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HomeMy WebLinkAbout090721cabs01 JEFFERSON COUNTY BOARD OF COUNTY COMMISSIONERS AGENDA REQUEST TO: Board of County Commissioners Mark McCauley, Interim County Administrator FROM: Heidi Eisenhour, Commissioner DATE: September 7, 2021 SUBJECT: Grant agreement w/Jefferson Land Trust, Interagency agreement w/DNR STATEMENT OF ISSUE: Jefferson Land Trust (JLT) partnered with Jefferson County in 2009 to lease three Trust Land Transfer (TLT) Properties, which are state trust land, to the County under the Leases. The Leases were made as trust land transfers under the authority of Washington Laws of 2008, chapter 328, Section 3042. The Leases contained a provision whereby the County could purchase the TLT Properties, under certain conditions. On June 9, 2009, JLT and the County entered into a Stewardship Agreement relating to the Quimper Peninsula East Property, the Quimper Peninsula West Property, and the Thorndike Property, whereby JLT agreed to undertake certain reporting, monitoring, and stewardship activities. Now, Jefferson County desires to exercise its authority, with the support and partnership of Jefferson Land Trust, under the Leases to purchase the fee interest of the TLT Properties from the State of Washington, held by the Department of Natural Resources (DNR). The County's purchase of the TLT Properties from the State would satisfy JLT's mission, by bringing the TLT Properties into perpetual conservation. JLT wishes to facilitate the purchase of the TLT Properties by the County, by contributing funds pursuant to this Agreement. The parties desire to take such steps as are necessary to prepare for this transfer and including JLT paying DNR's costs anticipated in preparing this transaction. The first step is entering into this grant agreement with Jefferson Land Trust. Subsequently, potentially concurrently, Jefferson County will enter into an Interagency Agreement (IAA) with DNR. ANALYSIS: The purpose of this Agreement is to facilitate the purchase by the County of one or more of the DNR TLT Properties that were leased by the county in 2009, so these properties can be conserved perpetually. At closing of the County's purchase of any of the TLT Properties from DNR that has been funded by JLT, the County shall record a restrictive covenant on the property, preventing subdivision, while allowing agricultural uses, sustainable forest management, and habitat protections and not converted to a different use from these uses, unless and only if JLT consents. FISCAL IMPACT: Jefferson Land Trust per this agreement is covering costs associated with these transactions. Specifically, not later than 30 days after the effective date of the Interagency Agreement between DNR and Jefferson County, JLT shall pay to the County the $30,000 the County is required to pay DNR for its estimated costs to prepare the transfer of the TLT Properties to Jefferson County and not later than 10 days before the closing of the County's purchase of any of the TLT Properties from DNR in fee simple, JLT shall pay to the County the full amount the County is required to place in escrow for acquiring such TLT Property from DNR, including but not limited to the purchase price of the property. RECOMMENDATION: Approve and sign both of these agreements. REVIEWED BY: e2-/Zi Mark McCaule , nterim County Admini ato Date Grant Agreement Between Jefferson County and the Jefferson Land Trust This Grant Agreement is between Jefferson County,Washington, a municipal corporation(the County), and the Jefferson Land Trust(UBI No. 601 173 681),a non-profit, Section 501(c) corporation registered in the State of Washington(JLT)in consideration of the mutual benefits, terms, and conditions specified below. 1. Purpose. The purpose of this Agreement is to facilitate the purchase by the County of one or more of the TLT Properties, so these properties can be conserved perpetually. 2. Background. 2.1. JLT is a private,non-profit, community-driven conservation organization in Jefferson County.' 2.2. The mission of JLT is to "preserve, protect and steward, in perpetuity, agricultural lands,wildlife habitat and forest lands in Jefferson County,WA." 2.3. Since its incorporation in 1989, JLT has helped communities permanently protect some of the most iconic, productive and ecologically significant land and water of Jefferson County.2 2.4. In partnership with the community, the Land Trust has helped to protect more than 17,100 acres of our area's most important places.3 2.5. JLT's 100-year vision for forestry is that large tracts of working forests are permanently protected for stable and sustainable production, wildlife habitat, scenic viewsheds, ecosystem services and recreational uses.4 2.6. One conservation tool used by the JLT is the full ownership(fee-simple)of a property by the JLT, some other public interest organization, or a government agency. Fee simple ownership can be one of the most effective ways to ensure land is managed in a way that conserves its most important values for future generations. Fee-simple ownership of land provides the greatest level of control over the use and condition of a property.' ,last accessed on July 24.2021. 2 JLT Conservation Plan(2010), _ ' t ,at 5,last accessed on July 24,2021. 3 JLT 2019-20 Report to Our Community,at 12, <..p„ _' last accessed on July 24,2021. 4 "i <�_ ,last accessed on July 24,2021. 5 See JLT Conservation Plan(2010), a,; „ at 10,last accessed on July 24,2021. 2.7. Starting in 1995, JLT has helped conserve the Quimper Wildlife Corridor, "a ribbon of green connecting a string of wetlands and forests that provide habitat for over 200 bird species, amphibians,and mammals"on the Quimper Peninsula.6 2.8. The Thorndyke Watershed was identified as a specific priority area for conservation in the JLT's 2010 Conservation Plan.7 2.9. In 2009, DNR leased the TLT Properties, which are state trust land, to the County under the Leases. The Leases were made as trust land transfers under the authority of Washington Laws of 2008, chapter 328, Section 3042. The Leases contained provision whereby the County could purchase the TLT Properties, under certain conditions. 2.10. On June 9, 2009, JLT and the County entered into a Stewardship Agreement relating to the Quirnper Peninsula East Property, the Quimper Peninsula West Property, and the Thorndike Property, whereby JLT agreed to undertake certain reporting, monitoring activities,and stewardship activates. 2.11. The County desires to exercise its authority under the Leases to purchase the fee interest of the TLT Properties from the State of Washington. The parties desire to take such steps as are necessary to prepare for this transfer and to provide for the payment of DNR's costs anticipated in preparing this transaction. The County and DNR expect to enter into the Interagency Agreement. 2.12. The County's purchase of the TLT Properties from the State would satisfy JLT's mission,by bringing the UT Properties into perpetual conservation. 2.13. JLT wishes to facilitate the purchase of the TLT Properties by the County, by contributing funds pursuant to this Agreement. 3. Effective Date. The Effective Date of this Agreement is the daythe last partysignsthis �' Agreement. 4. Definitions. 4.1. "Agreement"means this Grant Agreement. 4.2. "County"means Jefferson County,Washington, a municipal corporation. 4.3. "DNR"means the Washington State Department of Natural Resources. 4.4. "Effective Date"means the date identified in Section 3 of this Agreement. 6 JLT 2019-20 Report to Our Community,at 9,,t'I.. ,last accessed on July 24,2021. 7 JLT Conservation Plan(2010), ,at 28,last accessed on July 24,2021. 4.5. "Effective Date of the Interagency Agreement"means the date of the last signature of on that agreement. 