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HomeMy WebLinkAbout112414_ca09JEFFERSON COUNTY BOARD OF COUNTY COMMISSIONERS CONSENT AGENDA REQUEST TO: Board of County Commissioners FROM: Philip Morley, County Administrator DATE: November 24, 2014 RE: 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; $12,000 /year. 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 pays to pays to 2014* County JeffCom Office Use & License 12/31/2015 $ 40,903 $ 40,903 Tower Agreements Expires JeffCom County Net per 20 yrs pays to pays to year** County JeffCom Coyle Tower Sale & License 50 yrs Coyle Tower Sublicense 50 yrs Hadlock Tower License 20 yrs $ 3,500 Plus $1 sale $ 12,000 $ 3,500 Station 16 Tower Sublicense 20 yrs $ 12,000 subal 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 REV BY• 1 1p Morle unty Ad isn for Date Port Townsend Tower Sublicense - Station 16 Between JeffCom And Jefferson County JeffCom- JeffCounty- -Port Townsend Tower Sublicense -Station 16 Page 1 PORT TOWNSEND TOWER SUBLICENSE - STATION 16 This Port Townsend Tower Sublicense - Station 16 (hereinafter 'License ") is made this day of 2014 ( "Effective Date'), by and between JEFFCOM, an interlocal government agency created by Jefferson County, the City of Port Townsend and Jefferson County Fire Districts 1 through 5, with an office located at 81 Elkins Road, Port Hadlock, WA 98339 (hereinafter 'Licensor" or "JeffCom "), and JEFFERSON COUNTY, a municipal corporation, with an office at Jefferson County Courthouse, PO Box 1220, 1820 Jefferson Street, Port Townsend, WA 98368 and its officers, officials and employees (hereinafter 'Licensee'). The Licensor and Licensee are at times referred to as Parties or Party, collectively or individually. WHEREAS, pursuant to the Prime License (as defined below), Licensor holds an exclusive license to a portion of that certain real property with a street address of 701 and 725 Harrison Street, Port Townsend, WA 98368, as shown in Exhibit A to the Prime License, upon which Licensor owns and operates certain equipment and attachments including, but not limited to, an existing communications tower, fences, utilities and ancillary equipment, attachments and improvements thereto; and WHEREAS, Licensor desires to sublicense to Licensee, and Licensee desires to sublicense from Licensor, certain space on the Tower (defined below)for the installation, operation and maintenance of Licensee's Equipment (defined below), along with other rights and privileges ancillary to the license of such space and operations of Licensee's Equipment located upon the Licensed Premises (defined below). NOW THEREFORE, for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Parties hereby incorporate each of the foregoing recitals into the terms of this License by this reference and hereby agree to be bound to the following terms and conditions: Section 1: Definitions "Authorization" is defined to mean Licensee's use of the Easements solely for the purposes of ingress, egress, access, utilities and parking. Licensee shall have no more rights with respect to use of the Easements than is held in those Easements by Licensor. "Easements" are defined as those certain non - exclusive ingress, egress, parking and utility access easements described and depicted on Exhibit B - Easements, attached hereto and incorporated herein. "Hazardous Substance" shall for this License have the same definition as found in WAC 173 - 340 -200 "Licensed Premises" is defined to include the Tower Space as defined and described in Exhibit A - Licensed Premises, along with the Easements, attached hereto and incorporated herein. "Prime License" is that certain "Port Townsend Real Property License" dated (tf �AV o`L_� 2014, by and between Jefferson County Fire Protection District 41, d/b /a East Jefferson Fire Rescue as Licensor and JeffCom as Licensee, attached hereto as Exhibit D- Prime License. "Property" is the real property known as Assessors Parcel Nos. 965- 703 -001 and 965- 703 -003, being also known as 701 and 725 (respectively) Harrison Street, Port Townsend, WA. "Tower" shall mean the existing communications tower owned by the Licensor at the Property, including any subsequently remodeled, renovated, replaced or repaired communications tower at the Property, and shall include the ground space on the Property licensed to Licensor through the Prime License. leffCom- JeffCounty_Port Townsend Tower Sublicense - Station 16 Page 2 Section 2: Tower Sublicense 1) Incorporation of pre - existing rights, a) The Parties are subject to that certain " Interlocal Agreement Regarding Emergency Dispatching, Communications and Other Public Safety Services' which has an effective date of October 1, 2012 (hereinafter " Interlocal Agreement"). This License shall prevail in the event of any conflict of terms or operation between the Interlocal Agreement and this License. b) The Parties are subject to the Prime License. The Prime License shall prevail in the event of any conflict of terms or operation between the Prime License and this License. 2) Term • Subject to the term of the Prime License, the term of this License shall be for twenty (20) years (the "Term ") commencing on the Effective Date, and expiring at midnight on the last day of the Term. a) Holdover Terms. If, upon expiration of the Term, an extension to this License or a new license has not been executed, and provided that Licensee is not in default of any provisions of this License, and if neither Party has delivered to the other a notice of their intention not to renew this License, this License shall automatically renew in one (1) year terms ( "Holdover Term(s)") thereafter until terminated as provided herein. Licensee shall continue to occupy the Licensed Premises in accordance with the terms and conditions of this License during any Holdover Term. During any such Holdover Term, either Parry may terminate this License by delivering to the other Parry a notice of intent to terminate the License at least one hundred and twenty (120) days prior to the end of the then- current Holdover Term. 3) License Fee. Subject to Section 3(c) below, the License Fee for the first (1�t) year of the Term shall be Twelve Thousand Dollars ($12,000.00) per year ( "License Fee ") to be paid within thirty (30) calendar days of the Effective Date. a) Escalation. Beginning with the second (2.d) year of the Term, and every year thereafter, the License Fee shall increase by three percent (3 %) over the preceding year's License Fee, to include any increase or decrease in License Fee from added or removing equipment as specified in Section 3(c) below. Each annual License Fee payment shall be paid in advance, due and payable on or before the anniversary of the Effective Date. b) Hold -Over. If Licensee holds over after the Term, the annual License Fee shall increase by three percent (3 %) over the License Fee paid during the immediately preceding year, to include any increase or decrease in License Fee from adding or removing equipment as specified in Section 3(c) below, due and payable in advance, on or before the anniversary of the Effective Date, throughout the Holdover Term(s). c) Equipment Modification. Removal of any portion of Licensee's Equipment listed on Exhibit C from the Licensed Premises by Licensee resulting in a net reduction in the space occupied on the Tower by Licensee's Equipment shall result in a reduction of the License Fee by the amount shown on Exhibit C, as such amount may have escalated in accordance with Section 3(a) - Escalation of this License. Such reduction to be effective on the following anniversary of the Effective Date. Licensee shall not be entitled to a refund of any pre -paid License Fee for net reductions to Licensee's Equipment. Any addition to or modification of Licensee's Equipment on the Tower, other than like- for -like exchanges, shall result in an increase in the License Fee by an amount to be mutually agreed upon by the Parties. Any modification, net reduction or net addition to Licensee's Equipment and the License Fee shall be documented by an amendment to this License. 