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JeffCom - Coyle Road Real Property License - 112414
J tin ,tl Coyle Road Real Property License Between Jefferson County And jeffCom JeffCom- Jefferson County Coyle Road Real Property License Page 1 of 32 C Coyle Road Real Property License This Coyle Road Real Property License (hereinafter "License ") is made this day of NelnbQi- 2014 (Effective Date), by and between JEFFERSON COUNTY, a municipal corporation, with an office located 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 herein collectively as the "Parties" or individually as a "Party." WHEREAS, Licensor owns certain real property located in a Right of Way in Jefferson County, Washington ('Right of Way Property"), and has rights to an easement over an adjacent parcel of real property, pursuant to a Grant of Easement made by and between Licensor and Vettleson (defined below), upon which Licensor owns and operates certain equipment and attachments including, but not limited to, an existing tower, fences, utilities and other equipment, attachments and improvements that are currently situated on the Licensed Premises ('Transferred Equipment and Attachments"), all as identified on Attachment A - Transferred Equipment and Attachments; Licensor Equipment, attached hereto and incorporated herein; and WHEREAS, on July 20, 2009, Licensor and Wayne E. Vettleson and Pamela J. Vettleson ( "Vettleson ") entered into a "Grant of Easement" for property abutting the Right of Way Property, which easement was recorded on August 3, 2009, in the records of Jefferson County, Washington, under Auditor's File No 545503 ( "Vettleson Grant of Easement "), the subject real property of which is a portion of Assessor's Parcel Number ( "APN ") 601023007 ( "Vettleson Property"), all as described in Attachment B - Vettleson Grant of Easement, attached hereto and incorporated herein; and WHEREAS, the Right of Way Property and the Vettleson Property are hereinafter collectively referred to as " Licensor's Real Property" as described in Attachment C -1 - Legal Description of Licensor's Real Property, and depicted in Attachment C -2, Coyle Communications Facility: Licensor's Real Property, Prepared 2014, attached hereto and incorporated herein; and WHEREAS, Pursuant to that certain "Short Form Contract" dated on or about March 2, 1993, ( "NWREMS Contract ") a copy of which is attached hereto as Attachment D - NWREMS Contract, Licensor caused to be constructed a communications tower ( "Tower ") located on Licensor's Real Property. Licensor was the recipient of grant money to fund the NWREMS Contract to purchase the Transferred Equipment and Attachments of which the Tower is a part; and, WHEREAS, Licensor desires to transfer to Licensee all rights, responsibilities and liabilities in and to the Transferred Equipment and Attachments, and Licensee desires to assume all rights, responsibilities and liabilities in and to the Transferred Equipment and Attachments from the Effective Date forward, and through this License the Parties intend to consummate such transfer; and WHEREAS, Licensor desires to license to Licensee, and Licensee desires to license from Licensor a portion of Licensor's Real Property for the installation, operation and maintenance of a communications facility, along with other rights and privileges ancillary to the license of such space and operation of Licensee's Equipment located upon the Licensed Premises; and WHEREAS, Licensee intends to sublicense or assign portions of the Licensed Premises and to convey a portion of the rights of the Licensee, within this License, to its sublicensee(s) or assignees, but such agreement shall not alter or remove the publically owned status of the Tower located on Licensor's real property. WHEREAS, Jefferson County Department of Public Works through Licensor owns and operates certain radio equipment, attachments and an antenna ( "Licensor Equipment"), as set forth on Attachment A, situated JeffCom- Jefferson County Coyle Road Real Property License Page 2 of 32 J 4 within the Licensed Premises, the installation, operation and maintenance of which will be subject to a separate sublicense agreement between the Parties, of even date herewith. 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 License by this reference and hereby agree to be bound to the following terms and conditions: Section 1: Definitions: "Communications Facility Area" is defined as the area reflected on Attachment C -2 to this License, more particularly described as containing some 937.58 square feet and bounded by 8' high woven wire security fencing. "Easement" is defined as the Vettleson Easement. "Hazardous Substance" shall for this License have the same definition as found in WAC 173 -340- 200. "Legal Description of Licensor's Real Property" is found at Attachment C -1 to this License. "Licensed Premises A" is defined as the area described on Attachment E and depicted on Attachment C -2 to this License, more particularly described to include the "Communications Facility Area," and the so- called "expansion area" in the right -of -way of Coyle Road measuring 11' east -west and 20' north -south to be located to the south of the "Communications Facility Area" "Licensed Premises B" is defined as two "parking and access only" areas in the right -of -way of Coyle Road, each measuring 40' north -south and 18' east -west located, one located directly north of the "Communications Facility