HomeMy WebLinkAboutJefferson Land Trust - 090721 . tea-tn t7
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Grant Agreement Between Jefferson County
and the Jefferson Land Trust
A
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.5
,2 o.y--tE)ry mission;,last accessed on July 24.2021.
2 JLT Conservation Plan(2010),httris
tuonPlan 1oRes �dt,at 5,last accessed on July 24,2021.
3 JLT 2019-20 Report to Our Community,at 12,hops 11saveland.oral;`-content,ujwauti__U'u;u9 2v 9-20-R2C-
,last accessed on July 24,2021.
4 .,'nservation-visio:: ,last accessed on July 24,2021.
5 See JLT Conservation Plan(2010),'ittilt,:://www.sal,eianu.or,;o\s:
onservationPlan LoRes.pdt,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. to 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 Quimper 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 TLT 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 day the last party signs this
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,
,last accessed on July 24,2021.
7 JLT Conservation Plan(2010),
Consen=atmnPlan I c'R s PN ,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, T3 1N, 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 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, 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. "Thomdike 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 Count. 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 TLT 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. Litigation/Jurisdiction/Venue. 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. Indemnity. 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 Any 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
arms-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
r
By: ci/7/2 t
By:
Kat eal? , air Date Richard Tucker, Date
Executive Director
By:— oil/2i
GreBrotherton,Commissioner Date
By: 1.-CA
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• z• witioutlakhour,Commissioner Date
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Carolynballoway Date
Clerk of the Board ,
Approved as to form only:
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CO- C ,'"I'46.411 ---
August 20, 2021
Philip C. Hunsucker Date
Chief Civil Deputy Prosecuting Attorney
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,
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:
,K 7/2-/Z7
Mark McCaule , nterim County Admini ato Date
CONTRACT REVIEW FORM
(INSTRUCTIONS ARE ON THE NEXT PAGE)
CONTRACT WITH: -4nter local•:Jefferson Land Trust '— BoCC082021
(Name of Contractor/Consultant) Contract No.
COUNTY DEPARTMENT: BOCC
Contact Person: Julie Shannon
Contact Phone: x384
Contact email: ishannonco.iefferson.wa.us
AMOUNT: $30,000 PROCESS: Exempt from Bid Process
Revenue: $30,000 _ Cooperative Purchase
Expenditure: _ Competitive Sealed Bid
Matching Funds Required: _ Small Works Roster
Sources(s) of Matching Funds _ Vendor List Bid
_ RFP or RFQ
Other:
APPROVAL STEPS:
STEP I: DEPARTMENT CERTIFIES COMPLIANCE WITH JCC 3.55.080 AND CHAPTER 42.23 RCW.
CERTIFIED: E N/A•EJ Julie Shannon oplbpysigned byt1,1 Mnnon
oa�:zozi.oe.zoio:aass-0�roo• 08.20.21
Signature(Apply digital signature last) Date
STEP 2: DEPARTMENT CERTIFIES THE PERSON PROPOSED FOR CONTRACTING WITH THE
COUNTY (CONTRACTOR) HAS NOT BEEN DEBARRED BY ANY FEDERAL, STATE, OR LOCAL
AGENCY.
CERTIFIED: E N/A: El Julie Shannon ome:zo70ezOtOass:'-0roo• 08.20.21
Signature(Apply digital signature last) Date
STEP 3: RISK MANAGEMENT REVIEW(will be added electronically through Laserfiche):
Electronically approved by Risk Management on 8/20/2021.
STEP 4: PROSECUTING ATTORNEY REVIEW(will be added electronically through Laserfiche):
Electronically approved as to form by PAO on 8/20/2021.
Hunsucker wrote this agreement.
STEP 5: DEPARTMENT MAKES REVISIONS & RESUBMITS TO RISK MANAGEMENT AND
PROSECUTING ATTORNEY(IF REQUIRED).
STEP 6: CONTRACTOR SIGNS
STEP 7: SUBMIT TO BOCC FOR APPROVAL
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