HomeMy WebLinkAbout112414_ca08JEFFERSON COUNTY
BOARD OF COUNTY COMMISSIONERS
CONSENT AGENDA REQUEST
TO: Board of County Commissioners
FROM: Philip Morley, County Administrator
DATE: November 24, 2014
RE: Port Hadlock License and Use Agreement for JeffCom, providing JeffCom
office space at the County Jail annex in Port Hadlock, term 10 /1/' 12- 12/31/' 15;
$40,903 in 2014.
STATEMENT OF ISSUE: This is one of five agreements between Jefferson County and
JeffCom. Staff recommends that the Board of County Commissioners execute all five
Agreements. These include:
• Port Hadlock License and Use Agreement for JeffCom, providing JeffCom office
space at the County Jail annex in Port Hadlock, term 10/1/'12-12/3 11' 15;
plus four reciprocal agreements to allow one another to operate communications equipment on
each other's tower(s):
• Port Hadlock Tower License, licensing JeffCom to operate and access communications
equipment on the County's Port Hadlock Tower, for a term of 20 years from execution;
• Port Townsend Tower Sublicense; licensing the County to operate and access
communications equipment on JeffCom's Tower at Fire Station 16 in Port Townsend, for
a term of 20 years from execution;
• Coyle Road Real Property License, selling to JeffCom the County's interest in the
tower on Coyle Road, and licensing JeffCom to use property the County owns or
controls, for a term of 50 years from execution;
• Coyle Road Tower and Building Sublicense, licensing the County to operate and
access communications equipment on the Coyle Tower once it is owned by JeffCom, for
a term of 50 years from execution.
ANALYSIS: These five agreements are the product of extensive negotiation between JeffCom
and the County starting in 2012. From 2012 until now, the Board of County Commissioners has
been periodically consulted with and provided guidance for the negotiations. Most recently the
Board reviewed all five agreements at its meeting on November 3, 2014. JeffCom has approved
the agreements, and they have passed county risk and legal reviews.
FISCAL IMPACT:
Summary of County /JeffCom Agreements
Office Use & License
Expires
JeffCom
County
Net in
Agreement
paysto
paysto
2014*
County
JeffCom
Office Use & License 12/31/2015 $ 40,903 $ 40,903
Tower Agreements
Expires
JeffCom
County
Net per
20 yrs
paysto
paysto
year **
County
JeffCom
Coyle Tower Sale & License
50 yrs
Coyle Tower Sublicense
50 yrs
Hadlock Tower License
20 yrs
$ 3,500 Plus $1 sale
$ 3,500
$ 12,000
Station 16 Tower Sublicense 20 yrs $ 12,000
subttl Towers:
$ 15,500 $ 15,500
* The use and license fee that JeffCom pays to the County for office space escalates with CPI
throughout the term. Amounts each year are as follows: 2012 (partial year) $9,845; 2013
$40,434; 2014 $40,903; 2015 $41,815. Approximately 16% in each year is reserved for capital
repairs by the County to the building, the remaining balance of which would be returned to
JeffCom should JeffCom quit use of the facility and capital funds remain unspent after 10 years
from then.
* * The license fees for all tower agreements index at 3% /year starting the second year, with a net
cumulative cost of $0 to both the County and JeffCom for the group of four tower agreements.
RECOMMENDATION: Execute all five agreements with JeffCom
M440
Date
PORT HADLOCK LICENSE and USE AGREEMENT for JEFFCOM
WHEREAS, Jefferson County owns and maintains an Emergency Operations Center at
81 Elkins Road, Port Hadlock, Washington; and
WHEREAS, JeffCom provides emergency communications and dispatch services, a
critical public safety service for Jefferson County citizens and visitors; and
WHEREAS, since 2004 JeffCom has had offices and its primary Public Safety
Answering Point co- located with the Jefferson County Department of Emergency Management
in the Jefferson County facility located at 81 Elkins Road, Port Hadlock, Washington; and
WHEREAS, under the terms of Federal Emergency Management Agency (FEMA)
funding for the original 1986 construction of the facility, FEMA retains durable interest in
perpetuity in approximately 3,170 square feet, and requires the maintenance of emergency
operations center facilities equal to or greater than those in the configuration as funded, as shown
as the shaded area in Exhibit A, attached hereto and incorporated herein by reference; and
WHEREAS, in a memorandum dated March 4, 2004, the County Administrator issued a
memorandum to JeffCom and the Department of Emergency Management allocating the use of
the facility consistent with the FEMA requirements; and
WHEREAS, JeffCom, an interlocal administrative agency, operates independently under
a new interlocal agreement starting on October 1, 2012, to operate a unified emergency dispatch
and communications system on behalf of Jefferson County, the City of Port Townsend, and
Jefferson County Fire Districts Numbers 1, 2, 3, 4, and 5; and
WHEREAS, providing for continued JeffCom operations in the existing County facility
ensures uninterrupted JeffCom operations, and promotes the efficiency of a vital public service;
and
WHEREAS, JeffCom and the County desire to provide for continued JeffCom
operations co- located with the Jefferson County Department of Emergency Management within
the County's facility located at 81 Elkins Road, including an area to be licensed to JeffCom
which is outside the 3,170 square foot area of FEMA- retained durable interest, as well as
additional areas JeffCom may share but that will not be used for any permanent JeffCom
activities, use or equipment that render it incapable of immediate and complete conversion to
emergency operations use or support; and
WHEREAS, JeffCom and the County have negotiated a license fee to partially
supplement the County's responsibility to perform capital repairs /maintenance of the license
area; as well as a separate cost reimbursement for the County's custodial, minor facility
maintenance, supplies, utilities and other regular facility operations costs occasioned by
JeffCom's use of the County's facility;
Port Hadlock License and Use Agreement for JeffCom Page 1 of 16
NOW, THEREFORE, in consideration of the terms, conditions, covenants and
performances contained herein and mutually bargained for and exchanged, IT IS MUTALLY
AGREED AS FOLLOWS:
THIS PORT HADLOCK LICENSE and USE AGREEMENT for JEFFCOM (or "License and
Use Agreement ") is made by and between Jefferson County, a political subdivision of the State
of Washington and a municipal corporation ( "County "), and JeffCom, an interlocal
administrative agency ( "JeffCom ").
