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HomeMy WebLinkAbout038 09 J 0'-- j .1) f\1R cc "1~00 (P~Jo9 (+~essoc p\-\ 1)CD STATE OF WASHINGTON COUNTY OF JEFFERSON Authorization to Enter Into Trust Land Transfer Leases with the Washington State Department of Natural Resources } } } } RESOLUTION NO. 38....-09 WHEREAS, Jefferson County with the aid of Jefferson Land Trust has negotiated with the State Department of Natural Resources to enter into three (3) Trust Land Transfer leases referred to as the Quimper Peninsula East, Quimper Peninsula West and Thorndyke Trust Land Transfer Leases; and, WHEREAS, the County plans to enter into a fifty (50) year lease for these three properties for public benefit: fish and wildlife habitat, open space, or recreation; and, WHEREAS, the State Department of Natural Resources requires that certain conditions must be met as part of the authorization and signing process. One of the preconditions to signing the leases is an approved Resolution by the County Commission authorizing the signing of those leases. NOW THEREFORE BE IT RESOL VED, that the Jefferson County Board of Commissioners supports the leasing of these Department of Natural Resources properties for public benefit: fish and wildlife habitat, open space, or recreation; and, BE IT FURTHER RESOL VED, that the Jefferson County Commissioners authorize the Chairman of the Board to execute these leases on behalf of Jefferson County. APPROVED this 8thdayof June , 2009. "- '. . y .~ 'If, '. " . ~r~:;i." {,t. / ~'.: \1 .\i .\\ .~..~ { ',y-. SE~: '\..J ~ -;. . :1);11 ~ t . , ~ .. "\ III .... . ..... .. \. .' .. ~'o> \. \' '.~'" - '"" ", ~ ATTESt..... l) '\ :. :'/~:-. ..., ~...~. .~ ...,....,.? '"" .... JEFFERSON COUNTY BOARD OF COMMISSIONERS W/f/ - David W. Sulliv~ ~]~I CmC Deputy Clerk of the Board ~ Phil Johnson, Member ~~ 1" Austin, Member AFTER RECORDING RETURN TO: Department of Natural Resources Asset Management and Protection Division AT1N: Trust Land Transfer Program P.O. Box 47014 Olympia, WA 98504-7014 . WASHINGTON STATE DEPARTMENT OF Natural Resources Peter GoIdmark - Commissioner of Public Lands THORNDYKE TRUST LAND TRANSFER LEASE Lease No. 60-082055 BY THIS LEASE, issued under the authority of Washington Laws of2008, Chapter 328, Section 3042, the STATE OF WASHINGTON, Department of Natural Resources, hereinafter called "State", leases to JEFFERSON COUNTY, hereinafter called "Lessee", the use of the premises, hereinafter called the "Premises", in Jefferson County Washington, the legal description(s) of which is set forth in Exhibit lA, attached hereto and incorporated herein by this reference and the encumbrances, if any, of which are set forth in Exhibit IB, attached hereto and incorporated herein by this reference. This Lease is made upon the terms and conditions and for the consideration enumerated herein. SECTION 1 OCCUPANCY 1.01 Lease Term. This Lease is effective as ofthe date of signature by State and shall expire in fifty (50) years, on 1.02 Condition of Premises. Taking possession of the Premises by Lessee shall constitute acknowledgment by Lessee that the Premises are in good condition and that the Premises are in all respects suitable for the Permitted Use(s) in Section 2. State has no obligation to make any repairs, additions, or improvements thereto and expressly disclaims any warranty that the Premises are suitable for such Permitted Use(s). Lessee agrees to maintain the Premises in at least as good a condition as the Premises are received, and allow no degradation of the Premises and natural resources thereon. Trust Land Transfer Lease 1 of 22 Lease No. 60-082055 ~ . 1.03 Non-Default Termination. In response to a written request from Lessee asking to surrender the leasehold, State may, at its sole discretion, terminate all or part of this Lease upon satisfaction by Lessee of all outstanding duties and obligations. 1.04 Renewal of Lease. At the end of this Lease term, Lessee shall have the option to apply for another fifty (50) year lease term, upon lump sum payment of full fair market value of the leasehold on the date of renewal, and subject to reaching agreement upon the provisions of a new Lease in context of applicable law in existence at the time of renewal. SECTION 2 USE OF PREMISES 2.01 Permitted Use. Lessee may put the Premises to the following use(s) for public benefit: fish and wildlife habitat, open space, or recreation. Lessee may also request alternative uses of the Premises that are compatible with the original intended public purposes, provided such uses are approved by State, and by the Legislature of the State of Washington, at Lessee's sole expense. . 2.02 Plan of Development. Lessee shall not make any improvements to nor modify the Premises without submitting ninety (90) days in advance to State its general plan for the use and development hereinafter called "Plan of Use and Development", of the Premises seeking State's consent to the uses and development proposed in the plan. State will review the plan and provide comments within ninety (90) days of receipt, with State's review primarily focusing upon consistency with the Permitted Uses and the Habitat Conservation Plan described in Section 2.05. State may condition its consent on any review or approval required by other entities or may delay its comments and consent until any required review or approval(s) is received, at State's discretion. Lessee shall comply with the agreed upon terms of the approved Plan of Use and Development. The plan shall include, as appropriate, the following: I. A map showing the areas and acreage to be developed along with the location of improvements; 2. Changes in use that may occur as a result ofthe Lessee's management ofthe Premises pursuant to a plan of development; 3. Timber harvest, land clearing and grading plans with acreage figures; and 4. An estimated total cost of improvements. Any Plan of Use and Development must be consistent with the Permitted Uses, and may be limited by Subsection 2.04 and Section 6. All costs and fees associated with development, construction, maintenance and removal of improvements upon the Premises during and at the end of the Lease term shall be the sole responsibility of Lessee. . Trust Land Transfer Lease 20f22 Lease No. 60-082055 Lessee shall obtain all building permits and other requi~d permits, licenses, permissions, . consents, and approvals from governmental agencies orithird parties in connection with this Lease and Lessee's Permitted Uses including constructi~n of any improvements, changes, alterations, additions, repairs, maintenance to or replac~ment of the Premises, or for the conduct of any activity upon the Premises at the sole cost and e~pense of Lessee. Copies of such permits, licenses, notifications, permissions, consents, and appr9vals shall be supplied to State upon request. I I 2.03 Compliance Specifications. On all improvemebts relating to the development of the I Premises, the following shall apply: ! i 1. State may make inspections during cons~ction. I i 2. State shall make a final inspection of thel completed project and, if acceptable, shall issue its written acceptance. i I State's approval or disapproval of any plans, specificati~ns, improvements or completed projects, shall not obligate or render State liable in any way. i i 2.04 Limitations on Use. The following restrictionsl shall apply to use of the Premises: 1. Lessee shall conform to all apP..lica bleIts, rules, regulations, permits, orders, or requirements of any public authority affi cting the Premises and the use thereof and shall bear, at Lessee's sole expense, any costs of such compliance including . any attorney fees, costs, fines or penalti s. ! I Lessee shall remove no valuable materi I, including but not limited to forest products, timber, minerals, sand, or grav I, unless Lessee has received State's prior written approval and made arrange ents to compensate State for the value thereof. All timber, forest products and aluable material ownership thereof remain with State. I Lessee shall take all reasonable precaut{' ns to control negative effects of designated or dispersed public access, i cluding,.but not limited to: a) protect the Premises from fire, insects and disease, nd make every effort to report and suppress such fires, and report outbre~ of insects and disease as may occur; b) protect the Premises from asset value lo~ses due to vandalism, garbage dumping, resource theft or other illegal activities; nd c) protect the Premises from damage to soils, water quality, plants, animals 0 other elements of the forest environment. If necessary to control such negative effi cts, Lessee shall close, limit, or redirect public access, at Lessee's reasonable di cretion. Lessee's regulation of activities on the Premises shall be consistent with applicable law and the Plan of Use and Development. 2. 3. 4. Lessee shall not allow any activ. ity that iegativelY impacts adjoining land managed by State. State shall have sole discretion in this regard. Trust Land Transfer Lease 30f22 Lease No. 60-082055 . . 5. Lessee shall not allow any activities on the Premises that adversely impact the natural resources without written authorization. 2.05 Habitat Conservation Plan. The Premises are located within an area that is subject to the State of Washington, Department of Natural Resources Habitat Conservation Plan (HCP) and amendments thereto adopted in connection with Incidental Take Permit No. PRT-812521 as supplemented by Permit No. 1168, and the Implementation Agreement for the HCP dated January 30, 1997, and any amendments to said permits and agreement (Collectively "ITP"), which are incorporated herein by this reference. As long as the HCP remains in effect, Lessee and all persons acting under Lessee shall comply with the ITP and notify State if new locations of permit species are identified or upon locating dead, injured, or sick individual species as more specifically set forth in Exhibit 1 C while operating on the Premises. State shall have the right to modify these terms and conditions from time to time to comply with the ITP, the Endangered Species Act, the implementing regulations, and amendments thereto, or the requirements of the federal agencies administering these laws. In conjunction with any Plan of Use and Development submitted to State under Section 2.02 of this Lease, Lessee shall provide any documentation, analysis, or other information that may be required by the United States Department of the Interior, Fish and Wildlife Service, that is deemed necessary to maintain compliance with the ITP. In the event State is required to provide any information about the Permitted Uses in order to comply with the ITP, Lessee shall cooperate and promptly provide all information required in the time requested by State. . SECTION 3 PAYMENT 3.01 Consideration. Under the authority of, and in compliance with Washington Laws of 2008, Ch. 328, Section 3042, the State of Washington, Department of Natural Resources Trust Land Transfer Program has been authorized to enter into this Lease following deposit of a one time, lump sum payment, representing the fair market value of the Lease as appraised, of SIX HUNDRED NINETEEN THOUSAND DOLLARS ($619,000), from the State Building Construction Account to the Common School Construction Account ("Lease Payment") if this Lease is executed on or before June 30, 2009, receipt of which is hereby acknowledged. Lessee's adherence to, compliance with, and performance under, the provisions of this Lease are necessary consideration to support Lessee's rights under this Lease. No additional consideration is required from Lessee during the initial fifty (50) year lease term. . 3.02 Option to Purehase the Remainder of the Fee Interest. At any time during this Lease, Lessee may request to purchase the residual value of the fee interest by submitting an offer to accept a land transfer that contains the terms and conditions of the offer. If State determines the offer reflects the fair market value of the residual fee interest at the time submitted, then State may accept the offer if on terms and conditions acceptable to State, pending approval of the Board of Natural Resources. State, upon payment in advance by Lessee of appraisal costs, will obtain a current appraisal which will determine the balance owed State to buyout the residual value of the fee interest and acquire all interest in the property identified in Exhibit lA. To be acceptable to State, the appraisal must reflect a current higher and better use that is equal to, or exceeds, the use as originally appraised. The terms and conditions of the offer must include a Trust Land Transfer Lease 4of22 Lease No. 60-082055 deed restriction that restricts the Permitted Use of the Property to fish and wildlife habitat, open space, or recreation use in conformance with Washingt n Laws of2008, Ch.328, Section 3042 and other applicable law, and require that the premises 0 longer be used for any other purposes. Said deed restriction shall be binding on the purchaser nd all successors and assigns. The offer must be contingent upon proper authorization, be in ac ordance with applicable law, contain adequate reservations for minerals and other valuable aterials, and be in a form satisfactory to State. 3.03 Costs Resulting from Use or Changes in Use. All costs and fees associated with a change in a use or development of the Premis~s, includ ng but not limited to permits, licenses, construction, or reconstruction shall be the sole respons biIity of Lessee. In addition, Lessee shall pay all costs and fees incurred by State which are ssociated with any change in use or review or monitoring of any development requested by essee and authorized by State. Costs and fees may include, but are not limited to, appraisals, surveys, staff time, and other similar oo~. I I I I SECTION 4 RESER~ ATIONS 4.01 Com pliance. State shall have access to the prefises at all reasonable times to determine and secure compliance with this Lease. Failure to insp ct or enforce compliance shall not be construed as a waiver of State's right to declare a breac , nor relieve Lessee of any liability to State for any breach of the terms, conditions, or requirelnents of this Lease. 4.02 Access. State reserves the right to grant easeme ts on the Premises that do not materially interfere with Lessee's use of the Premises. The easem nt applicant may be required to remedy any damages to the Premises. Lessee's Plan of Use an Development and placement of improvements must be such that access to State's adjac nt ownership, if any, will not be impaired. I i 4.03 Resource Disposal. Mineral rights and other vtluable materials including timber, rock, sand and gravel, shall continue to be managed by and b~ the property of State and no timber sale will proceed that would be in contravention of applicable state land management plans. In connection with Lessee's submission of a Plan of Use a1nd Development pursuant to Section 2.02, and in the event a timber sale is approved for the fremises that is consistent with the Lessee's use ofthe Premises, State shall be en. titled to t e revenue from any such sale unless otherwise agreed and approved by the Board of Natural Resources. State shall distribute any revenue accruing from resource disposal to the appropr ate trust, as presently specified at Chapter 79.64 RCW, or as may hereafter be designated I by the Legislature. I I SECTION 5 ASSESSMtNTS, TFS' INSURANCE 5.01 Assessments. Lessee shall pay all assessment~hat may be charged against the Premises. Lessee obligations under this subsection are not limite to assessments relating to the encumbrances (if any) listed in Exhibit IB of this Leas, but extend to all assessments that may Trust Land Transfer Lease 50f22 Lease No. 60-082055 . . . . . . be charged against the Premises, including, but not limited to, forest patrol assessments, weed assessments, watershed protection district assessments, conservation district assessments, storm water runoff assessments, and local improvement district assessments. 5.02 Utilities. Lessee shall be liable for all electrical power, water, sewer and other utility charges or expenses, including power minimums and utility disconnect charges incurred prior to, or following, termination or expiration of this Lease. 5.03 Taxes. Lessee shall pay leasehold excise tax if required by Washington State statute. Lessee shall pay all federal, state and local taxes including, but not limited to, personal property tax and excise tax, if any, that may be charged against the Lease and improvements located on the Premises. If State must pay any assessments, taxes, penalties or interest because of Lessee's failure to pay such assessments, taxes, penalties or interest, Lessee shall immediately reimburse State for such expenditures and the obligation shall accrue interest until paid. 5.04 Insurance. Lessee shall, at all times during the term of this Lease at its cost and expense, buy and maintain insurance ofthe types and amounts listed below. Failure to buy and maintain the required insurance may result in the termination of this Lease, at State's option. All insurance and surety bonds should be issued by companies admitted to do business within the State of Washington and have a rating of A-, Class VII or better in the most recently published edition of Best's Reports. Any exception shall be reviewed and approved by State's risk manager before this Lease is accepted. If an insurer is not admitted, all insurance policies and procedures for issuing the insurance policies must comply with Chapter 48.15 RCW and 284-15 WAC. State shall be provided written notice before cancellation or non-renewal of any insurance referred to therein, in accord with the following specifications: a. Insurers subject to Chapter 48.18 RCW (admitted and regulated by the Insurance Commissioner): The insurer shall give State forty-five (45) days advance notice of cancellation or non-renewal. If cancellation is due to non-payment of premium, State shall be given ten (10) days advance notice of cancellation. b. Insurers subjectto Chapter 48.15 RCW (surplus lines): State shall be given twenty (20) days advance notice of cancellation. If cancellation is due to non- payment of premium, State shall be given ten (10) days advance notice of cancellation. Before starting work, Lessee shall furnish State with a certificate(s) of insurance, executed by a duly authorized representative of each insurer, showing compliance with the insurance requirements specified in the Lease and, if requested, copies of policies to State. The certificate of insurance shall reference the "State of Washington, Department of Natural Resources", and the Lease number, found on the front page and footer of this Lease. Lessee shall include all contractors and subcontractors as insured under all required insurance Trust Land Transfer Lease 60f22 Lease No. 60-082055 policies, or shall furnish separate certificates O.f insurante and endorsements for each contractor and subcontractor. Contractors and subcontractors mus comply fully with all insurance requirements stated herein. Failure of contractors and s bcontractors to comply with insurance requirements does not limit Lessee's liability or respon~ibility. , I 1 The "State of Washington, Department of Natural Resoprces", its elected and appointed officials, agents and employees shall be named as an additional i*sured on all general liability, excess, umbrella, and property insurance policies. I All insurance provided in compliance with this Lease .Jail be primary as tn any other insurance or self-insurance programs afforded to or maintained b~ State. I Lessee waives all rights against State for recovery of damages to the extent these damages are covered by general liability or umbrella insurance maintained pursuant to this Lease. 