Area" and one directly south of the "expansion area" as depicted in Attachment C -2 to this License. "Licensor Equipment" is listed on Attachment A to this License and remains the property of the Licensor after execution of this License. "Licensor's Real Property" is defined as those portions of the Coyle Road right of way described as being within Licensed Premises A and B and the easement granted to the County by the Vettlesons and recorded at AFN 545503. "NWREMS Contract" is made Attachment D to this License. "Transferred Equipment and Attachments" is listed on Attachment A and becomes the property of the Licensee as a result of this License. " Vettleson Grant of Easement" is described and memorialized in Attachment B to this License, a recorded Easement having Auditor's File Number 545503. JeffCom- Jefferson County Coyle Road Real Properly License Page 3 of 32 i A Section 2: Sale of Equipment and Attachments A. Sale of assets. As of the Effective Date of this License, Licensor hereby sells and transfers to Licensee all of Licensor's rights, responsibilities and liabilities of the Transferred Equipment and Attachments described in Attachment A for the sum of One and No /100s Dollars ($1.00). Accordingly, to the extent permitted by law, Licensee hereby accepts all rights, responsibilities and liabilities for the Transferred Equipment and Attachments from the Effective Date forward. I- TTMTIMMWI I I I 1 ;. Ill To the best of Licensor's knowledge, Licensor represents that it is the rightful owner of the Transferred Equipment and Attachments shown on Attachment A. If in the future it is determined that Licensor was not the rightful owner of any portion or all of the Transferred Equipment and Attachments, Section 2A of the License shall be deemed null and void to the extent of the portion of the Transferred Equipment and Attachments determined to not be owned by Licensor. In the event the Transferred Equipment and Attachments are determined to not be owned by Licensor and until such time as the Parties are able to consummate a written amendment to this License under this Section, Licensee shall be permitted to continue operating on the Licensor's Real Property according to the existing terms and conditions hereunder, as may be amended from time to time, without interruption. if) Licensee hereby agrees to release Licensor and shall hold Licensor harmless from all claims relating to this Section 2 (including reasonable attorneys' fees, costs and expenses of defending against such claims) in the event Section 2A is ultimately deemed null and void due to the discovery that Licensor did not rightfully own the Transferred Equipment and Attachments as of the Effective Date. Section 3: Real Property License 1) Incorporation of pre - existing Licensee rights: 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. 2) Use of Licensed Premises A. Subject to the terms and conditions of this License, Licensee shall use the Licensed Premises A for the purpose of constructing, installing, maintaining, repairing and operating a communications facility and uses incidental thereto. All improvements, towers, equipment, antennas, fences, shelters, generators, conduits, and all other personal property and appurtenances thereto including the Transferred Equipment and Attachments (collectively the "Licensee's Equipment ") installed and operated on the Licensed Premises A by Licensee for Licensee's sole use shall be installed and operated at Licensee's expense. Such installation, operation, removal, maintenance, additions and /or upgrades shall be at the discretion and option of Licensee. Licensee shall have the right to replace, repair, add or otherwise modify Licensee's Equipment, its utilities, antennas and /or conduits or any portion thereof and the frequencies over which Licensee's Equipment operates, whether the equipment, antennas, conduits or frequencies are specified or not on any Attachment attached hereto, at any time during the Term or any Holdover Term. Licensor agrees to sign documents, issue permits or grant licenses to the extent such documents, permits or licenses are consistent with applicable extant utility franchises and /or county code as may be required by any utility company (public or private) to provide service to the Licensed Premises A, including the grant to Licensee or to the servicing utility company at no cost to the Licensee, of an license in, over, across or through Licensor's Real Property as required by such servicing utility company (public or private) to provide utility services as provided herein. It is understood and agreed that Licensee's ability to use the Licensed Premises A 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 JeffCom- Jefferson County Coyle Road Real Property License Page 4 of 32 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 A 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 Licensor's Real Property with respect to the proposed use thereof by Licensee, or (ii) Licensee's use of the nonexclusive licenses seven (7) days a week, twenty four (24) hours a day over and across Licensor's Real Property. 3) Use of Licensed Premises B. Subject to the terms and conditions of this License, Licensee shall use the Licensed Premises B solely for the purposes of ingress, access and parking. The use of Licensed Premises B by Licensee or any Sublicensee shall be non - exclusive and no permanent installation or facility, including, but not limited to, a structure, infrastructure, utility box, conduit or footing, shall be installed, established or constructed within or upon Licensed Premises B by Licensee, or any Sublicensee without the express written permission of the Licensor. 