4.6. "Interagency Agreement" means an agreement in substantially the same form as the July 16, 2021 draft the Interagency Agreement Between Washington State Department of Natural Resources and Jefferson County. 4.7. "JLT"means the Jefferson Land Trust(UBI No. 601 173 681). 4.8. "Leases" means collectively DNR Lease Nos. 60-082210, 60-082211, and 60- 082055. 4.9. "Parties"means collectively the County and JLT. 4.10. "Party"means one of the parties. 4.11. "Quimper East Property"means the portion of a portion of Section 33, T31N, R1 W Jefferson County, Washington Land Description: Government lot 5 of Section 33, Township 31 North, Range 1 West, Willamette Meridian, Jefferson County, Washington, EXCEPT the north 330 feet thereof, as shown and described by that Record of Survey recorded January 11, 1996, in Book 17 of Surveys at Pages123- 128,under Auditor's File No. 387842,Jefferson County records.APN 101 333 002. 4.12. "Quimper West Property"means the portion of a portion of The SEU4 of the SW1/4 and the SW1/4 of the SE1/4 of Section 32, Township 31 North, Range 1 West, Willamette Meridian, Jefferson County, Washington, according to U.S. Government subdivision procedures,APN 101323 004 and 101324 001; TOGETHER WITH Lots 1, 2, 3, 4 and 5 of Block 72 of the Supplementary Plat of Captain Tibbals Lake Park, according to the plat thereof recorded in Volume 2 of Plats at Page 3, records of Jefferson County Washington. APN 999 007 201. 4.13. "Stewardship Agreement" means the Stewardship Agreement between Jefferson County and JLT dated June 9,2009. 4.14. "Thorndike Property" means a portion of Portion of Section 4, T27N, R1E, W.M. Jefferson County, Washington Land Description: Government Lot 3 of Section 4, Township 27 North, Range 1 East, Willamette Meridian, Jefferson County, Washington. APN 721043 008. 4.15. "TLT Properties"means collectively the Quimper East Properties, the Quimper West Properties, and the Thomdike Properties. 4.16. "TLT Property"means one of the TLT Properties. 5. Obligations of the County. At closing of the County's purchase of any of the TLT Properties from DNR that has been funded by JLT pursuant to Section 6 of this Agreement, the County shall record a restrictive covenant on the property, preventing subdivision, while allowing agricultural uses, sustainable forest management, and habitat protections and not converted to a different use from these uses,unless and only if JLT consents. 6. Obligations of JLT. 6.1. Not later than 30 days after the Effective Date of the Interagency Agreement, JLT shall pay to the County the$30,000 the County is required to pay DNR for its estimated costs to prepare the transfer of the TIT Properties to Jefferson County (as currently required in Section 3.C.of the Interagency Agreement). 6.2. Not later than 10 days before the closing of the County's purchase of any of the TLT Properties from DNR in fee simple, JLT shall pay to the County of the full amount the County is required to place in escrow for acquiring such TLT Property from DNR, including but not limited to the purchase price of the property. 7. Contingencies. This Agreement is contingent upon: 7.1. DNR and the County entering into an agreement for the purchase of one or more of the TLT Properties; 7.2. The approval by the Washington State Board of Natural Resources of the sale of one or more of the TLT Properties to the County; and, 7.3. The Board of County Commissioners approving this Agreement. 8. Controlling Law. It is understood and agreed that this Agreement is entered into in the State of Washington. This Agreement shall be governed by and construed in accordance with the laws of the United States, the State of Washington and the County of Jefferson, as if applied to transactions entered into and to be performed wholly within Jefferson County,Washington between Jefferson County residents. No party shall argue or assert that any state law other than Washington law applies to the governance or construction of this Agreement. 9. LitigationlJurisdictionJVenue. Should either party bring any legal action, each party in such action shall bear the cost of its own attorney's fees and court costs. The venue for any legal action shall be solely in the appropriate state court in Jefferson County, Washington, subject to the venue provisions for actions against counties in RCW 36.01.050. 10. Entire Agreement. This Agreement memorializes the entire agreement of the parties. No representation or promise not expressly contained in this Agreement has been made. The parties are not entering into this Agreement based on any inducement, promise or representation, expressed or implied, which is not expressly contained in this Agreement. This Agreement supersedes all prior or simultaneous representations, discussions, negotiations, and agreements,whether written or oral,within the scope of this Agreement. 12.lndemnity. To the extent of its comparative liability, each party agrees to indemnify, defend and hold the other party, its officers, officials, employees, agents and volunteers (and their marital communities), harmless from and against any and all claims, damages, losses and expenses, including but not limited to court costs, attorney's fees and alternative dispute resolution costs, for any personal injury, for any bodily injury, sickness,disease or death and for any damage to or destruction of any property (including the loss of use resulting therefrom) which are alleged or proven to be caused by an act or omission, negligent or otherwise, of its officers, officials, employees, agents or volunteers. A party shall not be required to indemnify, defend, or hold the other party or its officers, officials, employees, agents and volunteers (and their marital communities)harmless if the claim, damage, loss or expense for personal injury, for any bodily injury, sickness, disease or death or for any damage to or destruction of any property (including the loss of use resulting therefrom) is caused by the sole act or omission of the other party or its officers, officials, employees, agents or volunteers. In the event of any concurrent act or omission of the parties and their officers, officials, employees, agents and volunteers, negligent or otherwise, these indemnity provisions shall be valid and enforceable only to the extent of the comparative liability of each party and its officers, officials, employees, agents or volunteers. The parties agree to maintain a consolidated defense to claims made against them and to reserve all indemnity claims against each other until after liability to the claimant and damages, if any, are adjudicated. If any claim is resolved by voluntary settlement and the parties cannot agree upon apportionment of damages and defense costs, they shall submit apportionment to binding arbitration. The indemnification obligations of the parties shall not be limited in any way by the Washington State Industrial Insurance Act, Title 51 RCW, or by application of any other workmen's compensation act, disability benefit act or other employee benefit act. Each party hereby expressly waives any immunity afforded by such acts to the extent required by a party's obligations to indemnify, defend and hold harmless the other party, its officers, officials, employees, agents and volunteers (and their marital communities). A party's waiver of immunity does not extend to claims made by its own employees directly against that party as employer. The indemnity provisions of this section are a material inducement to enter into this Agreement and have been mutually negotiated. The provisions of this section shall survive the expiration or termination of this Agreement. 