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HomeMy WebLinkAboutJeffCom - Port Hadlock Tower License - 112414r ( -'�t$fj OD-3 Port Hadlock Tower License Between Jefferson County And JeffCom Jefferson County- JeffCom Port Hadlock Tower License Page 1 of 23 PORT HADLOCK TOWER LICENSE This Port Hadlock Tower License (hereinafter "License ") is made this Xtday of .'W VG03aL-- 2014 ( "Effective Date'), by and between 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 "Licensor "), and 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 "Licensee "). The Licensor and Licensee are at times referred to as Parties or Party, collectively or individually. WHEREAS, Licensor owns that certain real property located at 202 Elkins Road, Port Hadlock, WA, upon which Licensor owns and operates certain equipment and attachments including, but not limited to, an existing communications tower, fences, utilities, antennae, and a building and parking area commonly known as the Emergency Operations Center with a street address of 81 Elkins Road, Port Hadlock, Washington ( "Building "), along with ancillary equipment, attachments and improvements thereto; and WHEREAS, Licensee provides emergency communications and dispatch services, a critical public safety service for Jefferson County citizens and visitors; and WHEREAS, under the "Port Hadlock License and Use Agreement" of even date herewith, Licensee operates its primary Public Safety Answering Point within the Building located at 81 Elkins Road, Port Hadlock, Washington; and WHEREAS, Licensor desires to license to Licensee, and Licensee desires to license from Licensor, certain space on the Property for the installation and operations of Licensee's equipment as permitted herein. 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 "Building" means that structure having a street address of 81 Elkins Road, Port Hadlock, WA, said building containing the Emergency Operations Center. "Hazardous Substance" shall for this License have the same definition as found in WAC 173 - 340 -200 as such definition may be updated or modified from time to time. "Licensed Premises" shall mean certain space upon or within structures located upon the Property for the installation, operation and maintenance of Licensee's emergency communications and dispatch equipment, specifically; space A) on the Tower as generally described on Exhibit B -1 - Licensee's Equipment - Tower ( "Tower Space ") and B) within the Building as described on Exhibit B -2 - Licensee Equipment - Building, as such space may be modified or relocated from time to time as specified herein ( "Building Space "); and C) other non - exclusive rights and privileges ancillary to the license of such space and operations of Licensee's emergency communications and dispatch equipment within and upon the Licensed Premises. "Property" shall mean 202 Elkins Road, Port Hadlock, WA, being that part of Assessors Parcel No. 901 -111- 109 lying north of Elkins Road, being more specifically depicted and described on Exhibit A -1 - Description of Property. Jefferson County- JeffCom Port Had] ock Tower License Page 2 of 23 "Tower" shall mean the existing communications tower owned by the Licensor at the Property depicted on Exhibit A -2 - Site Plan, including any subsequent remodeled, renovated, replaced or repaired communications tower at the Property. Section 2: Tower License 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 "Port Hadlock License and Use Agreement" (the "Office Agreement" Jln the event of a conflict between the Office Agreement and this License, this License shall prevail. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR THEREIN it is the express understanding of the Parties that the respective License Fee provisions in this License and in the Office Agreement shall both remain effective until the expiration or termination of each respective agreement. Further, no breach or default of any term contained in the Office Agreement may be construed as a breach or default of this License. 2) Term. 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 Party may terminate this License by delivering to the other Party 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 (2nd) 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 from the Licensed Premises by Licensee shall result in a reduction of the License Fee by the amount shown on Exhibit B -1, 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 modifications to Licensee's Equipment. Any Jefferson County— leffCom Port Hadlock Tower License Page 3 of 23 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 reduction or 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 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) Payment Address and Method of Payment. License Fee and any Additional Payment(s) are to be clearly identified as "Port Hadlock Tower License Paymentfs)" and mailed to: County Administrator Jefferson County Courthouse 1820 Jefferson Street PO Box 1220 Port Townsend, WA 98368 Licensor may change the payee and payee address by providing sixty (60) days' prior written notice to Licensee. 