of 501(c)(3)Status _Current Budget Board Roster _Organization Chart or Staff Roster _Most Recent Financial Statements(audited if possible) _Copy of minutes or resolution documenting official action to submit application for proposed acquisition. If more than one project is submitted from the same sponsor,the minutes or resolution should indicate the project priority and how it was determined. Operation and Maintenance Funding Availability of Funds for 0&M Only projects that are acquired using conservation futures funds are eligible for 0&M funding.Requests for 0&M funding should not exceed the available limit(consult with program staff).Approved disbursements for operation and maintenance of interests in real property purchased with conservation futures tax levy monies shall not in any particular year be greater than fifteen percent(15%)of the conservation futures tax levy monies raised in the preceding year. Project Eligibility Operation and maintenance funding may be used for any property acquired with Conservation Futures funds.Conservation futures tax levy funds appropriated for 0&M or interests in real property shall not supplant or replace any existing funding for maintenance and operation of parks and recreational lands. Applicant Eligibility Eligible applicants include the County,municipalities,Park Districts, State or federal agencies,private non-profit corporations or associations,and private individuals. 2017 CF Program Manual 9 http://www.co.iefferson.wa.us/commissioners/Conservation/conservation.asp Sponsor Eligibility All applicants must have a local sponsor. Eligible sponsors include the County, municipalities, Park Districts,or private non-profit corporations based in Jefferson County. Application and Attachment Requirements for 0&MProjects All requested materials must accompany the application upon submission.If an item is irrelevant to the project at hand,please explain why this is so. Proof of Willing Seller:A"Willing Seller"letter confirming that the current owner of the property proposed for acquisition is willing to sell. Estimate of Value:A County assessment, certified appraisal of value,and/or an estimate of value from the project sponsor. Site Location Map: On a Jefferson County base map,or on a map of the sponsoring agency's jurisdictional boundaries,clearly identify the location of the proposed acquisition. Project Boundary Map: On a Quarter-section map or other map of sufficiently large scale,identify the boundaries of the proposed project. Color Images:Provide six(6)digital images of the property proposed for acquisition.The images should show flora,terrain,waterfront,man-made features,access roads,wetlands,unique characteristics, etc. Please include captions and an aerial view,if available. Development Plan or Narrative: Provide a schematic or master plan map of the project site showing proposed uses and improvements, if applicable. In addition,if the application sponsor is a private non-profit organization, attachments must also include: _Proof of 501(c)(3) Status _Current Budget _Board Roster _Organization Chart or Staff Roster _Most Recent Financial Statements(audited if possible) _Copy of minutes or resolution documenting official action to submit application for proposed acquisition. If more than one project is submitted from the same sponsor,the minutes or resolution should indicate the project priority and how it was determined. Budget and Timeline Attached to the first Annual Reporting Form must be a budget and timeline for expenditure of O&M funding for the succeeding ten(10)years measured from the date of approval by the BoCC. Documentation of Match A match of 50%must be documented with each invoice. Match guidelines are identical for acquisition and 0&M proposals. In-kind labor cannot be used as match. Reporting 2017 CF Program Manual 10 http://www.co jefferson.wa.us/commissioners/Conservation/conservation.asp Any project sponsor receiving 0&M funds is required to submit a report each October until those funds are expended. An expenditure summary that provides the following information must accompany billing: 1)Date the payment was made. 2)The vendor and/or employee to whom the payment was made. 3)A description of what was purchased or what work and/or services were performed; provide a description of what service or work was performed for the payroll costs or by the sub-contractor. Application and Attachment Requirements for O&M Projects To apply for 0&M funding for a project previously purchased using CF Funds,use the standard application form. In question#1,refer to the original project title and year that the project was approved followed by"0&M Request Only". If you feel that a question is irrelevant to the project at hand,please explain why. Required Meeting and