1 If Lessee is self-insured, evidence of its status as a self-insured entity shall be provided to State. If requested by State, Lessee must describe its. financial I condition and the self-insured funding mechanism. ! , I By requiring insurance herein, State does not represent that coverage and limits will be adequate to protect Lessee and such coverage and limits shall no:' limit Lessee's liability under the indemnities and reimbursements granted to State in this Lease. The limits of insurance, which may be increased by Staje, as deemed necessary, shall not be less than as follows: Commercial General Liability Insurance. ~ Lessee shall maintain Commercial General Liability (C L) insurance covering claims for bodily injury, personal injury, or property damage arising on t e Premises and/or out of Lessee's operations and, if necessary, commercial umbrella insu ance with a limit of not less than $1,000,000 per each occurrence. If such CGL insuranc~ contains aggregate limits, the General Aggregate limit shall be at least twice the "each occurrdnce" limit. CGL insurance shall have a products-completed operations aggregate limit of at leaft two times the "each occurrence" limit. , I CGL insurance shall be written on Insurance Services Qffice (ISO) occurrence form CG 00 01 (or a substitute form providing equivalent coverage). AlII insurance shall cover liability arising out of Premises, operations, independent contractors, p~oducts completed operations, personal injury and advertising injury, and liability assumed und~r an insured contract (including the tort liability of another party assumed in a business contract1), and contain separation of insured (cross liability) condition. r I I Emplover's Liability ("Stop Gap") Insurance. ~ ~essee shall. bu~ e~ployers liability insurance, and, if ecessary, co~.e~cial umbre~la liability Insurance WIth lImIts not less than $1,000,0001 each acc dent for bodIly Injury by aCCIdent or $1,000,000 each employee for bodily injury by disease' Trust Land Transfer Lease 7of22 Lease No. 60-082055 . . . . . . Workers' Compensation Coverage. Lessee shall comply with all State of Washington workers' compensation statutes and regulations. Workers' compensation coverage shall be provided for all employees of Lessee and employees of any contractor, subcontractor or sub-subcontractor. Coverage shall include bodily injury (including death) by accident or disease, which exists out of or in connection with the performance of this Lease. Except as prohibited by law, Lessee waives all rights of subrogation against State for recovery of damages to the extent they are covered by workers' compensation, employer's liability, commercial general liability, or commercial umbrella liability insurance. If Lessee, contractor, subcontractor or sub-subcontractor fails to comply with all State of Washington workers' compensation statutes and regulations and State incurs fines or is required by law to provide benefits to or obtain coverage for such employees, Lessee shall indemnify State. Indemnity shall include all fines, payment of benefits to Lessee, contractor or subcontractor employees, or their heirs or legal representatives, and the cost of effecting coverage on behalf of such employees. Business Auto Policy. Lessee shall maintain Business Auto Policy (BAP) liability and, if necessary, commercial umbrella liability insurance with a limit not less than $1,000,000 per accident. Such insurance shall cover liability arising out of "Any Auto." BAP coverage shall be written on ISO form CA 0001, or substitute liability form providing equivalent coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage and cover a "covered pollution cost or expense" as provided in the 1990 or later editions of CA 00 0 I. Lessee waives all rights against State for the recovery of damages to the extent they are covered by BAP liability or commercial umbrella liability insurance. SECTION 6 MANAGEMENT 6.01 Weed Control. Lessee shall control all weeds, including but not limited to county, state or federally listed noxious weeds, on all lands under this Lease. Lessee shall be responsible for, or shall immediately reimburse State, any weed control cost incurred as a result of Lessee's failure to control weeds on said Premises. 6.02 Deleterious, Hazardous, Toxic, or Harmful Substances. I. Deleterious Material. Lessee shall not make, or suffer to be made, any filling in of the Premises or any deposit of rock, earth, ballast, refuse, garbage, waste matter, chemical, biological or other wastes, hydrocarbons, any other pollutants, or other matter within or upon the Premises, except as approved in writing by State. If Lessee fails to remove all non-approved fill material, refuse, garbage, wastes or any other of the above materials from the Premises, Lessee agrees that State may, but is not obligated to, remove such materials and charge Lessee for the cost of removal and disposal. Trust Land Transfer Lease 8 of 22 Lease No. 60-082055 2. Hazardous. Toxic. or Harmful Substancq~. I Lessee shall not keep on or about the Premises, any substances now or hereinafter designated as or con~ining components now or hereinafter designated as hazardous, toxic, d~ngerous, or harmful, and/or which are subject to regulation as hazardou~, toxic, dangerous, or harmful by any federal, state or local law, regulation, statute or ordinance (hereinafter collectively referred to as "Haza~dous Substances") unless such are necessary to carry out Lessee's ~ermitted Use under Subsection 2.01 and unless Lessee fully complies wit~ all federal, state and local laws, regulations, statutes, and ordinan~es, now in existence or as subsequently enacted or amended. I I ! a. I i Immediately notify State pf (i) all spills or releases of any Hazardous Substance aff~cting the Premises, (ii) all failures to comply with any federal, Istate, or local law, regulation or ordinance, as now enacte~ or as subsequently enacted or amended, (iii) all inspections of the I Premises by, or any correspondence, orders, citations, or notifipations from any regulatory entity concerning Hazardous Substances affecting the Premises, (iv) all regulatory order.s or finesl or all response or interim cleanup actions taken by or proposed to ~e taken by any government entity or private party concerning the Premises; and I On request, prov. ide copi~s to State of any and all correspondence, pleadings, and/or reports received by or required of Lessee or issued or written by Less~e or on Lessee's behalf with respect to the use, presence, transpqrtation or generation of Hazardous Substances related to the IPremises. , , I Lessee shall be fully and comple~ely liable to State, and shall indemnify, defend, and hold harmless State nd its agencies, employees, officers, and agents with respect to any and al damages, costs, fees (including attorneys' fees and costs), penalfes (civil and criminal), and cleanup costs assessed against or imposed as a result of Lessee's use, disposal, transportation, generation and/o sale of Hazardous Substances or that of Lessee's employees, agents, assi s, lessees, contractors, subcontractors, licensees or invitees, and for any! breach of this subsection. I 6.03 Hazardous Conditions. Lessee shalliimmediajelY remedy hazardous conditions, and exercise due diligence in notifying State and anyone at risk of harm. 6.04 No Waste. Lessee shall not commit or allow a1Y waste ofthe Premises. , 90f22 i Lease No. 60..Q82055 b. Lessee shall: (1) (2) c. Trust Land Transfer Lease . . . . . . 6.05 Condition of Premises at End of Lease. Prior to vacating the Premises, Lessee shall leave the Premises and all improvements thereon to which State has elected to claim title in the state of repair and cleanliness required to be maintained by Lessee during the term of this Lease, and shall peaceably and quietly surrender the same to State. SECTION 7 SUBLEASES AND ASSIGNMENTS 7.01 Subleases. The Premises, in whole or in part, and the appurtenances thereon shall not be subleased without prior written approval from State, which approval shall be in State's sole discretion and only if consistent with state trust land status and the Permitted Uses. If subleased, Lessee shall remain obligated and responsible for all actions on the Premises, including compliance with all provisions contained in this Lease. Subleases to public agencies as defined by RCW 79.17.200 (I) or any nonprofit nature conservancy corporation or nonprofit historic preservation corporation as defined by RCW 64.04.130, if for conserving for open space purposes, are deemed consistent with state trust land status. 7.02 Assignment. Lessee shall not hypothecate, mortgage, assign, encumber, transfer, or otherwise alienate this Lease, or any interest therein, or engage in any other transaction which has the effect of transferring or affecting the right of enjoyment of the Premises, without the prior written approval of State, which approval shall be in State's sole discretion and if consistent with state trust land status and the Permitted Uses. Assignments to public agencies as defined by RCW 79.17.200 (1) or any nonprofit nature conservancy corporation or nonprofit historic preservation corporation as defined by RCW 64.04.130, if for conserving for open space purposes, are deemed consistent with state trust land status. 7.03 Assigneeffransferee Obligations. Each permitted assignee, or transferee of Lessee shall assume and be deemed to have assumed all obligations of Lessee under this Lease. Notwithstanding any such assignment or transfer, Lessee shall be and remains jointly and severally liable with the assignee or transferee for all obligations under this Lease, unless released, in writing, by State. SECTION 8 IMPROVEMENTS 8.01 Authorized Improvements. No improvement shall be placed on the Premises without the prior written consent of State and shall be in conformance with any approved Plan of Use and Development submitted to State under Section 2. Authorized improvements must be listed in Exhibit 2 or an amendment thereto, or contained in a written Letter of Authorization issued by State. Unauthorized improvements shall either be: removed by Lessee without damage to the Premises, removed by State at Lessee's expense, or become the property of State, at State's option. All improvements currently on the Premises belong to State except those authorized improvements, both of which, if any, are listed in Exhibit 2. Exhibit 2 may be supplemented with a Letter of Authorization issued by State, for the purpose of authorizing additional Trust Land Transfer Lease 100f22 Lease No. 60-082055 improvements to the Premises during the term ofthis Lhse. Letters of Authorization shall be cumulative and become addenda to Exhibit 2 when detdrmining the sum of all authorized improvements. I I 8.02 Disposition of Authorized Improvements. U~on the expiration or termination of this Lease, all authorized improvements shall belong to Stat as provided in RCW 79.13.050 without compensation to Lessee, or, at the election of State, Les ee shall remove the improvements from the Premises at Lessee's sole cost, and the affected port on of the Premises restored to its pre- improved and natural condition. In the event State elec s to have the improvements removed and Lessee fails to remove the improvements within ninety 90) days, State may have the improvements removed and the area restored at Lessee' expense. ! 8.03 Removal of Improvements during Lease. Du ing the term of this Lease, authorized improvements owned by Lessee may be removed by Lessee by submitting a general plan for removal of authorized improvements and restoration ofthe Premises. State will review that plan and, if acceptable, issue written approval. Lessee shall omply with the agreed upon terms ofthe approved plan. Lessee shall be liable for any and all co ts and/or fees and any and all damage to the Premises or any improvement belonging to State re ulting from such removal. 8.04 State's Repairs. State shall not be required or ~bligated to make any repairs, alterations, maintenance, replacements, or repairs in, on, Or about t~e Premises, or any part thereof, during the term of this Lease. I 8.05 Lessee's Repairs, Alteration, and Maintenan~e. Lessee shall, at its sole cost and expense, keep and maintain the Premises and all impro~ements thereon and all facilities appurtenant thereto (regardless of ownership) in good 0 der and repair and safe condition for the conduct of any activities or enterprises carried out on t e Premises pursuant to this Lease, and keep and maintain the whole of the Premises, including all improvements in a clean, sanitary and attractive condition. Lessee shall maintain and repair Sfate-owned improvements at Lessee's own expense. I I I ! I SECTION 9 ROADS AND RO~ MAINTENANCE 9.01 Roads Across Premises. Lessee is authorized, Isubject to an approved Plan of Use and Development in accordance with Section 2, to use exis~ng roads on the Premises needed for Permitted Uses under this Lease. Lessee may, with wri~en approval of State, construct additional roads needed on the Premises, in ac.cordance~' with Section 2 of this Lease and subject to any limitations related to the ITP as determined by S te in State's sole discretion. Construction and maintenance activities shall meet or e ceed Forest Practices Board standards (Chapter 222-24 WAC) and be in conformanoe with th~ ITP. Lessee shall comply with the terms set forth herein when using the roads. I I 9.02 Access to Premises. The property may be legafY accessed by county and/or state rights- of-way. Lessee is responsible for determining the appr priate legal access route that serves the Permitted Use. Should the Lessee need alternate acces , Lessee must also provide for access by Trust Land Transfer Lease 11 of 22 Lease No. 60-082055 . . . . . . State to exercise its rights under the Lease. Lessee shall submit to State any agreements intended to obtain arid provide legal access to the Premises for State's review and approval prior to entry, and State's consent may not be unreasonably withheld proposed that State may withhold consent for any additional access that could affect State's future compliance with the ITP. Lessee is responsible for acquisition and construction costs that may be needed to develop the desired access route. 9.03 Term. The rights granted in this section shall last only until this Lease expires or is terminated as provided herein unless otherwise authorized by State. 9.04 Road Repair. Lessee shall repair or cause to be repaired at its sole cost and expense damage to a road(s) occasioned by it which is in excess of that which it would cause through normal and prudent usage of said road(s). Within fifteen (I5) days of the damage, Lessee shall meet with State and provide a plan for the repairs. 9.05 Road Maintenance. The cost of road maintenance and resurfacing shall be borne by Lessee unless associated with State's use of the Premises. State and Lessee acknowledge that Lessee may make the roads available for public use to carry out the Permitted Uses and Lessee accepts all cost and liability associated with any such public use. State shall not be required to perform maintenance and resurfacing work unless it can be established that such work is needed as a direct result of State's use of any roads on the Premises. Lessee hereby releases, discharges, and agrees to defend, indemnify and hold State harmless for any and all claims, damages, liabilities, and causes of action which may arise as a result of the Permitted Uses or Lessee's use and control of the Premises. This indemnity is not intended to limit the scope or effectiveness of the indemnity found in Section 11.01, but shall be in addition to said indemnity. 9.06 Improvements. Lessee shall construct no road improvements without the prior written consent of State, which shall not be unreasonably withheld provided that State may withhold consent for any road improvements that could affect State's future compliance with the ITP. Unless the parties agree in writing to share the cost of improvements, improvements shall be at the sole expense ofthe improver. Any improvements to road areas shall become property of State upon expiration or termination of the Lease. 9.07 Road Fee. Lessee shall pay any road use or maintenance fees, including but not limited to the Access Road Revolving Fund fees established by State. 9.08 Insurance. The provisions under Subsection 5.04 shall apply to Lessee's use of and to those authorized by Lessee to use the roads and easements authorized herein. SECTION 10 DEFAULT AND REMEDIES 10.01 Nonwaiver. Waiver by State of strict performance of any provision of this Lease shall not be a waiver of, nor prejudice State's right to require strict performance of the same provision in the future or of any other provision. The acceptance of performance, rent, or any other sum owing, by State following a breach by Lessee of any provision of this Lease shall not constitute a Trust Land Transfer Lease 120f22 Lease No. 60-082055 waiver of any right of State with respect to such breach. and State shall be deemed to have . waived any right hereunder only if State shall have expressly done so in writing. i 10.02 Attorney Fees and Venue. Each party shall b responsible for their own attorney fees and court costs in the event of a dispute arising out of t is agreement. Venue for resolving such disputes shall be in Thurston County Superior Court of Washington. 10.03 Notices. Any notice given under this Lease sha I be deemed received when delivered by hand or five (5) days after deposit in the United States mail with first-class postage affixed, addressed as noted below. Changes of address shall im~ediately be given in accordance with this subsection. Any notice or missive given under thisl Lease shall be sent: To State: Department of Natural Resources Olympic Region Product Sales & Leasing 411 TiIlicum Lane Forks, WA 98331 To Lessee: Jefferson County Office of the County Administtator 1820 Jefferson Street PO Box 1220 Port Townsend, W A 98368 10.04 Default. If Lessee breaches or defaults on any ~ndertaking, promise or performance called for herein, State may cancel this Lease after LeSlee has been given thirty (30) days notice of the breach or default and such breach or default has ot been corrected within such time. Upon such cancellation, all improvements on the Prem.ses shall be forfeited and become the property of State subject only to any previously approv d waiver of interest or security interest. State may seek damages for any and all violations or dqfaults with or without canceling this Lease. In the event State deems the breach or default t~ constitute a threat to safety, life, or property it may elect to intervene immediately and ente the Premises, without notice, to remedy the breach or default and Lessee hereby agrees to repa State for all costs in remedying the breach or default upon demand, together with.interest t ereon from the date of expenditure at the rate set forth in this Lease. Alternatively, State may re uire Lessee to act immediately to remedy the breach or default, should State deem it a threat to s fety, life, or property. 10.05 Survival. All obligations of Lessee to be perfotmed prior to the expiration or earlier termination shall not cease upon the termination or exp. ration of this Lease, and shall continue as obligations until fully performed. All clauses of this Lase, which require performance beyond the termination or expiration date, shall survive the te ination or expiration date of this Lease. However, upon expiration or earlier terminati~n of this Lease, the rights of Lessee and of all Trust Land Transfer Lease 13 of22 Lease No. 60-082055 . . . . . persons, firms, corporations, and entities claiming under Lessee in and to the Premises and all improvements thereon, unless specified otherwise in this Lease, shall cease. 10.06 State's Right to Cure Defaults. If Lessee fails to perform and is in default of any undertaking or promise contained herein, including those set forth in any Plan of Use and Development, State shall have the option, but is not obligated, to make such performance after giving ten (10) days written notice to Lessee. State's costs and expense to correct Lessee's failure to perform shall be reimbursed by Lessee and shall be immediately due and payable, together with interest accruing from the date such cost or expense is incurred. 