6) Use of Licensed Premises, Subject to the terms and conditions of this License, Licensee use of the Licensed Premises shall be as follows: a) Use of Licensed Premises. Licensee shall use the Licensed Premises for constructing, installing, maintaining, repairing 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 B -1 - Licensee's Equipment - Tower, and Licensee's equipment located in the Building Space is described on Exhibit B -2 - Licensee Equipment - Building (collectively, "Licensee's Equipment "). Licensee may replace or modify its equipment upon the Tower at any time so long as the replacements to Licensee's Equipment are like- for -like, and on the same location within the Tower Space or as otherwise approved in advance and in writing by the Licensor. Licensee shall be permitted to transmit at its full FCC - licensed power, subject to the provisions of Section 14 below. Licensee, at its sole discretion, may replace or modify its equipment within the Building Space at any time so long as the replacements or modifications are contained within Licensee's exclusively licensed Building Space consistent with Section 7 Electrical Power. Licensee may, without obligation, and with the prior written consent of Licensor, which shall not be unreasonably delayed, withheld, or Jefferson County- JeffCom Port Hadlock Tower License Page 4 of 23 conditioned, install a cabinet up to one hundred fifty (150) square feet in size at the base of the Tower, in a location mutually acceptable to the Parties, and in accordance with Section 6(d) below, in which Licensee may store, operate, upgrade, and maintain communications equipment. i. For so long as the Office Agreement is in effect, the Office Agreement shall control Licensee's use of the Building Space. ii. Upon termination of the Office Agreement and for the remaining term of this License, Licensee shall have the continued exclusive use of the space identified on Exhibit A -3 - Building Space Diagram as A117- Equipment /Storage Room, or an alternate location pursuant to Section 6(e); except that Licensor's existing computer network trunk lines, switches and associated racks that are located within the A117- Equipment /Storage Room will continue to be owned, maintained, upgraded and accessed at any time by Licensor, and shall occupy no more than 10 square feet of A117. iii. Licensee shall also have the non - exclusive right to continued use, for electrical, telephonic, or network connectivity purposes only, of communications rooms currently in use by Licensee at the time this License is executed, including, without limitation, the space shown on Exhibit A -3 Building Space Diagram as A120- Electrical /Telephone, as such space may be relocated or modified from time to time. b) Access and Utilities. Licensee shall have non - exclusive rights for access routes and utility placement including, but not limited to, conduits, raceways, and tunnels upon the Licensed Premises connecting the Tower Space and Building Space ('Access and Utilities'), as described on Exhibit B -3 - Access and Utilities. 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 Property or 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 Property or Licensed Premises. All work performed by or for Licensee within the Property or 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 Property or Licensed Premises. 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 Property or Licensed Premises with respect to the permitted use thereof by Licensee, and (ii) Licensee's nonexclusive use of the Access and Utilities described on Exhibit B -3 - Access and Utilities 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 an alternate 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 Property or Licensed Premises by Licensor, provided that: (i) any such relocation does not materially impact Licensee's use of the Licensed Premises, (ii) any relocation of the Licensed Premises shall contain Jefferson County- leffCom Port Hadlock Tower License Page 5 of 23 substantially similar space as the current location being relocated, and such space shall be contained in one location, (iii) Licensee's access to the alternate location is substantially similar to the current location, and (iv) any such relocation shall not materially impair the quality of Licensee's communications service or operations at the Licensed Premises. Any relocation of the Licensee's Equipment to an alternate location shall be documented by an amendment to this License. 