13.Section Headings. The headings of the sections of this Agreement are for convenience of reference only and are not intended to restrict, affect,or be of any weight in the interpretation or construction of the provisions of the sections or this Agreement. 14.Limits of Anv Waiver of Default. No consent by either party to, or waiver of, a breach by either party, whether express or implied, shall constitute a consent to, waiver of,or excuse of any other,different,or subsequent breach by either party. 15.No Oral Waiver. No term or provision of this Agreement will be considered waived by either party, and no breach excused by either party, unless such waiver or consent is in writing signed on behalf of the party against whom the waiver is asserted. Failure of a party to declare any breach or default immediately upon the occurrence thereof, or delay in taking any action in connection with, shall not waive such breach or default. 16.Order of Precedence. If there is an inconsistency in the terms of this Agreement,or between its terms and any applicable statute or rule, the inconsistency shall be resolved by giving precedence in the following order: Applicable state and federal statutes and rules, local laws and rules,and case law. 17.Severability. Provided it does not result in a material change in the terms of this Agreement, if any provision of this Agreement or the application of this Agreement to any person or circumstance shall be invalid, illegal, or unenforceable to any extent, the remainder of this Agreement and the application this Agreement shall not be affected and shall be enforceable to the fullest extent permitted by law. 18.Binding on Successors, Heirs and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties' successors in interest,heirs and assigns. 19.No Third-party Beneficiaries. The parties do not intend, and nothing in this Agreement shall be construed to mean, that any provision in this Agreement is for the benefit of any person or entity who is not a party. 20.Modification of this Agreement. This Agreement may be amended or supplemented only by a writing that is signed by duly authorized representatives of all the parties. 21.Signature in Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which counterparts together shall constitute the same instrument which may be sufficiently evidenced by one counterpart. Execution of this Agreement at different times and places by the parties shall not affect the validity of this Agreement, so long as all the parties execute a counterpart of this Agreement. 22.Facsimile and Electronic Signatures. The parties agree that facsimile and electronic signatures shall have the same force and effect as original signatures. 23.Arms-Length Negotiations. The parties agree that this Agreement has been negotiated at aims-length,with the assistance and advice of competent,independent legal counsel. 24.Maintenance of Records. The parties shall each maintain books, records, documents and other evidence that sufficiently and properly reflect all direct and indirect costs expended by either party in the performance of this Agreement. These records shall be subject to inspection, review or audit by personnel of both parties, other personnel duly authorized by either party, the Office of the State Auditor, and federal officials so authorized by law. All books,records, documents, and other material relevant to this Agreement will be retained for six years after expiration of agreement. The Office of the State Auditor, federal auditors, the Jefferson County Auditor, and any persons duly authorized by the parties shall have full access and the right to examine any of these materials during this period. If any litigation, claim or audit is started before the expiration of the six (6) year period, the records shall be retained until all litigation, claims, or audit findings involving the records have been resolved. Records and other documents, in any medium, furnished by one party to this Agreement to the other party, will remain the property of the furnishing party, unless otherwise agreed. 25. Public Records Act. Notwithstanding any provisions of this Agreement to the contrary, to the extent any record, including any electronic, audio, paper or other media, is required to be kept or indexed as a public record in accordance with the Washington Public Records Act, Chapter 42.56 RCW (as may be amended), the parties agree to maintain all records constituting public records and to produce such records, within the time frames and parameters set forth in state law. The parties also agrees that upon receipt of any written public record request, each party shall, within two business days, notify the other party by providing a copy of the request per the notice provisions of this Agreement. This Agreement, once executed, will be a "public record" subject to production to a third party if it is requested pursuant to the Washington Public Records Act, Chapter 42.56 RCW (as may be amended). 26.Attachments. Any attachment to this Agreement is part of this Agreement and is incorporated by reference into this Agreement. 27.Representations and Warranties. The parties represent and warrant that: 27.1. Each person signing this Agreement is fully authorized to enter into this Agreement on behalf of the party for whom signature is being made; 27.2. Each party that is a corporate entity is duly organized and validly existing in good standing under the laws of one of the states of the United States of America; 27.3. The making and performance of this Agreement will not violate any provision of law or of any party's articles of incorporation,charter, or by-laws; 27.4. Each corporate party has taken all necessary corporate and internal legal actions to duly approve the making and performance of this Agreement and that no further corporate or other internal approval is necessary; and, 27.5. Each party has read this Agreement in its entirety and know the contents of this Agreement, that the terms of this Agreement are contractual and not merely recitals, and that they have signed this Agreement, having obtained the advice of legal counsel. (SIGNATURES FOLLOW ON THE NEXT PAGE) JEFFERSON COUNTY WASHINGTON JEFFERSON LAND TRUST Board of County Commissioners Jefferson County, Washington 6:yzatei By: By: Kate Dean,Chair Date Richard Tucker, Date Executive Director By: Greg Brotherton,Commissioner Date By: Heidi Eiscnhour,Commissioner Date SEAL: ATTEST: Carolyn Galloway Date Clerk of the Board Approved as to form only: 1? Cs j-44-46-42--- %./ August 20, 2021 Philip C. Hunsucker Date Chief Civil Deputy Prosecuting Attorney INTERAGENCY AGREEMENT BETWEEN Washington State Department of Natural Resources AND Jefferson County This Interagency Agreement("Agreement") is entered into by the Washington State Department of Natural Resources ("DNR") and Jefferson County, together the"Parties," as of the date of last signature ("Effective Date"). DNR and Jefferson County enter into this Agreement under Chapter 39.34 RCW, the Interlocal Cooperation Act. DNR leased state trust land, known as Quimper West, Quimper East, and Thorndyke, located in Jefferson County ("TLT Properties"), under DNR Lease Nos. 60-082210, 60-082211, and 60- 082055, to Jefferson County in 2009. The leases were made as trust land transfers under the authority of Washington Laws of 2008, chapter 328, Section 3042. Jefferson County desires to exercise its authority under the Leases to purchase the fee interest of the TLT Properties from the State of Washington. The Parties desire to take such steps as are necessary to prepare for this transfer and to provide for the payment of DNR's costs anticipated in preparing this transaction. The Parties hereby agree as follows: 1. PURPOSE The purpose of this Agreement is to facilitate the transfer of the TLT Properties by allocating responsibilities, including responsibility for the costs to prepare the transaction, between the Parties before the Parties enter a purchase and sale agreement, and to set forth the Parties' agreement as of the Effective Date on some of the terms to be included in the purchase and sale agreement. 