1. PREMISES: Jefferson County DOES hereby agree that JeffCom may use a portion of the
interior space located at 81 Elkins Road, Port Hadlock, Washington, commonly known as the
Emergency Operations Center, as follows and as shown in the facility diagram in Exhibit B
attached hereto and incorporated by reference:
A. License Area: The spaces identified as A108- Dispatch, A109- Director, A116- Toilet and
A117- Equipment /Storage Room are licensed and assigned to the exclusive use of
JeffCom during the term of this License and Use Agreement, except that computer
network trunk lines, switches and associated rack are located within A117-
Equipment /Storage Room which will continue to be owned, maintained, upgraded and
accessed by the County and which shall occupy no more than 10 square feet of A117;
A101 -Lobby is intended to be shared equally between the Department of Emergency
Management, Corrections and JeffCom to their mutual benefit.
B. Additional Use Area: A106- Storage/UPS, A107- Kitchen, A110- Supervisor's Office,
Al20 /A121- Mechanical, and Al 22-Corridor and Locker Rooms are Shared Space, which
JeffCom may use, but under the FEMA agreement, they shall be available for the
immediate and complete conversion as needed to augment the EOC upon activation and
such use by JetlCom will not be for any permanent activities, use or equipment that
render the Shared Space incapable of immediate and complete conversion to emergency
operations use or support (see Exhibit A, attached hereto and incorporated by reference).
The space may also be used periodically by the Department of Emergency Management
for simulated full activations of the EOC with reasonable notice given. In particular:
• JeffCom shall have normal administration of the use ofA110- Supervisor's Office and
A106- Storage /UPS, and may use both on a daily basis; and
• Use of A107- Kitchen, A120 /A121- Mechanical, and A122- Corridor and Locker
Rooms are intended to be shared equally between the Department of Emergency
Management, Corrections and JeftCom to their mutual benefit.
C. At I- Operations Room and Al 13-Conference Room, both accessed by A118- Corridor,
are primarily for the use by the Department of Emergency Management, but will be made
available for use by JeffCom for training and other occasional related business, provided
such use is scheduled with the Department of Emergency Management.
Port Hadlock License and Use Agreement for JeffCom Page 2 of 16
2. TERM: The term of this License and Use Agreement shall be October 1, 2012 through
December 31, 2015. This License and Use Agreement may be extended upon mutual agreement
by the parties regarding the terms and conditions, but only through mutual execution of a written
agreement.
The License and Use Agreement may be ended by either party at any time prior to its term with
365 days prior written notice to the other party.
3. LICENSE FEE and COST REIMBURSEMENT: JeffCom agrees to pay an annual
License Fee for the License Area to be used to help the County pay for its capital
maintenance /repair /improvement to the County's facility. The County acknowledges that the
amount of the License Fee is controlled solely by this License and Use Agreement rather than by
any capital needs or expenses that may be required for the structure and infrastructure being used
by JeffCom pursuant to this License and Use Agreement. JeffCom also agrees to pay a separate
Cost Reimbursement for projected custodial, routine minor facility maintenance, supplies,
utilities and other non - capital facility operating costs incurred by the County resulting from
JeffCom's use of the License Area and Additional Use Area, as follows and as referenced in
Exhibit C:
A. Unpaid License Fee and Cost Reimbursements: On or about September 7, 2013, Licensee
made a payment to Licensor in the amount of Thirty -One Thousand, Four Hundred and
Forty-Three Dollars and 00 /100 ($31,443.00) as a partial payment of monies owed to
Licensor for Licensee Fees and Cost Reimbursements. This amount shall be applied to
the following:
• 2012 Costs:
• The License Fee for the last three months of 2012 is $1,603 (a 3 /12ths pro -rated
share of a 2012 Annual License Fee of $6,413 for twelve months).
• The Cost Reimbursement for actual custodial, facility maintenance, supplies and
utility costs incurred by JeffCom's use of both the License Area and Additional
Use Area for the last three months of 2012 is $8,242 (a 3/12`"s pro -rated share of
actual costs for twelve months of $32,968).
• The Total of the License Fee and Cost Reimbursement for the last three months of
2012 is $9,845.
• 2013 Costs:
• The 2013 License Fee is $6,584.
• The 2013 Cost Reimbursement is $33,849.