7) Electrical Power. During the term of this License, Licensee shall have access to Licensor's electrical circuits for provision of power to Licensee's Equipment, at no charge to Licensee beyond that as may be part of the Office Agreement, provided that Licensee's power usage is not greater than its usage for radio and tower equipment at the time this License is executed. At all times the primary electrical service to the Property or Licensed Premises will be in Licensors name and provided solely by Licensor ( "Electrical Power'). a) Licensee shall not have the right to install its own Temporary Power device upon the Property or Licensed Premises, without the prior consent of Licensor, which may be withheld, conditioned or denied at Licensor's sole discretion. "Temporary Power" is defined as a portable power generating unit inclusive of a self- contained fuel supply that complies with all applicable Laws. The Parties agree that Licensor shall not be liable in any way for any loss, claim, or damages resulting from the failure of power or for the failure of Licensors Temporary Power at the Property or the Licensed Premises. NOTWITHSTANDING THE FOREGOING, in the event of an interruption in Electrical Power to the Licensed Premises that is caused by or attributable to the negligence or intentional misconduct of Licensor, and such interruption continues for a period of fifteen (15) consecutive calendar days or longer and renders a substantial portion of the Licensed Premises unusable for operation of Licensee's Equipment, such loss of Electrical Power shall constitute a Breach by Licensor under this License and shall be subject to such remedies as are afforded herein. 8) Assignment and Subletting. a) Licensee may assign this License to Licensee's principal, a subsidiary of its principal, or to any entity that acquires all or substantially all of Licensee's 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 to conduct emergency communications and dispatch services, and other uses incidental thereto. Licensor may assign its interest in the Licensed Premises and this License as described above upon written notice to Licensee, provided that such assignee assumes all of Licensor's obligations hereunder. Licensee shall not assign this License to any for - profit entity. b) Except as specified in Section 8(a), this License may not be assigned or transferred by Licensee to any other party 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 8(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. 9) 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 Jefferson County— JeffCom Port Hadlock Tower License Page 6 of 23 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. 10) 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 or within the Licensed Premises, will 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 non - exclusive rights for Access and Utilities 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 Property. 11) Successors and Assigns. This License shall run with the Property. This License shall be binding upon and inure to the benefit of the Parties, their respective successors, personal representatives and assigns, and sublicensee(s). 12) Subordination. This License is and shall be subordinate to all mortgages which may now or hereafter be secured upon the Property or the Licensed Premises and to any and all renewals, modifications, consolidations, replacements and extensions thereof. 13) 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 upon or within 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. 14) Interferenc . The Parties agree that Licensor, and /or any of Licensor's current or future tenants on either the Property or 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 or within the Licensed Premises 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 or within the Property. 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. 15) 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. 16) 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 27 below. The occurrence of any one or more of the following events by either Party constitutes a "Breach" of this License: Jefferson County- leffCom Port Hadlock Tower License Page 7 of 23 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 License. 17) Remedies in the Event of a Breach. After written notice of a Breach is deemed validly given, as set forth within Section 27 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. 18) D fau11. 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) Licensoe'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 Jefferson County- JeffCo n Port Hadlock Tower License Page 8 of 23 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 real property interest encumbering the Property. Upon doing so, Licensee shall be subrogated to any and all rights, titles, liens and equities of the holders of such mortgage or other real Licensed Premises interest. 