2. PROJECT REPRESENTATIVES. (1) The Project Representative for DNR is: Bob Winslow, Transaction Project Manager, robert.winslow(a�dnr.wa.gov; Cell 360-480-7803 (2) The Project Representative for Jefferson County is: IAA No.92-102278 Page 1 of 20 3/4/2013 Philip Morley, County Administrator, pmorley@co.jefferson.wa.us Work Phone 360-385-9383 3. RESPONSIBILITIES A. Appraisal Process. DNR will select the Appraiser and Review Appraiser in its sole discretion. DNR shall submit the approved value to Jefferson County. Jefferson County will also receive a copy of the appraisal or appraisal review prior to finalizing any Purchase and Sale Agreement or Closing the transaction. In accordance with RCW 79.11.100, Jefferson County shall not rely upon the appraisal prepared by DNR for the purposes of deciding whether to purchase the TLT Properties. Jefferson County shall make its own independent appraisal. B. Parcel Segregation. If sale of the TLT Properties creates a separate tax lot (e.g., if any of the TLT Properties are a portion of a larger parcel), Jefferson County shall either obtain a survey, if needed, or reimburse DNR's costs to survey the property. If DNR performs the survey, the cost to survey will be added to costs set forth in subsection 3C, Costs. Jefferson County shall complete any forms and petitions and pay any fees required by local government. DNR may provide technical assistance to Jefferson County as needed. C. Costs. The Parties agree that Jefferson County shall pay DNR's costs to prepare the transfer of the TLT Properties to Jefferson County, including but not limited to appraisal, staff time, and incidental costs. By agreeing to the terms of this subsection, the Parties intend to meet the requirements of RCW 39.34.130. The Parties estimate DNR's costs will be approximately$30,000. Payment by Jefferson County shall not exceed this amount unless the Parties agree to a higher amount prior to the commencement of any work that will cause the maximum payment to be exceeded. Jefferson County shall deposit with DNR $30,000 within 45 days of the Effective Date. DNR will not order the appraisal until the funds have been received. Any portion of the $30,000 not used to cover DNR's costs to prepare the transaction shall be refunded to Jefferson County. Should Jefferson County request that DNR survey the TLT Properties under Section 3B, Parcel Segregation, the cost of the survey(s) shall be paid by Jefferson County and shall be in addition to the $30,000 set forth herein. 4. ADDITIONAL AREAS OF AGREEMENT A. Approvals. (1) Board of Natural Resources Approval. The proposed transfer of the TLT Properties is subject to approval by the Board of Natural Resources. DNR will not present the transaction to the Board for its approval until the Parties have entered a purchase and sale agreement, substantially in the form attached as Exhibit A, and DNR has received notice and documentation of approval of the transaction by the governing body of Jefferson County as provided in subsection (2). (2) Jefferson County Approval. The proposed acquisition of the TLT Properties is subject to approval by Jefferson County's governing body. Prior to DNR presenting this proposal to the Board of Natural Resources, Jefferson County shall notify DNR of the approval by its governing body of its acquisition of the TLT Properties and its authority to accept the TLT Properties at closing. Jefferson County shall provide DNR the documents necessary to demonstrate this approval and authority. IAA No.92-102278 Page 2 of 20 3/4/2013 B. Reservations. DNR will reserve minerals pursuant to RCW 79.11.210. DNR will reserve the ability to purchase access if needed at a future date pursuant to RCW 79.36.370. C. Prorations. All rents and other income, if any, and water, sewer, utility and any other expenses relating to the property shall be prorated as of Closing. D. Deed/Title Insurance. Title will be conveyed by quitclaim deed. Jefferson County may acquire title insurance for the property at its own expense. State will not provide title insurance. E. Seller's Disclosure Statement. If and to the extent the property is commercial real estate, unimproved residential real property, or improved residential real property, as such terms are used in Chapter 64.06 RCW, Jefferson County will be required to waive the right to receive a seller's disclosure statement under Chapter 64.06 RCW. However, to the extent that DNR has actual knowledge of conditions on the property that would result in a "yes" answer to any of the questions in the Environmental section of the disclosure forms, DNR shall provide a completed copy of that section to Jefferson County. F. Closing. Closing shall be carried out at DNR's Olympia office. Jefferson County acknowledges that DNR is acting as an interested party in preparing documents for, and closing, this transaction; escrow will not be formed. G. Timing. Land sales and transfers typically take from nine to 12 months to complete, depending on complexity. 5. PERIOD OF PERFORMANCE Subject to its other provisions, the period of performance of this Agreement shall commence on May 15, 2021, and be completed on December 30, 2022, unless terminated sooner as provided in this Agreement, or extended through a properly executed amendment. 6. AMENDMENT This Agreement may be amended by mutual agreement of the parties. Such amendments shall not be binding unless they are in writing and signed by personnel authorized to bind each of the parties. 7. ASSIGNMENT The work to be provided under this Agreement, and any claim arising under this Agreement, is not assignable or delegable by either party in whole or in part, without prior written consent of the other party, which consent shall not be unreasonably withheld. 8. ASSURANCES The Parties agree that all activity pursuant to this Agreement shall be in accordance with all applicable federal, state, and local laws and rules as they currently exist or as amended. 9. DISPUTES In the event a dispute arises under this Agreement, it shall be determined by a Dispute Board in the following manner: Each party to this Agreement shall appoint one member to the Dispute Board. The members so appointed shall jointly appoint an additional member to the Dispute Board. The Dispute Board shall evaluate the facts, Agreement terms, IAA No.92-102278 Page 3 of 20 3/4/2013 applicable statutes and rules, and make a determination of the dispute. The determination of the Dispute Board shall be final and binding on both Parties. 10. GOVERNING LAW AND VENUE This Agreement shall be construed and interpreted in accordance with the laws of the state of Washington and the venue of any action brought under this Agreement shall be in Superior Court for Thurston County. 