4) Additional Payments. Except in the case of amounts billed directly to Licensee by a governmental authority other than Licensor, any amounts paid by Licensor on behalf of Licensee that are directly attributable to Licensee's use of the Licensed Premises under this License ( "Additional Payment(s)") shall be reimbursed by Licensee to Licensor. Additional Payment(s) shall include that portion, if any, of any leffCom- leffCounTy_Port Townsend Tower Sublicense - Station 16 Page 3 fee or other assessment directly attributable to Licensee's use of the Licensed Premises including, but not limited to: (i) Licensee's pro rata share of any governmental assessments directly attributable to the Licensed Premises or Licensee's Equipment, (ii) any municipal application review fee or antenna installation fee relating to Licensee's use of the Licensed Premises, and (iii) any sales or use taxes that are assessed or due by reason of the License Fee or Additional Payment(s). In connection with any claim for Additional Payment(s), Licensor must deliver to Licensee written evidence, including all reasonable supporting documentation requested by Licensee, to demonstrate that the Additional Payment(s) claimed falls within this Section. Upon receipt of such documentation, Licensee shall have ten (10) business days to reject the documentation; otherwise the documentation shall be automatically accepted. a) Licensee shall have the right, at its sole option and expense, to appeal, challenge or seek modification of any such assessment or billing for which Licensee is wholly or partly responsible for payment. Licensor, at no additional fee to Licensee, shall reasonably cooperate with Licensee in filing, prosecuting and perfecting any appeal or challenge to any assessment. In the event that, as a result of any appeal or challenge by Licensee, there is a reduction, credit or repayment received by Licensor for any Additional Payment previously paid by Licensee, Licensor agrees to promptly reimburse Licensee its pro rata share of the reduction, credit or repayment. 5) Pwment Address and Method of Payment. License Fee and any Additional Payment(s) are to be clearly identified as "Port Townsend Tower Sublicense - Station 16 Payment(s)" and mailed to: JeffCom Attn: Executive Director 81 Elkins Road Port Hadlock, WA 98339 Licensor may change the payee and payee address by providing sixty (60) days' prior written notice to Licensee. 6) Use of Licensed Premises and Easements, Subject to the terms and conditions of this License, Licensee shall use the Licensed Premises and Easements as follows: a) Use of Licensed Premises. Licensee shall use the Licensed Premises for maintaining, repairing, installing and operating a communications facility and uses incidental thereto, and for no other purpose. Licensee's Equipment on the Tower is described and depicted on Exhibit C - Licensee's Equipment - Tower Equipment (the "Licensee's Equipment"). Licensee may replace or modify its equipment at any time so long as the replacements to Licensee's Equipment are like- for -like and located at the same location on the Licensed Premises or as otherwise approved in advance and in writing by the Licensor, and the power usage is reasonably similar to the Licensee's Equipment being replaced. Licensee shall be permitted to transmit at its full FCC - licensed power, subject to the provisions of Section 13 - Interference below. b) Use of Easements. Licensee has Authorization to use the Easements solely for the purposes of ingress, egress, access, utilities and parking and shall have no more rights with respect to use of the Easements than are contained in the Prime License. c) Authorized Personnel. Only those employees, engineers, service technicians, contractors, subcontractors, agents, or persons under their direct supervision and control, whom Licensee shall have previously designated to Licensor in writing as Licensee's authorized personnel, shall be permitted to enter the Licensed Premises. Licensee shall have full responsibility and liability for the safety and conduct of Licensee's authorized personnel while on any part of the Licensed Premises. All work performed by or for Licensee within the Licensed Premises shall be performed at Licensee's expense by authorized personnel. Licensee agrees that Licensor shall bear no responsibility or liability for the conduct or safety of any of Licensee's authorized personnel while on any part of the Licensed Premises. JeffCom- leffCounty_Port Townsend Tower Sublicense -Station 16 Page 4 d) Government Approvals. It is understood and agreed that Licensee's ability to use the Licensed Premises pursuant to this License is contingent upon Licensee obtaining or maintaining after the Effective Date of this License all of the certificates, permits and other approvals (collectively the "Governmental Approvals ") that may be required by any Federal, State or Local authorities as well as satisfactory geotechnical reports, including but not limited to soil borings reports and structural analyses that will permit Licensee the new or continued use of the Licensed Premises as set forth above. Licensor shall cooperate with Licensee in its effort to obtain such approvals and shall take no action that would adversely affect: (i) the status of the Tower with respect to the proposed use thereof by Licensee, and (ii) Licensee's Authorization with respect to use of the Easement(s) seven (7) days a week, twenty four (24) hours a day over and across the Property. e) Relocation of Licensee's Equipment. Upon request by Licensor, and within ninety (90) calendar days of such request, Licensee shall relocate Licensee's Equipment then located upon Licensed Premises to another location, at Licensor's sole cost and expense, if Licensor deems such relocation necessary or appropriate to accommodate the equipment of Licensor, or other tenants, or if such relocation is necessitated due to work contemplated to be undertaken upon the Licensed Premises by Licensor, provided that any such relocation shall not materially impair the quality of Licensee's communications service or operations at the Licensed Premises. 7) Assignment and Subletting. a) Licensee may assign this License to Licensee's principal, or a subsidiary of its principal, or to any entity that acquires all or substantially all of Licensee's Emergency Management assets by reason of a merger, acquisition or other business reorganization, provided that such assignee assumes all of Licensee's obligations hereunder and only utilizes this License as permitted herein. Licensor may assign its interest in the Tower and this License upon written notice to Licensee, provided that such assignee assumes all of Licensor's obligations hereunder. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, Licensee shall not assign this License to any for -profit entity. b) Except as specified in Section 7(a), this License may not be assigned or transferred by Licensee to any other parry without the prior written consent of Licensor, which consent may be withheld, delayed, conditioned or denied, in Licensor's sole discretion. c) Licensee may sublease, sublicense, or allow use of a portion of the Licensed Premises to any entity that provides a service that is reasonably necessary to Licensee's operations, with the prior written consent of Licensor, which consent shall not be unreasonably withheld, delayed or conditioned, and provided that such sublease or sublicense shall be limited to Licensee's allotted space and be otherwise consistent with this License. d) Except as otherwise specified in Section 7(c) Licensee may not sublet or sublicense all or any portion of the Licensed Premises nor allow any portion of the Licensed Premises to be used by another party without the prior written consent of Licensor, which consent may be withheld, delayed, conditioned or denied, in Licensor's sole discretion. 