10.07 Remedies Cumulative. The specified remedies to which State may resort under the terms of this Lease are cumulative and are not intended to be exclusive of any other remedies or means of redress to which State may lawfully be entitled in case of any breach or threatened breach by Lessee of any provision of this Lease. SECTION 11 GENERAL PROVISIONS 11.01 Indemnity (Assumption of Liability). To the fullest extent permitted by law, Lessee shall indemnify, defend and hold harmless State, and all officials, agents and employees of State, from and against all claims arising out of or resulting from the performance of this Lease. A "claim" as used in this Lease means any financial loss, claim, suit, action, damage, or expense, including but not limited to attorneys' fees, attributable for bodily injury, sickness, disease or death, or injury to or destruction of tangible property including loss of use resulting therefrom. Lessee's obligation to indemnify, defend, and hold harmless includes any claim by Lessee's agents, sublessees, employees, representatives, invitees, licensees, permittees, contractors or any subcontractor or their employees, and any other persons entering the Premises pursuant to the Permitted Uses. Lessee expressly agrees to indemnify, defend, and hold harmless State for any claim arising out of or incident to Lessee's, sublessee's, any contractor's or subcontractor's performance or failure to perform a contract. Lessee's obligation to indemnify, defend, and hold harmless State shall not be eliminated or reduced by any actual or alleged concurrent negligence of State or its agents, employees and officials. Lessee waives its immunity under Title 51 RCW to the extent it is required to indemnify, defend and hold harmless State and its officials, agents or employees. 11.02 No Partnership. State is not a partner nor a joint venturer with Lessee in connection with the activities conducted and business carried on under this Lease, and State shall have no obligation with respect to Lessee's debts or other liabilities. 11.03 Authority State's Authority. This Lease is entered into by State pursuant to the authority granted under Washington Laws of2008, Ch. 328, Section 3042, by statute and the Constitution ofthe State of Washington, and the State's Enabling Act. The terms and conditions hereof are subject to such statutory and constitutional provisions as may be now in effect and such provisions which do not impair the contractual rights of Lessee under this Lease that may lawfully be enacted subsequent to the date of this Lease provided that State may interfere with Lessee's contractual expectations Trust.Land Transfer Lease 14of22 Lease No. 60-082055 --~~~~I to the extent required by laws subsequently enacted tha~relate to State's trust responsibilities. . Lessee's Authority. By signing this Lease, Lessee rep esents that Lessee is authorized to enter this Lease and that Lessee's representative has been aut orized to execute this Lease on Lessee's behalf. Prior to executing this Lease, Lessee shall prov de State with a resolution adopted by Lessee's governing body evidencing authorization to e1ter this Lease. I 11.04 Preservation of Markers. Any legal tandSubdt'vision survey comers, reference points or monuments are to be preserved. If such are destroye or disturbed, State shall be notified immediately and prior to re-establishment. Upon appro al of State, they shall be re-established by a licensed land surveyor in accordance with the UnitFd States General Land Office standards at Lessee's expense. Comers and/or reference points o~ monuments that must necessarily be disturbed or destroyed in the process of carrying out th~ operations allowed by this Lease must be adequately referenced and/or replaced in accordance I with Chapter 58.09 RCW. Such references and replacements must be approved in writiqg by State prior to removal of said comers, reference points or monuments. I I 11.05 Condemnation. If all of the Premises are takeibY any public authority under the power of eminent domain, this Lease shall terminate as ofthe ate possession is taken by said public authority pursuant to such condemnation. If any part 0 the Premises is so taken and, in the opinion of Lessee, it is not feasible to continue this Lea$e, then Lessee may terminate the Lease. Such termination shall be made by notice to State givenl not later than thirty (30) days after possession is so taken, the termination to be effective a~ of the later of thirty (30) days after said notice or the date possession is so taken. No refunds o~' prorations on sums paid or due will be made. All damages awarded for the taking or damagin of all or any part of the Premises shall . belong to and become the property of State, and Lessee hereby disclaims and assigns to State any and all claims to such award. I State will not claim any interest in any award for perso~al property belonging to Lessee or for Authorized Improvements then belonging to Lessee. S~ate will not claim a share of any award made to Lessee for moving expenses. I I Lessee shall not exercise any powers of eminent domai~ that Lessee might otherwise be entitled to use against State or the Premises, unless Lessee caIc~lates the fair market value of the Premises absent the encumbrance of this Lease. I 11.06 Time of Essence. Time is expressly declared tJ be of the essence of this Lease and each and every covenant of Lessee hereunder. This Lease s~all not be valid unless mutually executed on or before June 30, 2009, unless otherwise approved ~y the Legislature. I 11.07 Lease Changes and Additions. Any changes dr additions to this Lease or the attached exhibits shall be made in writing, executed by the parti9s hereto, and neither State nor Lessee shall be bound by verbal or implied agreements. I 11.08 Entire Agreement. This written Lease or its SIcessor or replacement contains the entire agreement of the parties hereto with respect to th matters covered hereby, and no other agreement, statement or promise made by any party her to, or to any employee, officer or agent . Trust Land Transfer Lease 150f22 Lease No. 60-082055 of any party hereto, which is not contained herein, shall be binding or valid. 11.09 Invalidity. If any term or provision of this Lease or the application thereofto any person or circumstance shall to any extent prove to be invalid, unenforceable, void, or illegal, the remainder ofthis Lease, or the application of such term or provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall be not affected thereby, and each term and provision of this Lease shall be valid and be enforced as written to the fullest extent permitted by law. 11.10 Discrimination. Lessee shall not conduct or suffer any business or activity upon the Premises which unlawfully discriminates against any person on the basis of race, color, creed, religion, sex, age, or physical or mental handicap. 11.11 Exhibits. Any exhibit attached hereto shall be deemed a part of this agreement and incorporated herein by reference. Signed this ~ day of d \AY\ e.-- . ,20fi. ~ JEFFERSON COUNTY n~\/ - C\. \1\ d '^- \, \ \J 0... V\ ~n\ed N~e ~~\"~I'"\ Title Signed this day of ,20_. STATE OF WASHINGTON DEPARTMENT OF NATURAL RESOURCES PETER GOLDMARK Commissioner of Public Lands Approved as to Form, By Pamela W. Krueger, Assistant Attorney General Trust Land Transfer Lease 160f22 Lease No. 60-082055 LESSEE ACKNOWLEDGMENT STATE OF WASHINGTON ) ) ss COUNTY OF JEFFERSON ) On this da personally appeared before m -1>1'1 V/^ Sid 11/ pAN , to me known to be the. that executed the foregoing instrument and ac owledged the said in ment to the free and voluntary act and deed of said . . or t e uses and purposes therein mentioned, and on oath stated that he was au orized to execute the said instrument. k WITNESS my hand and official seal this ~day of ::::::;y- tlM..sL. ,20C2!L. :!l.""'''\\\\\'' ..:-~~\... De-,... "'t. ~~~ ......,,""\\I\I'II~A _ ,~ - .:-':...i\OfIf ki!",/~ ~ = -1-. -....,~ "~ 'Z :: -../ f 01~J. ~;J.. ~ ~ f" \ ~ , ~u .e- S ~ ~ '" :Sz-- ~ ~ .. C. :: -- ~ ~\ CIs\.." ~ : 0 :: ~ ... l", 8-30-'\ ...$,.If- = ,1. 'A' 'I, ......... v - 'I, - ~ "'h,,,,,,," ~ .:i?" II" OF W ",SY' ~.....$" ""\\\\\\'\"" Trust Land Transfer Lease 17 of 22 Lease No. 60-082055 . . . COMMISSIONER OF PUBLIC LANDS STATE OF WASHINGTON ) ) ss. COUNTY OF THURSTON ) On this day of , 20_, personally appeared before me Peter Goldmark, the duly elected, qualified and acting Commissioner of Public Lands, State of Washington, who executed the within and foregoing instrument on behalf of the State of Washington, and acknowledged the 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 affixed my official seal on the day and year first above written. Notary Public in and for the State of Washington, residing at My appointment expires Trust Land Transfer Lease 18of22 Lease No. 60-082055 EXHIBIT 1 (As referenced in Intro uctory) . THORNDY TRUST LAND TRANS , i Leeal ;oescript~Q!!. I I Government Lot 3 of Section 4, Township 27 North, R lnge 1 East, WiIlamelle Meridian, Jefferson County, Washington. r i I . Dennis J. Gelvin, PLS (360) 902-1674 Land Description & RIW Specialist State Land Survey Unit PO Box 47060 Olympia, W A 98504-7060 Trust Land Transfer Lease 19 of 22 Lease No. 60-082055 . . . . EXHIBIT IB (As referenced in Introductory) THORNDYKE TRUST LAND TRANSFER LEASE Encumbrances Indefinite State Road Easement filed under Application No. 50-SR0646, to the State Department of Highways (DOT). No other encumbrances of record. There may be additional encumbrances that presently do not show on the records of the State of Washington, such as cultural sites or endangered species. Encumbrances change over time. Lessee is responsible to perform their own due diligence in matters where Lessee needs a complete and current list of encumbrances. Trust Land Transfer Lease 20 of 22 Lease No. 60-082055 EXHIBIT 1 L (As referenced in Secti~ 2.05) I I THORNDYKE TRUST LAND TRANSiER LEASE I Habitat Conservation Planl Requirements I . 1. i Lessee shall immediately notify State of new lo~ations of Permit species covered in the ITP that are discovered within the leased Premi$es covered by the HCP, including, but not limited to: locations of occupied murrelet h~'bitat; spotted owl nest sites; wolves; grizz ly bears; nests, communal roosts,. or feedin concentrations of bald eagles; peregrine falcon nests; Columbian white-tailed deer; Ale ian Canada geese; and Oregon silverspot butterflies. In all circumstances notification m st occur within a twenty-four (24) hour time period. I I I Upon locating any live, dead, injured, or sick s*cimens of any listed species covered by the ITP within the leased Premises, Lessee shal~ immediately notify State. In all circumstances notification must occur within a ~wenty-four (24) hour time period. Lessee may be required to take certain actions to help $tate safeguard the well being of any live, injured or sick specimens of any listed species ~iscovered, until the proper disposition of such specimens can be determined by State. Le~see may be required to take certain actions to preserve biological material in the be$t possible state for handling any dead specimens. ! I Lessee shall refer to ITP number PRT...812521 (~copy of the ITP is located for reference in any of State's region offices) and PRT-1168 in all correspondence and reports concerning Permit activities. I All applicable provisions of the ITP and this sctedule must be presented and clearly explained by Lessee to all authorized officers, e ployees, contractors, or agents of Lessee conducting authorized activities on the remises. Any questions Lessee may have i about the ITP should be directed to State. ! I Lessee shall notify State of any non-timber actirity in order to allow State to determine its obligation to provide information re... lated to lon-timber activities to the United States Department of the Interior, Fish and Wildlife S rvice and Lessee shall provide any information required by State that State is requi ed to submit to the United States Department of the Interior, Fish and Wildlife S rvice under the ITP, Condition L. . 2. 3. 4. 5. Trust Land Transfer Lease Lease No. 60-082055 . 21 of22 AFTER RECORDING RETURN TO: Department of Natural Resources Asset Management and Protection Division A TIN: Trust Land Transfer Program P.O. Box 47014 Olympia, WA 98504-7014 . WASHINGTON STATE DEPARTMENT OF Natural Resources Peter GoIdmark - Commissioner of Public Lands QUlMPER PENINSULA WEST TRUST LAND TRANSFER LEASE Lease No. 60-082210 BY THIS LEASE, issued under the authority of Washington Laws of 2008, Chapter 328, Section 3042, the STATE OF WASHINGTON, Department of Natural Resources, hereinafter called "State", leases to JEFFERSON COUNTY, hereinafter called "Lessee", the use of the premises, hereinafter called the "Premises", in Jefferson County Washington, the legal description( s) of which is set forth in Exhibit lA, attached hereto and incorporated herein by this reference and the encumbrances, if any, of which are set forth in Exhibit IB, attached hereto and incorporated herein by this reference. This Lease is made upon the terms and conditions and for the consideration enumerated herein. SECTION 1 OCCUPANCY 1.01 Lease Term. This Lease is effective as of the date of signature by State and shall expire in fifty (50) years, on 1.02 Condition of Premises. Taking possession of the Premises by Lessee shall constitute acknowledgment by Lessee that the Premises are in good condition and that the Premises are in all respects suitable for the Permitted Use(s) in Section 2. State has no obligation to make any repairs, additions, or improvements thereto and expressly disclaims any warranty that the Premises are suitable for such Permitted Use(s). Lessee agrees to maintain the Premises in at least as good a condition as the Premises are received, and allow no degradation of the Premises and natural resources thereon. Trust Land Transfer Lease 1 of22 Lease No. 60-082210 . . . 1.03 Non-Default Termination. In response to a written request from Lessee asking to surrender the leasehold, State may, at its sole discretion, terminate all or part of this Lease upon satisfaction by Lessee of all outstanding duties and obligations. 1.04 Renewal of Lease. At the end of this Lease term, Lessee shall have the option to apply for another fifty (50) year lease term, upon lump sum payment of full fair market value of the leasehold on the date of renewal, and subject to reaching agreement upon the provisions of a new Lease in context of applicable law in existence at the time of renewal. SECTION 2 USE OF PREMISES 2.01 Permitted Use. Lessee may put the Premises to the following use(s) for public benefit: fish and wildlife habitat, open space, or recreation. Lessee may also request alternative uses of the Premises that are compatible with the original intended public purposes, provided such uses are approved by State, and by the Legislature of the State of Washington, at Lessee's sole expense. 2.02 Plan of Development. Lessee shall not make any improvements to nor modify the Premises without submitting ninety (90) days in advance to State its general plan for the use and development hereinafter called "Plan of Use and Development", of the Premises seeking State's consent to the uses and development proposed in the plan. State will review the plan and provide comments within ninety (90) days of receipt, with State's review primarily focusing upon consistency with the Permitted Uses and the Habitat Conservation Plan described in Section 2.05. State may condition its consent on any review or approval required by other entities or may delay its comments and consent until any required review or approval(s) is received, at State's discretion. Lessee shall comply with the agreed upon terms of the approved Plan of Use and Development. The plan shall include, as appropriate, the following: I. A map showing the areas and acreage to be developed along with the location of improvements; 2. Changes in use that may occur as a result of the Lessee's management of the Premises pursuant to a plan of development; 3. Timber harvest, land clearing and grading plans with acreage figures; and 4. An estimated total cost of improvements. Any Plan of Use and Development must be consistent with the Permitted Uses, and may be limited by Subsection 2.04 and Section 6. All costs and fees associated with development, construction, maintenance and removal of improvements upon the Premises during and at the end of the Lease term shall be the sole responsibility of Lessee. Trust Land Transfer Lease 2 of 22 Lease No. 60-082210 Lessee shall obtain all building permits and other requited permits, licenses, permissions, consents, and approvals from governmental agencies o~ third parties in connection with this Lease and Lessee's Permitted Uses including <;:onstructi~m of any improvements, changes, alterations, additions, repairs, maintenance to or rePlac~. ment of the Premises, or for the conduct of any activity upon the Premises at the sole cost and e pense of Lessee. Copies of such permits, licenses, notifications, permissions, consents, and appr vals shall be supplied to State upon , request. j 2.03 Compliance Specifications. On all improvem .nts relating to the development of the Premises, the following shall apply: i i 1. State may make inspections during construction. I 2. State shall make a final inspection of thel completed project and, if acceptable, shall issue its written acceptance. I I State's approval or disapproval of any plans, specificati~ms, improvements or completed projects, shall not obligate or render State liable in any way. . I 2.04 Limitations on Use. The following restrictions I shall apply to use of the Premises: I. Lessee shall conform to all applicable lats, rules, regulations, permits, orders, or requirements of any public authority affi cting the Premises and the use thereof and shall bear, at Lessee's sole expense, any costs of such compliance including any attorney fees, costs, fines or penaltie~. , 2. Lessee shall remove no valuable materia~, including but not limited to forest products, timber, minerals, sand, or grav~l, unless Lessee has received State's prior written approval and made aITangefents to compensate State for the value thereof. All timber, forest products and aluable material ownership thereof remain with State. I 3. Lessee shall take all reasonable precauti~ns to control negative effects of designated or dispersed public access, in~IUding, but not limited to: a) protect the Premises from fire, insects and disease, nd make every effort to report and suppress such fires, and report outbreaks of insects and disease as may occur; b) protect the Premises from asset value 10 'ses due to vandalism, garbage dumping, resource theft or other illegal activities; nd c) protect the Premises from damage to soils, water quality, plants, animals or other elements of the forest environment. If necessary to control such negative effi cts, Lessee shall close, limit, or redirect public access, at Lessee's reasonable dis retion. Lessee's regulation of activities on the Premises shall be consistent with pplicable law and the Plan of Use and Development. i i 4. Lessee shall not allow any activity that nfgativelY impacts adjoining land managed by State. State shall have sole iscretion in this regard. Trust Land Transfer Lease 3 of 22 Lease No. 60-082210 I I . . . . 5. Lessee shall not allow any activities on the Premises that adversely impact the natural resources without written authorization. 