HomeMy WebLinkAboutSeattle Shellfish Amendment # 1Filed at the Request of
and to be Returned to:
Seattle Shellfish, LLC
2101 4t11 Ave E STE 201
Olympia, WA 98506
2086367 MASON CO L*JA
9EB�iLE�SHELLFISR CLCM�END02]B Rec Fee $80.00 Pages:
IIII II III III III III II III I IIII IIII III III IIII III
AFFIDAVIT
No
WA R.E. EXCISE TAX
JAN 0 4 2018
EXEMPT
LISA FRAZIER
Treas., Mason County
AMENDED TIDELANDS LEASE AGREEMENT
Grantor
MASON
COUNTY,
WASHINGTON
(Lessor)
Grantee
SEATTLE
SHELLFISH
LLC,
a
Washington
limited
liability
company
(Lessee)
Additional
Legal
on
Page 1.
Legal
Description
(Abbreviated)
Assessor's
Parcel
Tax
ID No.
22001-44-60570
Reference
Nos.
of
AF
#
2028115
Related Documents
THIS AMENDED TIDELANDS LEASE AGREEMENT ("Lease"), is made and
entered into this 54' day of fleejor 2017, by and between Mason County,
Washington, ("Mason County" or "Lessor") and Seattle Shellfish LLC, a Washington limited
liability company ("Seattle Shellfish" or "Lessee").
RECITALS
A. Mason County owns tidelands adjacent to Harstine Island, which are generally
described as Mason County Assessor Tax Parcel No. 22001-44-60570 and that are excess to
of the needs of Mason County;
B. Mason County requested and received proposals for the tidelands and held a
public hearing and approved a proposed lease with Lessee;
C. The Board of County Commissioners of Mason County adopted Resolution
68-13 on December 10, 2013, approving a lease agreement with Lessee for the purpose of
cultivating and harvesting geoduck clams on the tidelands known as Tax Parcel No. 22001-
44-60570. A copy of Resolution No. 68-13 is attached hereto as Exhibit A; and
Page I 1
AMENDED LEASE AGREEMENT WITH SEATTLE SHELLFISH
D. In 2017, the Lessee requested the Agreement be amended to include shellfish;
E. Lessee has agreed it will pay a fixed amount per acre for cultivated tidelands
and a superseding rent based on a percent of the gross sales received from the sale of shellfish
harvested from the tidelands known as Tax Parcel No. 22001-44-60570.
AGREEMENT
NOW, THEREFORE, Mason County and Seattle Shellfish agree as follows:
1. Lease of Tidelands. Mason County leases to Seattle Shellfish, LLC certain
real property legally described on attached Exhibit B and commonly known as Tax Parcel No.
22001-44-60570 (the Tidelands") for the purpose of commercial shellfish cultivation.
2. Commencement Date. This Lease shall be effective on the date it has been
signed by the Mason County Board of County Commissioners, the Mason County Auditor,
and Seattle Shellfish LLC which shall be the Commencement Date.
3. Term. The term of this Lease commence on the Commencement Date as
provided in Section 2 above and shall terminate 16 years after the day the Lessee receives all
permits necessary to cultivate and harvest shellfish on the Tidelands. Lessee shall diligently
pursue obtaining the necessary permits and notify Lessor in writing when the permits have
been issued. The date specified in the notice from Lessee to Lessor that all permits have been
obtained shall be the beginning for the sixteen -year term. This Lease may be renewed for
additional terms as provided in Section 12 below.
4. Cultivating and Harvesting. The Lessee intends to annually plant shellfish
seed on or in the Tidelands in an area of approximately four to five (4-5) acres per year for
three (3) consecutive years. At the time shellfish seeds are planted, in the case of geoduck,
the planted area will be under cultivation and subject to the fixed annual rental payment
("Fixed Annual Rent"). Areas of the Tidelands that have not been planted or other shellfish
species have been planted are not subject to the Fixed Annual Rent. Depending upon
predation, and other grow -out conditions, after a six to eight (6-8) year grow period, the
geoduck clams on the Tidelands should be mature and ready for harvest. Other shellfish
should mature for harvest within one to three years.