8) Maintenance. Licensee shall be responsible, whether owned, licensed or installed by Licensee now or in the future, for (i) all maintenance of Licensee's Equipment, as may be modified or upgraded from time to time, and sublicensee(s) equipment, (ii) compliance with all Governmental Approvals including but not limited to all permits, local, state and federal, and FAA and FCC requirements, said maintenance to be regularly accomplished, in accordance with industry standards and to include prompt removal of known or obvious hazards. Licensor shall maintain all access roadways from the nearest public roadway to the Licensed Premises in a manner sufficient to allow pedestrian and vehicular access at all times. Licensor shall be responsible for maintaining and repairing such roadways, at its sole expense, except for any damage caused by Licensee's use of such roadways. 9) Ownership of Equipment. All of Licensee's Equipment, trade fixtures, trade equipment and utilities installed by Licensee, if any, for its purposes, whether or not attached to the Licensed Premises, will leffCom- leffCounty_Port Townsend Tower Sublicense -Station 16 Page 5 remain the property of Licensee and Licensee shall have the right to remove the same at any time and from time to time during the Term or any Holdover Term of this License, or at the expiration or prior termination thereof. Furthermore, Licensor shall have no right or claim to any insurance proceeds payable on account of damage to or destruction of any of Licensee's Equipment and personal property of Licensee. The Authorization for use of the Easements granted to Licensee under this License shall continue during the Removal Period (defined below) as necessary for Licensee to remove Licensee's Equipment and personal property from the Licensed Premises. 10) Successors and Assigns. This License shall run with the Property and Easements. This License shall be binding upon and inure to the benefit of the Parties, their respective successors, personal representatives and assigns, and sublicensee(s). 11) Subordination. This License is and shall be subordinate to the Prime License, and all mortgages which may now or hereafter be secured upon the Property, Easements or the Licensed Premises and to any and all renewals, modifications, consolidations, replacements and extensions thereof. 12) Waiver of Licensor's Lien. Licensor hereby waives any and all lien rights it may have statutory or otherwise, concerning Licensee's Equipment and personal property on the Licensed Premises, or any portion thereof, which shall be deemed personal property for the purposes of this License, regardless of whether or not same is deemed real or personal property under applicable Laws, and Licensee shall have the right to remove all or any portion of same from time to time in Licensee's sole discretion and without notice to Licensor and without Licensor's consent. 13) Interference. The Parties agree that Licensor, and /or any of Licensor's current or future tenants on the Tower, will be permitted to install only such equipment that is of the type and frequency that will not cause harmful interference to the then - existing Licensee's Equipment or that of Licensee's sublicensees. The Parties agree that Licensee, and /or any of Licensee's current or future assignees or sublicensees having equipment or facilities on the Tower will be permitted to install only such equipment that is of the type and frequency that will not cause harmful interference to the then - existing Licensor's Equipment on the Tower. The Parties acknowledge that there will not be an adequate remedy at law for noncompliance with the provisions of this Section, and therefore Licensor and Licensee shall have the right to all legal and equitable remedies, such as, without limitation, injunctive relief and specific performance. 14) Termination. Except as otherwise provided in this License, and in addition to other termination rights contained in this License, this License may be terminated, without any penalty or further liability, as follows: (i) by Licensee upon sixty (60) days prior written notice if it is unable to obtain or maintain any license, permit or other approval necessary to the operation of Licensee's Equipment or the Licensed Premises; or (ii) by Licensee upon ninety (90) days' prior written notice if Licensee determines, in its sole discretion, that the Licensed Premises are no longer suitable for its purposes for any reason. In the event of early termination described in this Section, Licensee shall not be entitled to a refund of any prepaid License Fee. 15) Breach. In the event there is a Breach by either Party under this License, the non - breaching Party shall give the breaching Party written notice of such Breach in the manner set forth within Section 26 - Notices below. The occurrence of any one or more of the following events by either Party constitutes a "Breach" of this License: a) The failure of Licensee to pay the License Fee, Additional Payments, or any other amount due under this License when such payment is due. b) The failure of Licensee, its agent(s), subcontractor(s) or employee(s) to perform or observe any provision of this License. c) The misrepresentation by either Party in any of the representations or warranties contained herein. d) The failure of either Party to comply with the covenants, terms, conditions and provisions of this leffCom- JeffCounty_Port Townsend Tower Sublicense - Station 16 Page 6 License 16) Remedies in the Event of a Breach. Aker written notice of a Breach is deemed validly given, as set forth within Section 26 - Notices below, the breaching Party shall have thirty (30) calendar days in which to cure any monetary Breach, and sixty (60) calendar days to cure any non - monetary Breach. The breaching Party shall have such extended period as may be required beyond sixty (60) calendar days for a non - monetary breach, provided that the nature of the cure is such that it reasonably requires more than sixty (60) calendar days, subject to the following requirements: a) The breaching Party commences the cure within thirty (30) calendar days of its receipt of written notice of such Breach; and b) The breaching Party delivers to the non - breaching Party, in writing, and the non - breaching Party accepts, in writing, an acceptable cure to such Breach (as specified herein); and c) The breaching Party thereafter continuously and diligently pursues the cure to completion. In no case shall the cure period for any Breach be extended beyond ninety (90) calendar days, unless agreed upon in writing by the non - breaching Party. The non - breaching Party may not maintain any action or effect any remedies for Default against the breaching Party unless and until the breaching Party has failed to cure the Breach within the time periods provided in this Section. 