2.05 Habitat Conservation Plan. The Premises are located within an area that is subject to the State of Washington, Department of Natural Resources Habitat Conservation Plan (HCP) and amendments thereto adopted in connection with Incidental Take Permit No. PRT-812521 as supplemented by Permit No. 1168, and the Implementation Agreement for the HCP dated January 30, 1997, and any amendments to said permits and agreement (Collectively "ITP"), which are incorporated herein by this reference. As long as the HCP remains in effect, Lessee and all persons acting under Lessee shall comply with the ITP and notify State if new locations of permit species are identified or upon locating dead, injured, or sick individual species as more specifically set forth in Exhibit 1 C while operating on the Premises. State shall have the right to modify these terms and conditions from time to time to comply with the ITP, the Endangered Species Act, the implementing regulations, and amendments thereto, or the requirements of the federal agencies administering these laws. In conjunction with any Plan of Use and Development submitted to State under Section 2.02 of this Lease, Lessee shall provide any documentation, analysis, or other information that may be required by the United States Department of the Interior, Fish and Wildlife Service, that is deemed necessary to maintain compliance with the ITP. In the event State is required to provide any information about the Permitted Uses in order to comply with the ITP, Lessee shall cooperate and promptly provide all information required in the time requested by State. . SECTION3 PAYMENT 3.01 Consideration. Under the authority of, and in compliance with Washington Laws of 2008, Ch. 328, Section 3042, the State of Washington, Department of Natural Resources Trust Land Transfer Program has been authorized to enter into this Lease following deposit of a one time, lump sum payment, representing the fair market value of the Lease as appraised, of NINE HUNDRED EIGHTY -FIVE THOUSAND DOLLARS ($985,000), from the State Building Construction Account to the Common School Construction Account ("Lease Payment") if this Lease is executed on or before June 30, 2009, receipt of which is hereby acknowledged. Lessee's adherence to, compliance with, and performance under, the provisions ofthis Lease are necessary consideration to support Lessee's rights under this Lease. No additional consideration is required from Lessee during the initial fifty (50) year lease term. . 3.02 Option to Purchase the Remainder of the Fee Interest. At any time during this Lease, Lessee may request to purchase the residual value of the fee interest by submitting an offer to accept a land transfer that contains the terms and conditions of the offer. If State determines the offer reflects the fair market value of the residual fee interest at the time submitted, then State may accept the offer if on terms and conditions acceptable to State, pending approval of the Board of Natural Resources. State, upon payment in advance by Lessee of appraisal costs, will obtain a current appraisal which will determine the balance owed State to buyout the residual value of the fee interest and acquire all interest in the property identified in Exhibit lA. To be acceptable to State, the appraisal must reflect a current higher and better use that is equal to, or exceeds, the use as originally appraised. The terms and conditions of the offer must include a Trust Land Transfer Lease 4 of 22 Lease No. 60-082210 deed restriction that restricts the Permitted Use of the Property to fish and wildlife habitat, open space, or recreation use in conformance with Washingt~n Laws of 2008, Ch.328, Section 3042 and other applicable law, and require that the Premises ho longer be used for any other purposes. Said deed restriction shall be binding on the purchaserqnd all successors and assigns. The offer must be contingent upon proper authorization, be in ac ordance with applicable law, contain adequate reservations for minerals and other valuable aterials, and be in a form satisfactory to State. I 3.03 Costs Resulting from Use or Changes in Use. I All costs and fees associated with a change in a use or development of the Premises, includ~ng but not limited to permits, licenses, construction, or reconstruction shall be the sole respons~biIity of Lessee. In addition, Lessee shall pay all costs and fees incurred by State which are ~sociated with any change in use or review or monitoring of any development requested by essee and authorized by State. Costs and fees may include, but are not limited to, appraisals, surveys, staff time, and other similar costs. I I I , SECTION 4 RESER\{ATIONS I 4.01 Compliance. State shall have access to the Pre' ises at all reasonable times to determine and secure compliance with this Lease. Failure to insp t or enforce compliance shall not be construed as a waiver of State's right to declare a breac , nor relieve Lessee of any liability to State for any breach of the terms, conditions, or require ents of this Lease. 4.02 Access. State reserves the right to grant easemepts on the Premises that do not materially interfere with Lessee's use of the Premises. The easem~nt applicant may be required to remedy any damages to the Premises. Lessee's Plan of Use andl Development and placement of improvements must be such that access to State's adjac~nt ownership, if any, will not be impaired. I I 4.03 Resource Disposal. Mineral rights and other vjluable materials including timber, rock, sand and gravel, shall continue to be managed by and b the property of State and no timber sale will proceed that would be in contravention of applicab ,e state land management plans. In connection with Lessee's submission of a Plan of U se a~d Development pursuant to Section 2.02, and in the event a timber sale is approved for the Rremises that is consistent with the Lessee's use of the Premises, State shall be entitled to t~ revenue from any such sale unless otherwise agreed and approved by the Board of Natural Resources. State shall distribute any revenue accruing from resource disposal to the appropri te trust, as presently specified at Chapter 79.64 RCW, or as may hereafter be designated y the Legislature. I SECTION 5 ASSESSMENTS, T 4.xES, INSURANCE I 5.01 Assessments. Lessee shall pay all assessments tat may be charged against the Premises. Lessee obligations under this subsection are not limited 0 assessments relating to the encumbrances (if any) listed in Exhibit IB of this Lease but extend to all assessments that may Trust Land Transfer Lease 5 of 22 Lease No. 60-082210 . e . . . . be charged against the Premises, including, but not limited to, forest patrol assessments, weed assessments, watershed protection district assessments, conservation district assessments, storm water runoff assessments, and local improvement district assessments. 5.02 Utilities. Lessee shall be liable for all electrical power, water, sewer and other utility charges or expenses, including power minimums and utility disconnect charges incurred prior to, or following, termination or expiration ofthis Lease. 5.03 Taxes. Lessee shall pay leasehold excise tax if required by Washington State statute. Lessee shall pay all federal, state and local taxes including, but not limited to, personal property tax and excise tax, if any, that may be charged against the Lease and improvements located on the Premises. If State must pay any assessments, taxes, penalties or interest because of Lessee's failure to pay such assessments, taxes, penalties or interest, Lessee shall immediately reimburse State for such expenditures and the obligation shall accrue interest until paid. 5.04 Insurance. Lessee shall, at all times during the term of this Lease at its cost and expense, buy and maintain insurance of the types and amounts listed below. Failure to buy and maintain the required insurance may result in the termination of this Lease, at State's option. All insurance and surety bonds should be issued by companies admitted to do business within the State of Washington and have a rating of A-, Class VII or better in the most recently published edition of Best's Reports. Any exception shall be reviewed and approved by State's risk manager before this Lease is accepted. If an insurer is not admitted, all insurance policies and procedures for issuing the insurance policies must comply with Chapter 48.15 RCW and 284-15 WAC. State shall be provided written notice before cancellation or non-renewal of any insurance referred to therein, in accord with the following specifications: a. Insurers subject to Chapter 48.18 RCW (admitted and regulated by the Insurance Commissioner): The insurer shall give State forty-five (45) days advance notice of cancellation or non-renewal. If cancellation is due to non-payment of premium, State shall be given ten (10) days advance notice of cancellation. b. Insurers subject to Chapter 48.15 RCW (surplus lines): State shall be given twenty (20) days advance notice of cancellation. If cancellation is due to non- payment of premium, State shall be given ten (10) days advance notice of cancellation. Before starting work, Lessee shall furnish State with a certificate(s) of insurance, executed by a duly authorized representative of each insurer, showing compliance with the insurance requirements specified in the Lease and, if requested, copies of policies to State. The certificate of insurance shall reference the "State of Washington, Department of Natural Resources", and the Lease number, found on the front page and footer of this Lease. Lessee shall include all contractors and subcontractors as insured under all required insurance Trust Land Transfer Lease 6of22 Lease No. 60-082210 policies, or shall furnish separate certificates of insuranle and endorsements for each contractor . and subcontractor. Contractors and subcontractors mu~ comply fully with all insurance requirements stated herein. Failure of contractors and ~ubcontractors to comply with insurance requirements does not limit Lessee's liability or respon~ibility. I I The "State of Washington, Department of Natural Reso~rces", its elected and appointed officials, agents and employees shall be named as an additional i~sured on all general liability, excess, umbrella, and property insurance policies. ! All insurance provided in compliance with this Lease JaIl be primary as to any other insurance or self-insurance programs afforded to or maintained bi State. Lessee waives all rights against State for recovery of d~ages to the extent these damages are covered by general liability or umbrella insurance maintained pursuant to this Lease. , If Lessee is self-insured, evidence of its status as a self-I' nsured entity shall be provided to State. If requested by State, Lessee must describe its financial condition and the self-insured funding mechanism. I By requiring insurance herein, State does not represent that coverage and limits will be adequate to protect Lessee and such coverage and limits shall no~ limit Lessee's liability under the indemnities and reimbursements granted to State in thisl Lease. I The limits of insurance, which may be increased by Stat' e, as deemed necessary, shall not be less . than as follows: ! Commercial General Liability Insurance. I Lessee shall maintain Commercial General Liability (CPL) insurance covering claims for bodily injury, personal injury, or property damage arising on the Premises and/or out of Lessee' s operations and, if necessary, commercial umbrella insu~ance with a limit of not less than $1,000,000 per each occurrence. If such CGL insuranc~ contains aggregate limits, the General Aggregate limit shall be at least twice the "each occurr~nce" limit. CGL insurance shall have a products-completed operations aggregate limit of at leaft two times the "each occurrence" limit. CGL insurance shall be written on Insurance Services ffice (ISO) occurrence form CG 00 01 (or a substitute form providing equivalent coverage). II insurance shall cover liability arising out of Premises, operations, independent contractors, p ducts completed operations, personal injury and advertising injury, and liability assumed und r an insured contract (including the tort liability of another party assumed in a business contract , and contain separation of insured (cross liability) condition. ! I Employer's Liabilitv ("Stop Gap") Insurance. ~ Lessee shall buy employers liability insurance, and, if n cessary, commercial umbrella liability insurance with limits not less than $1,000,000 each acc'dent for bodily injury by accident or $1,000,000 each employee for bodily injury by disease' Trust Land Transfer Lease 7 of 22 Lease No. 60-082210 . . . . Workers' Compensation Coverage. Lessee shall comply with all State of Washington workers' compensation statutes and regulations. Workers' compensation coverage shall be provided for all employees of Lessee and employees of any contractor, subcontractor or sub-subcontractor. Coverage shall include bodily injury (including death) by accident or disease, which exists out of or in connection with the performance of this Lease. Except as prohibited by law, Lessee waives all rights of subrogation against State for recovery of damages to the extent they are covered by workers' compensation, employer's liability, commercial general liability, or commercial umbrella liability insurance. If Lessee, contractor, subcontractor or sub-subcontractor fails to comply with all State of Washington workers' compensation statutes and regulations and State incurs fines or is required by law to provide benefits to or obtain coverage for such employees, Lessee shall indemnify State. Indemnity shall include all fines, payment of benefits to Lessee, contractor or subcontractor employees, or their heirs or legal representatives, and the cost of effecting coverage on behalf of such employees. Business Auto Policy. Lessee shall maintain Business Auto Policy (BAP) liability and, if necessary, commercial umbrella liability insurance with a limit not less than $1,000,000 per accident. Such insurance shall cover liability arising out of "Any Auto." BAP coverage shall be written on ISO form CA 0001, or substitute liability form providing equivalent coverage. Ifnecessary, the policy shall be endorsed to provide contractual liability coverage and cover a "covered pollution cost or expense" as provided in the 1990 or later editions of CA 00 01. Lessee waives all rights against State for the recovery of damages to the extent they are covered by BAP liability or commercial umbrella liability insurance. SECTION 6 MANAGEMENT 6.01 Weed Control. Lessee shall control all weeds, including but not limited to county, state or federally listed noxious weeds, on all lands under this Lease. Lessee shall be responsible for, or. shall immediately reimburse State, any weed control cost incurred as a result of Lessee's failure to control weeds on said Premises. 6.02 Deleterious, Hazardous, Toxic, or Harmful Substances. I. Deleterious Material. Lessee shall not make, or suffer to be made, any filling in of the Premises or any deposit of rock, earth, ballast, refuse, garbage, waste matter, chemical, biological or other wastes, hydrocarbons, any other pollutants, or other matter within or upon the Premises, except as approved in writing by State. If Lessee fails to remove all non-approved fill material, refuse, garbage, wastes or any other of the above materials from the Premises, Lessee agrees that State may, but is not obligated to, remove such materials and charge Lessee for the cost of removal and disposal. Trust Land Transfer Lease 8 of 22 Lease No. 60-082210 2. Hazardous. Toxic. or Harmful Substanch. I I Lessee shall not keep on or about the Premises, any substances now or hereinafter designated as or con ining components now or hereinafter designated as hazardous, toxic, ngerous, or harmful, and/or which are subject to regulation as hazardou , toxic, dangerous, or harmful by any federal, state or local law, regula ion, statute or ordinance (hereinafter collectively referred to as "Haza dous Substances") unless such are necessary to carry out Lessee's ermitted Use under Subsection 2.01 and unless Lessee fully complies wit. all federal, state and local laws, regulations, statutes, and ordinanres, now in existence or as subsequently enacted or amended. Lessee shall: l' (I) Immediately notify State f (i) all spills or releases of any Hazardous Substance afD. ting the Premises, (ii) all failures to comply with any federal, Istate, or local law, regulation or ordinance, as now enactd:l or as subsequently enacted or amended, (Hi) all inspections ofth~eremises by, or any correspondence, orders, citations, or notifi ations from any regulatory entity concerning Hazardous S stances affecting the Premises, (iv) all regulatory orders or finestr all response or interim cleanup actions taken by or proposed to b taken by any government entity or private party concerning e Premises; and I On request, provide copi~s to State of any and all correspondence, pleadings, and/or reports~eceived by or required of Lessee or issued or written by Less e or on Lessee's behalf with respect to the use, presence, transpo tion or generation of Hazardous Substances related to the remises. Lessee shall be fully and compleJely liable to State, and shall indemnify, defend, and hold harmless State J~d its agencies, employees, officers, and agents with respect to any and al damages, costs, fees (including attorneys' fees and costs), penalt es (civil and criminal), and cleanup costs assessed against or imposed as a esuIt of Lessee's use, disposal, transportation, generation and/or sale of Hazardous Substances or that of Lessee's employees, agents, assi s, lessees, contractors, subcontractors, licensees or invitees, and for any breach of this subsection. a. b. (2) c. . . 6.03 Hazardous Conditions. Lessee shall immedia~ly remedy hazardous conditions, and exercise due diligence in notifying State and anyone at risk of harm. I 6.04 NoW asle. Lessee shall not commit or allow 1Y waste of the Premises. Trust Land Transfer Lease 9 of 22 I Lease No. 60-082210 . I I I i I i . . . 6.05 Condition of Premises at End of Lease. Prior to vacating the Premises, Lessee shall leave the Premises and all improvements thereon to which State has elected to claim title in the state of repair and cleanliness required to be maintained by Lessee during the term of this Lease, and shall peaceably and quietly surrender the same to State. SECTION 7 SUBLEASES AND ASSIGNMENTS 7.01 Subleases. The Premises, in whole or in part, and the appurtenances thereon shall not be subleased without prior written approval from State, which approval shall be in State's sole discretion and only if consistent with state trust land status and the Permitted Uses. If subleased, Lessee shall remain obligated and responsible for all actions on the Premises, including compliance with all provisions contained in this Lease. Subleases to public agencies as defined by RCW 79.17.200 (1) or any nonprofit nature conservancy corporation or nonprofit historic preservation corporation as defined by RCW 64.04.130, if for conserving for open space purposes, are deemed consistent with state trust land status. 7.02 Assignment. Lessee shall not hypothecate, mortgage, assign, encumber, transfer, or otherwise alienate this Lease, or any interest therein, or engage in any other transaction which has the effect of transferring or affecting the right of enjoyment of the Premises, without the prior written approval of State, which approval shall be in State's sole discretion and if consistent with state trust land status and the Permitted Uses. Assignments to public agencies as defined by RCW 79.17.200 (I) or any nonprofit nature conservancy corporation or nonprofit historic preservation corporation as defined by RCW 64.04.130, if for conserving for open space purposes, are deemed consistent with state trust land status. 