• For 2013 the Total of the License Fee and Cost Reimbursement is $40,434
• Within thirty (30) calendar days of the full execution of this License and Use
Agreement, Licensee shall pay to Licensor, and Licensor shall accept as full and final
payment for all License Fees, Cost Reimbursement, and any other payments due from
Licensee through 2013, the amount of Eighteen Thousand, Eight Hundred Thirty -Six
Dollars and 00 /100 ($18,836.00).
Port Hadlock License and Use Agreement for JeffCom Page 3 of 16
o This amount has been calculated as follows: 2012 costs of $9,845 + 2013 costs of
$40,434 - $31,443 already paid = $18,836.00.
B. 2014 -2015 License Fee and Cost Reimbursements: For each year after 2013, the prior
year's annual License Fee and Cost Reimbursement shall each be adjusted by the ratio of
the CPI -W (Seattle) for June of the most recent year divided by the CPI -W for June of the
preceding year, or 1.03, whichever is less. Thus:
For 2014, the 2014 License Feeds $6,584 x [238.963 (June 2013 CPI-W) _ 236.222
(June 2012 CPI -W)] _ $6,661.
Similarly, the 2013 Cost Reimbursement is $33,849 x [238.963 (June 2013 CPI -W)
236.222 (June 2012 CPI -W)) _ $34,242.
For 2014 the Total of the License Fee and Cost Reimbursement is $40,903.
The License Fee and Cost Reimbursement for 2014 shall be paid on or before the due dates
according to the following schedule_
Due Date
Use Period
Amount
December 31, 2014
Jan 1 -Dec. 31, 2014
License Fee: $ 6,661.00
Cost Reimbursement: $34,242.00
Total: $40,903.00
The License Fee and Cost Reimbursement for 2015 (and each year thereafter if this License and
Use Agreement is extended) shall be paid in four equal quarterly installments on or before
January 31, April 30, July 31, and October 31 of each year. Each installment shall be considered
the License Fee and Cost Reimbursement applicable to the quarter of the year in which it is due.
The County shall deposit the License Fee in a capital account, to be accounted for separately and
used at the County's discretion exclusively for the County's capital expenditures related to
capital maintenance /repair /improvement to the County's facility and utilities shared by JeffCom.
JeffCom's financial responsibility for those capital maintenance /repairs /improvements shall not
exceed the License Fee in the capital account, unless otherwise agreed by separate written
agreement executed by both parties. Should JeffCom quit use of the premises, the County may
continue to draw upon the License Fee fund balance for repairs, but will return to JeffCom all
remaining fund balance from the License Fee remaining on the tenth year anniversary of
JeffCom's departure. Before expending funds from the License Fee, the County shall give prior
notification to the JeffCom Director of planned repairs and improvements and the proposed
JeffCom cost share from the License Fee funds. The County will duly consider any comments
from JeffCom in finalizing the planned repairs and improvements and in the amount of License
Fee funds drawn from the capital account.
In case of JeffCom's holdover past the expiration date of this License and Use Agreement or the
date the License and Use Agreement terminates, then the License Fee and Cost Reimbursement,
shall be 1 /12`h of the then - current annual License Fee and Cost Reimbursement amount
Pon Hadlock License and Use Agreement for JeffCom Page 4 of 16
calculated pursuant to the methodology listed in Section 21 payable and due on or before the 10`'
of each month for that current month of the holdover.
4. REPAIRS AND MAINTENANCE: Premises have been inspected and are accepted by
JeffCom in their present condition. The use of the Premises by JeffCom shall be conclusive
evidence that JeffCom has inspected and knows the condition of the Premises and accepts the
Premises "AS IS," "IN ITS PRESENT CONDITION." JeffCom shall keep and use the premises
in accordance with applicable laws, ordinances, rules, regulations and requirements of
governmental authorities. JeffCom shall permit no waste, damage or injury to the premises other
than ordinary wear and tear. JeffCom shall be solely responsible for cleaning up sinks, counters
and surfaces, dishes, storage areas, cooking appliances from food preparation or consumption by
its employees.
Jefferson County shall maintain the premises in good repair and condition during the
continuance of this License and Use Agreement. Jefferson County's maintenance obligations
shall include, but are not limited to, daily custodial functions, the mechanical, electrical,
plumbing, heating, ventilating and air - conditioning systems (including replacement of filters as
recommended in equipment service manual); exterior walls; all structural portions of the building
(including the roof and the watertight integrity of same); porches, stairways, exterior lighting;
landscaping and continuous satisfaction of all governmental requirements generally applicable to
similar office buildings in the area (example: fire, building, energy codes, indoor air quality and
requirements to provide architecturally barrier free premises for persons with disabilities, etc.).
For the purposes of so maintaining the premises, Jefferson County reserves the right at
reasonable times to enter and inspect the premises and to make any necessary repairs to the
building. Jefferson County reserves the right to close, or restrict access to any portion of the
facility in an emergency or in the event that unsafe conditions arise.
JeffCom shall be solely responsible for security of and the safekeeping of any personal property
belonging to JeffCom (or any employee, representative or agent of JeffCom) at or within the
rooms that constitute, in part, the Premises as listed in Section 1 above. The parties further
specify that the terms and conditions of the Section of this License and Use Agreement entitled
"Hold Harmless and Indemnification" apply to JeffCom's responsibility for security and
safekeeping of any personal property there located at or upon the rooms listed here.