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. f) 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. 19) Removal of Communications Facflfty 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 Property. 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 Licensor's 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 is restored as provided herein. Any partial months shall be prorated. 20) Insurance. Unless otherwise mutually agreed to by the Parties: Licensee and its sublicensee(s) shall provide and carry the following insurance or equivalent thereto: Jefferson County— leffCom Port Hadlock Tower License Page 9 of 23 a) Licensee shall carry liability and property financial protection insurance covering its use of the Licensed Premises. Licensee may satisfy this requirement through the Washington Cities Insurance Authority, a self- insured municipal risk pool. 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 ( "COI ") prior to any work by Licensee at the Licensed Premises covering Licensee's Use of the Licensed Premises as allowed by Section 6. Prior to commencing any testing, installation, repair or maintenance work on the Licensed Premises, 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) business day period shall be deemed approved 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 Washington Cities Insurance Authority or "WCIA." Licensee confirms here that the self- insurance liability policy provided to it by the WCIA 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 Counties Risk Pool 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. 21) Destruction of Licensed Premises. If the Licensed Premises are destroyed or damaged so as, in Licensee's reasonable judgment, to hinder the effective use of 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. 22) Condemnation. If a condemning authority provides notice that it intends to take all of the Licensed Jefferson County- JeffCom Port Had] ock Tower License Page 10 of 23 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 (i) 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. 23) 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 or Licensed Premises, 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. 24) Title and Quiet Enjoyment. Licensor warrants that it has full right, power, and authority to execute this License and has good and unencumbered fee simple title or exclusive rights (not including those rights granted to Licensee by this License) to the Property, Building and Tower free and clear of any liens or mortgages or other restrictions. 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 27 below to Licensor. 25) Tower Compliance. Licensor represents that, to Licenser'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 Jefferson County— JeffCom Port Hadlock Tower License Page 11 of 23 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"). 26) 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 Party receiving the requested 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. I) 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 Parry. h) If a deed of trust, mortgage or other encumbrance affects the Property, 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 Licensed Premises, 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 sublicensee 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 Licensed Premises; and (3) agrees to accept a cure by a Purchaser of any of the Licensor's defaults, provided such cure is completed within the deadline applicable to Licensor. Jefferson County- JeffCom Port Hadlock Tower License Page 12 of 23 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 Access and Utilities, may be shown on construction drawings prepared by a licensed engineer, at Licensee's expense for Licensee's Equipment to be located within or upon 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 Townsend Tower Sublicense - Station 16 iv. Port Hadlock License and Use Agreement for JeffCom 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. