HomeMy WebLinkAboutGatheringplace - CA signed 06.29.23 10(n - cth' 11- 23 ON .
LETTER OF INTENT
Between Jefferson County, the Jefferson County Fair Association, and Gatheringplace
For Development and Lease of an area within the Jefferson County Fairgrounds ("LOI")
June 2023
This LOI is by and between Jefferson County, a Washington municipal corporation (the
"County") and Gatheringplace, a 501(c)(3) Washington State non-profit corporation, providing -.�
enrichment programs for the community with an emphasis on adults with developmental and other
disabilities(UBI Number 601 557 900). This LOI serves as an outline of the terms and conditions
under which the parties propose that Gatheringplace will enter into a lease with the County for a
portion of real property owned by the County lying within the City of Port Townsend, WA and
known generally as the Jefferson County Fairgrounds (the "Fairgrounds").
PURPOSE
Gatheringplace desires to lease and develop an area within the Fairgrounds for its programs
and activities(the"Site"). The location of the Site has been tentatively identified by the parties as
lying within the northeast quadrant of the Fairgrounds, however its specific boundaries remain to
be determined. This LOI is intended to outline the general terms of the understanding between the
parties regarding the future development and long-term lease of the Site as stated below.
TERMS
1. The County agrees in principle to the long-term lease and development of the Site
by Gatheringplace.
(a) Gatheringplace intends to conduct a due diligence inquiry regarding the
development of the Site and may elect to terminate this LOI at any time in its sole
discretion by providing written notice to the County.
(b) Gatheringplace shall raise all funds necessary to develop the Site, including but not
limited to planning, design, permitting, and construction.
(c) The development plans and specifications for the Site and all material changes
thereto, shall be subject to approval by the County, before Gatheringplace applies
for any permits or entitlements from the City of Port Townsend, and before any
building materials have been ordered by, or delivered to, Gatheringplace or under
Gatheringplace's authority.
(d) Prior to submitting development applications, Gatheringplace shall deliver to the
County for their review and approval,two(2)sets of preliminary construction plans
and specifications prepared by an architect or engineer licensed to practice in the
State of Washington, including without limitation the following:
(i) Preliminary grading and drainage plan;
(ii) Stormwater management plan with survey;
(iii) Utilities locations and power upgrade plan;
(iv) Proposed sewer and water service connections;
(v) Proposed locations of ingress and egress to and from public thoroughfares;
(vi) Proposed exterior lighting design;
(vii) Proposed locations for employee/client parking; and,
(viii) Proposed building design.
The preliminary construction plans and specifications shall be of sufficient detail
to enable potential contractors and subcontractors to make reasonably
accurate bid estimates and to enable the County to make an informed
judgment about the design and quality of construction.
(e) Gatheringplace agrees that its development plans and specifications shall reflect
those portions of the Site to be used for parking. Gatheringplace further agrees that
its development plans and specifications shall reflect the location of the proposed
facility.
(f) The County severally reserve the right, each in its sole discretion, to approve or
disapprove the preliminary plans and specifications. The County shall not
unreasonably withhold approval of preliminary plans and specifications but shall
have the right to withhold approval if either of them reasonably finds that:
(i) The improvements are not consistent with the highest and best use of the
Site, or;
(ii) The improvements are not harmonious with the improvements constructed
in the immediate vicinity.
(g) Gatheringplace understands and agrees that it must procure and deliver to the
County, prior to the commencement of construction, evidence of compliance with
all then applicable codes, ordinances,regulations and requirements for permits and
approvals, including but not limited to: a grading permit, building permits; zoning
and land use approvals, including critical area permits; zoning and land use
approvals, including critical areas permits, and approvals from various
governmental agencies and bodies having jurisdiction over the premises.
(h) After procuring and delivering to the County all required permit approvals,but prior
to commencing construction activities, the County shall grant a long-term
renewable lease (the "Lease") of the Site to Gatheringplace, the initial term of
which shall be at least 25 years.
(i) Gatheringplace shall construct all improvements;
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LETTER OF INTENT
COUNTY/ASSOCIATION/GATHERINGPLACE JUNE 2023
(j) Gatheringplace shall obtain all financing necessary to construct all improvements;
and,
(k) The County shall have no obligation to construct, develop or obtain financing for
any tenant improvements.
(1) The parties agree that Gatheringplace shall own all improvements it constructs on
the Site through the expiration or earlier termination of the Lease, and that the
County shall retain a reversionary interest in the Lease, including a reversionary
interest in the said improvements.
(m) Gatheringplace agrees that it shall maintain and operate the facilities constructed
on the Site continuously and in a first-class manner through the initial term of the
Lease any future extensions thereof.
6. This LOI does not contain all essential terms of any agreement to be entered into
by the parties regarding the Site, including the Lease and any associated agreements necessary to
consummate the proposed transaction(s). The parties shall not be bound to any development
agreement or other agreement, nor to any particular terms of any such agreements, and the parties
shall have no liability to one another with respect to such agreements or any particular terms
thereof, unless and until final definitive written agreements containing all essential terms of the
transaction are fully negotiated and approved by the parties'respective boards, and duly signed by
the parties'authorized representatives.