5. SIGNS AND ALTERATIONS: During the existence of this License and Use Agreement
JeffCom, upon the prior written authorization of Jefferson County, may make alterations, attach
fixtures, and erect signs, in or upon the Premises hereby licensed in accordance with such
standards or conditions the County may require. Such alterations, attachments of fixtures and
erections of signs shall be at JeffCom's sole cost and expense. Such authorization, standards or
conditions shall be at the sole discretion of the County and shall not unreasonably be withheld.
Performance of any of the rights authorized above shall be conducted in compliance with all
applicable governmental regulations, building codes, including obtaining any necessary permits.
Any fixtures or signs so placed in or upon or attached to the premises shall be and remain the
property of JeffCom and shall be removed by JeffCom upon the termination of this License and
Use Agreement, unless otherwise agreed by the County. Any damage caused by the removal of
Port Hadlock License and Use Agreement for JeffCom Page 5 of 16
any of the above items shall be repaired by JeffCom at JeffCom's sole cost and expense.
Authorized alterations to the Premises shall become the property of Jefferson County. Any
alterations, fixtures or signs not authorized by the County shall be removed and the Premises
returned to original condition at the sole expense of JeffCom, unless otherwise agreed to by the
County. Improvements to the Premises made at the request of JeffCom that are beyond
necessary repairs and maintenance of the Premises shall be paid for by JeffCom.
6. LIENS: JeffCom shall keep the premises free from any liens arising out of any work
performed for, materials furnished to, or obligations incurred by JeffCom, and shall indemnify
and hold Jefferson County harmless against the same. The license and use granted to JeffCom
pursuant to this License and Use Agreement may not be used by JeffCom as security or collateral
for any borrowing or purchase or lease of personal property.
7. SUBLETTING OR ASSIGNMENT: JeffCom shall not sublet the whole or any part of the
premises, nor assign this License and Use Agreement, without the prior written consent of
Jefferson County. This License and Use Agreement shall not be assignable by operation of law.
Any assignment shall not release JeffCom from liability under this License and Use Agreement
unless the assignment states such.
8. DISASTER: In the event the premises are destroyed or injured by fire, earthquake or other
casualty so as to render the premises unfit for occupancy, and Jefferson County neglects and /or
refuses to restore said premises to their former condition, then JeffCom may terminate this
License and Use Agreement and shall be reimbursed (on a pro -rata basis) for any unearned
License Fee and Cost Reimbursement payment that has been paid prior to the premises being
unfit for occupancy. In the event said premises are partially destroyed by any of the aforesaid
means, the License Fee and Cost Reimbursement herein agreed to be paid shall be abated from
the time of occurrence of such destruction or injury until the premises are again restored to their
former condition, and any License Fee and Cost Reimbursement paid by JeffCom during the
period of abatement shall be credited upon the next installment(s) of License Fee and Cost
Reimbursement to be paid. It is understood that the terms "abated" and "abatement" mean a pro
rata reduction in the License Fee and Cost Reimbursement equal to the ratio of area unsuitable
for occupancy due to casualty loss to the total area of the Premises, as described in Section 1,
above.
9. REIMBURSEMENT FOR DAMAGE TO PREMISES: JeffCom agrees to reimburse
Jefferson County for damages caused by the negligence of its employees, clients and agents, but
in no event shall this paragraph be construed as diminishing Jefferson County's duty to make
repairs as set forth in preceding paragraphs of this License and Use Agreement, nor shall it be
construed as making JeffCom responsible for the repair of normal wear and tear. On demand,
JeffCom shall immediately pay to County the sum necessary to repair said damage.
10. HOLD HARMLESS AND INDEMNIFICATION: Jefferson County or its agents,
successors and assigns shall not be liable for any injury to persons (including death) or damage
to property sustained by JeffCom or others, in and about the premises, unless such injury or
damage was the proximate result of the negligent or willful act or omission of Jefferson County
or its agents, servants, employees, successors or assigns. JeffCom agrees to defend and pay all
Port Hadlock License and Use Agreement for JeffCom Page 6 of 16
cost and expense of Jefferson County's defense and hold Jefferson County, its agents, servants,
employees, successors and assigns harmless from any claim, action, and /or judgment for
damages to property or injury to persons (including death) suffered or alleged to be suffered on
the Premises (as defined in Section 1 above) by any person, firm or corporation, unless same was
the proximate result of the negligent or willful act or omission of Jefferson County or its agents,
servants, employees, successors or assigns. Jefferson County shall defend (and pay all cost and
expense of JeffCom's defense), indemnify and hold harmless JeffCom against and from claims
arising from Jefferson County's sole negligence or willful act with respect to, without limitation,
the management and maintenance of the Premises, as defined above. Jefferson County's
obligation to defend, indemnify and hold JeftCom harmless shall extend to any notification,
claim, action or lawsuit initiated by any agency of the United States government to recover,
obtain or recoup from Jefferson County any FEMA monies or funds (or any federal monies or
funds) utilized to construct and install the Emergency Operations Center now located at 81
Elkins Road, Port Hadlock, WA 98339.