Site Visit Project sponsors are required to host a visit to the project site and make a formal presentation to the CF Committee.The presentation must begin with an introductory project description and then be organized according to the sequence of questions listed on the Rating Sheet. Site visits are videotaped by county staff. The site visits and presentations are scheduled in April. Grant Notification and Agreement Sponsors will be notified by staff of grant awards as soon as possible after the BoCC makes their decision,usually in June. Sponsors will then be asked to sign a project agreement with Jefferson County.An informational template is provided with this manual. Annual reports Sponsors are required to submit a brief progress report by October 30 every year for three years after the acquisition funds are disbursed to the applicant,whichever is later.The progress report must address any changes in the project focus or purpose,progress in obtaining matching funding,and stewardship and maintenance. Sponsors receiving O&M funds will also submit an annual report for each year that O&M funds are expended. The Committee will use the information to develop a project"report card"that will be submitted annually to the Board of County Commissioners.A report format template is included with this manual and will be provided to the project sponsor electronically. Program Suggestions Suggestions for program improvements are always welcome and may be provided to the Conservation Futures Committee by letter or email via staff at the contact information on page 3. Every CF Committee meeting also includes two public comment periods.Meeting times are provided in newspapers and on the program website. 2017 CF Program Manual 11 http://www.co.iefferson.wa.us/commissioners/Conservation/conservation.asp Appendix A Conservation Futures Funding Request and Reimbursement Form ' Jefferson County Conservation Futures Project Name: Date: Program c/o Jefferson County Water Quality Division Project Sponsor: 615 Sheridan Street Port Townsend,WA Billing Period: 98368 Is this the final billing?Yes[ ] No[ ] Invoice Number[ ] 4SON COG2 ti Sponsor's Certificate:I hereby certify under penalty of perjury that the items and total listed and attached herein are proper charges for materials,merchandise or services furnished and/or services vsko rendered have been provided without discrimination because of age,sex,marital status,race,creed, color,national origin,handicap,religion or Vietnam or disabled veterans status. BY Title Date To Be Completed By Sponsor Categories (attach Previous Expenditures To Date Costs For This Billing detailed lists Project and receipts) Agreement Non- Non- Expenditures Reimbursable Total Expenditures Reimbursable Total Match Match Land Totals O&M Totals Funding and Expenditure Formula(For CF Program Staff Use ONLY) Agreement Information Previous CF Reimbursements Match Source Date Notes Total Billed CF Share Billed CF Share Approved Match Owed Balance CF Share Retained CF Share Paid 2017 CF Program Manual 12 http://www.co defferson.wa.us/commissioners/Conservation/con servation.asp JEFFERSON COUNTY CONSERVATION FUTURES PROGRAM PROJECT AGREEMENT (template only) Project Sponsor: Project Title: Project Number: Approval: Resolution No. xxx on xxx, 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 (Sponsor),xxxxx,xxxxx,WA 983xx,and shall be binding upon the agents and all persons acting by or through the parties. B. Purpose of the Agreement This Agreement sets out the terms and conditions by which a grant is made through the Jefferson County Conservation Futures Fund. The grant is administered by Jefferson County Environmental Health for the Sponsor for the project named above. C. Description of Project The subject project is described in the attached 2015 Conservation Project Application for the xxx. Conservation Futures Fund("CFF")from Jefferson County in an amount not to exceed $xxx will be used towards fee simple acquisition,by xxx,of the real property known in the records of the Jefferson County Assessor as APN#s xxxx for acquisition expenses,and$xxx to reimburse for operations and maintenance expenses. The matching amount is provided by xxx. Description of conservation easement(if applicable). D. Term of Agreement The Project Sponsor's on-going obligation for the above project funded by this Agreement is to provide maintenance of the site or facility to serve the purpose for which it was intended in perpetuity unless otherwise identified in this Agreement. E. Period of Performance The Project reimbursement period for acquisition expenses shall begin on xxxx xx, 2017.The Project reimbursement period for acquisition expenses will end on xxx xx, 2019 unless proof of match is provided prior to this date.No expenditure