17) Default. The failure of the breaching Party to cure a Breach within the time frames set forth above shall result in a "Default" under this License. In the event of a Default, the non - defaulting Party shall deliver written notice of such Default to the defaulting Party, and the following shall apply: a) Licensee's Remedies. In the event of a Default by Licensee, Licensor may, but shall not be required to, pursue all or any of the following remedies: i. Terminate this License without further liability, subject to the provisions of this License, and ii. Make any payment required of Licensee herein or comply with any term, covenant or condition required hereunder to be performed by Licensee, including obtaining reasonably required insurance policies, and iii. Pursue any other rights and remedies available at Law or in equity, subject to the provisions of this License. b) Licensee's Remedies. In the event of a Default by Licensor, Licensee may, but shall not be required to, pursue all or any of the following remedies: i. Terminate this License without further liability, subject to the provisions of this License, and ii. Make any payment required of Licensor herein or comply with any term, covenant or condition required hereunder to be performed by Licensor, including obtaining reasonably required insurance policies, and iii. Pursue any other rights and remedies available at Law or in equity, subject to the provisions of this License, and iv. Cure any defaults in the payment of any mortgage or other interest encumbering the Licensed Premises or the Tower. Upon doing so, Licensee shall be subrogated to any and all rights, titles, liens and equities of the holders of such mortgage or other interest. leffCona- leffCounty -Port Townsend Tower Sublicense - Station 16 Page 7 c) The remedies given in this Section to the Parties shall be cumulative, and the exercise of one right or remedy shall not impair that Party's right to exercise any other right or remedy. NOTWITHSTANDING THE FOREGOING, each Party shall use reasonable efforts to mitigate its damages in connection with a Default by the other Party. d) In the event that the non - defaulting Party fails to exercise its rights under this License within sixty (60) calendar days following an event of Default, and the defaulting Party cures such Default, the non - defaulting Party shall not be entitled to pursue any further action against the defaulting Party for such cured Default. e) If either Party remedies the Default, the Default will be deemed cured and the full amount of the actual cost and reasonable expenses incurred by the non - defaulting Party shall immediately be due and payable by the defaulting Party to the non - defaulting Party, and the defaulting Party shall pay the non - defaulting Parry, upon written demand, the full undisputed amount thereof with interest thereon from the date of payment at the lesser of (i) one percent (1%) per month, or (ii) the highest rate permitted by Law. At all times during the Term or any Holdover Term of this License, including during a Breach, all undisputed fees, including the License Fee and Additional Payments, shall be due and payable as set forth herein. The failure of any Party at any time to require performance of any provision or any remedy provided under this License shall in no way affect the right of that Party to require performance or remedy at any time thereafter, nor shall the waiver by any Party of a Breach or Default be deemed to be a waiver of any subsequent Breach or Default. A waiver shall not be effective unless it is in writing and signed by the non - breaching or non - defaulting Party. 18) Removal of Communications Facility upon Termination. Following any termination or expiration of this License, Licensee shall remove all of Licensee's Equipment and personal property from the Licensed Premises and /or Tower. In performing such removal, Licensee shall restore the Licensed Premises to the condition that existed as of the Effective Date, reasonable wear and tear excepted. If Licensee fails to remove Licensee's Equipment and personal property within one hundred eighty (180) days after expiration or earlier termination of this License ( "Removal Period "), Licensor may remove and dispose of Licensee's Equipment and personal property without any liability or recourse for damages, and Licensee shall reimburse Licensor for the reasonable costs of such removal and restoration of the Licensed Premises upon Licensors demand therefor. Moreover, at Licensor's option, if Licensee fails to remove Licensee's Equipment and personal property within the Removal Period, Licensor may deem Licensee's Equipment and personal property abandoned in which event Licensee's Equipment and personal property shall become Licensor's property. Licensee shall be permitted to operate Licensee's Equipment during the Removal Period. Should the Removal Period exceed the current annual term, Licensee shall pay monthly, in advance, one - twelfth (1/12) the then - current annual License Fee to Licensor until such time as the Licensee's Equipment is removed and the Licensed Premises are restored as provided herein. Any partial months shall be prorated. 19) Insurance. Unless otherwise mutually agreed to by the Parties: Licensee and its sublicensee(s) shall provide and carry the following insurance or equivalent thereto: a) Licensee shall carry liability and property financial protection insurance covering its use of the Licensed Premises and Easements. Licensee may satisfy this requirement through the Washington Counties Risk Pool, a self- insured municipal risk pool ( "WCRP "). Licensee or its insurer will notify the Licensor in writing not less than thirty (30) days in advance of any cancellation in coverage thereof. At a minimum, Licensee shall obtain Commercial General Liability Insurance including but not limited to, personal injury, broad form property damage, independent contractor, products /completed operations with limits not less than $2,000,000 per occurrence and $4,000,000 in the aggregate. b) Licensee shall furnish the Licensor with certificates of insurance ( "C01") prior to any work by Licensee at the Property covering Licensee's Use of the Licensed Premises and /or Easements as leffCom- JeffCounty_Port Townsend Tower Sublicense -Station 16 Page 8 allowed by Section 6 - Use of Licensed Premises and Easements. Prior to commencing any testing, installation, repair or maintenance work on the Licensed Premises and /or Easements, Licensee shall ensure that its sublicensee(s), contractors and /or subcontractors will provide Licensor with a COI evidencing the required insurance coverage. c) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION, Licensor shall have five (5) business days following its receipt of a COI to approve or reject such COI and insurance coverage provided by Licensee or its sublicensees, contractors and /or subcontractors. Failure by Licensor to provide Licensee with written rejection of any COI or the coverage provided by Licensee or its sublicensees, contractors and /or subcontractors within said five (5) day period shall be deemed approval by Licensor of such COI and coverage. d) The Licensee shall, within thirty (30) calendar days of the Effective Date of this License, and annually thereafter, provide the Licensor with a true and complete copy of the self - insurance liability policy provided to it by the WCRP. Licensee confirms here that the self- insurance liability policy provided to it by the WCRP is occurrence based. e) The Licensee shall maintain Worker's Compensation coverage as required under the Washington State Industrial Insurance Act, Title 51 RCW for all Licensor's employees, agents, representatives and subcontractors who are eligible for such coverage under Title 51 RCW. f) The insurance Licensee is required to obtain and maintain pursuant to this License shall not in any manner limit or qualify the liabilities or obligations of the Licensee under this License. Nor shall it cap any liability of the Licensee if an injured third party is awarded costs, fees, including attorney's fees or other monetary damages due to an act or omission of the Licensee. g) The insurance Licensee is required to obtain and maintain pursuant to this License shall provide primary coverage. Any third party liability coverage provided to the Licensor by the Washington Cities Insurance Authority shall be non- contributory to the insurance policies Licensee must obtain and maintain. h) Licensee agrees to waive subrogation with respect to each policy of insurance it must obtain and maintain pursuant to this License. This requirement shall not apply to any policy which includes a condition expressly prohibiting waiver of subrogation by the insured or which voids coverage should the Licensee enter into such a waiver of subrogation on a pre -loss (pre- occurrence) basis. 