11. INSURANCE: JeffCom shall maintain commercial general liability insurance on the
premises in the minimum limit of $1,000,000 single occurrence, $2,000,000 aggregate for
property damage (for damage or injury to the personal property and improvements owned by
JeffCom and located at the Premises) and /or bodily injuries and death, and shall name Jefferson
County as an additional insured. JeftCom shall furnish Jefferson County a certificate indicating
that A) the insurance policy is in full force and effect, B) Jefferson County has been named as an
additional insured, and C) the policy may not be canceled unless thirty (30) days prior written
notice of the proposed cancellation has been given to Jefferson County. JeftCom shall provide a
full document of insurance for the applicable policy or Risk Pool coverage document. Jefferson
County shall have ten (10) days to accept or reject the provisions in the certificate of insurance.
Upon the expiration of such 10 -day period, the certificate of insurance shall be deemed accepted,
adequate proof of insurance, and satisfaction of this insurance requirement. Such insurance shall
be considered primary and non - contributory by all parties. Jefferson County shall maintain on
the building in which the premises are located a policy of standard fire insurance with extended
coverage in the amount of its replacement value. Proceeds of any such insurance shall be applied
to the restoration of the building and the premises if the building and /or premises are to be
restored pursuant to the provisions hereof. Any proceeds remaining after such restoration shall
belong to Jefferson County.
If JeffCom fails to obtain or maintain any policy of insurance required under this License and
Use Agreement, or if any such policy is canceled or modified during the term of this License and
Use Agreement without Jefferson County's consent, Jefferson County may obtain such
insurance, in which case JeffCom shall reimburse Jefferson County for the cost of such insurance
within fifteen (15) days after receipt of a statement that indicates the cost of such insurance.
JeffCom's failure to provide and keep in force the aforementioned insurance will be regarded as
a default hereunder, entitling County to exercise any or all of the remedies provided in this
License and Use Agreement for default.
Written proof of JeftCom's membership in a self - insured Risk Pool as authorized by the laws of
the State of Washington shall suffice for these insurance requirements if the liability caps for
Port Hadlock License and Use Agreement for JeffCom Page 7 of 16
general commercial liability insurance and property damage insurance (for damage or injury to
the personal property and improvements owned by JeffCom and located at the Premises) equal or
exceed the amounts listed here. JeffCom's Risk Pool joint self - insurance policy shall be
considered the "policy of insurance" for purposes of this Section and shall be primary to any
self - insurance held or maintained by Jefferson County. The self - insurance of Jefferson County
shall not be contributory.
12. NO WAIVER OF COVENANTS: No conduct of a party shall constitute accord and
satisfaction, unless contained in writing to such effect and signed by the parties. Any waiver by
either party of any breach thereof by the other shall not be considered a waiver of any future
similar breach. This License and Use Agreement contains all the agreements between the
parties; and there shall be no modification of the agreements contained herein except by written
instrument.
13. SURRENDER OF PREMISES: JeffCom agrees, upon termination of this License and Use
Agreement, to peacefully quit and surrender the premises, leave the premises neat and clean and
to deliver all keys to the premises to Jefferson County. If Jefferson County elects to require
JeftCom to remove alterations, additions or improvements made by JeffCom, then JeffCom shall
at its sole cost restore the premises to their previous condition, less reasonable wear and tear.
14. PERSONAL PROPERTY AND FIXTURES: All of JeffCom's personal property and
trade fixtures, if any, located in, on or about the Premises shall remain JeffCom's property and
JeffCom may remove such personal property at any time during the Term provided JeffCom is
not in default under the terms of this License and Use Agreement. Upon the expiration or sooner
termination of this License and Use Agreement, JeffCom shall remove from the Premises its
personal property and the personal property of any party other than County. If JeffCom shall fail
to remove its personal property as provided in this Section 8, JeftCom shall, upon demand,
reimburse County for the documented cost of any such removal. Any personal property left on
the Premises after the expiration or sooner termination of the Term, or after JeffCom's vacation
or abandonment of the Premises (hereinafter "Abandoned Property"), shall be deemed to have
been abandoned and to have become the property of County to dispose of in County's sole and
absolute judgment and discretion. JeffCom shall reimburse County for any of County's
documented court costs, attorney fees, and storage charges related to Abandoned Property.
County may, at its option, sell Abandoned Property at private sale without notice or legal
process, for such price as County may obtain, and apply the proceeds of such sale to any
amounts due under this License and Use Agreement from JeffCom to County, including
expenses incident to the removal and sale of Abandoned Property, or County may otherwise
dispose of Abandoned Property.
Personal property of the County at the commencement of this License and Use Agreement shall
remain the property to the County, including but not limited to desk telephone sets for extensions
726, 738, 756, 772, 777, 787, 788, and 798. JeffCom may continue to use said personal property
at the County's sole discretion, but shall immediately return said personal property upon the
County's request. In addition, JeftCom shall promptly return any County personal property no
longer in use, and shall return all County personal property on or before the last day of this
License and Use Agreement.
Port Hadlock License and Use Agreement for JeffCom Page 8 of 16
15. USE: JeffCom shall use the premises solely for the purpose of operation of an E911
Emergency Communications and Dispatch Center and for no other purposes, without written
consent of Jefferson County.
JeffCom shall comply with all applicable laws, regulations, policies or orders of any lawful
governmental authority. JeffCom (and its invitees, licensees, contractors, agents, employees, or
representatives) shall not use or occupy the Premises in violation of any statute, rule, ordinance,
order, regulation or certificate of occupancy in effect and applicable to any part of thereof
(hereinafter "Applicable Laws "). Nor shall JeffCom do or permit to be done in or about the
Premises, or any part thereof, or bring into, keep, or permit to be brought into or kept in or about
the Premises, or any part thereof, anything that may constitute a waste, nuisance or unreasonable
annoyance to County, other tenants of the Premises and /or members of the general public.