7.03 Assignee/Transferee Obligations. Each permitted assignee, or transferee of Lessee shall assume and be deemed to have assumed all obligations of Lessee under this Lease. Notwithstanding any such assignment or transfer, Lessee shall be and remains jointly and severally liable with the assignee or transferee for all obligations under this Lease, unless released, in writing, by State. SECTION 8 IMPROVEMENTS 8.01 Authorized Improvements. No improvement shall be placed on the Premises without the prior written consent of State and shall be in conformance with any approved Plan of Use and Development submitted to State under Section 2. Authorized improvements must be listed in Exhibit 2 or an amendment thereto, or contained in a written Letter of Authorization issued by State. Unauthorized improvements shall either be: removed by Lessee without damage to the Premises, removed by State at Lessee's expense, or become the property of State, at State's option. All improvements currently on the Premises belong to State except those authorized improvements, both of which, if any, are listed in Exhibit 2. Exhibit 2 may be supplemented with a Letter of Authorization issued by State, for the purpose of authorizing additional Trust Land Transfer Lease 10 of22 Lease No. 60-082210 . improvements to the Premises during the term of this ~ase. Letters of Authorization shall be ~umulative and become addenda to Exhibit 2 when dettrmining the sum of all authorized Improvements. I 8.02 Disposition of Authorized Improvements. U~on the expiration or termination of this Lease, all authorized improvements shall belong to Sta~e as provided in RCW 79.13.050 without compensation to Lessee, or, at the election of State, Ledsee shall remove the improvements from the Premises at Lessee's sole cost, and the affected portion ofthe Premises restored to its pre- improved and natural condition. In the event State elec~' s to have the improvements removed and Lessee fails to remove the improvements within ninety 90) days, State may have the improvements removed and the area restored at Lessee s expense. 8.03 Removal of Improvements during Lease. DJing the term of this Lease, authorized improvements owned by Lessee may be removed by Ldssee by submitting a general plan for removal of authorized improvements and restoration o~the Premises. State will review that plan and, if acceptable, issue written approval. Lessee Shallf' omply with the agreed upon terms of the approved plan. Lessee shall be liable for any and all co ts and/or fees and any and all damage to the Premises or any improvement belonging to State re ulting from such removal. 8.04 State's Repairs. State shall not be required or ~bligated to make any repairs, alterations, maintenance, replacements, or repairs in, on, or about tfue Premises, or any part thereof, during the term ofthis Lease. I I I I 8.05 Lessee's Repairs, Alteration, and Maintenan~e. Lessee shall, at its sole cost and expense, keep and maintain the Premises and all impro ements thereon and all facilities appurtenant thereto (regardless of ownership) in good 0 der and repair and safe condition for the conduct of any activities or enterprises carried out on t e Premises pursuant to this Lease, and keep and maintain the whole of the Premises, including all improvements in a clean, sanitary and attractive condition. Lessee shall maintain and repair S ate-owned improvements at Lessee's own expense. . I I I SECTION 9 ROADS AND ROt MAINTENANCE I 9.01 Roads Across Premises. Lessee is authorized, ~Ubject to an approved Plan of Use and Development in accordance with Section 2, to use exist ng roads on the Premises needed for Permitted Uses under this Lease. Lessee may, with wri en approval of State, construct additional roads needed on the Premises, in accordance with Section 2 of this Lease and subject to any limitations related to the ITP as determined by State in State's sole discretion. Construction and maintenance activities shall meet or e~ceed Forest Practices Board standards (Chapter 222-24 WAC) and be in conformance with th1 ITP. Lessee shall comply with the terms set forth herein when using the roads. I 9.02 Access to Premises. The property may be legaty accessed by county and/or state rights- of-way. Lessee is responsible for determining the appr priate legal access route that serves the Permitted Use. Should the Lessee need alternate acces , Lessee must also provide for access by Trust Land Transfer Lease 11 of 22 Lease No. 60-082210 . . . . State to exercise its rights under the Lease. Lessee shall submit to State any agreements intended to obtain and provide legal access to the Premises for State's review and approval prior to entry, and State's consent may not be unreasonably withheld proposed that State may withhold consent for any additional access that could affect State's future compliance with the ITP. Lessee is responsible for acquisition and construction costs that may be needed to develop the desired access route. 9.03 Term. The rights granted in this section shall last only until this Lease expires or is terminated as provided herein unless otherwise authorized by State. 9.04 Road Repair. Lessee shall repair or cause to be repaired at its sole cost and expense damage to a road(s) occasioned by it which is in excess of that which it would cause through normal and prudent usage of said road(s). Within fifteen (15) days ofthe damage, Lessee shall meet with State and provide a plan for the repairs. 9.05 Road Maintenance. The cost of road maintenance and resurfacing shall be borne by Lessee unless associated with State's use of the Premises. State and Lessee acknowledge that Lessee may make the roads available for public use to carry out the Permitted Uses and Lessee accepts all cost and liability associated with any such public use. State shall not be required to perform maintenance and resurfacing work unless it can be established that such work is needed as a direct result of State's use of any roads on the Premises. Lessee hereby releases, discharges, and agrees to defend, indemnify and hold State harmless for any and all claims, damages, liabilities, and causes of action which may arise as a result ofthe Permitted Uses or Lessee's use and control of the Premises. This indemnity is not intended to limit the scope or effectiveness of the indemnity found in Section 11.01, but shall be in addition to said indemnity. 9.06 Improvements. Lessee shall construct no road improvements without the prior written consent of State, which shall not be unreasonably withheld provided that State may withhold consent for any road improvements that could affect State's future compliance with the ITP. Unless the parties agree in writing to share the cost of improvements, improvements shall be at the sole expense of the improver. Any improvements to road areas shall become property of State upon expiration or termination of the Lease. 9.07 Road Fee. Lessee shall pay any road use or maintenance fees, including but not limited to the Access Road Revolving Fund fees established by State. 9.08 Insurance. The provisions under Subsection 5.04 shall apply to Lessee's use of and to those authorized by Lessee to use the roads and easements authorized herein. SECTION 10 DEFAULT AND REMEDIES 10.01 Nonwaiver. Waiver by State of strict performance of any provision of this Lease shall not be a waiver of, nor prejudice State's right to require strict performance of the same provision in the future or of any other provision. The acceptance of performance, rent, or any other sum owing, by State following a breach by Lessee of any provision of this Lease shall not constitute a Trust Land Transfer Lease 120f22 Lease No. 60-082210 waiver of any right of State with respect to such breach I and State shall be deemed to have . waived any right hereunder only if State shall have expressly done so in writing. i 10.02 Attorney Fees and Venue. Each party shall bel responsible for their own attorney fees and court costs in the event of a dispute arising out of t~is agreement. Venue for resolving such disputes shall be in Thurston County Superior Court oflWashington. 10.03 Notices. Any notice given under this Lease shall be deemed received when delivered by hand or five (5) days after deposit in the United States ~ail with first-class postage affixed, addressed as noted below. Changes of address shall im~ediately be given in accordance with this subsection. Any notice or missive given under thisl Lease shall be sent: To State: Department of Natural Resources Olympic Region Product Sales & Leasing 411 TilIicum Lane Forks, W A 98331 To Lessee: Jefferson County Office of the County Administrator . 1820 Jefferson Street PO Box 1220 Port Townsend, W A 98368 10.04 Default. If Lessee breaches or defaults on any ~ndertaking, promise or performance called for herein, State may cancel this Lease after Less e has been given thirty (30) days notice of the breach or default and such breach or default has ot been corrected within such time. Upon such cancellation, all improvements on the Premi es shall be forfeited and become the property of State subject only to any previously approvt'd waiver of interest or security interest. State may seek damages for any and all violations or de au Its with or without canceling this Lease. In the event State deems the breach or default t constitute a threat to safety, life, or property it may elect to intervene immediately and entet the Premises, without notice, to remedy the breach or default and Lessee hereby agrees to repay I State for all costs in remedying the breach or default upon demand, together with ,interest t~ereon from the date of expenditure at the rate set forth in this Lease. Alternatively, State may re9~ire Lessee to act immediately to remedy the breach or default, should State deem it a threat to safety, life, or property. ! 10.05 Survival. All obligations of Lessee to be perfOljmed prior to the expiration or earlier termination shall not cease upon the termination or exp~ration of this Lease, and shall continue as obligations until fully performed. All clauses of this ~iase, which require performance beyond the termination or expiration date, shall survive the te ination or expiration date of this Lease. However, upon expiration or earlier termination ofthis ease, the rights of Lessee and of all Trust Land Transfer Lease 13 of22 Lease No. 60-082210 . . . . persons, firms, corporations, and entities claiming under Lessee in and to the Premises and all improvements thereon, unless specified otherwise in this Lease, shall cease. 10.06 State's Right to Cure Defaults. If Lessee fails to perform and is in default of any undertaking or promise contained herein, including those set forth in any Plan of Use and Development, State shall have the option, but is not obligated, to make such performance after giving ten (10) days written notice to Lessee. State's costs and expense to correct Lessee's failure to perform shall be reimbursed by Lessee and shall be immediately due and payable, together with interest accruing from the date such cost or expense is incurred. 10.07 Remedies Cumulative. The specified remedies to which State may resort under the terms of this Lease are cumulative and are not intended to be exclusive of any other remedies or means of redress to which State may lawfully be entitled in case of any breach or threatened breach by Lessee of any provision of this Lease. SECTION 11 GENERAL PROVISIONS 11.01 Indemnity (Assumption of Liability). To the fullest extent permitted by law, Lessee shall indemnify, defend and hold harmless State, and all officials, agents and employees of State, from and against all claims arising out of or resulting from the performance of this Lease. A "claim" as used in this Lease means any financial loss, claim, suit, action, damage, or expense, including but not limited to attorneys' fees, attributable for bodily injury, sickness, disease or death, or injury to or destruction of tangible property including loss of use resulting therefrom. Lessee's obligation to indemnify, defend, and hold harmless includes any claim by Lessee's agents, sub lessees, employees, representatives, invitees, licensees, permittees, contractors or any subcontractor or their employees, and any other persons entering the Premises pursuant to the Permitted Uses. Lessee expressly agrees to indemnify, defend, and hold harmless State for any claim arising out of or incident to Lessee's, sublessee's, any contractor's or subcontractor's performance or failure to perform a contract. Lessee's obligation to indemnify, defend, and hold harmless State shall not be eliminated or reduced by any actual or alleged concurrent negligence of State or its agents, employees and officials. Lessee waives its immunity under Title 51 RCW to the extent it is required to indemnify, defend and hold harmless State and its officials, agents or employees. 11.02 No Partnership. State is not a partner nor a joint venturer with Lessee in connection with the activities conducted and business carried on under this Lease, and State shall have no obligation with respect to Lessee's debts or other liabilities. 11.03 Authority State's Authority. This Lease is entered into by State pursuant to the authority granted under Washington Laws of2008, Ch. 328, Section 3042, by statute and the Constitution of the State of Washington, and the State's Enabling Act. The terms and conditions hereof are subject to such statutory and constitutional provisions as may be now in effect and such provisions which do not impair the contractual rights of Lessee under this Lease that may lawfully be enacted subsequent to the date of this Lease provided that State may interfere with Lessee's contractual expectations Trust Land Transfer Lease 14of22 Lease No. 60-082210 to the extent required by laws subsequently enacted that relate to State's trust responsibilities. . Lessee's Authority. By signing this Lease, Lessee repf:sents that Lessee is authorized to enter this Lease and that Lessee's representative has. been au orized to execute this Lease on Lessee's behalf. Prior to executing this Lease, Lessee shall prov de State with a resolution adopted by Lessee's governing body evidencing authorization to e ter this Lease. 11.04 Preservation of Markers. Any legal 1. and sub~ivision survey corners, reference points or monuments are to be preserved. If such are destroye~ or disturbed, State shall be notified immediately and prior to re-establishment. Upon appr val of State, they shall be re-established by a licensed land surveyor in accordance with the Uni ed States General Land Office standards at Lessee's expense. Corners and/or reference points 0 monuments that must necessarily be disturbed or destroyed in the process of carrying out th operations allowed by this Lease must be adequately referenced and/or replaced in accordance with Chapter 58.09 RCW. Such references and replacements must be approved in writi g by State prior to removal of said corners, reference points or monuments. I 11.05 Condemnation. If all of the Premises are take1bY any public authority under the power of eminent domain, this Lease shall terminate as of the ate possession is taken by said public authority pursuant to such condemnation. If any part 0 the Premises is so taken and, in the opinion of Lessee, it is not feasible to continue this Lea e, then Lessee may terminate the Lease. Such termination shall be made by notice to State giveq not later than thirty (30) days after possession is so taken, the termination to be effective a~ of the later of thirty (30) days after said notice or the date possession is so taken. No refunds orl prorations on sums paid or due will be made. All damages awarded for the taking or damagint of all or any part of the Premises shall belong to and become the property of State, and Lessee hereby disclaims and assigns to State any and all claims to such award. State will not claim any interest in any award for pers01al property belonging to Lessee or for Authorized Improvements then belonging to Lessee. Stte will not claim a share of any award made to Lessee for moving expenses. ! Lessee shall not exercise any powers of eminent domai~ that Lessee might otherwise be entitled to use against State or the Premises, unless Lessee calcilates the fair market value of the Premises absent the encumbrance of this Lease. 11.06 Time of Essence. Time is expressly declared t~ be of the essence of this Lease and each and every covenant of Lessee hereunder. This Lease s~all not be valid unless mutually executed on or before June 30, 2009, unless otherwise approved ~y the Legislature. ! 11.07 Lease Changes and Additions. Any changes <t additions to this Lease or the attached exhibits shall be made in writing, executed by the parti s hereto, and neither State nor Lessee shall be bound by verbal or implied agreements. . 11.08 Entire Agreement. This written Lease or its s cessor or replacement contains the entire agreement ofthe parties hereto with respect to th matters covered hereby, and no other agreement, statement or promise made by any party her to, or to any employee, officer or agent . Trust Land Transfer Lease 15 of 22 Lease No. 60-082210 of any party hereto, which is not contained herein, shall be binding or valid. 11.09 Invalidity. If any term or provision of this Lease or the application thereof to any person or circumstance shall to any extent prove to be invalid, unenforceable, void, or illegal, the remainder ofthis Lease, or the application of such term or provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall be not affected thereby, and each term and provision of this Lease shall be valid and be enforced as written to the fullest extent permitted by law. 11.10 Discrimination. Lessee shall not conduct or suffer any business or activity upon the Premises which unlawfully discriminates against any person on the basis of race, color, creed, religion, sex, age, or physical or mental handicap. 11.11 Exhibits. Any exhibit attached hereto shall be deemed a part of this agreement and incorporated herein by reference. Signed this ~'\:h day of J \AV\-e ,20121. t "p"'o"'"'d as to form c~ ..,. ii" q;;;7 JEFFERSON COUNTY /!~, Signature, \ft. \/\ c\ S \A. \ \ i \l <X. VI pri~d ~ame , / C\ \ r\M.o.. l'\ Title Signed this day of ,20_. STATE OF WASHINGTON DEPARTMENT OF NATURAL RESOURCES PETER GOLDMARK Commissioner of Public Lands Approved as to Form, By Pamela W. Krueger, Assistant Attorney General Trust Land Transfer Lease 16 of 22 Lease No. 60-082210 LESSEE ACKNOWLEDGMENT STATE OF WASHINGTON ) ) ss COUNTY OF JEFFERSON ) On this day ~ersonalIY appeared before me -1)0.., v-i '" .s ull.. t/ ~ , to me known to be the CA.r,,~) R rrlTl.R. 8cl cJ/ {l.AIM that executed the foregoing instrument and acknowledged the s;fd instrum~t to be the free and voluntary act and deed of saId ~oa kb of ~~ >>t. for the uses and purposes therein mentioned, and on oath stated that he was authoriled to execute the said instrument. "- WITNESS my hand and official seal this ~day of ~ ~ ,2OQt. :"10."""\\\\\'" ' $...........\,.. L. O~',I, ,:::.._Q..~ ""'\\\\"'1" '1" . :: O",~~&lOIlIt~'" ~. ~ =" .:::.a.,.".. --r. 'I.-~ ~ :: f~ +OT<4. ~\ ~ ~ ~ iu ~ ~i:.'< ~ '- i .... ..., -! ~ ~(I)~.. :: """ . ~ -- \ 118\..\(, = ~ ~ z..,~.a ~!'IiO:: ~ "A'!II"v'30.4,'\$'!? = ~I ~ 0 .,,,,,,\\\\,,,,''''''',, .::: ~III, '/:' fNAS'v\\~....