7. Although the parties understand that they shall not be contractually bound unless
and until they enter into a formal, written lease, the County acknowledges and agrees that
Gatheringplace may use this LOI in grant funding applications as an expression of the County's
willingness to negotiate such lease.
8. During the duration of this LOI, the parties shall engage in exclusive negotiations
with one another regarding the development of the Site;PROVIDED,that the parties are permitted
to also have discussions with governmental and other regulatory agencies and lending institutions
regarding the development of the Site.
9. The parties shall work diligently to fulfill the general terms of the understanding
outlined in this LOI, and to complete the negotiation of the Lease for the Site by December 31,
2024.
10. The duration of this LOI shall begin on the date signed by both parties, and shall
end on the earliest of the following:
a) The date that the County and Gatheringplace enter into final Lease for the Site: or
b) The date either party withdraws; or
c) December 31, 2024.
This LOI may be extended for additional periods by written agreement of the parties.
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LETTER OF INTENT
COUNTY/ASSOCIATION/GATHERINGPLACE JUNE 2023
11. This LOI contains the entire understanding of the parties with respect to its
subject matter and supersedes any and all other written or oral understandings. No
amendment,change,or modification of this LOI shall be valid,unless in writing and signed
by the parties hereto.
12. The parties agree that no failure or delay by either party in exercising any
right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single
or partial exercise thereof preclude any other or further exercise thereof or the exercise of
any right,power, or privilege hereunder.
13. No waiver of any provision of this LOI shall be valid unless in writing and
signed by the party charged with the waiver.
14. If any provision of this LOI is found to violate any statute, regulation, rule,
order or decree of any governmental authority, court, agency or exchange, such invalidity
shall not be deemed to affect any other provision hereof or the validity of the remainder of
the LOI, and such invalid provision shall be deemed deleted here from to the minimum
extent necessary to cure such violation.
15. This LOI shall be construed and interpreted in accordance with and shall be
governed and enforced in all respects by the laws of the State of Washington, without
regard to conflict of law principles. The venue of any action or proceeding regarding the
LOI shall be in Jefferson County Washington.
16. This LOI does not confer any rights or benefits on any person or entity other
than the undersigned parties and may not be assigned.
17. Gatheringplace understands and agrees that the Jefferson County Board of
Commissioners must approve or delegate approval of the final lease before it becomes
effective.
18. Gathering place understands and agrees that the County must comply with
the requirements for leasing property contained in Chapter 36.34 RCW.
(SIGNATURES FOLLOW ON THE NEXT PAGES)
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LETTER OF INTENT
COUNTY/ASSOCIATION/GATHERINGPLACE JUNE 2023
JEFFERSON COUNTY WASHINGTON GATHERINGPLACE
Board of County Commissioners
Jefferson County, Washington
By: By: l t l 2.tAIAO �'-Z%Z31
Greg Brotherton,Chair Date Robert Ferris, President, Date
Boar f Directors
001?.N co` 2 By: �- 2�- 3
SEAL: , Linda Ferris, Executive Director Date
ATTEST:
(ate 64-'262"x2-32
Carolyn Galloway, CMC Date
Clerk of the Board
Approved as to form only:
C June 29.2023
Philip C. Hunsucker, Date
Chief Civil Deputy Prosecuting Attorney
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LETTER OF INTENT
COUNTY/ASSOCIATION/GATHERINGPLACE JUNE 2023
CONTRACT REVIEW FORM Clear Form
(INSTRUCTIONS ARE ON THE NEXT PAGE)
CONTRACT WITH: Letter of Intent: Gatheringplace Contract No: GP-Fairgrounds-2023
Contract For: Lease for land at the County Fairgrounds Term: Upon Lease Execuhon/Withtlrawal by one of the parties
COUNTY DEPARTMENT: County Administrator
Contact Person: Mark McCauley
Contact Phone: 360-606-8443
Contact email: mmccauleya@co.jeferson.wa.us
AMOUNT: N/A PROCESS: Exempt from Bid Process
Revenue: N/A Cooperative Purchase
Expenditure: N/A Competitive Sealed Bid
Matching Funds Required: N/A Small Works Roster
Sources(s) of Matching Funds N/A Vendor List Bid
Fund # N/A RFP or RFQ
Munis Org/Obj N/A ✓ Other: Letter of intent
APPROVAL STEPS:
STEP 1: DEPARTMENT CERTIFIES CO IANCE I 3.55.080 AND CHAP R 42 /3 RCW.
CERTIFIED: ❑� N/A: Z L3'
mature to
STEP 2: DEPARTMENT CERTIFIES THE PERSON PROPOSED FOR CONTRACTING WITH THE
COUNTY (CONTRACTOR) HAS NOT BEEN DEBARRED V ANY FEDERAL, STATE, OR LOCAL
AGENCY.
CERTIFIED: a N/A: El Z f Zf
gnature D to
STEP 3: RISK MANAGEMENT REVIEW(will be added electronically through Laserfiche):
Electronically approved by Risk Management on 6/28/2023.
STEP 4: PROSECUTING ATTORNEY REVIEW(will be added electronically through Laserfiche):
Electronically approved as to form by PAO on 6/29/2023.
LOI for Gatheringplace to seek grant funding to build a facility at the
Fairgrounds, after obtaining a long-term lease from the County. Lease will
need to be separately negotiated and approved by the BoCC, after
following the RCW on leasing County property.
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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