4) Terru Subject to the terms and conditions herein, the term of this License shall be for fifty (50) years (the "Term ") commencing on the Effective Date, and expiring 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)"). Licensee shall continue to occupy the Licensed Premises in accordance with the terms and conditions of this License during any Holdover Tetm(s). During any such Holdover Term(s), 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. 5) License Fee, The License Fee for the first (1�') year of the License shall be Three Thousand Five Hundred Dollar ($3,500.00) per year ( "License Fee ") to be paid to the Licensor 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 during the Term, the License Fee shall increase by three percent (3 %) over the preceding year's License Fee. 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 License Fee shall increase by three percent (3%3 over the License Fee paid during the immediately preceding year, due and payable in advance, on the anniversary of the Effective Date, throughout the Holdover Term(s). 6) Additional Payments. Except in the case of amounts billed directly to Licensee by a governmental authority other than Licensor, any payment due in addition to License Fee under this License ( "Additional Payment(s)") shall be paid 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 A or B including, but not limited to: (i) Licensee's pro rata share of any governmental assessments directly attributable to the Licensed Premises A or B or Licensee's Equipment, (ii) any municipal application review fee or antenna installation fee relating to Licensee's use of the Licensed Premises A or B, and (iii) any sales or use taxes that are assessed or due by reason of the License Fee or Additional Payment(s). Licensor shall pay all Additional Payments in a timely manner to avoid any increase in the amount due by penalty or otherwise. 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. 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, JeffCom- Jefferson County Coyle Road Real Property License Page 5 of 32 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. 7) Payment Address and Method of Payment. License Fee and any Additional Payment(s) are to be clearly identified as "Coyle Road Real Property License Paymentfsl" and mailed to: County Administrator Jefferson County Courthouse PO Box 1220 1820 Jefferson Street Port Townsend, WA 98368 Licensor may change the payee and payee address by providing sixty (60) days' prior written notice to Licensee. Licensee may, at its sole discretion, pay License Fee and Additional Payment(s) by electronic funds transfer and in such event, Licensor agrees to provide to Licensee bank routing information for such purpose upon Licensor's receipt of written request from Licensee. 8) Assignment and Subletting. Licensee may in its sole discretion assign or sublet this License, and all or any portion of the Licensed Premises A, Licensee's Equipment, and /or any of Licensee's improvements on the Licensed Premises A, for example, co- location agreements with other entities requesting or requiring a facility or space on the Tower, as that term is defined herein, without notice to or consent by Licensor. This License does not authorize Licensee to assign or sublicense all of its possessory interests and rights and obligations under this license in respect to Licensed Premises A, its equipment and its improvements at licensed Premises A to any for - profit entity or for - profit telecommunications carrier, or to enter into any contract or agreement that would terminate the publicly -owned status of the tower that is the subject of this Agreement. Any sublicense or assignment that is entered into by Licensee shall be subject to the provisions of this License. Any such assignment by Licensee of all of Licensee's right, title and interest in and to the License, the Licensee's Equipment, and /or the Licensed Premises shall relieve Licensee of further obligation hereunder. Licensor may assign its interest in Licensor's Real Property and this License upon written notice to Licensee, provided that such assignee assumes all of Licensor's obligations hereunder. 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, landscaping, fencing and sublicensee(s) equipment, (ii) all compliance with Governmental Approvals including but not limited to permits, local, FAA and FCC and tower painting, marking and lighting, 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. 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 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 Licenses 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. JeffCom- Jefferson County Coyle Road Real Property License Page 6 of 32 11) Successors and Assigns. This License shall run with Licensor's Real Property and Licenses. 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 Licensor's Real Property, Licenses or Licensed Premises A and B 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 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. 14) Interference. The Parties agree that Licensor, and /or any of Licensor's current or future tenants on Licensor's Real Property, 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 subleases. 