5. Fixed Annual Rent For Geoduck. Beginning with the year of planting and
for the following grow -out period of six to eight (6-8) years and until the year of harvesting
mature geoduck clams for each area planted, the Lessee shall pay a Fixed Annual Rent at the
rate of $1,000 for each acre under cultivation, rounded to the nearest one -quarter of an acre.
For example, the 4-5 acres proposed to be planted in 2014, would provide a Fixed Annual
Rent payment for the area planted until 2020-2022, when harvesting begins. Once harvesting
begins for any planted area of the Tidelands, a Percentage Rent (will supersede the Fixed
Page 12
AMENDED LEASE AGREEMENT WITH SEATTLE SHELLFISH
Annual Rent payment for the area being harvested. On each tenth (loth) anniversary of the
Commencement Date and every five (5) years thereafter during the term and any renewal
period, the Lessee will allow the Fixed Annual Rent, but not the Percentage Rent to be
readjusted and fixed by the Board of County Commissioners. If the Lessee and the Board of
County Commissioners cannot agree upon the Fixed Annual Rent for said five (5) year
period, the parties shall submit to have the disputed rentals for the subsequent period adjusted
by arbitration pursuant to statute.
a. Other Shellfish Species. Will be paid by percentage in lieu of annual fee at
time of sale.
6. Percentage Rent. During the year any shellfish are harvested from the
Tidelands, in lieu of the Fixed Annual Rent for any area harvested, Lessee shall pay as rent an
amount equal to 15% of the gross sales price received for sale of the harvested geoduck clams
or 7% for other shellfish harvested from the Tidelands ("Percentage Rent"). Lessee shall
furnish a monthly statement to the Chair of Mason County Board of Commissioners or its
designee. The monthly statement will indicate the total pounds of geoduck clams or dozens
of oysters harvested that month and the average price Lessee has received for geoduck clams
or oysters harvested from the Tidelands that month. Lessee shall pay the Percentage Rent to
Lessor on a quarterly basis by the 15th of the month, following the end of the quarter. The
first quarter shall be January through March; second quarter shall be April through June; third
quarter shall be July through September; and the fourth quarter shall be October through
December.
Prior to commencing the initial harvest, Lessee will notify Mason County of intent to proceed
with the initial harvest. After each quarter in which Lessee harvests on the Property, Lessee
will supply quarterly harvest reports to Mason County of harvest quantities and average
prices. On an annual basis and at an agreed upon time, Mason County will be provided, at
their exclusive expense, the ability for cross reference of reported sales versus recorded sales
at Lessee's Olympia Office.
7. Regulatory Approval and Compliance. Lessee will use the Tidelands for the
cultivation and harvest of geoduck clams and agrees to abide by all governmental laws and
regulations pertaining to such business. Lessee will take all steps necessary, and pay any
costs in connection with same, to secure certification of the leased Property from the
Department of Health for commercial shellfish harvest activity. Lessee will pay all costs
associated with regulatory approval including all fees and costs associated with federal, state
or county permitting. Lessee will pay costs associated with having the Tidelands surveyed by
a licensed surveyor.
8. Indemnity. Lessee agrees that it will indemnify, defend and hold and save
Lessor whole and harmless of, from, and against all suits, loss, cost, liability, claims, demand,
actions and judgments of every kind and character for injury to person, including death, or
Page 13
AMENDED LEASE AGREEMENT WITH SEATTLE SHELLFISH
property, (tangible or intangible, real or personal) arising out of, or in any way connected to,
Lessee's performance of this Lease or activities of or by Lessee, their agents, invitees,
licensees, contractors or employees. Lessee shall procure general liability insurance of not
less than One Million Dollars ($1,000,000) combined single -limit use.
9. Water Access Only. All planting, harvesting and maintenance will be by water
access unless Lessor agrees otherwise.