11. MAINTENANCE OF RECORDS The Parties shall each maintain books, records, documents and other evidence that sufficiently and properly reflect all direct and indirect costs expended by either party in the performance of the service(s) described herein. These records shall be subject to inspection, review or audit by personnel of both parties, other personnel duly authorized by either party, the Office of the State Auditor, and federal officials so authorized by law. All books, records, documents, and other material relevant to this Agreement will be retained for six years after expiration of agreement. The Office of the State Auditor, federal auditors, and any persons duly authorized by the parties shall have full access and the right to examine any of these materials during this period. If any litigation, claim or audit is started before the expiration of the six(6)year period, the records shall be retained until all litigation, claims, or audit findings involving the records have been resolved. Records and other documents, in any medium, furnished by one party to this Agreement to the other party, will remain the property of the furnishing party, unless otherwise agreed. The receiving party will not disclose or make available any confidential information to any third parties without first giving notice to the furnishing party and giving it a reasonable opportunity to respond. Each party will utilize reasonable security procedures and protections to assure that records and documents provided by the other party are not erroneously disclosed to third parties. However, the parties acknowledge that State Agencies are subject to chapter 42.56 RCW, the Public Records Act. 12. ORDER OF PRECEDENCE If there is an inconsistency in the terms of this Agreement, or between its terms and any applicable statute or rule, the inconsistency shall be resolved by giving precedence in the following order: Applicable state and federal statutes and rules, local laws and rules, and case law. 13. RESPONSIBILITIES OF THE PARTIES Each party to this Agreement hereby assumes responsibility for claims and/or damages to persons and/or property resulting from any act or omissions on the part of itself, its employees, its officers, and its agents. Neither party assumes any responsibility to the other party for the consequences of any claim, act, or omission of any person, agency, firm, or corporation not a party to this Agreement. 14. SEVERABILITY If any term or condition of this Agreement is held invalid, such invalidity shall not affect the validity of the other terms or conditions of this Agreement. 15. TERMINATION IAA No.92-102278 Page 4 of 20 3/4/2013 A. Purchase and Sale Agreement. This Agreement shall terminate when the Parties have each signed the purchase and sale agreement, except that Jefferson County's obligation to pay DNR's costs of preparing this transaction under subsection 3C, Costs, shall survive the Parties'entry into the purchase and sale agreement to the extent any costs are unpaid at the time of signing. B. Termination for Cause. If for any cause either party does not fulfill in a timely and proper manner its obligations under this Agreement, or if either party violates any of these terms and conditions, the aggrieved party will give the other party written notice of such failure or violation. The responsible party will be given the opportunity to correct the violation or failure within 15 working days. If the failure or violation is not corrected, this Agreement may be terminated immediately by written notice of the aggrieved party to the other. C. Termination for Convenience. Either party may terminate this Agreement upon 30 calendar days'prior written notification to the other party. If this Agreement is so terminated,the parties shall be liable only for performance rendered or costs incurred in accordance with the terms of this Agreement prior to the effective date of termination. 16. WAIVER A failure by either party to exercise its rights under this Agreement shall not preclude that party from subsequent exercise of such rights and shall not constitute a waiver of any other rights under this Agreement. Waiver of any default or breach shall not be deemed to be a waiver of any subsequent default or breach. Any waiver shall not be construed to be a modification of the terms of this Agreement unless stated to be such in writing and signed by personnel authorized to bind each of the parties. 17. ALL WRITINGS CONTAINED HEREIN This Agreement contains all the terms and conditions agreed upon by the parties. No other understanding, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind any of the parties hereto. IN WITNESS WHEREOF, the parties have executed this Agreement. Jefferson County State of Washington Department of Natural Resources (Signature) (Date) (Signature) (Date) (Print Name) (Print Name) (Title) (Title) APPROVED AS TO FORM ONLY 8/30/2021 Philip C.Hunsucker,Chief Civil DPA (Date) Approval on File 4/29/2021 Office of the Attorney General (Date) IAA No.92-102278 Page 5 of 20 3/4/2013 Exhibit A Purchase and Sale Agreement Template STATE OF WASHINGTON DEPARTMENT OF NATURAL RESOURCES HILARY S.FRANZ,COMMISSIONER OF PUBLIC LANDS AGREEMENT FOR PURCHASE AND SALE OF REAL ESTATE THIS AGREEMENT is made as of the day of , 20 , by and between the STATE OF WASHINGTON, acting by and through the Department of Natural Resources ("State") and JEFFERSON COUNTY, ("Purchaser"). WHEREAS, State is the owner of certain real property known as Quimper East, Quimper West, and Thorndyke located in Jefferson County, Washington;and WHEREAS, State desires to convey the real property to Purchaser, and Purchaser desires to acquire the real property; NOW,THEREFORE, in exchange for the mutual promises and covenants herein contained, and other good and valuable consideration,the mutual receipt and sufficiency of which is hereby acknowledged by Purchaser and State, it is agreed as follows: SECTION 1 PROPERTY 1.1 Property to be Sold. State shall sell and convey to Purchaser, and Purchaser shall purchase and accept from State,all subject to the terms, conditions and contingencies of this Agreement,that certain real property located in Jefferson County,Washington,the legal description of which is set forth on Exhibit A,together with all easements,rights-of-way and other rights appurtenant to said real property. The foregoing property and rights and interests described above are collectively referred to herein as the"Property." 1.2 Reservation. This sale is subject to the reservation of oils,gases,and minerals and easements for removal of valuable materials as prescribed in RCW 79.11.210 and in RCW 79.36.370. SECTION 2 PAYMENT 2.1 Purchase Price. Purchaser shall pay State the Purchase Price of {INSERT the written format for the dollar amount of the purchase price} U.S.Dollars($ ) {INSERT the numeric format for the dollar amount of the purchase price} and other charges owed by Purchaser described in Section 10.2 below in cash sufficiently in advance of Closing to facilitate certification of payment to the Governor and issuance of the deed,but in no event shall the Purchase Price be paid later than forty five (45)days after approval of this sale by the Board of Natural Resources. 2.2. No Interest. Any deposits or advance payments made by Purchaser under this Agreement shall be held by the state treasurer without interest. IAA No.92-102278 Page 6 of 20 SECTION 3 CLOSING 3.1 Date. The "Closing Date," "Closing,"or"Date of Closing,"as those terms are used herein, shall mean the date upon which all monies are paid and all documents are recorded. Closing shall be as soon as practical for State to issue a quitclaim deed from the Governor's Office upon confirmation that the entire Purchase Price shall have been paid to the State Treasury and all terms, conditions and contingencies have been met. Closing shall not occur later than ninety(90)days after approval of this sale by the Board of Natural Resources unless otherwise agreed in writing by the parties. 3.2 Place. Closing shall be carried out at the Olympia office of the Department of Natural Resources. Purchaser acknowledges that State is acting as an interested party in preparing documentation for and closing this sale; State is not acting as an escrow. Purchaser should consult an attorney regarding the legal effects of this transaction. SECTION 4 CONVEYANCE,TITLE INSURANCE AND POSSESSION 4.1 Possession. Purchaser shall be entitled to possession of the Property on the Closing Date. 4.2 Form of Deed. State shall convey title to the Property to Purchaser by quitclaim deed executed by the Governor of the State of Washington. Said deed shall be in the same form and format as Exhibit B, attached hereto and incorporated by this reference herein. 