made before xxx xx,2017 is eligible for reimbursement unless incorporated by written amendment into this Agreement. F. Project Funding The total grant award provided by the Conservation Futures Fund(CFF)for the Project shall not exceed$xxxxx and Jefferson County CFF shall not pay any amount beyond that approved herein for funding of the Project. The Sponsor shall be responsible for all total costs for the Project that exceed$xxx,xxx. In no event will the CFF funds expended for this purchase exceed fifteen percent(15%)of the overall acquisition cost of APN xxx-xxx-xxx. This Project is eligible for reimbursement of capital project and operations and maintenance expenditures as described in the Jefferson County Conservation Futures Program Manual for the 2017 Funding Cycle. 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. 2017 CF Program Manual 13 http://www.co.iefferson.wa.us/commissioners/Conservation/conservation.asp Acquisition 0&M Totals Conservation Futures— $ $ $ Project Sponsor $ $ $ Contribution Totals $ $ $ 100% G. Unexpended Project Allocations Should unexpected Project allocations, including,but not limited to project completion at less than the estimated cost or,alternatively,the abandonment of the Project occur,then the Sponsor shall notify the County. H. Rights and Obligations All rights and obligations of the parties to this Agreement are subject to this Agreement and its attachments, including the Sponsor's Application and Jefferson County Conservation Futures Program Manual for the 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. I. Indemnification Sponsor shall indemnify,defend and hold harmless the County,its officers,agents and employees,from and against any and all claims, losses or liability,or any portion thereof, including attorneys' fees and costs,arising from injury or death to persons, including injuries,sickness,disease or death to Sponsor's own employees, or damage to property occasioned by a negligent act,omission or failure of the Sponsor. J. Insurance The Sponsor shall secure and maintain in force throughout the duration of this contract policies of insurance as follows: If and only if the Sponsor employs any person(s)in the status of employee or employees separate from or in addition to any equity owners, sole proprietor, partners, owners or shareholders of the Sponsor,Worker's Compensation Insurance in an amount or amounts that are not less than the required statutory minimum(s)as established by the State of Washington or the state or province where the Sponsor is located. Commercial Automobile Liability Insurance providing bodily injury and property damage liability coverage for all owned and non-owned vehicles assigned to or used in the performance of the work for a combined single limit of not less than $500,000 each occurrence with the County named as an additional insured in connection with the Sponsor's performance of the contract. General Commercial Liability Insurance in an amount not less than a single limit of one million dollars($1,000,000)per occurrence and an aggregate of not less than two(2)times the occurrence amount($2,000,000.00 minimum)for bodily injury, including death and property damage,unless a greater amount is specified in the contract specifications. The insurance coverage shall contain no limitations 2017 CF Program Manual 14 http://www.co.iefferson.wa.us/commissioners/Conservation/conservation.asp 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. 2017 CF Program Manual 15 http://www.co.iefferson.wa.us/commissioners/Conservation/conservation.asp 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. K. Independent Contractor The Contractor and the County agree that the Contractor 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 Contractor nor any employee of Contractor 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 Contractor,or any employee of Contractor. The Contractor shall not sublet or assign any of the services covered by this contract without the express written consent of the County or its authorized representative. Assignment does not include printing or other customary reimbursable expenses that may be provided in an agreement. L. Ownership and Use of Documents All documents, drawings, specifications and other materials produced by the Sponsor in connection with the services rendered under this agreement shall be the property of the Sponsor whether the project for which they are made is executed or not.The County shall be permitted to retain copies,including reproducible copies,of drawings and specifications for information,reference and use in connection with the Sponsor's endeavors. M. Compliance with Applicable Statutes,Rules,and Jefferson County Policies This Agreement is governed by,and the Sponsor shall