JeffCom shall bring or keep no animals of any kind in or about the Premises except service
animals. JeffCom shall not cause or permit any unusual or objectionable odors to be produced
upon or permeated in or about the Premises. JeftCom, nor any of JeffCom's employees,
servants, agents, contractors, licensees or invitees shall at any time bring or keep in or about the
Premises any toxic, hazardous, flammable, combustible or explosive fluid, chemical or substance
other than as reasonably necessary for JeffCom's permitted uses of the Premises in accordance
with this Section. The Premises is smoke, drug and alcohol -free.
16. DEFAULT AND REMEDIES: JeffCom shall be in default of this License and Use
Agreement on the occurrence of any of the following:
A. Failure to pay the License Fee and Cost Reimbursement scheduled payment or other
expenses when due;
B. Failure to comply with any law, regulation, policy, or order of any lawful governmental
authority;
C. Failure to comply with any other provision of this License and Use Agreement;
D. Its vacation or surrender of the Premises prematurely, i.e., before the License and Use
Agreement expires or in any manner not consistent with this License and Use
Agreement
A default shall become an event of default ( "Event of Default ") if JeffCom fails to cure the
default within the applicable cure period after Jefferson County provides JeffCom with written
notice of default, which specifies the nature of the default. For failure to pay the License Fee,
Cost Reimbursement or other monetary defaults, the cure period shall be ten (10) working days.
For other defaults, the cure period shall be fifteen (15) working days.
Upon an Event of Default, Jefferson County may terminate this License and Use Agreement and
remove JeffCom by summary proceedings or otherwise. Upon an Event of Default, Jefferson
County may also, without terminating this License and Use Agreement, reassign the Premises to
a County department or license it to a different entity, firm or person on any terms and conditions
as Jefferson County in its sole discretion may decide are appropriate and obtain from JeffCom
any difference between the compensation obtained from that other entity, firm or person and the
Port Hadlock License and Use Agreement for JeffCom Page 9 of 16
applicable License Fee and Cost Reimbursement that JeftCom would otherwise owe. Jefferson
County may at any time after reassigning elect to terminate this License and Use Agreement for
the previous Event of Default.
17. NOTICE: Wherever in this License and Use Agreement written notices are to be given or
made, they will be sent by United States mail to the address listed below unless a different
address shall be designated in writing and delivered to the other parry.
JEFFERSON COUNTY: Jefferson County Administrator
Jefferson County Courthouse
P.O. Box 1220
Port Townsend, WA 98368
JEFFCOM: Director
JeftCom
81 Elkins Road
Port Townsend, WA 98339
18. ACCESS AND COUNTY'S RIGHT OF ENTRY: County reserves and shall at any and
all reasonable times have the right to enter the Premises, inspect the same, show the Premises to
prospective purchasers or assignees, or effect any custodial duties, maintenance or repair of the
Premises required; provided, however, that the business of JeffCom shall not be unreasonably
interfered with. For each of the aforesaid purposes, County shall at all times have and retain
access (physical and /or electronic) with which to unlock all the doors, in, upon and about the
Premises, excluding JeffCom's safes and files. The County shall also have the right to use any
and all means which County may deem proper to open said doors in an emergency, in order to
obtain entry to the Premises, without liability to JeffCom except for any failure to exercise due
care for JeffCom's property. In addition, County shall have the right at any and all reasonable
times to enter the Premises to perform any act with regard thereto that County, in its sole and
absolute judgment and discretion, deems necessary to assure compliance with applicable laws.
Any entry of the Premises by County by any of said means or otherwise shall not, under any
circumstances, be construed or deemed to be force able or unlawful entry into, or a detainer of,
the Premises, or an eviction of JeffCom from the Premises or any portion thereof provided said
entry relates to emergency purposes as aforesaid.
County shall be responsible for issuing keys (physical or electronic) to JeffCom and its officers
and employees, and said keys or all copies thereof shall remain the property of Jefferson County.
Upon the expiration or termination of this License and Use Agreement or JeffCom's vacation of
Premises, JeffCom shall turn in to the County all such copies or keys to the Premises. When a
JeffCom employee or officer leaves JeffCom, JeffCom shall first collect and return to the County
all keys to the Premises in said employee's or officer's possession. JeffCom shall promptly
report to the County any lost or stolen keys.
19. VACATION OF PREMISES; HOLDING OVER: Upon expiration or termination of the
License and Use Agreement, JeffCom shall promptly vacate the Premises on or before the day
the License and Use Agreement expires. If JeffCom holds over (continues to occupy the
Port Hadlock License and Use Agreement for JeffCom Page 10 of 16
Premises) past the expiration or earlier termination of the License and Use Agreement without
the express written consent of County, which consent may be granted or withheld by County in
its sole and absolute judgment and discretion, then JeffCom shall be a Licensee at sufferance
only and otherwise subject to the terms, covenants and conditions herein specified insofar as
applicable, except that the License Fee shall be ONE HUNDRED TWENTY -FIVE PERCENT
(125 %) of the License Fee in effect on the date of such expiration or termination. Said increased
License Fee and Cost Reimbursement, both pro -rated on a monthly basis, shall be payable once a
month on or before the 10`h of the month for which payment is being made. Acceptance by
County of a License Fee and Cost Reimbursement after the expiration of the License and Use
Agreement or earlier termination thereof shall not result in a renewal of this License and Use
Agreement. The foregoing provisions of this Section are in addition to and do not affect
County's right of re -entry or any other rights of County hereunder or as otherwise provided by
law. JeffCom hereby indemnifies and agrees to hold harmless County from all loss, injury or
liability arising from JeffCom's failure to surrender the Premises upon the expiration or
termination of this License and Use Agreement.