4.3 Title Insurance. State shall not furnish a policy of title insurance. Purchaser may procure title insurance at its sole expense. To exercise the termination rights hereafter set out,Purchaser must obtain a preliminary commitment of title insurance(Preliminary Commitment)within ten(10)days after the date of this Agreement. Within ten(10)days of receipt of the Preliminary Commitment, Purchaser must notify State in writing of any objections to exceptions listed on the Preliminary Commitment("Objection Notice"). Failure to object to an exception shall be deemed an approval of such exception. State shall,without obligation,attempt to remove any exception to which Purchaser has objected within thirty(30)days of receipt of the Objection Notice("Cure Period"). If State has not cured such objections within the Cure Period, State shall so notify Purchaser("Notice of Non-Cure"). Within ten(10)days of receipt of the Notice of Non-Cure,Purchaser shall elect to terminate in writing this Agreement without further obligations of either party or to waive such objection(s)and proceed to Closing. Failure to notify State of Purchaser's intent to terminate shall be deemed an election to waive the right to terminate. The right of termination as provided in this Section 4 shall be Purchaser's exclusive remedy for title encumbrances. Upon election to terminate,Purchaser shall be entitled to a refund of any deposit. SECTION 5 RIGHTS AND OBLIGATIONS AFTER ACCEPTANCE 5.1 Inspection. Following the date of this Agreement,and with two(2)business days'prior notice, State shall permit Purchaser and/or its designated agents to enter upon the Property at all reasonable times for the purpose of investigating the Property, and the physical condition thereof, including without limitation,the condition of improvements, if any, located upon the Property. Purchaser shall not conduct any invasive testing of the soils without prior written consent of State. IAA No.92-102278 Page 7 of 20 5.2 Indemnification and Hold Harmless Regarding Purchaser's Inspection. Purchaser agrees to indemnify, defend with counsel acceptable to State,and release State, its officers, agents, and employees from any and all claims, liens or costs,damages, fees and expenses(including but not limited to attorney and paralegal fees, costs and expenses, including costs and fees incurred on appeal and in bankruptcy,as well as consultant fees and costs)arising out of or relating to the actions of Purchaser and actions of Purchaser's agents or employees in exercising such rights of entry or inspections under this Agreement. Purchaser will be responsible for the payment of any fines or penalties charged against State or Purchaser,or for any employees or equipment while under Purchaser's control,employment, or direction,related to activities under Sections 5.1 above and 5.3 below. 5.3 Reports and Studies. (a) Subject to the conditions set forth above,Purchaser shall have the right to prepare, or have prepared,engineering studies, feasibility studies, surveys,resurveys or survey updates,environmental reviews, studies or investigations all of which are also collectively referred to as the "Purchaser's Studies"with respect to the Property. All information discovered by Purchaser through Purchaser's Studies shall be deemed to have been disclosed by State. (b) Further,with respect to Purchaser's Studies,Purchaser agrees that it is not acting as the agent of State,and that Purchaser's contractors, architects,engineers, or other consultants are solely employed by Purchaser to perform the studies for the benefit of Purchaser. Purchaser further shall provide written notice to each contractor,architect,engineer and other consultant of these facts,which notice shall also instruct these parties not to file any liens or notices against the Property prior to Closing. Purchaser shall ask each party to acknowledge receipt of the notice. Purchaser shall supply State with a written list of each party to whom this notice was sent within ten(10)days of their issuance, as well as a copy of each notice as acknowledged by the party to whom it was given or sent. (c) In the event that Purchaser does not complete the purchase contemplated in this Agreement,Purchaser shall immediately provide State with Purchaser's Studies at no cost to State. (d) Purchaser shall have the right to examine studies and reports, if any, prepared by State or its consultants, excluding appraisal reports(all of which are collectively referred to as "State's Studies"). 5.4 Condition of Purchase. If Purchaser's Studies indicate the Property is not reasonably suitable for the intended use by Purchaser or the Property presents an unreasonable risk to Purchaser of liability associated with hazardous substances, Purchaser may terminate this Agreement without further obligation, and Purchaser shall be refunded any deposit. Purchaser shall give State written notice of Purchaser's decision to terminate within thirty(30)days of the date of this Agreement. The termination notice shall specify the problems identified. In the event Purchaser fails to give State such written notice,this termination right shall expire. SECTION 6 DESTRUCTION OR CONDEMNATION IAA No.92-102278 Page 8 of 20 State shall bear the risk of loss until Closing. If on or before the Closing Date either the Property is materially damaged, or condemnation proceedings are commenced with respect to the Property,Purchaser shall elect either to terminate this Agreement or to purchase the Property. Purchaser must give written notice of such election to State within fifteen(15)days of Purchaser's knowledge of such damage or condemnation. Failure to give State notice of Purchaser's election to terminate shall be deemed an election to purchase. If Purchaser elects to terminate this Agreement,any deposit shall be returned to Purchaser, and all rights and obligations of Purchaser and State shall terminate. If Purchaser elects to purchase the Property, Purchaser shall be entitled to the insurance proceeds, if any, or to the condemnation award either of which shall be without adjustment to the Purchase Price. Damage shall be deemed "material" if it cannot be repaired or replaced within ninety(90)days or it represents more than ten percent(10%)of the Purchase Price. SECTION 7 CONDITION OF THE PROPERTY 7.1 As Is. The Property is sold "AS IS, WHERE IS." Purchaser is encouraged to examine the Property to ascertain the condition of the Property, including but not limited to the existence of encumbrances, encroachments,etc. State does not make and specifically disclaims any warranties, express or implied, including any warranty of merchantability or fitness for a particular purpose about the Property, including but not limited to any improvements located thereon. No employee or agent of State is authorized to make any warranty or representation to the contrary. The foregoing specifically disclaims warranties with respect to the existence or nonexistence of any pollutants, contaminants,or hazardous waste or claims based thereon arising out of the actual or threatened discharge, disposal, seepage,migration, or escape of such substances at, from, or into the Property. 