20) Destruction of Licensed Premises. If the Property or the Licensed Premises are destroyed or damaged so as, in Licensee's reasonable judgment, to hinder the effective use of the Tower or the Licensed Premises, Licensee may elect to terminate this License as of the date of the damage or destruction by notifying Licensor not more than forty-five (45) days following the date of damage or destruction. In such event, all rights and obligations of the Parties shall cease as of the date of the damage or destruction, except those that survive this License, and Licensee shall be entitled to the reimbursement of any License Fee and Additional Payment(s) prepaid by Licensee. 21) Condemnation. If a condemning authority provides notice that it intends to take all of the Licensed Premises, or a portion sufficient, in Licensee's determination, to render the Licensed Premises unsuitable for the use that Licensee was then making of the Licensed Premises, Licensee shall have the right, at its sole discretion, to immediately terminate this License, upon written notice to Licensor. In the event Licensee terminates the License pursuant to this Section, the License shall terminate on the earlier to occur of (f) the date of Licensor's receipt of Licensee's termination notice pursuant to this Section; or (ii) as of the date the title vests in the condemning authority. The Parties shall be entitled to share in the condemnation proceeds in proportion to the values of their respective interests in the Licensed Premises. Sale of all or part of the Licensed Premises to a purchaser with the power of eminent domain in the face of the exercise of power shall be treated as a taking by condemnation. If the condemning authority is Licensee, then Licensee must provide Licensor with no less than one (1) year's prior written notice of its intent to take the Licensed Premises in whole or in part. JeffCom- leffCounty_Port Townsend Tower Sublicense - Station 16 Page 9 22) Hold Harmless. Each Party shall indemnify, defend and hold the other Party, its affiliates, subsidiaries, directors, officers, employees and contractors, harmless from and against any claim, action, damages, liability, loss, cost or expense (including reasonable attorney's fees and costs), resulting from or arising out of the use, acts, omission, or occupancy of the Property, the Tower, the Licensed Premises, the Easements, or rights -of -way by the indemnifying Party and /or any of its contractors, subcontractors, agents, employees or invitees except to the extent that such injury or property damage is due to the gross negligence or willful misconduct of the indemnified Party and /or any of its contractors, subcontractors, agents, employees or invitees. 23) Title and Quiet Eniovment. Licensor warrants that it has full right, power, and authority to execute this License and holds an exclusive license to the Licensed Premises, and non - exclusive rights to the Easements free and clear of any liens or mortgages. Licensor further warrants that Licensee shall have the quiet enjoyment of the Licensed Premises pursuant to this License during the Term of this License or any Holdover Term or renewal thereof. Licensor warrants that there is no license, decree, regulation, order, easement, lien restriction, or other encumbrance that would adversely affect or prevent the use of the Licensed Premises by Licensee as set forth herein. a) Licensee has the right to obtain a title report or commitment for a title policy from a title insurance company of its choice. If, in the opinion of Licensee, such title report shows any defects of title or any liens or encumbrances, that may adversely affect Licensee's use of the Licensed Premises or Licensee's ability to obtain financing, Licensee shall provide notice to Licensor of such defect or encumbrance, and Licensor shall have sixty (60) calendar days, or any term agreed upon by the parties, to remedy the defect of title. If Licensor is unable or unwilling to correct the defects or encumbrance, Licensee shall have the right to terminate this License upon sixty (60) calendar days written notice to Licensor. b) Licensee will hold Licensor harmless from and indemnify Licensor against and from any damage, loss, expenses or liability resulting from a Hazardous Substance (as defined herein) generated, stored, disposed of or transported to, on or under the Licensed Premises attributable to Licensee's use of the Licensed Premises, including all reasonable attorneys' fees and costs incurred as a result thereof. Licensor will hold Licensee harmless from and indemnify Licensee against and from any damage, loss, expenses or liability resulting from a Hazardous Substance generated, stored, disposed of or transported to, on or under the Property attributable to Licensor's use of the Property, including all reasonable attorneys' fees and costs incurred as a result thereof. This indemnity shall survive indefinitely any expiration or termination of this License. NOTWITHSTANDING THE FOREGOING, Licensee shall have the right to have any environmental audit performed, in its sole discretion, and in the event that conditions exist that, in the opinion of Licensee, may adversely affect Licensee's use of the Licensed Premises or Licensee's ability to obtain financing, Licensee shall have the right to terminate this License upon written notice in a manner consistent with Section 26 - Notices below to Licensor. 24) Tower Compliance. Licensor represents that, to Licensor's best knowledge, without duty to investigate, that as of the Effective Date, the Tower is in compliance with all applicable Laws, and Licensor further represents that the Tower will remain in compliance with all applicable Laws, guidelines, engineering specifications, and tower marking /lighting requirements of all government agencies, including but not limited to, the Federal Aviation Administration ( "FAA ") and the Federal Communications Commission (-FCC"). 25) Miscellaneous. a) Each Party in any litigation arising hereunder shall pay its own attorneys' fees and court costs, including appeals, if any. b) Each Party agrees to furnish to the other Party, within ten (10) business days after request, such truthful estoppel information as the other may reasonably request. The Parry receiving the requested JeffCom- JeffCounry_Port Townsend Tower Sublicense - Station 16 Page 10 estoppel information may not question or dispute the quality or authorship of said estoppel information. c) This License constitutes the entire agreement and understanding of the Parties, and supersedes all offers, negotiations, inter -local agreements or amendments and other agreements between the Parties with respect to the subject matter hereof. There are no representations or understandings of any kind not set forth herein. Any amendments to this License must be in writing and executed by both Parties. d) If either Party is represented by a real estate broker, attorney or consultant in this transaction, that Party shall be fully responsible for any fee(s) due, and shall hold the other Party harmless from any claim for compensation by such other Party. e) Licensor agrees to cooperate