10. Property Taxes. Lessor shall pay any applicable real property taxes.
11. Protection of the Tidelands. Lessee shall not allow or cause waste to occur
upon the Tidelands or in any way impact the Tidelands except as is required in the course of
conducting its business as described above.
12. Renewal Period. This Lease may be extended at the option of the Lessee for a
second sixteen (16) year period under the same terms and conditions herein including the five
(5) year rent adjustment provision in Section 4 above which shall continue every five (5)
years from the previous rent adjustment date.
13. Termination. At the expiration of this Lease, Lessee will surrender the
Tidelands, except that Lessee may continue to harvest any geoduck clams it has planted on
the Tidelands after the clams have reached maturity, even after the end of the term of this
Lease. ("Harvest Period"). During any Harvest Period, the terms of this Lease shall continue
to be in effect and the Lessee shall continue to receive the applicable Fixed Annual Rent or
Percentage Rent. This Lease shall be binding upon the parties hereto, their heirs, executors
and assigns.
14. Assignment. This Lease may not be assigned without the assignment being
first authorized by resolution of the Board of County Commissioners and the consent in
writing of at least two members of the Board endorsed on the Lease.
15. Applicable Law. This Lease will be governed by, construed and enforced in
accordance with federal law and the laws of the state of Washington. If any dispute arises
concerning the terms of this Lease, the parties shall meet in good faith to discuss and mediate
their dispute before pursuing any other remedies.
16. Entire Agreement. This Lease contains the entire agreement and
understanding, whether written or verbal, of the parties and supersedes any previous
agreements.
IN WITNESS WHEREOF, the parties hereto have signed their names the day and
year first above written.
Page 14
AMENDED LEASE AGREEMENT WITH SEATTLE SHELLFISH
GRANTOR/LESSOR:
MASON COUNTY
By:
Kevin S
By
Karen
TTE&T
ttl, Chairperson
ason County Auditor
Melissa fir- � , Clerk of the l
APPROVED AS TO FORM:
Tim Whitehead, Deputy Prosecuting Attorney
GRANTEE/LESSEE:
SEATTLE SHF�LL I , LLC
„,i
"aler
James L. Gibbons, Manager `-
Yet
STATE OF WASHINGTON )
:ss
COUNTY MASON
On this day personally appeared before me Keaul � aid+ , to me known to
be the `gyp Ch o�.i r of Mason County, the limited liability co r any that executed the
within and foregoing instrument, and acknowledged said instrument to be the free and
voluntary act and deed of said limited liability company, for the uses and purposes therein
mentioned, and on oath stated that he is authorized to execute said instrument.
IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal
the day and year first above written.
Notary Public
State of Washington
MELISSA DREWRY
MY COMMISSION EXPIRES
� OC't'OBER 20, 2019
•
Print Name. fe/,:Ssrt> Dreoi,tj
NOTARY PUBLIC in and for tfie State of WA,
residing at ���
/1/bieL,, t4
Commission exires: Oelcbtr 00) 02O/ 9
Page 15
AMENDED LEASE AGREEMENT WITH SEATTLE SHELLFISH
STATE OF WASHINGTON )
COUNTY OF THURSTON )
:ss
On this day personally appeared before me James L. Gibbons, to me known to be the
Manager of Seattle Shellfish LLC, the limited liability company that executed the within and
foregoing instrument, and acknowledged said instrument to be the free and voluntary act and
deed of said limited liability company, for the uses and purposes therein mentioned, and on
oath stated that he is authorized to execute said instrument.
IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal
the day and year first above written.
I • •
THERESA MOE
Notary Public
State of Washinptoh
My Appointment Expires Apr 18, 2020
ad-haeatf 4717*6
Print Name: /i) ar set
NOTARY PUBLIC in and for the State of WA,
residing at O/qiv/Wt fl5h/fl/t n
Commission expires: ri/ /J1 10zo
Page 16
APPENDIX B
MASON COUNTY SHELLFISH LEASE
LEGAL DESCRIPTION
TAX 57, NO OF SEC LINE