~ .ta,\\\,\\"".... Trust Land Transfer Lease Notary Public in and for teState of W ashington, residi~g at /.....o~NfI ~. Ue.,JJI),J.; My appointment expires 0;3011/ 17 of 22 Lease No. 60-082210 . . . COMMISSIONER OF PUBLIC LANDS STATE OF WASHINGTON ) ) ss. COUNTY OF THURSTON ) On this day of , 20_, personally appeared before me Peter Goldmark, the duly elected, qualified and acting Commissioner of Public Lands, State of Washington, who executed the within and foregoing instrument on behalf of the State of Washington, and acknowledged the 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 affixed my official seal on the day and year first above written. Notary Public in and for the State of Washington, residing at My appointment expires Trust Land Transfer Lease Lease No. 60-082210 18 of 22 EXHIBIT lk (As referenced in Intro1uctOry) QUIMPER PENINSuLA WEST TRUST LAND TRANS~ER LEASE , L"",t1 DescriP+.Jl I The SEl/4 of the SWl/4 and the SWII4 of the SEl/4 of Section 32, Township 31 North, Range 1 West, Willamette Meridian, Jefferson County, Washington, according to U.S. Government subdivision procedures, i TOGETHER WITH I Lots 1,2,3,4 and 5 of Block 72 of the Supplementary ~lat of Captain Tibbals Lake Park, according to the plat thereof recorded in Volume 2 ofptats at Page 3, records of Jefferson County Washington. Dennis J. Gelvin, PLS (360) 902-1674 Land Description & R!W Specialist State Land Survey Unit PO Box 47060 Olympia, W A 98504-7060 Trust Land Transfer Lease 19 of 22 Lease No. 60-082210 . . . . . . EXHIBIT IB (As referenced in Introductory) . QUIMPER PENINSULA WEST TRUST LAND TRANSFER LEASE Encumbrances Indefinite Easement granted under Application No. 50-029315, to Pacific Northwest Bell Telephone Company for buried cable. Indefinite Easement granted under Application No. 50-CR3161, to Jefferson County for County Road. Indefinite Condemnation for Easement granted under Application No. 82-000457, in favor of Jefferson County. North Jacob Miller Private Road Trespass granted under Application No. T3-083189, as shown and described by that Record of Survey recorded September 14, 1995, in Book 17 of Surveys at Pages 65-69, under Auditor's File No 384739, Jefferson County records. East Middlepoint Road Trespass granted under Application No. T3-083 190, as shown and described by that Record of Survey recorded September 14, 1995, in Book 17 of Surveys at Pages 65-69, under Auditor's File No 384739, Jefferson County records. No other encumbrances of record. There may be additional encumbrances that presently do not show on the records of the State of Washington, such as cultural sites or endangered spe.cies. Encumbrances change over time. Lessee is responsible to perform their own due diligence in matters where Lessee needs a complete and current list of encumbrances. Trust Land Transfer Lease 20 of 22 Lease No. 60-082210 EXHIBIT ~C (As referenced in Sectifn 2.05) QUIMPER PENINS~A WEST TRUST LAND TRANSfER LEASE I I Habitat Conservation Plaq Reauirements . 1. Lessee shall immediately notify State of new 10 ations of Permit species covered in the ITP that are discovered within the leased Premi es covered by the HCP, including, but not limited to: locations of occupied murre let h bitat; spotted owl nest sites; wolves; grizzly bears; nests, communal roosts, or feedi g concentrations of bald eagles; peregrine falcon nests; Columbian white-tailed deer; Ale .tian Canada geese; and Oregon silverspot butterflies. In all circumstances notification m4st occur within a twenty-four (24) hour time period. ! i Upon locating any live, dead, injured, or sick s ecimens of any listed species covered by the ITP within the leased Premises, Lessee shal immediately notify State. In all circumstances notification must occur within a enty-four (24) hour time period. Lessee may be required to take certain actions to help tate safeguard the well being of any live, injured or sick specimens of any listed species iscovered, until the proper disposition of such specimens can be determined by State. Le~see may be required to take certain actions to preserve biological material in the beSt possible state for handling any dead specimens. I i Lessee shall refer to ITP number PRT-812521 (~copy of the ITP is located for reference in any of State's region offices) and PR T -1168 ~n all correspondence and reports concerning Permit activities. I I I All applicable provisions of the ITP and this sc~edule must be presented and clearly explained by Lessee to all authorized officers, employees, contractors, or agents of Lessee conducting authorized activities on the ~remises. Any questions Lessee may have about the ITP should be directed to State. 2. . 3. 4. 5. Lessee shall notify State of any non-timber acti ity in order to allow State to determine its obligation to provide information related to on-timber activities to the United States Department of the Interior, Fish and Wildlife S ice and Lessee shall provide any information required by State that State is requi~ed to submit to the United States Department of the Interior, Fish and Wildlife Service under the ITP, Condition L. Trust Land Transfer Lease . 21of22 Lease No. 60-082210 AFfER RECORDING RETURN TO: Department of Natural Resources Asset Management and Protection Division ATTN: Trust Land Transfer Program P.O. Box 47014 Olympia., W A 98504-7014 . WASHINGTON STATE DEPARTMENT OF Natural Resources Peter GoIdmark - Commissioner of Public Lands QUIMPER PENINSULA EAST TRUST LAND TRANSFER LEASE Lease No. 60-082211 BY THIS LEASE, issued under the authority of Washington Laws of 2008, Chapter 328, Section 3042, the STATE OF WASHINGTON, Department of Natural Resources, hereinafter called "State", leases to JEFFERSON COUNTY, hereinafter called "Lessee", the use of the premises, hereinafter called the "Premises", in Jefferson County Washington, the legal description(s) of which is set forth in Exhibit lA, attached hereto and incorporated herein by this reference and the encumbrances, if any, of which are set forth in Exhibit IB, attached hereto and incorporated herein by this reference. This Lease is made upon the terms and conditions and for the consideration enumerated herein. SECTION 1 OCCUPANCY 1.01 Lease Term. This Lease is effective as of the date of signature by State and shall expire in fifty (50) years, on 1.02 Condition of Premises. Taking possession of the Premises by Lessee shall constitute acknowledgment by Lessee that the Premises are in good condition and that the Premises are in all respects suitable for the Permitted Use(s) in Section 2. State has no obligation to make any repairs, additions, or improvements thereto and expressly disclaims any warranty that the Premises are suitable for such Permitted Use(s). Lessee agrees to maintain the Premises in at least as good a condition as the Premises are received, and allow no degradation of the Premises and natural resources thereon. Trust Land Transfer Lease 1 of 22 Lease No. 60-082211 . . . 1.03 Non-Default Termination. In response to a written request from Lessee asking to surrender the leasehold, State may, at its sole discretion, terminate all or part of this Lease upon satisfaction by Lessee of all outstanding duties and obligations. 1.04 Renewal of Lease. At the end of this Lease term, Lessee shall have the option to apply for another fifty (50) year lease term, upon lump sum payment of full fair market value of the leasehold on the date of renewal, and subject to reaching agreement upon the provisions of a new Lease in context of applicable law in existence at the time of renewal. SECTION 2 USE OF PREMISES 2.01 Permitted Use. Lessee may put the Premises to the following use(s) for public benefit: fish and wildlife habitat, open space, or recreation. Lessee may also request alternative uses of the Premises that are compatible with the original intended public purposes, provided such uses are approved by State, and by the Legislature of the State of Washington, at Lessee's sole expense. 2.02 Plan of Development. Lessee shall not make any improvements to nor modify the Premises without submitting ninety (90) days in advance to State its general plan for the use and development hereinafter called "Plan of Use and Development", of the Premises seeking State's consent to the uses and development proposed in the plan. State will review the plan and provide comments within ninety (90) days of receipt, with State's review primarily focusing upon consistency with the Permitted Uses and the Habitat Conservation Plan described in Section 2.05. State may condition its consent on any review or approval required by other entities or may delay its comments and consent until any required review or approval(s) is received, at State's discretion. Lessee shall comply with the agreed upon terms ofthe approved Plan of Use and Development. The plan shall include, as appropriate, the following: I. A map showing the areas and acreage to be developed along with the location of improvements; 2. Changes in use that may occur as a result of the Lessee's management ofthe Premises pursuant to a plan of development; 3. Timber harvest, land clearing and grading plans with acreage figures; and 4. An estimated total cost of improvements. Any Plan of Use and Development must be consistent with the Permitted Uses, and may be limited by Subsection 2.04 and Section 6. All costs and fees associated with development, construction, maintenance and removal of improvements upon the Premises during and at the end of the Lease term shall be the sole responsibility of Lessee. Trust Land Transfer Lease 2of22 Lease No. 60-082211 Lessee shall obtain all building permits and otliler requir~d permits, licenses, permissions, . consents, and approvals from governmental agencies or Ithird parties in connection with this Lease and Lessee's Permitted Uses including constructi~n of any improvements, changes, alterations, additions, repairs, maintenance to or replacetnent ofthe Premises, or for the conduct of any activity upon the Premises at the sole cost and expense of Lessee. Copies of such permits, licenses, notifications, permissions, consents, and approyals shall be supplied to State upon request. I 2.03 Compliance Specifications. On all improveme*ts relating to the development of the Premises, the following shall apply: I I I I. State may make inspections during consduction. ! 2. State shall make a final inspection of the ~ompleted project and, if acceptable, shall issue its written acceptanc~. I I I State's approval or disapproval of any plans, specificatiqns, improvements or completed projects, shall not obligate or render State liable in any way. ! 2.04 Limitations on Use. The following restrictions ~hall apply to use of the Premises: 1. Lessee shall conform to all applicable IaJ" rules, regulations, permits, orders, or requirements of any public authority aff~~ting the Premises and the use thereof and shall bear, at Lessee's sole expense, ~ny costs of such compliance including any attorney fees, costs, fines or penaltiesl. I I Lessee shall remove no valuable materialinclUding but not limited to forest products, timber, minerals, sand, or grave, unless Lessee has received State's prior written approval and made arrange ents to compensate State for the value thereof. All timber, forest products and v luable material ownership thereof remain with State. I . 2. i Lessee shall take all reasonable precautio*s to control negative effects of designated or dispersed public access, inc~uding, but not limited to: a) protect the Premises from fire, insects and disease, a4d make every effort to report and suppress such fires, and report outbreaks f insects and disease as may occur; b) protect the Premises from asset value loss s due to vandalism, garbage dumping, resource theft or other illegal activities; a d c) protect the Premises from damage to soils, water quality, plants, animals or ther elements of the forest environment. If necessary to control such negative effe ts, Lessee shall close, limit, or redirect public access, at Lessee's reasonable discretion. Lessee's regulation of activities on the Premises shall be consistent with applicable law and the Plan of Use and Development. I 4. Lessee shall not allow any activity that ne~ativelY impacts adjoining land managed by State. State shall have sole drscretion in this regard. Trust Land Transfer Lease . 3 of 22 Lease No. 60-082211 3. . . 5. Lessee shall not allow any activities on the Premises that adversely impact the natural resources without written authorization. 2.05 Habitat Conservation Plan. The Premises are located within an area that is subject to the State of Washington, Department of Natural Resources Habitat Conservation Plan (HCP) and amendments thereto adopted in connection with Incidental Take Permit No. PRT-812521 as supplemented by Permit No. 1168, and the Implementation Agreement for the HCP dated January 30, 1997, and any amendments to said permits and agreement (Collectively "ITP"), which are incorporated herein by this reference. As long as the HCP remains in effect, Lessee and all persons acting under Lessee shall comply with the ITP and notify State if new locations of permit species are identified or upon locating dead, injured, or sick individual species as more specifically set forth in Exhibit I C while operating on the Premises. State shall have the right to modify these terms and conditions from time to time to comply with the ITP, the Endangered Species Act, the implementing regulations, and amendments thereto, or the requirements of the federal agencies administering these laws. In conjunction with any Plan of Use and Development submitted to State under Section 2.02 of this Lease, Lessee shall provide any documentation, analysis, or other information that may be required by the United States Department of the Interior, Fish and Wildlife Service, that is deemed necessary to maintain compliance with the ITP. In the event State is required to provide any information about the Permitted Uses in order to comply with the ITP, Lessee shall cooperate and promptly provide all information required in the time requested by State. . SECTION 3 PAYMENT 3.01 Consideration. Under the authority of, and in compliance with Washington Laws of 2008, Ch. 328, Section 3042, the State of Washington, Department of Natural Resources Trust Land Transfer Program has been authorized to enter into this Lease following deposit of a one time, lump sum payment, representing the fair market value of the Lease as appraised, of THREE HUNDRED SEVENTY. ONE THOUSAND TWO HUNDRED DOLLARS ($371,200), from the State Building Construction Account to the Common School Construction Account ("Lease Payment") if this Lease is executed on or before June 30, 2009, receipt of which is hereby acknowledged. Lessee's adherence to, compliance with, and performance under, the provisions of this Lease are necessary consideration to support Lessee's rights under this Lease. No additional consideration is required from Lessee during the initial fifty (50) year lease term. . 3.02 Option to Purchase the Remainder of the Fee Interest. At any time during this Lease, Lessee may request to purchase the residual value of the fee interest by submitting an offer to accept a land transfer that contains the terms and conditions of the offer. If State determines the offer reflects the fair market value of the residual fee interest at the time submitted, then State may accept the offer if on terms and conditions acceptable to State, pending approval of the Board of Natural Resources. State, upon payment in advance by Lessee of appraisal costs, will obtain a current appraisal which will determine the balance owed State to buyout the residual value of the fee interest and acquire all interest in the property identified in Exhibit 1A. To be acceptable to State, the appraisal must reflect a current higher and better use that is equal to, or exceeds, the use as originally appraised. The terms and conditions of the offer must include a Trust Land Transfer Lease 4of22 Lease No. 60-082211 deed restriction that restricts the Permitted Use of the p!operty to fish and wildlife habitat, open space, or recreation use in conformance with W ashingt~n Laws of 2008, Ch.328, Section 3042 and other applicable law, and require that the Premises p.o longer be used for any other purposes. Said deed restriction shall be binding on the purchaser 4nd all successors and assigns. The offer must be contingent upon proper authorization, be in acqordance with applicable law, contain adequate reservations for minerals and other valuable niaterials, and be in a form satisfactory to State. I 3.03 Costs Resulting from Use or Changes in Use. I All costs and fees associated with a change in a use or development of the Premises, includ1ng but not limited to permits, licenses, construction, or reconstruction shall be the sole respon ibility of Lessee. In addition, Lessee shall pay all costs and fees incurred by State which are, ssociated with any change in use or review or monitoring of any development requested by ILessee and authorized by State. Costs and fees may include, but are not limited to, appraisals, I surveys, staff time, and other similar costs. I I SECTION 4RESERt A nONS 4.01 Compliance. State shall have access to the Pretnises at all reasonable times to determine and secure compliance with this Lease. Failure to insp~ct or enforce compliance shall not be construed as a waiver of State's right to declare a breac~, nor relieve Lessee of any liability to State for any breach of the terms, conditions, or requir~ents of this Lease. I 4.02 Access. State reserves the right to grant easejm ts on the Premises that d 0 not materially interfere with Lessee's use of the Premises. The ease ent applicant may be required to remedy any damages to the Premises. Lessee's Plan of Use an Development and placement of improvements must be such that access to State's adjac nt ownership, if any, will not be impaired. I I I 4.03 Resource Disposal. Mineral rights and other ~luable materials including timber, rock, sand and gravel, shall continue to be managed by and the property of State and no timber sale will proceed that would be in contravention of applica Ie state land management plans. In connection with Lessee's submission of a Plan.' of Use fd Development pursuant to Section 2.02, and in the event a timber sale is approved for the remises that is consistent with the Lessee's use ofthe Premises, State shall be entitled to e revenue from any such sale unless otherwise agreed and approved by the Board of Natura Resources. State shall distribute any revenue accruing from resource disposal to the approp~ate trust, as presently specified at Chapter 79.64 RCW, or as may hereafter be designate~ by the Legislature. SECTION 5 ASSESSMENTS, T~S' INSURANCE 5.01 Assessments. Lessee shall pay all assessment1shat may be charged against the Premises. Lessee obligations under this subsection are not limite to assessments relating to the encumbrances (if any) listed in Exhibit IB of this Leas, but extend to all assessments that may Trust Land Transfer Lease 5 of 22 i Lease No. 60-082211 I . . . . . . be charged against the Premises, including, but not limited to, forest patrol assessments, weed assessments, watershed protection district assessments, conservation district assessments, storm water runoff assessments, and local improvement district assessments. 5.02 Utilities. Lessee shall be liable for all electrical power, water, sewer and other utility charges or expenses, including power minimums and utility disconnect charges incurred prior to, or following, termination or expiration of this Lease. 