comply with,all applicable state and federal laws and regulations,including RCW 84.34.210, and published agency policies, which are incorporated herein by this reference as if fully set forth. N. Sponsor's Accounting Books and Records The Sponsor shall maintain complete financial records relating to this contract and the services rendered including all books,records,documents,receipts,invoices,and all other evidence of accounting procedures and practices which sufficiently and properly reflect all direct and indirect cost of any nature expended in the performance 2017 CF Program Manual 16 http://www.co.iefferson.wa.us/commissioners/Conservation/conservation.asp 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. O. Licensing,Accreditation and Registration The Sponsor shall comply with all applicable local, state and federal licensing, accreditation,permitting and registration requirement/standards necessary for the performance of this contract. P. Disputes Except as otherwise provided in this contract,when a bona fide dispute arises between Jefferson County and the Sponsor and it cannot be resolved, either party may request a dispute hearing with a mediator assigned by or associated with Jefferson County District Court.Either party's request for a dispute hearing must be in writing and clearly state: a. the disputed issue(s), b. the relative positions of the parties,and c. the Sponsor's name,address and Agency contact number These requests must be mailed to the Project Manager,Jefferson County Environmental Health Department,615 Sheridan St.,Port Townsend,WA 98368, within fifteen(15)days after either party received notice of the disputed issue(s). The parties agree that this dispute process shall precede any action in a judicial or quasi- judicial tribunal. The parties will split evenly the cost of mediation or whatever form of dispute resolution is used. Q. Termination for funding Jefferson County may unilaterally terminate this contract in the event funding from state, federal, or other sources are withdrawn,reduced,or limited in any way after the effective date of this contract. R. Termination for Convenience The County reserves the right to terminate this agreement at any time by giving ten (10)days written notice to the Sponsor. S. Assignment The Sponsor shall not sublet or assign any interest in this Agreement,and shall not transfer any interest in this agreement without the express written consent of the County. T. Non-Waiver. Waiver by the County of any provision of this agreement or any time limitation provided for in this agreement shall not constitute a waiver of any other provision. U. County Does Not Assume Additional Duties The County does not assume any obligation or duty,except as required by federal or state law,to determine if Sponsor is complying with all applicable statutes,rules, codes ordinances or permits. V. Agreement Representatives All written communications sent to the Sponsor under this Agreement will be addressed and delivered to: Sponsor Contact Conservation Futures Program Contact Jefferson County Environmental 2017 CF Program Manual 17 http://www.co.jefferson.wa.us/commissioners/Conservation/conservation.asp 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 xxxxx(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 David Sullivan,Chair Jefferson Board of County Commissioners By Jefferson Land Trust Attested: Carolyn Avery,Deputy Clerk of the Board Approved as to form: xxxxxxx,Chief Civil DPA 2017 CF Program Manual 18 http:t/www.co jeflerson.wa.us/commissioners/Conservation/conservation.asp Jefferson County Conservation Futures Program Annual Project Reporting Form(template only) 1. Project Sponsor: 2. Project Title: 3. Project Number: 4. Status: 5. Approval Date: 6. Project goals and objectives: 7. Parcel number(s): 8. Total acreage: 9. Easement: Title: Seller: 10. Fee Simple Seller: 11. Month and year that CF funding was awarded: 12. a). Purchase price: b).Total project cost: 13. Amount of CF award: 14. Month and year of acquisition: 15. Entity holding title: 16. Entity responsible for stewardship: 17. Plans or agreements pertaining to this acquisition: 18. O&M funds received since acquisition(list by year): 19. Existing and on-going activities and projects(for each 0&M activity that has occurred since October 1 of the previous year,please provide supporting documentation): 20. New events,activities,projects(for each 0&M activity that has occurred since October 1 of the previous year,please provide supporting documentation): 21. Needs and challenges: 22. General progress towards project's objectives: Completed by: Title: Organization: Signature Date 2017 CF Program Manual 19 http://www.co.jefferson.wa.us/commissioners/Conservatio n/conservation.asp Appendix B PROJECTS MAP Conservation Futures Jefferson County Nshingfon w...... I . ` I ... • �- f ..