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 Licensed Premises A 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 Licensed Premises A. 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. 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 two hundred seventy (270) days' prior written notice if Licensee determines, in its sole discretion, that Licensed Premises A and B are no longer suitable for its purposes for any reason. In the event of early termination, 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 in Section 26 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 License. JeffCom- Jefferson County Coyle Road Real Property License Page 7 of 32 17) Remedies in the Event of a Breach. After written notice of a Breach is deemed validly given, as set forth with Section 26 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: a) the breaching Parry 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) 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) Licensor'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 real property interest encumbering the Licensed Premises A or B or Licensor's Real 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 property interest. JeffCom- Jefferson County Coyle Road Real Property License Page 8 of 32 S 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, then 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 Party, 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 Facility upon Termination. Following any termination or expiration of this License, Licensee shall remove all of Licensee's Equipment and personal property, but in performing such removal, Licensee shall otherwise restore the Licensed Premises to Flat and level ground, 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, 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 and shall continue to pay License Fee to Licensor at the then - current monthly rate until such time as the Licensee's Equipment is removed and Licensor's Real Property 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: a) Licensee shall carry liability and property financial protection insurance covering its use of the Licensed Premises A and /or B. 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 ("CO]") prior to any work by Licensee at the Property covering Licensee's Use of the Licensed Premises A and /or B as allowed by Section 3. Prior to commencing any testing, installation, repair or maintenance work on the Licensed Jeffiom- Jefferson County Coyle Road Real Property License Page 9 of 32 Premises A and /or B, Licensee shall ensure that its sublicensee(s), contractors and /or subcontractors will provide Licensor with a C01 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 C01 to approve or reject such C01 and insurance coverage provided by Licensee or its sublicensees, contractors and /or subcontractors. Failure by Licensor to provide Licensee with written rejection of any C01 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 30 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. I) 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 parry 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 Premise . If the Property or the Licensed Premises are destroyed or damaged so as, in Licensee's reasonable judgment, to hinder the effective use of Licensor's Real Property 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. 22) 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 (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 Licensor, then Licensor must provide Licensee 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- Jefferson County Coyle Road Real Property License Page 10 of 32 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 Licensor's Real Property, the Licensed Premises, the Licenses, , 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 Eniot' ennt. Licensor warrants that it has full right, power, and authority to execute this License and has good and unencumbered fee simple title or right -of -ways to the Licensed Premises free and clear of any liens or mortgages. Licensor further warrants that Licensee shall have the quiet enjoyment of the Licensed Premises 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 have the right to terminate this License upon sixty (60) days' written notice to Licensor. Licensor shall have 60 days, or any term agreed upon by the parties, to remedy the defect of title. b) Licensee shall also have the right to have the Licensed Premises surveyed, and, in the event that any defects are shown by the survey 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 sixty (60) days' written notice to Licensor. Licensor shall have 60 days, or any term agreed upon by the parties, to remedy the defect revealed by the survey. c) 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 Licensor's Real Property attributable to Licensor's use of Licensor's Real 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 A or B 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 15 above to Licensor. 