5.03 Taxes. Lessee shall pay leasehold excise tax if required by Washington State statute. Lessee shall pay all federal, state and local taxes including, but not limited to, personal property tax and excise tax, if any, that may be charged against the Lease and improvements located on the Premises. If State must pay any assessments, taxes, penalties or interest because of Lessee's failure to pay such assessments, taxes, penalties or interest, Lessee shall immediately reimburse State for such expenditures and the obligation shall accrue interest until paid. 5.04 Insurance. Lessee shall, at all times during the term of this Lease at its cost and expense, buy and maintain insurance of the types and amounts listed below. Failure to buy and maintain the required insurance may result in the termination of this Lease, at State's option. All insurance and surety bonds should be issued by companies admitted to do business within the State of Washington and have a rating of A-, Class VII or better in the most recently published edition of Best's Reports. Any exception shall be reviewed and approved by State's risk manager before this Lease is accepted. If an insurer is not admitted, all insurance policies and procedures for issuing the insurance policies must comply with Chapter 48.15 RCW and 284-15 WAC. State shall be provided written notice before cancellation or non-renewal of any insurance referred to therein, in accord with the following specifications: a. Insurers subject to Chapter 48.18 RCW (admitted and regulated by the Insurance Commissioner): The insurer shall give State forty-five (45) days advance notice of cancellation or non-renewal. If cancellation is due to non.payment of premium, State shall be given ten (10) days advance notice of cancellation. b. Insurers subject to Chapter 48.15 RCW (surplus lines): State shall be given twenty (20) days advance notice of cancellation. If cancellation is due to non- payment of premium, State shall be given ten (10) days advance notice of cancellation. Before starting work, Lessee shall furnish State with a certificate(s) of insurance, executed by a duly authorized representative of each insurer, showing compliance with the insurance . requirements specified in the Lease and, if requested, copies of policies to State. The certificate of insurance shall reference the "State of Washington, Department of Natural Resources", and the Lease number, found on the front pa.ge and footer of this Lease. Lessee shall include all contractors and subcontractors as insured under all required insurance Trust Land Transfer Lease 6 of 22 Lease No. 60-082211 policies, or shall furnish separate certificates of insuranqe and endorsements for each contractor . and subcontractor. Contractors and subcontractors must comply fully with all insurance requirements stated herein. Failure of contractors and s~bcontractors to comply with insurance requirements does not limit Lessee's liability or responS*'bility. The "State of Washington, Department of Natural Reso ces", its elected and appointed officials, agents and employees shall be named as an additional i sured on all general liability, excess, umbrella, and property insurance policies. ! I I All insurance provided in compliance with this Lease s~all be primary as to any other insurance or self-insurance programs afforded to or mairttained b~ State. I I Lessee waives all rights against State for recovery of damages to the extent these damages are covered by general liability or umbrella insurance maintained pursuant to this Lease. If Lessee is self-insured, evidence of its status as a self-insured entity shall be provided to State. If requested by State, Lessee must describe itsfinanciallcondition and the self-insured funding mechanism. I By requiring insurance herein, State does not represent {hat coverage and limits will be adequate to protect Lessee and such coverage and limits shall no~ limit Lessee's liability under the indemnities and reimbursements granted to State in this I Lease. The limits of insurance, which may be increased by State, as deemed necessary, shall not be less . than as follows: . Commercial General Liabilitv Insurance. I Lessee shall maintain Commercial General Liability (C L) insurance covering claims for bodily injury, personal injury, or property damage arising on t e Premises and/or out of Lessee's operations and, if necessary, commercial umbrella ins ance with a limit of not less than $1,000,000 per each occurrence. If such CGL insuranc contains aggregate limits, the General Aggregate limit shall be at least twice the "each occurr nce" limit. CGL insurance shall have a products-completed operations aggregate limit of at lea$t two times the "each occurrence" limit. CGL insurance shall be written on Insurance Services ffice (ISO) occurrence form CG 00 01 (or a substitute form providing equivalent coverage). II insurance shall cover liability arising out of Premises, operations, independent contractors, p oducts completed operations, personal injury and advertising injury, and liability assumed und r an insured contract (including the tort liability of another party assumed in a business contrac ), and contain separation of insured (cross liability) condition. I ! Employer's Liability ("Stop Gap") Insurance. i Lessee shall buy employers liability insurance, and, if Qecessary, commercial umbrella liability insurance with limits not less than $1,000,000' each acddent for bodily injury by accident or $1,000,000 each employee for bodily injury by disease. Trust Land Transfer Lease 7 of 22 Lease No. 60-082211 . . . . Workers' Compensation Coverage. Lessee shall comply with all State of Washington workers' compensation statutes and regulations. Workers' compensation coverage shall be provided for all employees of Lessee and employees of any contractor, subcontractor or sub-subcontractor. Coverage shall include bodily injury (including death) by accident or disease, which exists out of or in connection with the performance of this Lease. Except as prohibited by law, Lessee waives all rights of subrogation against State for recovery of damages to the extent they are covered by workers' compensation, employer's liability, commercial general liability, or commercial umbrella liability insurance. If Lessee, contractor, subcontractor or sub.subcontractor fails to comply with all State of Washington workers' compensation statutes and regulations and State incurs fines or is required by law to provide benefits to or obtain coverage for such employees, Lessee shall indemnify State. Indemnity shall include all fines, payment of benefits to Lessee, contractor or subcontractor employees, or their heirs or legal representatives, and the cost of effecting coverage on behalf of such employees. Business Auto Policy. Lessee shall maintain Business Auto Policy (BAP) liability and, if necessary, commercial umbrella liability insurance with a limit not less than $1,000,000 per accident. Such insurance shall cover liability arising out of "Any Auto." BAP coverage shall be written on ISO form CA 0001, or substitute liability form providing equivalent coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage and cover a "covered pollution cost or expense" as provided in the 1990 or later editions of CA 00 0 I. Lessee waives all rights against State for the recovery of damages to the extent they are covered by BAP liability or commercial umbrella liability insurance. SECTION 6 MANAGEMENT 6.01 Weed Control. Lessee shall control all weeds, including but not limited to county, state or federally listed noxious weeds, on all lands under this Lease. Lessee shall be responsible for, or shall immediately reimburse State, any weed control cost incurred as a result of Lessee's failure to control weeds on said Premises. 6.02 Deleterious, Hazardous, Toxic, or Harmful Substances. I. Deleterious Material. Lessee shall not make, or suffer to be made, any filling in of the Premises or any deposit of rock, earth, ballast, refuse, garbage, waste matter, chemical, biological or other wastes, hydrocarbons, any other pollutants, or other matter within or upon the Premises, except as approved in writing by State. If Lessee fails to remove all non-approved fill material, refuse, garbage, wastes or any other of the above materials from the Premises, Lessee agrees that State may, but is not obligated to, remove such materials and charge Lessee for the cost of removal and disposal. Trust Land Transfer Lease 8 of 22 Lease No. 60-082211 2. Hazardous Toxic or Harmful Substance. . a. Lessee shall not keep on or about the Premises, any substances now or hereinafter designated as or con' ning components now or hereinafter designated as hazardous~ toxic, d~ngerous, or harmful, and/or which are subject to regulation as hazardou~, toxic, dangerous, or harmful by any federal, state or local law, regulat~on, statute or ordinance (hereinafter collectively referred to as "Haza10us Substances") unless such are necessary to carry out Lessee's P rmitted Use under Subsection 2.01 and unless Lessee fully complies wit all federal, state and local laws, regulations, statutes, and ordinan~es, now in existence or as subsequently enacted or amended. ! I b. Lessee shall: I (1) (2) I Immediately notify State ~f (i) all spills or releases of any Hazardous Substance affepting the Premises, (ii) all failures to comply with an)! federal, ~tate, or local law, regulation or ordinance, as now enacted or as subsequently enacted or amended, (iii) all inspections of the premises by, or any correspondence, orders, citations, or notifi~ations from any regulatory entity concerning Hazardous SUlstances affecting the Premises, (iv) all regulatory orders or fines or all response or interim cleanup actions taken by or proposed to b taken by any government entity or private party concerning t e Premises; and I On request, provide COPil to State of any and all correspondence, pleadings, and/or reports eceived by or required of Lessee or issued or written by Less e or on Lessee's behalf with respect to the use, presence, transpoftation or generation of Hazardous Substances related to the fremises. . c. Lessee shall be fully and comple ly liable to State, and shall indemnify, defend, and hold harmless State nd its agencies, employees, officers, and agents with respect to any and all damages, costs, fees (including attorneys' fees and costs), penalfes (civil and criminal), and cleanup costs assessed against or imposed as a esult of Lessee's use, disposal, transportation, generation and/or sale of Hazardous Substances or that of Lessee's employees, agents, aSSign. s, lessees, contractors, subcontractors, licensees or invitees, and for any !breach of this subsection. i 6.03 Hazardous Conditions. Lessee shaH immediatLly remedy hazardous conditions, and exercise due diligence in notifying State and anyone at tsk of harm. I 6.04 No Waste. Lessee shall not commit or allow aqy waste of the Premises. Trust Land Transfer Lease 9of22 Lease No. 60-082211 . . . . 6.05 Condition of Premises at End of Lease. Prior to vacating the Premises, Lessee shall leave the Premises and all improvements thereon to which State has elected to claim title in the state of repair and cleanliness required to be maintained by Lessee during the term of this Lease, and shall peaceably and quietly surrender the same to State. SECTION 7 SUBLEASES AND ASSIGNMENTS 7.01 Subleases. The Premises, in whole or in part, and the appurtenances thereon shall not be subleased without prior written approval from State, which approval shall be in State's sole discretion and only if consistent with state trust land status and the Permitted Uses. If subleased, Lessee shall remain obligated and responsible for all actions on the Premises, including compliance with all provisions contained in this Lease. Subleases to public agencies as defined by RCW 79.17.200 (1) or any nonprofit nature conservancy corporation or nonprofit historic preservation corporation as defined by RCW 64.04.130, if for conserving for open space purposes, are deemed consistent with state trust land status. 7.02 Assignment. Lessee shall not hypothecate, mortgage, assign, encumber, transfer, or otherwise alienate this Lease, or any interest therein, or engage in any other transaction which has the effect of transferring or affecting the right of enjoyment of the Premises, without the prior written approval of State, which approval shall be in State's sole discretion and if consistent with state trust land status and the Permitted Uses. Assignments to public agencies as defined by RCW 79.17.200 (1) or any nonprofit nature conservancy corporation or nonprofit historic preservation corporation as defined by RCW 64.04.130, if for conserving for open space purposes, are deemed consistent with state trust land status. 7.03 Assignee/Transferee Obligations. Each permitted assignee, or transferee of Lessee shall assume and be deemed to have assumed all obligations of Lessee under this Lease. Notwithstanding any such assignment or transfer, Lessee shall be and remains jointly and severally liable with the assignee or transferee for all obligations under this Lease, unless released, in writing, by State. SECTION 8 IMPROVEMENTS 8.01 Authorized Improvements. No improvement shall be placed on the Premises without the prior written consent of State and shall be in conformance with any approved Plan of Use and Development submitted to State under Section 2. Authorized improvements must be listed in Exhibit 2 or an amendment thereto, or contained in a written Letter of Authorization issued by State. Unauthorized improvements shall either be: removed by Lessee without damage to the Premises, removed by State at Lessee's expense, or become the property of State, at State's option. All improvements currently on the Premises belong to State except those authorized improvements, both of which, if any, are listed in Exhibit 2. Exhibit 2 may be supplemented with a Letter of Authorization issued by State, for the purpose of authorizing additional Trust Land Transfer Lease 10of22 Lease No. 60-082211 improvements to the Premises during the term of this L~ase. Letters of Authorization shall be cumulative and become addenda to Exhibit 2 when detef'mining the sum of all authorized improvements. ! I I 8.02 Disposition of Authorized Improvements. UPtn the expiration or termination of this Lease, all authorized improvements shall belong to Stat as provided in RCW 79.13.050 without compensation to Lessee, or, at the election of State, Les ee shall remove the improvements from the Premises at Lessee's sole cost, and the affected port~on ofthe Premises restored to its pre- improved and natural condition. In the event State elec~ to have the improvements removed and Lessee fails to remove the improvements within ninety ~90) days, State may have the improvements removed and the area restored at Lessee't expense. 8.03 Removal of Improvements during Lease. Du~ing the term of this Lease, authorized improvements owned by Lessee may be removed by Letsee by submitting a general plan for removal of authorized improvements and restoration of he Premises. State will review that plan and, if acceptable, issue written approval. Lessee shall omply with the agreed upon terms ofthe approved plan. Lessee shall be liable for any and all co~ts and/or fees and any and all damage to the Premises or any improvement belonging to State respiting from such removal. I I 8.04 State's Repairs. State shall not be required or db ligated to make any repairs, alterations, maintenance, replacements, or repairs in, on, or about tHe Premises, or any part thereof, during the term of this Lease. I 8.05 Lessee's Repairs, Alteration, and Maintenanie. Lessee shall, at its sole cost and expense, keep and maintain the Premises and all impro ements thereon and all facilities appurtenant thereto (regardless of ownership) in good 0 I der and repair and safe condition for the conduct of any activities or enterprises carried out on thf Premises pursuant to this Lease, and keep and maintain the whole of the Premises, including all improvements in a clean, sanitary and attractive condition. Lessee shall maintain and repair S ate-owned improvements at Lessee's own expense. ! I SECTION 9 ROADS AND R04> MAINTENANCE ! 9.01 Roads Across Premises. Lessee is authorized, ~ubject to an approved Plan of Use and Development in accordance with Section 2, to use existtng roads on the Premises needed for Permitted Uses under this Lease. Lessee may, with wri en approval of State, construct additional roads needed on the Premises, in accordance ith Section 2 of this Lease and subject to any limitations related to the ITP as determined by S te in State's sole discretion. Construction and maintenance activities shall meet or e ceed Forest Practices Board standards (Chapter 222-24 WAC) and be in conformance with th ITP. Lessee shall comply with the terms set forth herein when using the roads. I I 9.02 Access to Premises. The property may be legallly accessed by county and/or state rights- of-way. Lessee is responsible for determining' the appr~priate legal access route that serves the Permitted Use. Should the Lessee need alternate acces~, Lessee must also provide for access by Trust Land Transfer Lease 11 of 22 I Lease No. 60-082211 . . . . . . State to exercise its rights under the Lease. Lessee shall submit to State any agreements intended to obtain and provide legal access to the Premises for State's review and approval prior to entry, and State's consent may not be unreasonably withheld proposed that State may withhold consent for any additional access that could affect State's future compliance with the ITP. Lessee is responsible for acquisition and construction costs that may be needed to develop the desired access route. 9.03 Term. The rights granted in this section shall last only until this Lease expires or is terminated as provided herein unless otherwise authorized by State. 9.04 Road Repair. Lessee shall repair or cause to be repaired at its sole cost and expense damage to a road(s) occasioned by it which is in excess ofthat which it would cause through normal and prudent usage of said road(s). Within fifteen (15) days of the damage, Lessee shall meet with State and provide a plan for the repairs. 9.05 Road Maintenance. The cost of road maintenance and resurfacing shall be borne by Lessee unless associated with State's use of the Premises. State and Lessee acknowledge that Lessee may make the roads available for public use to carry out the Permitted Uses and Lessee accepts all cost and liability associated with any such public use. State shall not be required to perform maintenance and resurfacing work unless it can be established that such work is needed as a direct result of State's use of any roads on the Premises. Lessee hereby releases, discharges, and agrees to defend, indemnify and hold State harmless for any and all claims, damages, liabilities, and causes of action which may arise as a result of the Permitted Uses or Lessee's use and control of the Premises. This indemnity is not intended to limit the scope or effectiveness of the indemnity found in Section 11.01, but shall be in addition to said indemnity. 9.06 Improvements. Lessee shall construct no road improvements without the prior written consent of State, which shall not be unreasonably withheld provided that State may withhold consent for any road improvements that could affect State's future compliance with the ITP. Unless the parties agree in writing to share the cost of improvements, improvements shall be at the sole expense ofthe improver. Any improvements to road areas shall become property of State upon expiration or termination of the Lease. 9.07 Road Fee. Lessee shall pay any road use or maintenance fees, including but not limited to the Access Road Revolving Fund fees established by State. 9.08 Insurance. The provisions under Subsection 5.04 shall apply to Lessee's use of and to those authorized by Lessee to use the roads and easements authorized herein. SECTION 10 DEFAULT AND REMEDIES 10.01 Nonwaiver. Waiver by State of strict performance of any provision of this Lease shall not be a waiver of, nor prejudice State's right to require strict performance of the same provision in the future or of any other provision. The acceptance of performance, rent, or any other sum owing, by State following a breach by Lessee of any provision of this Lease shall not constitute a Trust Land Transfer Lease 12of22 Lease No. 60-082211 waiver of any right of State with respect to sudh breach Lnd State shall be deemed to have . waived any right hereunder only if State shall have exp*ssly done so in writing. 10.02 Attorney Fees and Venue. Each party shall betsponSible for their own attorney fees and court costs in the event of a dispute arising out of t is agreement. Venue for resolving such disputes shall be in Thurston County Superior Court of ashington. I 10.03 Notices. Any notice given under this Lease shalll be deemed received when delivered by hand or five (5) days after deposit in the United States ail with first-class postage affixed, addressed as noted below. Changes of address shall im ediately be given in accordance with this subsection. Any notice or missive given under this ease shall be sent: To State: Department of Natural Resources Olympic Region Product Sales & Leasing 411 Tillicum Lane Forks, WA 98331 To Lessee: Jefferson County Office of the County AdministIiator . 