7.2 Release/Indemnity. Purchaser hereby fully releases State from any and all liability to Purchasers arising out of or related to the condition of the Property prior to, at, or after Closing, including but not limited to the deposit or release of hazardous or toxic wastes or material, pollutants,and the following known or suspected defects:NONE. It is the intent of the parties that this constitutes a full and final release of any and all claims concerning any substance including,but not limited to,hazardous substances. This release extends to and includes any action for contribution for any environmental remedial action. Purchaser agrees to indemnify,defend with counsel acceptable to State,and release State with respect to,but not limited to any claims,damages, liabilities,penalties(civil or criminal), and any other costs,including attorneys'fees and costs imposed or related to any hazardous,toxic, dangerous, or harmful substances on the Property deposited or released after Closing. 7.3 Waiver of Seller's Disclosure. If and to the extent that the Property is used for residential purposes or is zoned for residential use,the Purchaser hereby agrees to waive the right to receive a seller's disclosure statement pursuant to RCW Chapter 64.06. Notwithstanding the foregoing,to the extent that the State has actual knowledge of conditions on the Property that would result in a"yes"answer to any of the questions in the Environmental section of the statutory disclosure form, State shall provide a completed copy of that section of the disclosure statement to Purchaser. 7.4 Notice of Possible Proximity to Farming Operations. This notice is to inform Purchaser that the Property being purchased may lie in close proximity to a farm. The operation of a farm IAA No.92-102278 Page 9 of 20 involves usual and customary agricultural practices,which are protected under RCW 7.48.305, the Washington right to farm act. SECTION 8 ASSESSMENTS Purchaser shall buy the Property subject to any assessment remaining unpaid at Closing. SECTION 9 STATE CONTINGENCY State's obligations are contingent upon the following: (a) approval of the sale by the Board of Natural Resources which shall be made at their sole discretion;and (b) performance prior to or at Closing of all other acts and payments required of Purchaser under this Agreement. SECTION 10 CLOSING AND CLOSING COSTS Prior to or at Closing the parties shall do the following: 10.1 State. (a) issue a duly executed quitclaim deed conveying title to the Property within a reasonable time after confirmation of receipt of the Purchase Price by the State Treasury; (b) sign a Real Estate Excise Tax Affidavit; (c) provide any other documents necessary to consummate this agreement; and (d) pay prorations to the extent required and determinable. 10.2 Purchaser. (a) pay the Purchase Price into the State Treasury as set forth in Subsection 2.1; (b) sign a Real Estate Excise Tax Affidavit; (c) provide any other documents necessary to consummate this Agreement; (d) pay all sums and prorations to the extent required under this Agreement and determinable;and (e) pay the cost of recording the deed and the county processing fee for filing the Real Estate Excise Tax Affidavit. 10.3 Prorations. All rents and other income, if any, and water, sewer,utility and maintenance charges and any other expenses(excluding local improvement assessment as provided under IAA No.92-102278 Page 10 of 20 Section 8)with respect to the operation of the Property levied against the Property shall be prorated between Purchaser and State as of the Closing Date. To the extent information is then available, such prorations shall be calculated and paid as of Closing. Such prorations shall be adjusted and completed after the Closing Date, if necessary, as and when complete information becomes available, and State and Purchaser agree to cooperate and use their best efforts to complete such prorations not later than sixty(60)days after the Closing Date. No insurance proration shall be made. SECTION 11 SURVIVAL The obligations not satisfied at Closing or intended to continue beyond Closing shall not be deemed to have merged in the deed. SECTION 12 REAL ESTATE COMMISSION Purchaser shall pay any real estate commission payable in connection with this transaction. Any real estate agent or broker acting in this transaction shall be deemed to be the sole agent of Purchaser. SECTION 13 NOTICES All notices required or permitted to be given hereunder shall be in writing and shall be deemed given upon personal service or deposit in the United States first class mail,postage prepaid, and addressed as follows: To Purchaser: Jefferson County Office of the County Administrator Attn: Philip Morley 1820 Jefferson Street P.O. Box 1220 Port Townsend, WA 98368 To State: Department of Natural Resources Conservation,Recreation and Transactions Division Attn: Bob Winslow PO Box 47014 Olympia, WA 98504-7014 Facsimile: (360)902-1789 The foregoing addresses may be changed by written notice. IAA No.92-102278 Page 11 of 20 SECTION 14 MISCELLANEOUS 14.1 Entire Agreement. This Agreement constitutes the entire Agreement between the parties. No prior and contemporaneous negotiations, understandings and agreements,whether oral or written shall be deemed to exist or bind any of the parties hereto. 14.2 Binding Nature;Assignment of Rights. All rights and obligations arising out of this Agreement shall inure to the benefit of and be binding upon the respective assigns, if any,of the parties hereto. However,this Agreement shall not be assignable by Purchaser without the prior written consent and acceptance by State,which shall be at State's sole and absolute discretion. 14.3 Washington Law. This Agreement shall be construed, interpreted,and enforced pursuant to the laws of the state of Washington and venue shall be in Thurston County. The terms of this Agreement shall be given their ordinary meaning and shall not be construed in favor of or against either party hereto. 14.4 Time of the Essence. Time is of the essence in this Agreement. No waiver or consent to any breach or other default in the performance of anyof the terms of this Agreement shall be deemed to �' constitute a waiver of any subsequent breach of the same or any other term or condition hereof. In the event time for performance falls on a weekend or legal holiday designated by the United States or Washington State,performance shall be deemed to be timely rendered if so rendered on the next business day. 14.5 Captions. The captions and section headings hereof are inserted for convenience purposes only and shall not be deemed to limit or expand the meaning of any section. 14.6 Invalidity. If any provisions of this Agreement shall be invalid, void or illegal, it shall in no way affect, impair or invalidate any of the other provisions hereof. 14.7 Counterparts. This Agreement may be signed in counterparts, any one of which shall be deemed an original. 14.8 Date of Agreement. The date of this Agreement shall be the date on which the last party executes this Agreement. Said date shall be inserted on the first page hereof when such date is determined. 14.9 Good Faith. Both parties shall act reasonably and in good faith in order to consummate this transaction. 14.10 Authorization. Purchaser and the person(s)executing this Agreement on behalf of Purchaser represent and warrant that they are authorized to do so and that this is a legal,valid,and binding obligation on behalf of Purchaser,and is enforceable against Purchaser in accordance with its terms. 14.11 Default. In the event of default,neither party shall be liable for consequential damages. 14.12 Attorneys' Fees and Costs. If either party brings suit or submits to an alternative dispute process to interpret or enforce any provision of the agreement,the prevailing party shall be entitled to reasonable attorney fees, paralegal fees, accountant and other expert witness fees and all other fees, costs and expenses actually incurred in connection therewith, including those incurred on appeal, in IAA No.92-102278 Page 12 of 20 addition to all other amounts provided by law,regardless of whether the matter proceeds to judgment or is resolved by the defaulting party curing the default. 