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 party receiving the requested estoppel information may not question or dispute the quality or authorship of said estoppel information. JeffCom- Jefferson County Coyle Road Real Property License Page 11 of 32 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 A or B, 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 A and /or B 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 Licensor's Real Property or the Easement, 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 Licensor's Real Property or the Easement; 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. i) 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. j) Licensor and Licensee agree that the Licensed Premises A and B, including without limitation, the Easement, may be shown on construction drawings prepared by a licensed engineer, at Licensee's expense for Licensee's Equipment to be located within the Licensed Premises A. k) Any consents, amendments or other matters requiring negotiations with Vettleson after the Effective Date, shall be performed by Licensee at its sole cost and expense. Licensor agrees to reasonably cooperate with such negotiations as requested by Licensee, including the signing of any documents and /or consents requested by Licensee or Vettleson. 1) This License may be executed in duplicate counterparts, each of which shall be deemed original. JeffCom- Jefferson County Coyle Road Real Property License Page 12 of 32 m) The Parties agree that this License will be deemed valid only upon full execution of the following agreements by both Parties within forty-five (45) calendar days of the date of the last signature on this License. Port Hadlock Tower License ii. Port Hadlock License and Use Agreement for JeffCom iii. Coyle Road Tower and Building Sublicense Agreement (Public Works Radio) iv. Port Townsend Tower Sublicense - Station 16 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 Licensee: JeffCom Attn: Director 81 Elkins Road Port Hadlock, WA 98339 khatton@jcpsn 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 email: firelave0comcast net To Licensor: Jefferson County Monte Reinders, Public Works Director 623 Sheridan St. Port Townsend, WA 98368 mreindersO co.j efferson.wa.us with Copy to: County Administrator Jefferson County Courthouse PO Box 1220 1820 Jefferson St. Port Townsend, WA 98368 12morley0co,jefferson wa us JeffCom - Jefferson County Coyle Road Real Property License Page 13 of 32 27) Attachments. This License is subject to the terms and conditions of the attachments referenced below, which are attached hereto and by this reference, made a part hereof: Attachment A Attachment B Attachment C -1 Attachment C -2 Attachment D Attachment E Transferred Equipment and Attachments; Licensor Equipment Vettleson Grant of Easement Legal Description of Licensor's Real Property Coyle Communications Facility: Licensor's Real Property, Prepared 2014 N WREMS Contract Licensed Premises IN WITNESS WHEREOF, Licensor and Licensee have executed this License as of the Effective Date. Licensee: JEFFCOM by: Date: O Karl Hatton its: Executive Director Licensor: JEFFERSON COUNTY its: Austin 11 2 - l Licensor: JEFFERSON COUNTY by: % Date: �� 2 Phillip Johnson (;jIHIIty Commissioner District #1 Licensor: JEFFERSON COUNTY by: ate: it , avid Sullivan / aZa ma WOu r • 1 a TO 4 11MIN I r Approved as for only It�r b 1e rson Co. Proaecu Office David Alvarez, Chief CJViI DPA JeffCom- Jefferson County Coyle Road Real Property License Page 14 of 32 k NOTARY BLOCK - JeffCom STATE OF WASHINGTON SS. COUNTY OF JEFFERSON 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 IeffCom to be the free and voluntary act of such parry for the uses and purposes mentioned in the instrument. DATED: 0 C7t 3 f J t STATE OF WASHINGTON COUNTY OF JEFFERSON I Notary Public in and for the St to of shington My appointment expires: T� j �Q NOTARY BLOCK - Jefferson County SS. 1 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 lefferson County to be the free and voluntary act of such parry for the uses and purposes mentioned in the instrument. Dated: " Z SO $ r H Ni S (Signs ure of N , 9 �G V B or- J, O2 $ l lj�� b{ /ygr1 Notary Public in and for the Staip f Was in on Nota .� 1j11 My appointment expires: JeffCom- Jefferson County Coyle Road Real Property License Page 15 of 32 NOTARY BLOCK - Jefferson County STATE OF WASHINGTON SS. COUNTY OF JEFFERSON I certify that 1 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: It 12 i i ' (Signature nnfNota y) 9 „a,19.,% e . Notary Public in and for the State f Was in on 11h1 OF WASN.t•�� My appointment expires: d- NOTARY BLOCK - Jefferson County STATE OF WASHINGTON SS. COUNTY OF JEFFERSON 1 certify that Iknow 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. �� 2 Dated: f� / /oo lox h tc TA pLi O y �V �•.. NS r 11/1 , OP ureSN�a� (Si re of N ary Xa Zy Notary Public in and for the State of Wash' gton My appointment expires: JefiCont- Jefferson County Coyle Road Real Property License Page 16 of 32 ATTACHMENT A TRANSFERRED EQUIPMENT AND ATTACHMENTS LICENSOR EQUIPMENT Upon full execution of this License, the following equipment and attachments shall become the personal property of Licensee: Item General Descri tion Radio Tower 1 —1986 10011 tall steel tower @ Licensee serial # 911000432 Ice Bride Any attachments between the Radio Tower and shelter includinR the ice bride materials Shelter — 8ttX10ftShelter v, Licensee serial #911000264 Fencing Any and all fencing. gates . Sub - surface Any and all below ground conduits, grounding systems and rights to existing utilities. HVAC Heating Ventilation Air Conditioning units. Licensee asset that replaced Licensor previous equipment, Mournme Racks Any and all mounting racks. Licensee asset that re laced Licensor previous equipment Any Jefferson County radio and frequency specific equipment