with Licensee in executing any documents necessary to protect Licensee's rights hereunder or Licensee's use of the Licensed Premises. f) This License will be recorded with the Jefferson County Auditor at Licensee's expense. g) This License shall be construed in accordance with the laws of the State Washington. The Parties warrant and represent to each other that they have had representation by legal counsel and /or have had the opportunity to be represented by legal counsel during all stages in the negotiation of this License. The Parties further agree that they have participated in the negotiating and drafting of this License and stipulate that this License shall not be construed more favorably with respect to either Party. h) If a deed of trust, mortgage or other encumbrance affects the Licensed Premises, Licensor shall obtain for Licensee's benefit, and for the benefit of Licensee's sublicensees (if applicable), a non - disturbance and attornment agreement in a form reasonably satisfactory to Licensee or such sublicensee, and containing the terms described below (the "Non- Disturbance Agreement "). The Non - Disturbance Agreement shall recognize Licensee's and sublicensee's right to remain in occupancy of and have access to the Licensed Premises as long as Licensee is not in default of this License beyond applicable notice and cure periods. The Non - Disturbance Agreement shall include the encumbering party's agreement that, if Licensor's successor -in- interest or any purchaser of Licensor's or its successor's interest (a "Purchaser ") acquires an ownership interest in the Tower, Property or the Easements, such Purchaser will (1) honor all of the terms of this License, (2) fulfill Licensor's obligations under the License, and (3) promptly cure all of the then- existing Licensor's defaults under the License. Such Non - Disturbance Agreement must be binding on all of Purchasers. In return for such Non - Disturbance Agreement, Licensee will execute an agreement for Licensor's benefit in which Licensee (1) confirms that this License and any sublicenses are subordinate to other real property interests in favor of Licensor, (2) agrees to attorn to a Purchaser if a Purchaser becomes the owner of the Tower, Property or the Easements; and (3) agrees to accept a cure by a Purchaser of any of the Licensors defaults, provided such cure is completed within the deadline applicable to Licensor. i) "Law(s)" shall be defined as all applicable local, state and federal laws, including but not limited to, policies, rules, regulations, ordinances, directives, covenants, easements, zoning and land use regulations, restrictions of record, permits, building codes, and the requirements of any applicable fire insurance underwriter or rating bureau, now in effect or that may hereafter come into effect (including, without limitation, the Americans with Disabilities Act and laws regulating Hazardous Substances). j) If any term of this License is found to be void or invalid, such invalidity shall not affect the remaining terms of this License, which shall continue in full force and effect. k) Licensor and Licensee agree that the Licensed Premises, including without limitation, the Easements, may be shown on construction drawings prepared by a licensed engineer, at Licensee's expense for JeffCom- JeffCounTy_Port Townsend Tower Sublicense - Station 16 Page 11 Licensee's Equipment to be located within the Licensed Premises. 1) This License may be executed in duplicate counterparts, each of which shall be deemed original. m) The Parties agree that the execution of this License by one or both Parties will become valid only upon full execution of the following agreements by both Parties within forty -five (45) days of the last signature on this License. The agreements to be executed within forty-five (45) days are: i. Coyle Road Real Property License ii. Coyle Road Tower and Building Sublicense Agreement (Public Works Radio) iii. Port Hadlock License and Use Agreement for JeffCom iv. Port Hadlock Tower License n) Time is of the essence in each and every provision of this License. o) Nothing contained in this License shall be construed to create a joint venture, partnership, tenancy -in- common, joint tenancy relationship, or any other type of relationship between Licensee and Licensor. p) No officer, official, employee, representative or employee of the Licensee shall be considered an employee of the Licensor and No officer, official, employee, representative or employee of the Licensor shall be considered an employee of the Licensee. 26) Notices: All notices hereunder must be in writing and shall be deemed validly given if (i) sent by certified mail, return receipt requested, in which case the notice shall be effective three (3) business days after deposit in the U.S. Mail; or (ii) by a nationally recognized courier service that provides overnight delivery and provides verification of such delivery, or attempted delivery, in which case the notice shall be effective upon receipt or rejection of delivery, or attempted delivery, and addressed as follows (or to such alternate address as either Party may specify to the other, in writing, at least ten (10) business days prior to such notice being given): (E- mailed carbon copies of the official notice are also authorized.) To Licensor: JeffCom Attn: Executive Director 81 Elkins Road Port Hadlock, WA 98339 khattonPjcnsn us with Copy to: Joseph F. Quinn, Attorney at Law 20 Forest Glen Lane SW Lakewood, WA 98498 -5306 Office Tel.: 253 858 -3226 Cell: 253 576 -3232 firelaw0comcast net To Licensee: Jefferson County Attn: Central Services Director 1820 Jefferson St. P.O. Box 1220 Port Townsend, WA 98368 fgifford(@co.jefferscm.wa.us with Copy to: County Administrator Jefferson County Courthouse 1820 Jefferson St. P.O. Box 1220 Port Townsend, WA 98368 12morley0co jefferson.wa us JeffCom- jeffCounty-Port Townsend Tower Sublicense - Station 16 Page 12 27) Exhibits. This License is subject to the terms and conditions of the exhibits referenced below, which are attached hereto and by this reference, made a part hereof: Exhibit A Description of Licensed Premises Exhibit B Description of Easements Exhibit C Licensee's Equipment - Tower Equipment Exhibit D Prime License IN WITNESS WHEREOF, Licensor and Licensee have executed this License as of the Effective Date. Licensor: JEFFCOM by: Karl Hatton its: Executive Director Date: !a 3/ JEFFERSON COUNTY by: Date: John Austin its: County Commissioner District #3 ATT EST: Carolyn Avery, date Deputy Clerk of the Board //PPROV D AS T FORM: David Alvarez, date Chief Civil Deputy Prosecutor Licensee: JEFFERSON COUNTY by: Date: Phillip Johnson its: County Commissioner District #1 Acensee: EFFERSON COUNTY 1y: Date: David Sullivan ts: County Commissioner District #2 JeffCom- JeffCounty_Port Townsend Tower Sublicense - Station 16 Page 13 NOTARY BLOCK - JEFFCOM STATE OF WASHINGTON SS. COUNTY OF JEFFERSON 1 certify that 1 know or have satisfactory evidence that Karl Hatton is the person who appeared before me, and he acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as the Executive Director of Jeffcom, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. DATED: �4az I. `>L STATE OF WASHINGTON COUNTY OF JEFFERSON -, ". . , Notary Public in and for the Sate f Washington My appointment expires: (41 o NOTARY BLOCK - Jefferson County SS. I certify that 1 know or have satisfactory evidence that Phillip Johnson is the person who appeared before me, and he acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as County Commissioner District #1 of Jefferson County to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: Notary Seal (Signature of Notary) Notary Public in and for the State of Washington My appointment expires: JeffCom- JeffCounty_Port