14.13 Submission. This Agreement must be executed by Purchaser,and an original delivered to State, at the address set forth in this Agreement,on or before 4:00 p.m.on[ 1,to be considered by State. This Agreement shall not be binding upon State until signed by an authorized representative of the State. IAA No.92-102278 Page 13 of 20 IN WITNESS WHEREOF,the parties have executed this Agreement as of the day and year first above written. PURCHASER: JEFFERSON COUNTY Dated: By: Title: STATE: STATE OF WASHINGTON DEPARTMENT OF NATURAL RESOURCES Dated: By: Hilary S.Franz Commissioner of Public Lands Approved as to form this 30th day of August, Affix the Seal of the Commissioner 2021: of Public Lands Philip C. Hunsucker, Chief Civil Deputy Prosecuting Attorney Approved as to Form this day of , 20 Assistant Attorney General State of Washington IAA No.92-102278 Page 14 of 20 PUBLIC AGENCY ACKNOWLEDGMENT STATE OF WASHINGTON ) ) ss COUNTY OF ) On this day of , 20 , personally appeared before me to me known to be the of the public agency that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that authorized to execute said instrument for said corporation and that the seal affixed is the corporate seal of the said corporation. IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year first above written. Notary Public in and for the State of Washington, residing at My appointment expires IAA No.92-102278 Page 15 of 20 STATE ACKNOWLEDGMENT STATE OF WASHINGTON ) ) ss COUNTY OF THURSTON ) On this day of , 20 , personally appeared before me HILARY S. FRANZ, to me known to be the Commissioner of Public Lands, and administrator of the Department of Natural Resources of the State of Washington,that he executed the within and foregoing instrument on behalf of the State of Washington, and acknowledged said instrument to be the free and voluntary act and deed of the State of Washington for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument and that the seal affixed is the official seal of the Commissioner of Public Lands for the State of Washington. IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year first above written. Notary Public in and for the State of Washington, residing at My appointment expires IAA No.92-102278 Page 16 of 20 EXHIBIT A QUIMPER EAST, QUIMPER WEST, THORNDYKE—DIRECT TRANSFER Legal Descriptions Quimper East Government lot 5 of Section 33, Township 31 North, Range 1 West, Willamette Meridian, Jefferson County, Washington, EXCEPT the north 330 feet thereof, as shown and described by that Record of Survey recorded January 11, 1996, in Book 17 of Surveys at Pages123-128, under Auditor's File No. 387842, Jefferson County records. Quimper West The SE1/4 of the SW1/4 and the SW1/4 of the SE1/4 of Section 32, Township 31 North, Range 1 West, Willamette Meridian, Jefferson County, Washington, according to U.S. Government subdivision procedures, TOGETHER WITH Lots 1, 2, 3, 4 and 5 of Block 72 of the Supplementary Plat of Captain Tibbals Lake Park, according to the plat thereof recorded in Volume 2 of Plats at Page 3, records of Jefferson County Washington. Thorndyke Government Lot 3 of Section 4, Township 27 North, Range 1 East, Willamette Meridian, Jefferson County, Washington. IAA No.92-102278 Page 17 of 20 EXHIBIT B QUIMPER EAST, QUIMPER WEST, THORNDYKE—DIRECT TRANSFER Form of Deed AFTER RECORDING RETURN TO: Department of Natural Resources Conservation,Recreation and Transactions Division Attn:Bob Winslow PO Box 47014 Olympia,WA 98504-7014 QUITCLAIM DEED Jefferson County Grantor: State of Washington, acting by and through the Department of Natural Resources. Grantee: Jefferson County, Washington Abbreviated Legal Desc: (put in abbreviated legal description) Tax Parcel#: (put in affected tax parcel#s) THE GRANTOR, STATE OF WASHINGTON, acting by and through the Department of Natural Resources, for and in consideration of the sum of(USE UPPER CASE LETTERS FOR WRITTEN AMOUNT) Dollars ($(#)), hereby conveys and quitclaims to JEFFERSON COUNTY, GRANTEE, all interest in the real property situated in Jefferson County, Washington, and described in Exhibit A, attached hereto, which by this reference is made a part hereof. The above-described lands are subject to that certain statutory reserved right as set forth in RCW 79.36.370 and to the following reservation: The Grantor hereby expressly saves, excepts, and reserves out of the grant hereby made, unto IAA No.92-102278 Page 18 of 20 itself and its successors and assigns forever, all oils, gases, coal, ores, minerals, and fossils of every name, kind, or description, and which may be in or upon said lands above described, or any part thereof, and the right to explore the same for such oils, gases, coal, ores, minerals, and fossils; and it also hereby expressly saves and reserves out of the grant hereby made, unto itself and its successors and assigns forever, the right to enter by itself or its agents, attorneys, and servants upon said lands, or any part or parts thereof, at any and all times, for the purpose of opening, developing, and working mines thereon, and taking out and removing therefrom all such oils, gases, coal, ores, minerals, and fossils, and to that end it further expressly reserves out of the grant hereby made, unto itself, its successors and assigns, forever, the right by its or their agents, servants, and attorneys at any and all times to erect, construct, maintain, and use all such buildings, machinery, roads, and railroads, sink such shafts, remove such soil, and to remain on said lands or any part thereof for the business of mining and to occupy as much of said lands as may be necessary or convenient for the successful prosecution of such mining business, hereby expressly reserving to itself and its successors and assigns, as aforesaid, generally, all rights and powers in, to, and over said land, whether herein expressed or not, reasonably necessary or convenient to render beneficial and efficient the complete enjoyment of the property and the rights hereby expressly reserved. No rights shall be exercised under the foregoing reservation, by the state or its successors or assigns, until provision has been made by the state or its successors or assigns,to pay to the owner of the land upon which the rights reserved herein to the state or its successors or assigns, are sought to be exercised, full payment for all damages sustained by said owner, by reason of entering upon said land: PROVIDED, That if said owner from any cause whatever refuses or neglects to settle said damages, then the state or its successors or assigns, or any applicant for a lease or contract from the state for the purpose of prospecting for or mining valuable minerals, or option contract, or lease, for mining coal,or lease for extracting petroleum or natural gas, shall have the right to institute such legal proceedings in the superior court of the county wherein the land is situate, as may be necessary to determine the damages which said owner of said land may suffer. IAA No.92-102278 Page 19 of 20 This Deed is executed and delivered pursuant to RCW 79.02.270 at the request of the Commissioner of Public Lands with the approval of the Board of Natural Resources, State of Washington. WITNESS the Seal of the State of Washington,affixed this day of ,20 GOVERNOR ATTEST: SECRETARY OF STATE Approved as to form this 30th day of August, 2021: Philip C. Hunsucker, Chief Civil Deputy Prosecuting Attorney Approved as to form this day of ,20 . Assistant Attorney General State Deed No.(#) State Record of Deeds,Volume(#),Page(#). Transaction File No.02-(#) (Including acknowledgement and exhibit(s)) IAA No.92-102278 Page 20 of 20