shall remain the property of Jefferson County and shall only include the following: Item General Description Antenna VHF Sinclair fiber glass whip antenna and mounting attachments Radio Motorola MTR2000 two -via radio operating on 154 115T and 155 055R Du lexer Cam rod 6- canister du lexer Coax and Attachments 7/8" coax with mounting attachments The Parties have entered into a separate agreement of even date herewith setting forth the terms and conditions for Licensor's installation, operation and maintenance of Licensor Equipment. JeffCom- Jefferson County Coyle Road Real Properly License Page 17 of 32 ATTACHMENT VETTLESON GRANT OF EASEMENT (Page 1 of 6) 1111111111117 of 3,w After recording rdum dOcumsnt to: Jefferson County Exefse Tax All # 1 3 2 0 8 Date JeffersoncouNy 623 Sheridan of Short works By S $oleo Amt S 623 Sheridan Saretd Port Townsend, WA 98368 y Deputy Treasurer Docammt Title: GRANT OF EASEMENT ReBraee Namber of Related Dwamenm: 1 Cradmm(s): Mr. Wayne li Vettlerm and Pameh A Valorous Grant*$): Jersermo County lAgal Deeeription: Ptm. o[SW tN of Sa. 2. Twp 16 N, Rmg l w. W.M, Additional Lepl Description is a ExIdbil A (Pees 3)d, map is Exhibit R (pip16,1,M Datuy♦thanL . Aaemoe's Tax Pared: 601013009, GRANT OF EASEMENT [ Coyle pond Communications FstEpy The Grmmr, MR WAYNE E. VETTLESON AND PAMEI.! - WTIUsOH, lusbmd and wife, fur and in consideration of the son of One Thousand Five Hundred Finy apt T1 100_ , i4.00) - Dollms in hand paid. cow" and grmla m msament imerasl ova•, udder, up rind unms.4he• meinaflc described lands m the Grattan. JEFFERSON COUNTY, a Marl Cipol Co P�. Box 12 0, h Townsend W A. 99368, limn tre dale of Ihh document until the public use far_is t oases, far the purposes of uperming, mddtaining, and upgMmgexisting equipment incfrWirg the gspIrmor and air ododiticning unit (with protective carer) all phuud within the existing facilkies iorffid on 0*Ibllowing described red ems, shawd is Jeffmson County, Sore ofwashidgton: T� For legal desmiption and essemtan map red Exbibit A wo E31nDh B munbed hereto and nude a part hereut The Ind being gramed herein The Gramee, is autorized agents m ameessas m assigns, from all elaimn.) the acs sramisxims ofthe Grantor, ils whomsoever, arising out of o in em Grmxx, is agents or ensplayves. hsmi cox a w autbw by s m tme-mThis oQn my be tweed by tit ask Y u if the claims or dudagq' are eensnd (sy cernacton or employees: 6hd jb) lha ddi actions oosergd'hY' }}C�W'4.24.1 et m afthe negltgprucC,M:be Htentee7 This GRANT OF Ndx{p9 /�f''x+�N 0.014 amen more mien. MW ldyfq, will ee4 rave and hod barmksa the Graasors, is �¢xn or expemee of mry mtue whomever by season of i, - imadon, licensees, i nvitoer, employees or asry porno ipd *0 arl�, acs or utivion authorized by this Emearom The heed deYmd the Graaar Lamy Ikfptioa Including pnyrnmu of my at ax�anad, thereof Wising ou of or my acts o activities on not Include With Claims, easm, damages or expenses, which spatsii iltt s of the Greaten, is successor or nrlixi Avoided. dent resuh from the concurrent nogligum of. (a) the Gunton, its agents epee, is apnti, ototiuwrs or tmhployem, or iniroes and invokes This indemnity provision shall be valid and enfocrable only to the commens and restrictions of records. pane u me APN 60102W JeffCom- Jefferson County Coyle Road Real Property License Page 18 of 32 ATTACHMENT B VETTLESON GRANT OF EASEMENT (Page 2 of 6) I� 4550 a.r r•.•, a,r ice aeProWx COUNTY w aveo ,.a VWX 97 ea This GRANT OF FAS04ENT is subject to eam eons and restrictions of records. Gran of Easement. R is uderstoud and agreed sheathe rights herein trimmed ed shall hem all rind exercised in a naneer whkh does tot ®reaonably irlerfae with she use ofthe property by me GMW(s). Governmg Law. This agreminera shall be governed by and construed in accordance with me laws of she Stare of Washington. Venue for any diWmu regarding this Easunem shad be in Jefferson Caaay, WashingWn. Termination. to the eves ninth the Public use for this f&ilhy arses, this Eav M shall u in)a with reversion m Grawar, or sancestor owners of Gsrdoes Property, upon ahandonmoA of the Fmenent D}oibipme. Gramme further ages mM all above ground installation will be rwored a the sale cost to the.Grao[ iMir.tht subject arm narrowed an a natural condition. ModiRcs6on. Any modification to this Esremaet shall be in writing read eacoraed ,hqm Ggmar Gasmen. U is the inters of me pardes to this emaneat agreement so web together and talo oil nectgsiy and 1aa+wable action to intone that ote tacks W the jobs use of this Granlma pup" that 4nighl rite An Ahe f rt re ton be finemera Rona with the IarA The burdens and baefds of the Emanates mwI trpded to aRadn to and not with Cxm's Property. The Tams and co dhlom of the Easement sbal be birding`1up nn and shall inure in the benefit of Greater. and the Areas owners ofGramor's praRerty. `._ Grauer and Omrrme agree tins m the exlmr necessary m perroil : iemortalrlc R.aimg of We crw or Easement subjects end webs h the singular "person'sham include an# 0- to mbjef sad verbs in the plural -person" and It is understood and agreed that The delivery of this real propessyy bercby reedened and ms the rnon and oblipd m hereof small not became binding Wop, lalkswn Canty unless and wail accepted and approved hereon ® writing for Jeflarson Co®ty, through BorkidofCoe tY Conuniaioners. GRANTORS,.