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] Jefferson County- JeffCom Port Hadlock Tower License Pagel 3 of 23 27) 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: Jefferson County Attn: Central Services Director 1820 Jefferson Street P.O. Box 1220 Port Townsend, WA 98368 fgiffordiiWco iefferson wa us with Copy to: County Administrator Jefferson County Courthouse 1820 Jefferson Street PO Box 1220 Port Townsend, WA 98368 pmorley@co iefferson wa.us To Licensee: JeffCom Attn: Executive Director 81 Elkins Road Port Hadlock, WA 98339 khatton(@ cpsn 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: 2S3 576 -3232 firelawftcomcast.net 28) Exhibits and Attachments. This License is subject to the terms and conditions of the exhibits and attachments referenced below, which are attached hereto and by this reference, made a part hereof: Exhibit A -1 Exhibit A -2 Exhibit A -3 Exhibit B -1 Exhibit B -2 Exhibit B -3 Description of Property Site Plan Building Space Diagram Licensee's Equipment - Tower Licensee's Equipment - Building Access and Utilities [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] Jefferson County- JeffCom Port Hadlock Tower License Page 14 of 23 IN WITNESS WHEREOF, Licensor and Licensee have executed this License as of the Effective Date. Licensor: JEFFERSON COUNTY by: Ph l its Coun(y Commissioner District #1 LrI.GJ V r . JEFFERSON CO TY by: //,- / ate: �l David Sulivan its: County Commissioner District #2 ATTEST: s rolyn Av4y, ate Deputy Clerk of the Board A PROVE AS TR FORM: a z, 11 I �P David Alvarez, dat Chief Civil Deputy Prose or Licensee: JEFFCOM, bv: ✓ Karl Hatton its: Executive Director Date: JEFFERSON CO �,-� by: ^ �Y /"'"Date: 1l Z 14 n Austin ts: [NOTARY ACKNOWLEDGMENTS APPEAR ON FOLLOWING PAGES] Jefferson County- JeffCom Part Hadlock Tower License Pagel 5 of 23 NOTARY BLOCK - Jefferson County STATE OF WASHINGTON SS. COUNTY OF JEFFERSON I certify that I know or have satisfactory evidence thiJI.ePhillJp fohnson is the person who appeared before me, and he acknowledged that he signed this instrument,.gn oath stated that he was authorized to execute the instrument and acknowledged it as County Commissioner District #1 of Jefferson Counri, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument Dated: 1 7 ' 7 a`� GPpt011ryN t 4k/ r=�MOh AA yr r� ` ?Vp �OTgA ,c (Signature of otary) to tgyJp,10 S Notary Public in and for the Sta of ashington 0d` �� �,= My appointment expires: i _ate NOTARY BLOCK - Jefferson County STATE OF WASHINGTON SS. COUNTY OF JEFFERSON I 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 Jefferson County to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. DATED: �f NN Notary Seal �` �xt4 / 1p't'yj (Signature of tary) T4 A �s 0A't2GtyM iii 'OVSLt0 Notary Public in and for the Sta a of ington 2 S My appointment expires: 3 2 9�(� ash Jefferson County- jeffCom Port Hadlock Tower License Page 16 of 23 NOTARY BLOCK - Jefferson County STATE OF WASHINGTON SS. COUNTY OF JEFFERSON I 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 County Commissioner District #3 of Jefferson County to be the free and voluntary a t of su h party for the uses and purposes mentioned in the instrument. Dated: �� ✓' y�J.=g.1Y STATE OF WASHINGTON COUNTY OF JEFFERSON ro (Signature of gota ry)p�j Notary Public in and for the Sta e of W sh' gton My appointment expires: NOTARY BLOCK - JeffCom SS. I 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 lgffCo , to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. DATED ri j t 1U NI+� Notary Public in and for the St to of Wa hington My appointment expires: Jefferson County- JeffCom Port Padlock Tower License Page 17 of 23 EXHIBIT A -1 DESCRIPTION OF PROPERTY The legal description for the Property where the Licensed Premises are situated is: S11 T29N R1W: NWNE(EOFCORD18) &S ' kNE(EOFCORD18) SUBJ /EASE #502522 EXCEPTING THEREFROM: ANY PORTION THEREOF LYING SOUTHERLY OF OR EASTERLY OF ELKINS ROAD. ALSO, LESS ANY PORTION OF THE PARCEL IDENTIFIED IN VOLUME 84 PAGE 396 DATED MAY 10, 1921 RECORDS OF JEFFERSON COUNTY AUDITOR'S OFFICE, (SAID PARCEL BEING KNOWN AS TAX 12). The Licensed Premises is a portion of a parcel with the Jefferson County APN of 901111009 The street address of the Property is 202 Elkins Road, Port Hadlock, WA. The Property is further shown in the drawing below: (not to scale) r� 4 gp,tttyq BDtt,]OY ` 9Df 4t 101D / f WI „44N. ;I(F90t,,;616 - ppn„Oa Df1IN,D.1 9pt�i�i �"9869000a fflYgll i r DDSGCDOQ J a,..mos /j 202 EW RWd mtttmro / Pad HOOC , WA 98M ! i eottemos ( \ ao„+,aro Jefferson County- JeffCom Port Hadlock Tower License Page 18 of 23 Y C N 2i EXHIBIT A -2 SITE PLAN A� a R n.' we 1. ai R Fri ,t, r i aY ` J, / - stuff oaw+ Jefferson County— JeffCom Port Hadlock Tower License Page 19 of 23 EXHIBIT A•3 BUILDING SPACE DIAGRAM Jefferson County- JeffCom Port Hadlock Tower License Page 20 of 23 e I ? Y t. a .. aell .0 I, r r P' p Y+rvxasm. »+,e - Jefferson County- JeffCom Port Hadlock Tower License Page 20 of 23 EXHIBIT B -1 LICENSEE'S EQUIPMENT - TOWER Licensee's Equipment licensed and permitted upon the Tower and the associated initial annual cost for same is set forth in the table below (collectively, the "Tower Space'j: Antennas Cabline Item DAY-. , Approximat Cost I Item QV-. 