1820 Jefferson Street PO Box 1220 Port Townsend, W A 98368 10.04 Default. If Lessee breaches or defaults on any .Ldertaking, promise or performance called for herein, State may cancel this Lease after Les~~ has been given thirty (30) days notice of the breach or default and such breach or default has riot been corrected within such time. Upon such cancellation, all improvements on the Premi$es shall be forfeited and become the property of State subject only to any previously approv~d waiver of interest or security interest. State may seek damages for any and all violations or defaults with or without canceling this Lease. In the event State deems the breach or default t~ constitute a threat to safety, life, or property it may elect to intervene immediately and enteJ the Premises, without notice, to remedy the breach or default and Lessee hereby agrees to repay State for all costs in remedying the breach or default upon demand, together with interest t . ereon from the date of expenditure at the rate set forth in this Lease. Alternatively, State may require Lessee to act immediately to remedy the breach or default, should State deem it a threat to safety, life, or property. I I 10.05 Survival. All obligations of Lessee to be perfor1ned prior to the expiration or earlier termination shall not cease upon the termination or exp~ration of this Lease, and shall continue as obligations until fully performed. All clauses of this Lelase, which require performance beyond the termination or expiration date, shall survive the terntination or expiration date of this Lease. However, upon expiration or earlier termination of this ~ease, the rights of Lessee and of all . Trust Land Transfer Lease 13 of 22 Lease No. 60-082211 . . . persons, firms, corporations, and entities claiming under Lessee in and to the Premises and all improvements thereon, unless specified otherwise in this Lease, shall cease. 10.06 State's Right to Cure Defaults. If Lessee fails to perform and is in default of any undertaking or promise contained herein, including those set forth in any Plan of Use and Development, State shall have the option, but is not obligated, to make such performance after giving ten (10) days written notice to Lessee. State's costs and expense to correct Lessee's failure to perform shall be reimbursed by Lessee and shall be immediately due and payable, together with interest accruing from the date such cost or expense is incurred. 10.07 Remedies Cumulative. The specified remedies to which State may resort under the terms of this Lease are cumulative and are not intended to be exclusive of any other remedies or means of redress to which State may lawfully be entitled in case of any breach or threatened breach by Lessee of any provision ofthis Lease. SECTION 11 GENERAL PROVISIONS 11.01 Indemnity (Assumption of Liability). To the fullest extent permitted by law, Lessee shall indemnify, defend and hold harmless State, and all officials, agents and employees of State, from and against all claims arising out of or resulting from the performance of this Lease. A "claim" as used in this Lease means any financial loss, claim, suit, action, damage, or expense, including but not limited to attorneys' fees, attributable for bodily injury, sickness, disease or death, or injury to or destruction of tangible property including loss of use resulting therefrom. Lessee's obligation to indemnify, defend, and hold harmless includes any claim by Lessee's agents, sublessees, employees, representatives, invitees, licensees, permittees, contractors or any subcontractor or their employees, and any other persons entering the Premises pursuant to the Permitted Uses. Lessee expressly agrees to indemnify, defend, and hold harmless State for any claim arising out of or incident to Lessee's, sublessee's, any contractor's or subcontractor's performance or failure to perform a contract. Lessee's obligation to indemnify, defend, and hold harmless State shall not be eliminated or reduced by any actual or alleged concurrent negligence of State or its agents, employees and officials. Lessee waives its immunity under Title 51 RCW to the extent it is required to indemnify, defend and hold harmless State and its officials, agents or employees. 11.02 No Partnership. State is not a partner nor ajoint venturer with Lessee in connection with the activities conducted and business carried on under this Lease, and State shall have no obligation with respect to Lessee's debts or other liabilities. 11.03 Authority State's Authority. This Lease is entered into by State pursuant to the authority granted under Washington Laws of 2008, Ch. 328, Section 3042, by statute and the Constitution ofthe State of Washington, and the State's Enabling Act. The terms and conditions hereof are subject to such statutory and constitutional provisions as may be now in effect and such provisions which do not impair the contractual rights of Lessee under this Lease that may lawfully be enacted subsequent to the date of this Lease provided that State may interfere with Lessee's contractual expectations Trust Land Transfer Lease 14of22 Lease No. 60-082211 to the extent required by laws subsequently enacted thatt1relate to State's trust responsibilities. . Lessee's Authority. By signing this Lease, Lessee repr sents that Lessee is authorized to enter this Lease and that Lessee's representative has been aut orized to execute this Lease on Lessee's behalf. Prior to executing this Lease, Lessee shall provitle State with a resolution adopted by Lessee's governing body evidencing authorization to enter this Lease. I I 11.04 Preservation of Markers. Any legal land SUbdt. ision survey comers, reference points or monuments are to be preserved. If such are destroye or disturbed, State shall be notified immediately and prior to re-establishment. Upon appro al of State, they shall be re-established by a licensed land surveyor in accordance with the Unit d States General Land Office standards at Lessee's expense. Comers and/or reference 'points orlmonuments that must necessarily be disturbed or destroyed in the process of carrying out the loperations allowed by this Lease must be adequately referenced and/or replaced in accordance }vith Chapter 58.09 RCW. Such references and replacements must be approved in writin$ by State prior to removal of said comers, reference points or monuments. I 11.05 Condemnation. I,f all of the Premises are taken ly any public authority under the power of eminent domain, this Lease shall terminate as of the $te possession is taken by said public authority pursuant to such condemnation. If any part of~he Premises is so taken and, in the opinion of Lessee, it is not feasible to continue this Leas~, then Lessee may terminate the Lease. Such termination shall be made by notice to State given ~ot later than thirty (30) days after possession is so taken, the termination to be effective as lofthe later of thirty (30) days after said notice or the date possession is so taken. No refunds ortrorations on sums paid or due will be made. All damages awarded for the taking or damaging of all or any part of the Premises shall . belong to and become the property of State, and Lessee ereby disclaims and assigns to State any and all claims to such award. I State will not claim any interest in any award for person~l property belonging to Lessee or for Authorized Improvements then belonging to Lessee. St4te will not claim a share of any award made to Lessee for moving expenses. I I Lessee shall not exercise any powers of eminent domain I that Lessee might otherwise be entitled to use against State or the Premises, unless Lessee calculates the fair market value of the Premises absent the encumbrance of this Lease. I i i 11.06 Time of Essence. Time is expressly declared to be of the essence ofthis Lease and each and every covenant of Lessee hereunder. This Lease sh~ll not be valid unless mutually executed on or before June 30, 2009, unless otherwise approved ~ the Legislature. 11.07 Lease Changes and Additions. Any changes oj additions to this Lease or the attached exhibits shall be made in writing, executed by the partie hereto, and neither State nor Lessee shall be bound by verbal or implied agreements. 11.08 Entire Agreement. This written Lease or its su~cessor or replacement contains the entire agreement of the parties hereto with respect to the matters covered hereby, and no other agreement, statement or promise made by any party her to, or to any employee, officer or agent . Trust Land Transfer Lease 15 of 22 Lease No. 60-082211 of any party hereto, which is not contained herein, shall be binding or valid. 11.09 Invalidity. If any term or provision of this Lease or the application thereof to any person or circumstance shall to any extent prove to be invalid, unenforceable, void, or illegal, the remainder of this Lease, or the application of such term or provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall be not affected thereby, and each term and provision of this Lease shall be valid and be enforced as written to the fullest extent permitted by law. 11.10 Discrimination. Lessee shall not conduct or suffer any business or activity upon the Premises which unlawfully discriminates against any person on the basis of race, color, creed, religion, sex, age, or physical or mental handicap. 11.11 Exhibits. Any exhibit attached hereto shall be deemed a part of this agreement and incorporated herein by reference. Signed this '6~ day of -:11. V\-e , 20Qi. JEFFERSON COUNTY " h,ppr(,...'~~ ~~, to .c ~ U3 JOnD. QT..V" ........" " . . ch/tJy J~trg~on C ,0-_ o. CH/secutor' O'f..::,~", "'J...r..,,,,,-,, s_ 4~- 'Th.\J '\ ~ <;)\A \ \ \ vc\.. '(\ LbNmne fA \ .rvv....c, (\ Title Signed this day of ,20_. STATE OF WASHINGTON DEPARTMENT OF NATURAL RESOURCES PETER GOLDMARK Commissioner of Public Lands Approved as to Form, By Pamela W. Krueger, Assistant Attorney General Trust Land Transfer Lease 16of22 Lease No. 60-082211 LESSEE ACKNOWLEDGMENT STATE OF WASHINGTON ) ) ss COUNTY OF JEFFERSON ) bAY; ~ S u J I ;VA-N , to me known to'be the . that executed the foregoing instrument and acknowledged the sai in~lrument be the free and voluntary act and deed of said 130 c:tR"P of ~ t1Ml;JJs7i_ the uses and purposes therein mentioned, and on oath stated that he was authorized to execute the said instrument. ~ WITNESS my hand and official seal this ~ay of ::s- ~ ,20fti. ~""\\\""" #''' ~NA l. "," I ,:::.... 0 ,"''''ll" . ^ ~/I _ v", U'S! h, <...r.~'1 I ,- ~", ~... '01:" "1 ;:: ,:,. 0 or "I. 'Z ~ 0, f c; ,,0 r",]\ , ,.-.,: ,~~ :ill! , "'tIor.,; $. . .~ m :ill! ,,,~ .. " ~.. ~ ,.-I~ .Go, 411' ~ ~ ~ ~ -.~ltC 1-<:: ',:O"~O ,r- 'l ~ """ ~11' = II, J1,. III'I\\~-r..;.+.$ 1'1" ;.ttSHING~' 'It,,\\\\\,,,,~ , Notar~ Public in. a?d for ~e State Of~ Washmgton, resIdmg at ~ Tl1U I-vRNA t. D€L.AIV . My appointment expires "f3cjl/ . Trust Land Transfer Lease 17of22 Lease No. 60-082211 . . . COMMISSIONER OF PUBLIC LANDS STATE OF WASHINGTON ) ) ss. COUNTY OF THURSTON ) On this day of , 20_, personally appeared before me Peter Goldmark, the duly elected, qualified and acting Commissioner of Public Lands, State of Washington, who executed the within and foregoing instrument on behalf of the State of Washington, and acknowledged the 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 affixed my official seal on the day and year first above written. Notary Public in and for the State of Washington, residing at My appointment expires Trust Land Transfer Lease 18 of 22 Lease No. 60-082211 EXHIBIT l~ . (As referenced in Introd4ctory) I QUIMPER PENINSUlA EAST TRUST LAND TRANSjR LEASE Lee:al DescriPtit..!! I I Government lot 5 of Section 33, Township 31 North, Rdnge 1 West, Willamette Meridian, Jefferson County, Washington, EXCEPT the north 330 I feet thereof, as shown and described by that Record of Survey recorded January 11, 1996, in Bopk 17 of Surveys at PagesI23-128, under Auditor's File No. 387842, Jefferson County records. . Dennis J. Gelvin, PLS (360) 902-1674 Land Description & R/W Specialist State Land Survey Unit PO Box 47060 Olympia, W A 98504-7060 Trust Land Transfer Lease 19of22 Lease No. 60-082211 . . . . EXHIBIT IB (As referenced in Introductory) QUIMPER PENINSULA EAST TRUST LAND TRANSFER LEASE Encumbrances Those encroachments in the northeast corner and the northwest corner of said section as shown and described by that Record of Survey recorded January 11, 1996, in Book 16 of Surveys at Pages 123-128, under Auditor's File No 387842, Jefferson County records. No other encumbrances of record. There may be additional encumbrances that presently do not show on the records of the State of Washington, such as cultural sites or endangered species. Encumbrances change over time. Lessee is responsible to perform their own due diligence in matters where Lessee needs a complete and current list of encumbrances. Trust Land Transfer Lease 20of22 Lease No. 60-082211 EXHIBIT 1<1: (As referenced in Sectioh 2.05) QUIMPER PltNINSUJ A EAST TRUST LAND TRANS~R LEASE . 1. Habitat Conservation Plan f-eQuirements i Lessee shall immediately notify State of new loc~tions of Permit species covered in the ITP that are discovered within the leased Premis~s covered by the HCP, including, but not limited to: locations of occupied murre let ha*itat; spotted owl nest sites; wolves; grizzly bears; nests, communal roosts, or feedin~ concentrations of bald eagles; peregrine falcon nests; Columbian white-tailed deer; Aleuttan Canada geese; and Oregon silverspot butterflies. In all circumstances notification mus~ occur within a twenty-four (24) hour time period. ! Upon locating any live, dead, injured, or sick sP~imens of any listed species covered by the ITP within the leased Premises, Lessee shalllmmediately notify State. In all circumstances notification must occur within a tWenty-four (24) hour time period. Lessee may be required to take certain actions to help S$te safeguard the well being of any live, injured or sick specimens of any listed species di$covered, until the proper disposition of such specimens can be determined by State. LeSt' ee may be required to take certain actio.ns to preserve biological material in the bes possible state for handling any dead specImens. I I Lessee shall refer to ITP number PRT-812521 (alcopy of the ITP is located for reference in any of State's region offices) and PRT-1168 in all correspondence and reports concerning Permit activities. : I All applicable provisions ofthe ITP and this sch~dule must be presented and clearly explained by Lessee to all authorized officers, erPloyees, contractors, or agents of Lessee conducting authorized activities on the Pr mises. Any questions Lessee may have about the ITP should be directed to State. Lessee shall notify State of any non-timber activJty in order to allow State to determine its obligation to provide information related to ndn-timber activities to the United States Department of the Interior, Fish and Wildlife Se~ice and Lessee shaUprovide any information required by State that State'is requinld to submit to the United States Department of the Interior, Fish and Wildlife setice under the ITP, Condition L. . 2. 3. 4. 5. Trust Land Transfer Lease . 21of22 Lease No. 60-082211 . . . EXHIBIT 2 (As referenced in Section 8.01) QUIMPER PENINSULA EAST TRUST LAND TRANSFER LEASE Authorized Improvements All improvements currentlv on the Premises belong to State. except: None. The following improvements are hereby authorized to be placed by Lessee upon the Premises: None. Trust Land Transfer Lease 22 of 22 Lease No. 60-082211 JEFFERSON COUNTY BOARD OF COUNTY COMMISSIONERS AGENDA REQUEST TO: Board of Commissioners FROM: Philip Morley, County Administrator DATE: June 8, 2009 RE: Quimper East, Quimper West and Thorndyke Trust Land Transfer Leases with DNR and Stewardship Agreement with Jefferson Land Trust STATEMENT OF ISSUE: Staff recommends the Board of County Commissioners adopt a Resolution authorizing Chair David Sullivan to execute the Quimper East, Quimper West, and Thorndyke Trust Land Transfer Leases with the Washington State Department of Natural Resources. These are 50-year leases, which are fully paid for by a State appropriation authorized by the Washington State Legislature in the current biennium. Staff also recommends the Board of County Commissioners pass a Motion authorizing Chair David Sullivan to execute a Stewardship Agreement with the Jefferson Land Trust for the same three properties for the duration of the leases with DNR. ANALYSIS: The three proposed leases are through the DNR's Trust Land Transfer Program. The DNR, over time, has consolidated trust lands to improve economic returns through land sales, exchanges, and acquisitions. Low-income producing properties have been sold and replaced with properties that can be managed for greater returns for trust beneficiaries. Some state trust lands have important social or ecological values that are desirable to be managed for a special use or feature of importance rather than for economic returns. The Trust Land Transfer (TL T) Program presents an opportunity to retain these special lands in public ownership while maintaining and improving economic returns to DNR's trust beneficiaries. The Legislature reviews DNR lands proposed to be transferred to other public entities, determines the makeup of the final package, and sets an appropriation funding level. If approved, the transfer package is authorized and funded by the State as a section in the State's Capital Budget Bill. Legislation generally provides for the direct funding of properties. Around 2006, the Department of Community Development learned of the opportunity under DNR's Trust Land Transfer Program for counties to propose DNR lands for transfer to county ownership/management. At the time, we understood that the fee simple transfer was the most likely option, and we asked long-time (and now retired) DNR forester Mike Cronin for advice as to which properties in Jefferson County might be good candidates for transfer because of their habitat value, potential value to the community, and also properties that were relatively expensive or awkward for the DNR to manage. 1 Mr. Cronin pointed out three: "Quimper Peninsula East" d "Quimper Peninsula West" near Port Townsend, and "Thomdyke" near the Thorndyke drainage. All three properties are currently used for passive recreation - mostly for walking on the Qunnper site . The Thorndyke site has an especially beautiful forest of mature second growth and access to pub ic tidelands. The slope there is unstable too. DNR maps and characterizations of the three parcels are a ched to this memo. , DNR accepted the County's suggestion to inClude. the thre~properties in its transfer program, but rather than an outright transfer, proposed a 50-year lease arrange ent. The State Legislature approved and funded DNR's property list in the 2007-2009 biennium bud et. ! ! The Jefferson County Board of County Commissioners signed a letter of intent in the fall of 2007. The Jefferson Land Trust has been supportive of this effort, and oth Jefferson Land Trust and Jefferson County have been working with DNR during the past two years to eve lop the leases before you today. In addition, recognizing Jefferson County's fiscal limitation in managing these additional properties, the Jefferson Land Trust has offered to provide stewardship se ices for the three properties, to substantially reduce potential future costs to the County. A Stewardship greement is attached for this purpose. I Finally, it is worthy to note that under the terms of'the proPred lease, the County could make a future request to purchase the residual value of the DNR's fee inte st at fair market value, and DNR, at its option, mayor may not agree to the sale. ! FISCAL IMPACT: I There is no lease payment cost to Jefferson County of the ~ee proposed Trust Land Transfer Leases. Future County financial liability appears to be de minimus. ! ! There is no cost to Jefferson County for the Stewardship A~ement with the Jefferson Land Trust. RECO~NDATION: I I Adopt a Resolution authorizing Chair David Sullivan to exeq.te the Quimper East, Quimper West, and Thorndyke Trust Land Transfer Leases with the Washington IState Department of Natural Resources. ! Pass a Motion authorizing Chair David Sullivan to execute a !Stewardship Agreement with the Jefferson Land Trust for the same three properties I I AlTACHMENTS: DNR Maps and Property Cbaracte4ns for the three parcels --:-~ ~ 2-<= '} 2