`\ i ^� A - Past 1 oti APN e0103J00r I l I JefTCom- Jefferson County Coyle Road Real Property License Page 19 of 32 ATTACHMENT B VETTLESON GRANT OF EASEMENT (Page 3 of 6) 545503 .P Htrw.nn .O.nSY Ye ]:1•fw6QW mN" aB Sm GIAO GRANTF DATEDthis axwt\d.yof -A„It1 2009. AcccIttd bpd pppmed By .- XMIKSON COUNTY BOARD OPCOb NMI� r •e t RI o C, r ' a farm goat Q'vil PMNVA ng AUNney Js.v� ' J � v.ge3rJ6 sm APN 101023W7 JeffCorn- Jefferson County Coyle Road Real Property License Page 20 of 32 ATTACHMENT VETTLESON GRANT OF EASEMENT (Page 4 of 6) I1w0111111111�5 na5'xof 61 ,w JF(larrf/� eeunly alb r[FFF45W faWrY aUa fa56 97. tint STATE ss. County ofLanf"s r) On this Y day of J�� 2009, before me personally appealed 'Mr. Wayne & Vealeson and Pamela J. V b me known w be the individuals that execuiedPub widum and foregoing insu u. ad, and adu owledged said instrument to he the free and whmL6y act -anid d6ed of said indl- Muela. for the area and ptaposm therein mentioned. GIVEN under my hand and official seal the day ail year first shiver .� Naar" Public in a�dfpr the ,Su�e HalaY ia/ Jemila Nast, jlalay PU�fic Residing a(�SY1l�lnas/yS+ Foal CotraooT ,LaraWrCataly 1Ay COnrnisaicn 700ffiWg My "App uameert Exerts io /3i /z l r � STATE OF WASHING'T'ON COUNTY OF JEFFERSON ) F\ On this ep day of 20091 Sullivan and John A 'q " to Comrnismoners that executed the foregoing An free and voluntary ad and deed of sold cowiq stab Ow any are authorized to "111 tAhe sr said county. (_, Witness my hand and official said a(6xgi91 GIVEN under my hand and official jeal this Paae a af6 e0nmfly appmW Phil Johnson, David W. t, body of the Board of Jefferson County acknowledged the said ims"ancot to be the and Purposes therein mentioned, and on oath and dw the seal affixed is the wittily seal of fast above 20119. t' low' L Cm L.0—to Witary Public is and for the state of Washingtom reading C,1h Im r r,,�.v. My Coamdation expires I - i - a� a AM 6otd2J0a7 JeffCom- Jefferson County Coyle Road Real Property, License Page 21 of 32 ATTACHMENTB VETTLESON GRANT OF EASEMENT (Page S of 61 � 83l � �9 ��V2�.40 ExIdbit A Coyle Road Commaafratlom Fallibly (A pawn of AFN 60102300?) LEGAL DESCRIPTION: 'Met portion of the tract of land as desa W in the Statutory Warranty Deed recorded mrdw(1.iiditoas P'de Nm 534335, rxardc ofJelfasm County, located in the South half of the South half of the Northwest QuwW of the Southwest Qumler of Section 2, Township 26 Nash, Range I West, Willamette hkridlmu COUmy oYJeRetsoo, State of Washington, lying Wen of the Wenaly �n of Coyle County Road No, 40 09. iuorepatJriahrly described as billows: - All out portico of the communialiom facility, lying wandly afthe Coyle Countj g®3ri$M1t 0fway;,0rated on the Subject parcel, a hrctode a maiaennrace arw lying approsirrualy 5 fed 4rQaide of, ar61 cident with the fence location m depicted on the Survey devil ternrded under Audias's o. "50,iocords of JetYetsoa County, with a total we ofapproxinnmly, 620 Sq.Ff being recaogular in Aka Pproximumsely, 10 feet wide x 62 fed in length fun or depicrod on asuched Exbibi B. \. Containing 0.014 ewes noose or less END OF DESCRIPTION I� l I !f , l. PW 5 ofb APN 60101300? JeffCom- Jefferson County Coyle Road Real Property License Page 22 of 32 f l ATTACHMENT B VETTLESON GRANT OF EASEMENT (Page 6 of 6) 1111111IM 1111(1 � 545503,w , tf.rwn f tv A.tl .16fE150! L TV RA F %F 61.11 Coyle Repeater Tower Proposed Easmard Area -- EXHIBIT B - AREA EASEMENT Afp ASSESSOR PAR( INSERT DF'AN{INC SURVEY �2E6C i 0 N 1 A n < F J ia" �. Al _ 1 X0eFT. 1Q.023007 518830 PACE 6 OF e JeffCom- Jefferson County Coyle Road Real Property License Page 23 of 32 ATTACHMENT C -1 LEGAL DESCRIPTION OF LICENSOR'S REAL PROPERTY The Licensor's Real Property consists of two Tracts: Tract A: Legal Description of Licensed Premises A and B (Coyle Communications Facility): Beginning at the Southwest corner of Section 2, Township 26 North, Range 1 West, W.M.; Thence North 01 °27'51" East, a distance of 1315.39 feet along the West line of said Section 2 to the intersection with the North line of the Southwest quarter of the Southwest quarter of said section; thence South 88 032'42" East, a distance of 888.92 feet to the intersection of the said line with the westerly right of way line of Coyle Road as shown of survey filed under Auditor's File Number 51883o records of Jefferson County, Washington; thence North o8 °12'o6" West along said westerly right of way line of Coyle Road, a distance of 20.6 feet to the True Point of Beginning; Thence Southwesterly at right angle to the westerly right of way line of said Coyle Road, for a distance Of 7.1 feet; Thence Northwesterly, for a distance of 51.8 feet, to a point that lies 5.6 feet at a right angle Southwesterly from said Coyle Road westerly right of way line, said line being identified as Line A, and said point being identified herein as Point A; Thence Northeasterly, for a distance of 5.6 feet to the westerly right of way line of said road; thence Northwesterly along said road westerly right of way line, for a distance of 40 feet; thence Northeasterly at a right angle to said road right of way line, for a distance of 18 feet 1 inch; thence Southeasterly along a line parallel with the westerly right of way line of Coyle Road, for a distance of 40 feet; thence Southwesterly to a point lying 18.1 feet from said Point A, identified herein; thence Southeasterly parallel to the line identified as Line A herein, for a distance of 51.8 feet; thence Southeasterly, for a distance of 20 feet to a point lying 11 feet Northeasterly at a right