Townsend Tower Sublicense - Station 16 Page 14 NOTARY BLOCK - Jefferson County STATE OF WASHINGTON SS. COUNTY OF JEFFERSON 1 certify that I know or have satisfactory evidence that David Sullivan is the person who appeared before me, and he acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as County Commissioner District #2 of lefferson County, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. DATED: Notary (Signature of Notary) Notary Public in and for the State of Washington My appointment expires: NOTARY BLOCK - Jefferson County STATE OF WASHINGTON SS. COUNTY OF JEFFERSON 1 certify that 1 know or have satisfactory evidence that John Austin is the person who appeared before me, and he acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as the County Commissioner District #3 of Jefferson County to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: Notary Seal (Signature of Notary) Notary Public in and for the State of Washington My appointment expires: IeffCom- IeffCounty_Port Townsend Tower Sublicense - Station 16 Page 15 EXHIBIT A DESCRIPTION OF LICENSED PREMISES Real Property Address: 701 and 725 Harrison St Port Townsend, WA 98368 Licensed Premises: includes the area extending approximately ten feet (10') generally East to West from the eastern property line, and thirteen and two tenth's feet (13.2') generally North to South as generally shown in the drawing below, and the ice bridge extending from the tower to the existing building on the Property. (Drawing below not to scale) Fire Station Building go i o Parking i ti Parking 1 Parking NOTE_ All dlmenswns, placcmancs and oricntationsam approwima[e. Area Tower Base Ice Bridge leffCona- leffCounty_Port Townsend Tower Sublicense -Station 16 Page 16 EXHIBIT B DESCRIPTION OF EASEMENTS Licensor grants to Licensee Authorization to use the following non - exclusive Easements: Easement for ingress, egress and parking: An Easement for ingress, egress, through the existing parking lot or along the east side of the building. Licensor also grants to Licensee the use of one (1) parking space on an as- available basis. Access to the Licensed Premises shall not be blocked at any time. Utilities Easement: A non - exclusive Easement for utilities along, over, or under portions of the Property for the provisioning of utilities to and from the Licensed Premises, power meter, telecommunications vaults or panels, including the use of conduits, trenches, or overhead areas, or other locations inside or outside the Licensed Premises as is necessary in Licensee's reasonable discretion to operate, maintain, upgrade, or otherwise use the Licensed Premises. IeffCom- feffCounty_Pon Townsend Tower Sublicense - Station 16 Page 17 EXHIBIT C LICENSEE'S EQUIPMENT - TOWER EQUIPMENT Licensee's Equipment permitted upon the Tower and the associated initial annual cost for same is set forth in the table below (collectively, the "Tower Space'): Antennas •r If p' It' Dimensions u., _e Ap ,�_tt. ' Cost Heigh 1 Location LLo LMR 400 1 1 VHF Whip 16' S Leg 1/2" $3,600.00 2 1 Dual Band HAM Whip 12' NW Leg $0 3 1 Microwave Dish 2' NE Leg 72' $2,400.00 4 1 Radio for Radio 9 "x12 "x5„ S Leg Included in 6 1 Microwave LMR 600 1/2" standoff 7 above Coax LMR 600 1 1/2" 1 62 100' (from 5 1 HF Amateur Wire tower to NE Leg 41 Band building) $0 6 1 VHF Whip 4' NE Leg 62' $3,000.00 7 1 1 1 UHF Whip 1 4' S Leg 62' $3,000.00 Cablin Item / Mode Size „ ,. to If Heigh 1 1 Coax LMR 400 3/8" 62' 2 1 Coax LMR 600 1/2" 48' 3 1 Coax between antenna LMR 600 1/2" 45' to 50' items #3 & #4 4 1 Ethernet Cat 5 1/4" 45' 5 0 N/A 6 1 Coax LMR 600 1/2" 62 7 1 Coax LMR 600 1 1/2" 1 62 .: Per Section 3 - License Fee above, these amounts shall increase by 3% annually commencing on the first anniversary of the Effective Date of the License, and on each successive anniversary of the Effective Date thereafter throughout the Term and any Holdover Term (s). Section 3 rather than this Exhibit C shall control the compensation owing from Licensee to Licensor. leffCom- leffCounty- -Port Townsend Tower Sublicense -Station 16 Page IS EXHIBIT D PRIME LICENSE (See Attached) jeffCom- JeffCounTy_Port Townsend Tower Sublicense - Station 16 Page 19 584107 PGS:6 MEMO 06/02/2014 01,35 PM $77.00 KARL HATTON Jefferson County WA Auditor's Office - Donna Eldridge, Auditor ■III Mr11MIN Vq I++.hk*W'*Ak1WW 11111 FILED AT THE REQUEST OF; AFTER RECORDING, RETURN TO: JeffCom 81 Elkins Road Port Hadlock, WA 98339 DOCUMENT TITLE: MEMORANDUM OF PORT TOWNSEND REAL PROPERTY LICENSE REFERENCE #S OF DOCS ASSIGNED OR RELEASED: N/A GRANTOR: JEFFERSON COUNTY FIRE PROTECTION DISTRICT #1, d /b /a East Jefferson Fire Rescue GRANTEE: JEFFCOM ABBREV. LEGAL DESCRIPTION: Block Z, Lots 1, 3 and 5 in the Plat of Kuhn's Ranch, as recorded in Volume 2, Page 26, SE Quarter of Section 2, Township 30 North, Range 1 West, W.M., Jefferson County, WA (See Page 4 for full description) APN: 965 703 001 and 965 703 003 This Memorandum of Port Townsend Real Property License is entered into on this 22nd day of May, 2014 by and between JEFFERSON COUNTY FIRE PROTECTION DISTRICT #1, d /b /a East Jefferson Fire Rescue, with its principal offices located at 40 Seton Road, Suite A, Port Townsend, WA 98368 ( "Licensor "), and JEFFCOM, an inter -local government agency created by Jefferson County, the City of Port Townsend and Jefferson County Fire Districts 1 through 5, with an office located at 81 Elkins Road, Port Hadlock, WA 98339 ( "Licensee "). Licensor and Licensee entered into the Port Townsend Real Property License with the Effective Date of the 22nd day of May, 2014 ( "License "), for the purpose of installing, operating and maintaining a radio communications facility and other improvements on a portion of Licensor's Property ("Licensed Premises "). All of the foregoing is set forth in the License. The License has a Term of Fifty (50) years commencing on the Effective Date and ending on the last day of the Term, unless held over by Licensee on an annual basis thereafter. Licensors Property is legally described in Exhibit attached hereto. The Licensed Premises Address is: 701 Harrison Street, Port Townsend, WA 98368, and is further described and depicted in Exhibit B attached hereto. The Easements are described in Exhibit B -1 attached hereto. This Memorandum of Port Townsend Real Property License is for recording purposes only and is not binding, nor does it reflect the terms and conditions of the License. All defined terms used herein have the same meaning as defined in the License. The duplicate and original copies of the License are held at the Licensor's and Licensee's addresses set forth above. This Memorandum of Port Townsend Real Property License may be executed in duplicate counterparts, each of which shall be deemed an original. IN WITNESS WHEREOF, the Parties have executed this Memorandum of Port Townsend Real Property License as of the day and year first above written. Licensor: JEFFERSON COUNTY FIRE PROTECTION DISTRICT #1, d /b /a a Jeff rs Fire Rescue b Date: 4 �Z Licensee: JEFFCOM by: Date: Karl Hatton its: Fire Cbief v I its: Executive Director NOTARY BLOCK - EJFR STATE OF WASHINGTON SS. COUNTY OF JEFFERSON I certify that I know or have satisfactory evidence that Gordon Pomeroy is the person who appeared before me, and he acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument, and acknowledged it as Fire Chief of Jefferson County Fire Protection District AL d /b /a East Jefferson Fire Rescue to be the free and voluntary act of such Party for the uses and purposes mentioned in the instrument Dated: Notary Notary Public State of Washington LONIBETH M. HARBISON My COMM1S6iON EXPIRES June 27, 2015 STATE OF WASHINGTON COUNTY OF JEFFERSON 0'*7u, l l 6 4a,1 a &I�n (Signdture of Notary) Notary Public in and for the