1 ,• Dimension Moon Approximate 2 1 Heliax ,• 120' 3 1 MdUVI MountLeve 3" 1 1 VHF Whip 10' N Leg 90' $1,034.48 2 1 VHF Whip 10' N Leg 120' $1,034.48 3 1 Microwave Dish Microwave 6' NW Face 149' $3,310.34 4 1 VHF Whip 20' N Leg 152' $2,068.97 5 1 UHF Whip 10' SE Leg 152' $2,068.97 6 1 Microwave Dish Microwave 4' N Leg 100' $2,482.76 1 Radio for Radio 9 "x12 "x5" N Leg 100' Included in 7 I Microwave above Cabline Item DAY-. , Approximat Heigh 1 1 Heliax 7/8" mmmmm 90' 2 1 Heliax 7/8" 120' 3 1 Waveguide 3" 149' 4 1 Heliax 7/8" 152' 5 1 Heliax 7/8" 152 Coax between 6 1 antenna items 1/2" 45' to 50' #6&#7 7 1 LMR400 3/8" 100 ** Per Section 3 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 shall control the compensation owing from Licensee to Licensor. Jefferson County- JeffCom Port Hadlock Tower License Page 21 of 23 EXHIBIT B -2 LICENSEE EQUIPMENT - BUILDING Licensee's Building Space shall be as follows: 1. Exclusive Building Space: Except as otherwise specified in Section 6(a), during the term of this License, Licensee shall have the exclusive use of the space identified on Exhibit A -3 - Building Space Diagram as A117- Equipment /Storage Room, or an alternate location pursuant to Section 6(e); except that Licensor's existing computer network trunk lines, switches and associated racks that are located within the A117- Equipment /Storage Room will continue to be owned, maintained, upgraded and accessed at any time by Licensor, and shall occupy no more than 10 square feet of A117. 2. Non- exclusive Building Space: Licensee shall also have the non - exclusive right to continued use for electrical, telephonic, or network connectivity purposes only, of any communications rooms currently in use by Licensee at the time this License is executed, including, without limitation, the space shown on Exhibit A -3 Building Space Diagram as A120- Electrical /Telephone, as such space may be relocated or modified from time to time. Jefferson County— IeffCom Port Hadlock Tower License Page 22 of 23 EXHIBIT B -3 ACCESS AND UTILITIES During the term of this License, Licensee shall have non - exclusive rights to all common access routes and utility placement located at, on, under, over, or around the Property, including, without further limitation: 1. Continuous use of all existing or replacement conduits, raceways, and tunnels upon the Property connecting the Tower Space and Building Space as used by Licensee at the time this License is executed; and the use of additional conduits, raceways and tunnels as may be granted in the future by the Licensor at its sole discretion in writing and subject to conditions by the Licensor; and 2. Access to the Licensed Premises twenty four (24) hours a day, seven (7) days a week. Such non - exclusive temporary parking as may be needed for cars, trucks, or heavy machinery to maintain or modify Licensee's antennas or Licensee's Equipment located at the Licensed Premises or Property; and 3. Utility placements necessary to operate Licensee's Equipment that are not specified or specific and are understood by the Parties to be generally from Elkins Road utilizing existing utility alignments, or future rights granted by the Licensor to any utility provider, public or private. All future utility placements are subject to prior written approval and conditions by the Licensor, which approval shall not be unreasonably withheld, conditioned or delayed. Jefferson County- leffCom Port Hadlock Tower License Page 23 of 23 JEFFERSON 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 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; $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 l/' 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. f 04 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 $ 1500 Plus $1 sale $ 12,000 $ 3,500 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 ice/ y- . LVA rim Date y , CONTRACT REVIEW FORM Ko ,X14 CONTRACT WITH: Jefferson County and JeffCom CONTRACT FOR: Port Hadlock Tower License Agreement TERM: COUNTY DEPARTMENT: For More Information Contact: Contact Phone #: RETURN TO: RETURN BY: AMOUNT: Revenue: Expenditure: Matching Funds Required: Sources(s) of Matching Funds ki Comments Step 1: REVIEW BY Review by: Date Reviewed: APPROVED FORM Step 2: REVIEW BT ] Review by: t� Date Reviewed: APPROVED AS TO FORM JEFFERSON COON PROCESS: Exempt from Bid Process Consultant Selection Process Cooperative Purchase Competitive Sealed Bid Small Works Roster Vendor List Bid RFP or RFQ Other Returned for revision (See Comments) -1M - Returned for revision (See Comments) Step 3: (If required) DEPARTMENT MAKES REVISIONS & RESUBMITS TO RISK MANAGEMENT AND PROSECUTING ATTORNEY Step 4: CONTRACTOR/CONSULTANT SIGNS APPROPRIATE NUMBER OF ORIGINALS Step 5: SUBMIT TO BOCC FOR APPROVAL Submit originals and 6 copies of Contract, Review Form, and Agenda Bill to BOCC Office. Place "Sign Here" markers on all places the BOCC needs to sign. MUST be in BOCC Office by 4 p.m. TUESDAY for the following Monday's agenda. (This form to stay with contract throughout the contract review process.)