-,j -` M.- may. £iY# •rP i c ..-) .i --/,'''',.., ar'..:-.. ..; 1• , , • , • : 1-.1..-1" ,T='r"1 i III v 1,,,_,L,,.,,,,,y:. f. • 111, - f, : ''' :::.:_;. E:-- i OffetEl: I- r -44 f l -I• -W t f E.. I • i _ - ,i � its }` '171 ' ii .�1` y f 3 .. .7. ./...i . t f __ C3— — 2017 CF Program Manual 20 http://www.co iefferson.wa.us/commissioners/Conservation/conservation.asp Appendix C DEFINITIONS "Conservation futures citizen oversight committee"means the Jefferson County conservation futures citizen oversight committee established under this chapter. "Conservation futures fund"means the Jefferson County conservation futures fund established under this chapter. "Conservation futures tax levy"means that Jefferson County tax levy upon all taxable property in Jefferson County authorized by RCW 84.34.230. "County"means Jefferson County and/or its conservation futures citizen oversight committee. "Cultural resources"means archeological and historic sites and artifacts, and traditional religious ceremonial and social uses and activities of affected Indian Tribes and mandatory protections of resources under chapters 27.44 and 27.53 RCW."Open space land"means the fee simple or any lesser interest or development right with respect to real property including,but not limited to,conservation futures, easements, covenants or other contractual rights necessary to protect,preserve,maintain,improve,restore,limit the future use of or conserve selected open space land,farm and agricultural land and timber land(as those terms are defined in Chapter 84.34 RCW). "Project"means open space land, or any lesser interest or development right in specific real property,to which Jefferson County conservation futures tax levy funds are allocated for acquisition under the procedure outlined under this chapter. [Ord. 1-14 § 1;Ord. 6-02 § 1] "Silviculture"means the practice of controlling the establishment,growth,composition, health,and quality of forests for the production of forest products. 2017 CF Program Manual 21 httv://www.co.iefferson.wa.us/commissioners/Conservation/conservation.asp Exhibit E Resolution No. 24-17 Serendipity Farm 12 J STATE OF WASHINGTON County of Jefferson Dedication of Conservation Futures Funds to the } Serendipity Farm project as Authorized by and in Accordance with Jefferson County Code } RESOLUTION NO. i .21,-17 Section 3.08.030(7)to Provide a System of Public } Open Spaces } WHEREAS. conservation futures tax levy collections, authorized under RCW 84.34.230 are an important means of retaining community character and accomplishing the open space policies and objectives of the Jefferson County Comprehensive Plan that encourage the coordinated acquisition of key open space lands for long-term protection; and WHEREAS Jefferson County is authorized by RCW 84.34.210 and 84.34.220 to acquire open space land, agricultural and timber lands as defined in RCW 84.34.220: and WHEREAS the Conservation Futures Citizen Oversight Committee has reviewed project applications for 2017 and made its funding recommendations to the Board of County Commissioners in accordance with Jefferson County Code Chapter 3.08: and WHEREAS. under the provisions of the Jefferson County Conservation Futures Program, the Jefferson Land Trust.as project sponsor. requests funding towards the acquisition of a conservation easement on four parcels of agricultural land in Sec. 14 T. 27N, R. 2W with Assessor's Parcel Numbers 702144001, 702144020, 702144021,and 702133027:and WHEREAS. the County retains enough developable land to accommodate the Serendipity Farm project as well as the housing and employment growth that it is expected to receive. thus satisfying the requirements of Chapter 449. Laws of 2005; and WHEREAS. Jefferson County considers it in the best public interest to contribute financially to this open space project. NOW THEREFORE BE IT RESOLVED that: 1. Jefferson County hereby dedicates up to $106,600 in conservation futures funds in the 2017 funding cycle for acquisition expenses contingent on a matching contribution of at least fifty percent(50%)of the total project cost. Resolution No.24-17 re: Dedication of Conservation Futures Funds to Serendipity Farm project 2. This dedication of funding may be nullified if a submittal for reimbursement. accompanied by documentation of matching funds sufficient to complete the acquisition,is not received from the sponsor within three years of the signing of this resolution. APPROVE AND ADOPTED this 'd �"j) �� day of „� �- , 2017 in Port Townsend. Washington. SEAT..: '. ": JEFFERSON COUNTY , BOARD OF COMMISSIONERS '' Kathleen r, C it ATTEST: Davi i r {tkilk6 , � Carolyn A'ery t/` Deputy Clerk of the Board Kate Dean,Member Page 2 of 2