20. BINDING ON HEIRS, SUCCESSORS AND ASSIGNS: The covenants and agreements
of this License and Use Agreement shall be binding upon the heirs, executors, administrators,
and successors and assigns of both parties hereto, except as herein above provided.
21. DISPUTE RESOLUTION: Each party agrees to aid and assist the other in good faith in
accomplishing the objectives of this License and Use Agreement. Should a dispute arise
regarding the terms and conditions of this License and Use Agreement, the parties agree to the
following Dispute Resolution process:
A. The first step of the resolution process will be triggered by written description of the
dispute, generated by the aggrieved party, which also specifically invokes this Dispute
Resolution section of the License and Use Agreement.
B. The second step of the resolution process will be to refer the issue for resolution by
conference between the County Administrator and the JeffCom Director. If the dispute is
not resolved within sixty (60) days of receiving the written description described in step
A., above, either party may refer the dispute for resolution by step C., below.
C. The third step of the resolution process will be to refer the issue for resolution by
conference between the Chair of the Board of County Commissioners and the Chair of
the JeffCom Administrative Board.
D. If the third step of the resolution process fails to resolve the issue(s) in dispute, then the
fourth step of the resolution process will be by Mediation by a professional mediator
selected by mutual agreement of both parties. Mediation must be concluded within sixty
(60) days of initiation, unless extended by mutual agreement of the parties.
E. For matters restricted to either party's financial obligations under this License and Use
Agreement, if the fourth step of the resolution process fails to resolve the issue(s) in
dispute, then by mutual agreement, the fifth step of the resolution process will be by
arbitration - -at either party's demand -- before a single arbitrator chosen mutually by the
parties and paid equally by the parties. If the parties cannot agree upon an arbitrator, the
parties agree to submit the matter to the American Arbitration Association or any other
recognized arbitration group such as JAMS or WAMS, which shall be asked for a list of
Port Hadlock License and Use Agreement for JeffCom Page 11 of 16
arbitrators. The parties can then choose an arbitrator from such list by alternately striking
names, with the first strike determined by the flip of a coin. The arbitrator shall have no
authority to amend, modify, nullify, ignore, add to, or subtract from the provisions of this
License and Use Agreement and shall hold a hearing so that both parties may present
their respective cases. The decision of the arbitrator shall be rendered within thirty (30)
business days after the close of the hearing.
F. If within thirty (30) days of the conclusion of the preceding step of the dispute resolution
process, such step fails to resolve the dispute, either party may initiate court litigation,
with the venue being Jefferson County Superior Court
Throughout any Dispute Resolution Process the parties will be responsible for their own costs
and will split the cost of mediation and /or arbitration, 50/50.
22. COSTS AND ATTORNEYS FEES: If, by reason of any default or breach on the part of
either party in the performance of any of the provisions of this License and Use Agreement, a
legal action is instituted, each party will be responsible for their own costs and attorney fees in
connection therewith, unless otherwise agreed by JeffCom and Jefferson County.
23. LEGAL REVIEW: Legal counsel for each of the parties to this License and Use
Agreement have reviewed this License and Use Agreement and therefore neither party will be
charged with having written or drafted this License and Use Agreement should a dispute arise
regarding the terms and conditions found herein.
24. GOVERNING LAW; VENUE: This License and Use Agreement shall be governed by and
construed in accordance with the laws of the state of Washington. County and JeftCom agree
that venue of any legal action between the parties relating to the License and Use Agreement
shall be in Jefferson County Superior Court, Washington.
25. RECORDING: The County shall record this License and Use Agreement and all
subsequent amendments, if any, with the Jefferson County Auditor. Except as may be otherwise
required by law, neither Party may subsequently record this License and Use Agreement,
subsequent amendments, nor any memorandum hereof, without the prior written consent of the
other party.
26. AUTHORIZED SIGNATURES: This License and Use Agreement requires the signature
of all parties and shall become effective as of the date of the last signature below.
The person or persons who execute this License and Use Agreement on behalf of their respective
party warrant that they have the authority to bind their respective parry to the terms and
obligations of this License and Use Agreement.
27. SEVERABILITY: Any provision of this License and Use Agreement which proves to be
invalid, void, or illegal shall in no way affect, impair, or invalidate any other provision hereof,
and such other provisions shall remain in full force and effect.
Port Hadlock License and Use Agreement for JefrCom Page 12 of 16
28. OTHER AGREEMENTS: The Parties agree that this License and Use Agreement will be
deemed valid only upon full execution of the following agreements by both Parties within forty -
five (45) calendar days of the date of the last signature on this License and Use Agreement.
i. Coyle Road Real Property License
ii. Port Hadlock Tower License
iii. Coyle Road Tower and Building Sublicense Agreement (Public Works Radio)
iv. Port Townsend Tower Sublicense — Station 16
29. ENTIRE AGREEMENT: This License and Use Agreement, including its exhibits and
addenda, if any, contains the entire agreement of the parties.