State of Washington My appointment expires: -J14-1}C -R--7A ")1.15 NOTARY BLOCK- JeffCom SS. I certify that I know or have satisfactory evidence that Karl Hatton is the person who appeared before me, and he acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument, and acknowledged it as the Executive Director of JeffCom to be the free and voluntary act of such Party for the uses and purposes mentioned in the instrument. DATED: Notary Public State of Washington LONIBETH M. HARBISON MY COMMISSION EXPIRES June 27, 2015 (Signat a of Notary) Notary Public in and for the State of Washington My appointment expires: z7� D- 0 / t EXHIBIT A LEGAL DESCRIPTION OF LICENSOR'S PROPERTY Licensor's Property is described as Block Z, Lots 1, 3 and 5 in the plat of Kuhn's Ranch as recorded in Volume 2, Page 26, within the southeast quarter of Section 2, Township 30 North, Range 1 West, W. M., records of Jefferson County, Washington, Jefferson County Assessor Tax Parcel Nos. 965- 703 -001 and 965- 703 -003. Licensor's Property is depicted in the survey recorded in Jefferson County under Auditor's File Number 472770. Note: The drawing below is not to scale. FAAPP fOW61L I I I I I �ortl, I I I I I EXHIBIT B LICENSED PREMISES v bA 7 � L Q � m EXHIBIT B -1 EASEMENTS Licensor grants to Licensee the following Easements: Easement for ingress, egress and parking: An Easement for ingress, egress, through the existing parking lot or along the east side of the building. Licensor also grants to Licensee the use of one (1) parking space on an as- available basis. Access to the Licensed Premises shall not be blocked at any time. Utilities Easement: A non - exclusive Easement for utilities along, over, or under portions of the Property for the provisioning of utilities to and from the Licensed Premises, power meter, telecommunications vaults or panels, including the use of conduits, trenches, or overhead areas, or other locations inside or outside the Licensed Premises as is necessary in Licensee's reasonable discretion to operate, maintain, upgrade, or otherwise use the Licensed Premises. 584107 PGS:6 MEMO 06/0212014 01:35 PM $77.00 KARL HATTON Jefferson County WA Auditor's Office - Donna Eldridge, Auditor 0111 NF-MIN &N14WwMY'VAWWW 11111 FILED AT THE REQUEST OF; AFTER RECORDING, RETURN TO: JeffCom 81 Elkins Road Port Hadlock, WA 98339 DOCUMENT TITLE: MEMORANDUM OF PORT TOWNSEND REAL PROPERTY LICENSE REFERENCE #S OF DOCS ASSIGNED OR RELEASED: N/A GRANTOR: JEFFERSON COUNTY FIRE PROTECTION DISTRICT #1, d /b /a East Jefferson Fire Rescue GRANTEE: JEFFCOM ABBREV. LEGAL DESCRIPTION: Block Z, Lots 1, 3 and 5 in the Plat of Kuhn's Ranch, as recorded in Volume 2, Page 26, SE Quarter of Section 2, Township 30 North, Range 1 West, W.M., Jefferson County, WA (See Page 4 for full description) APN: 965 703 001 and 965 703 003 This Memorandum of Port Townsend Real Property License is entered into on this 22nd day of May, 2014 by and between JEFFERSON COUNTY FIRE PROTECTION DISTRICT #1, d /b /a East Jefferson Fire Rescue, with its principal offices located at 40 Seton Road, Suite A, Port Townsend, WA 98368 ( "Licensor'), and JEFFCOM, an inter -local government agency created by Jefferson County, the City of Port Townsend and Jefferson County Fire Districts 1 through 5, with an office located at 81 Elkins Road, Port Hadlock, WA 98339 ( "Licensee'). Licensor and Licensee entered into the Port Townsend Real Property License with the Effective Date of the 22nd day of May, 2014 ( "License "), for the purpose of installing, operating and maintaining a radio communications facility and other improvements on a portion of Licensor's Property ( "Licensed Premises "). All of the foregoing is set forth in the License. The License has a Term of Fifty (50) years commencing on the Effective Date and ending on the last day of the Term, unless held over by Licensee on an annual basis thereafter. Licensor's Property is legally described in Exhibit A attached hereto. The Licensed Premises Address is: 701 Harrison Street, Port Townsend, WA 98368, and is further described and depicted in Exhibit B attached hereto. The Easements are described in Exhibit B -1 attached hereto. This Memorandum of Port Townsend Real Property License is for recording purposes only and is not binding, nor does it reflect the terms and conditions of the License. All defined terms used herein have the same meaning as defined in the License. The duplicate and original copies of the License are held at the Licensor's and Licensee's addresses set forth above. This Memorandum of Port Townsend Real Property License may be executed in duplicate counterparts, each of which shall be deemed an original. IN WITNESS WHEREOF, the Parties have executed this Memorandum of Port Townsend Real Property License as of the day and year first above written. Licensor: JEFFERSON COUNTY FIRE PROTECTION DISTRICT #1, d /b /a a Jeff s Fire Rescue b Date: `(Z Licensee: JEFFCOM by: Date: Karl Hatton its: Fire Chief V its: Executive Director NOTARY BLOCK - EJFR STATE OF WASHINGTON SS. COUNTY OF JEFFERSON I certify that I know or have satisfactory evidence that Gordon Pomeroy is the person who appeared before me, and he acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument, and acknowledged it as Fire Chief of Jefferson County Fire Protection District #1 d!b /a Fast lefferson Fire Rescue to be the free and voluntary act of such Party for the uses and purposes mentioned in the instrument. Dated: �/ 2 zoi •t Notary Seal Notary Public State of Washington LONIBETH W HARBISON My COMMISSION EXPIRES June 27, 2018 STATE OF WASHINGTON COUNTY OF JEFFERSON Z",&6 (Sig Lure of Notary) Notary Public in and for the State of Washington My appointment expires: �GLIZE 3-70 201 NOTARY BLOCK - JeffCom SS. I certify that I know or have satisfactory evidence that Karl Hatton is the person who appeared before me, and he acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument, and acknowledged it as the Executive Director of leffCom, to be the free and voluntary act of such Party for the uses and purposes mentioned in the instrument. DATED: (4/2 12-6 )q Notary Public State of vashiugton LONiBETH M. HARBISON MY COMMISSION EXPIRES June 27, 2015 (Signayre of Notary) Notary Public in and for the State of Washington My appointment expires: 40Y2t -E-'7, AO/t) EXHIBIT A LEGAL DESCRIPTION OF LICENSOR'S PROPERTY Licensor's Property is described as Block Z, Lots 1, 3 and 5 in the plat of Kuhn's Ranch as recorded in Volume 2, Page 26, within the southeast quarter of Section 2, Township 30 North, Range 1 West, W. M., records of Jefferson County, Washington, Jefferson County Assessor Tax Parcel Nos. 965- 703 -001 and 965-703 -003. Licensor's Property is depicted in the survey recorded in Jefferson County under Auditor's File Number 472770. Note: The drawing below is not to scale. DoT - -� Paw60- EXHIBIT B LICENSED PREMISES 7 c;m v�V)� d�mu �G de C C 3C .Y L L fp t9 a a t0 C t0 it EXHIBIT B -1 EASEMENTS Licensor grants to Licensee the following Easements: Easement for ingress, egress and parking: An Easement for ingress, egress, through the existing parking lot or along the east side of the building. Licensor also grants to Licensee the use of one (1) parking space on an as- available basis. Access to the Licensed Premises shall not be blocked at any time. Utilities Easement: A non- exclusive Easement for utilities along, over, or under portions of the Property for the provisioning of utilities to and from the Licensed Premises, power meter, telecommunications vaults or panels, including the use of conduits, trenches, or overhead areas, or other locations inside or outside the Licensed Premises as is necessary in Licensee's reasonable discretion to operate, maintain, upgrade, or otherwise use the Licensed Premises.