APPROVED AND ADOPTED this lF day of fl 2014.
SEAL: �\ _) JEFFERSON COUNTY
BOARD OF COMMISSIONERS
ATTEST:
Carolyn Avery
Deputy Clerk of the Board
John Austin, Chair
Phil Johnson, Member
David W. Sullivan, Member
PROVED AS O FORM
� IJ6)J�
David Alvarez, Attorney' for the Jefferson County BoCC
Chief Civil Deputy Prosecutor
JEFFCOM
Karl Hatton, Executive Director
APPROVED AS TO FORM:
3
J seph Quinn, Counsel to JeffCom
Port Hadlock License and Use Agreement for JeffCom Page 13 of 16
EXHIBIT A
AREAS OF FEMA DURABLE INTEREST
Rooms and spaces within the shaded area below comprise 3,170 square feet where the Federal
Emergency Management Agency (FEMA) retains durable interest and which shall be available
for the immediate and complete conversion as needed to augment the County's Emergency
Operations Center upon activation.
AM -
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HATCHED AREA INDICATES
BOUNDARY OF E.O.C.
TOTAL AREA: 3,170 GSF
FLOOR PLAN @ REMODEL
AREA OF EXIST. BUILDING
0RNZ t
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Di+L°C't�t
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JEFFERSON COUNTY EOC /DISPATCH REMODEL
Port Hadlock License and Use Agreement for 7effCom Page 14 of 16
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JEFFERSON COUNTY EOC /DISPATCH REMODEL
Port Hadlock License and Use Agreement for 7effCom Page 14 of 16
FACILTY SCHEMATIC DIAGRAM
w, €
HILL rl
T T
Pon Hadlock License and Use Agreement for 7effCom Page 15 of 16
i`ILET
EXHIBIT B
0
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0
EXHIBIT C
JEFFCOM LICENSE FEE AND COST REIMBURSEMENT CALCULATION
TABLE A
Item
Annual Basis
4th qtr.
Description
261 -Annual
2014Annual
2012
2012
Per Day
% Costper
Share
Facilities Paroll & Benefits
$ 10,548
k"
Includes custodial & maintenance staff costs forall
da
LA- Kitchen
JefiCOM /EOC
138.0228
areas used by Jeffcom, including allocated facilities
33.00% 4.464
1,629.23
LU24TS /Equipment
JefiCOM /EOC
264.349
mgrM and admin staff
90.00% 23.316
8,510.19
Utilities
$ 14,669
37.275
Electrical $13,796, plus $509 garbage, $360 water and
90.000/0 3.288
1,199.99
HP2 (Heat Pump /Air Cond
Jef1COM
8.31
$444 Septic - see Table 6 for detail of electrical costs.
1000% 0.81438
297.25
Routine Repai rs /Mai M expenditures
$ 3,191
30
e.g. Fire Alarm; Fire Extinguisher & Generator
100% 2.94
1,073.10
IT Shack & Exterior Light
Jeflf.'OM /EOC /Jail
23.4
Insp /Serv/Maint, routine main.
1 100 ° /n 227
826.88
Faclities' operating costs
$ 4,560
; S 37.09
Supplies, vehicles, computers, phones, small tools, etc.
Cast wn*u mom ;:
$ 32,955
$ ' 3,142;
..
# " 3#.848
S - 34842;
tfGenae ree
$ `61413.
$. 2;683:
Li�vasflhqaa C;aPJt?419R6iirthin§?36c $2Sagft#le liWted
$ '; 6°`x.84
# ..': b.66i
. angry 284ca
Total $ 39,381 $ 9,845
$ 40,434
$ 40,903
Annual Adjustment: Ratio of Seattle CPI -W (June) or 1.03, whichever is less:
'12CPI/'11CPI
'13 CPI /'12 CPI
1.02673
1.01160
TABLE B
Summary ofJefl'COM /EOC Electricity SubpanelMeasurements
Panel
Customer
Daily
Est Cost
JeffCOM
JeftCom
Average
Per Day
% Costper
Share
k"
.098 /kvIb
da
LA- Kitchen
JefiCOM /EOC
138.0228
13.53
33.00% 4.464
1,629.23
LU24TS /Equipment
JefiCOM /EOC
264.349
25.91
90.00% 23.316
8,510.19
LX2 -Shared
JeflCOM /EOC
37.275
3.65
90.000/0 3.288
1,199.99
HP2 (Heat Pump /Air Cond
Jef1COM
8.31
0.81
1000% 0.81438
297.25
AP2 (Air Handier)
1eU
30
2.94
100% 2.94
1,073.10
IT Shack & Exterior Light
Jeflf.'OM /EOC /Jail
23.4
1 2.27
1 100 ° /n 227
826.88
Total Cost per day
; S 37.09
Total Annual Cost
NOTES:
Est cost per day based on .098 per hour. This is arrived at by taking average of 5 months ofpowerbills
based on June 2013 bill of.0919 /kwh and 7 months of bills based on January 2013 of.1019 / kw'h.
Port Hadlock License and Use Agreement for Jeffcom Page 16 of 16