angle from the westerly right of way line of said Coyle Road; thence Northeasterly at a right angle to the westerly right of way line of said Coyle Road, for a distance of 7 feet 1 inch; thence Southeasterly parallel to the westerly right of way line of Coyle Road, for a distance of 40 feet; thence Southwesterly at a right angle to the westerly right of way line of Coyle Road, for a distance of 18 feet 1 inch to the westerly right of way line of Coyle Road; thence Northwesterly along the westerly right of way line of Coyle Road to the True Point of Beginning. Tract A is reflected in the blue and orange on the following page, entitled "Coyle Communications Facility Licensed Premises, March 2014." Tract B: Any portion of the Vettelson Easement not described by or contained within the metes and bound description of Tract A above. Tract B is reflected in the yellow on the following page entitled "Coyle Communications Facility: Licensor's Real Property, Prepared 2014." JeffCom- Jefferson County Coyle Road Real Property License Page 24 of 32 ATTACHMENT C -2 COYLE COMMUNICATIONS FACILITY: LICENSOR'S REAL PROPERTY, PREPARED 2014 JeffCom- Jefferson County Coyle Road Real Property License Page 25 of 32 t t 60 COYLE ROAD t COMMUNICATIONS t ; FACILITY LICENSOR'S REAL t ; PROPERTY � PREPARED 2014 \NG� Q I i LICENSED PGG��g� PREM15E5 B t ' , t COMMU CATIONS t 0, BUILDING 5.G f POINT 8 FT HIGH A ' WOVEN mu i SECURITY N EASEMENT tO FENCING i O O AUDITOR'S FILE �©_ I1 i NUMBER 545503 t i � � t Communications Facility Area 1 lP In CELL TOWER FOOTPRINT t t r LICENSED i PREMISES A t t i APPROX. i --` t PAVEMENT i iLOCATION i � t 0, 0 It LICENSED t PREMISES B I t It t v t t t I � JeffCom- Jefferson County Coyle Road Real Property License Page 25 of 32 S ATTACHMENT D NWREMS CONTRACT (Page 1 of 6) FAM :Jeff Co Ffm No 2 FAX HI 38876539 Elm 13 207E 01728PM P1 Balm" Ada GMV. 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IN N711ri WMMM KW Mm RO&W Y ad 7imt Oe aaucP rA M Omamew bmi dpW Ok JeffCom- Jefferson County Coyle Road Real Properly License Page 26 of 32 I ATTACHMENT D NWREMS CONTRACT (Page 2 of 6) 'FFWM :Jeff Cc Firs Ib 2 FAX 41 :3fiB71579W Dec. 13 2WS 01 :20" P2 R7®WP A STATXMWT M WORK /au W VI '1141 seats d tie NabaS. deearlw de scope d wnF tsleted b tb W,pmeereeWwMopmwr d Hur grgWAkYBrMa r.aiytei�d.rwdtMMaNwrtR�ioe. ii!MWIL jdbnm Co=V Mm C01¢RACWR d A-me dw faadl mods Oi.m►pm itr Ae puwm of impo1ii aw Qemrslta/or of d1;Wums Cgegfa "i (mpm a ' [b b0a1 dm po0om Cbmmo�of ddh m acmrf to ie 0m s NdpQ141: I-OL .. . L - Tmdw lWl bast (1) Mod Ned Rapmm rdm amamea and am (V 14e No RapWwv4*a0wWV0j -0ape- d wamfer(f)U0bwbwtbrtY Z. ifde pymmd it mra fer FL ftl mm min and PCC im ad Wgmdmae, 91410W u.1M0. L 'Rebate esd iatte0 Naq Repemm rd M11oe b dm M lkrrmee/ Water 7baer Alter 0p mw u of7. 4. rerawmdWdwdaswawmstI X..e.t�aedse�etyfbru L Rmme dm de np mer del w iad10 In matpUeae %a aR afflow is >dw"rPndi"L *VmX01R811 W=WCBALR AND IR► 1RW CAM CO &UM&ireL6�wtM00ifl'RAC/00t &d WW ' m l:rrMe Al 0atei4 b iu N*Mg t) as b SW"d f041BG00 - �1R' 1�eF4R: R1YfW1"• RloaOwt .Rtiaua,•,ra�3p- r'••ma0WK3,Rp0i FAR•` V[PJWAQW- VWAaRX�UMOM JeffCom- Jefferson County Coyle Road Real Property License Page 27 of 32 ATTACHMENT D NWREMS CONTRACT (Page 3 of 6) FROM :Leff Cc Fire W 2 FFX fN. :3sff765390 Dm 13 1086 01:21FM P3 Obi OOUN 'i' *tj pLAW NG A" BUtWI Nli DJAPA 111BW ' � ��f ZM�[t �••r a1101 . 01� �/Oa Mpfrry ob0alf Ot/8 . OV48 Weld, Dimilor AW11 so, 199a 181 Safford, Sheriff iit RLtion, no" sherllf'• npartmant Port 01114100k, Si► 9!339 f` t,'p,P� Sell Coyle Pan insnla radio relay tgver. Dear 181. Craig I foaad that r It conPOras Aftin"t"torl a' has reviewed Your aPpilcation and of 1 31 o � ialstsatiw Sales section isePLK• Subsection _4 or0iaesofer No. 1- 0106 -91. the Oerferaoa lsdioaew of tthe relevant provisions of the Read with a nlaower of the oounty'a exist radig e L *"�Oei separtaant. tower can be prcoeased af0!lnistratitwer on Coyle section 12, M= xpension, Alteration, or that tars nthat axpaaaioa, alteration, or Change in pae,r (Days as states ordinance a py ambiguity Use is subj �w of ion as) this the fanlny Adniniatrator has 9u1tY 111harsnt this Dr�ieiwr et•r•nt, define and clarify this langua=ge lyated adainietrati�iro� to further, Si. regard. section ix of the adeinistratiw rules stator that a aa■U• alteration or charga in use Administrative A by the Zoning Afsiriiatrator Slay be apps red hY_f�1�Leeertw �ai' (see pages 17 and 18 oP the r JeffCom- Jefferson County Coyle Road Real Property License Page 28 of 32 It ATTACHMENT D NWREMS CONTRACT (Page 4 of 6) :Serf Cc FkftHa 2 FRX NIL :W?653%0 Dec. 13 20E6 01:211eP1 P4 Thank you for your patience in resolving this matter, Very truly yours. Eric Toews, Associate Planner cc: craig Ward, Director Michelle wood, Permit Technician 2 JeffCom- Jefferson County Coyle Road Real Property License Page 29 of 32 4 ATTACHMENT D NWREMS CONTRACT (Page 5 of 6) 'FWM :Jeff Co Fire W 2 FM4 NO. :3607663%0 AY 03 '93 16:43 RWW CObMCTIOi INC. #ANN CbfMWUCMK, INC. P.O. so 327 9A1ON. WA 98310 1381137 un FAR =0 3"Am .,4947VWi✓,' 4P ►-41 t.N...co 7. ) IS1 Apv 9GS- V-sy'-cr 3S-4,0 Deo. 13 2006 01:22PN PS bhp. 1/3 LETT�t o.r ry,nv y3 pgr.H 00 V 44 '�..rVi•VSfic.+ ,/�l ia'!'= S/°IIG.`Yel,�a.rlrf!•uJ '' f�.eyis•v ,p,../a App /live ..o!Yr �.✓- `l3.OS..• L✓�IO •gt2.7�G.••v R..!/aeraC�J ��.�sG� .:wv. .41CCelr _s.IC . �..�•�Ltl1 /Q.rGt .Igyyr C �.r.�i ,_, . /4�ilbA /L I+• 6 . K!!Q 6 C /P40 ?. �.f !p itp /i .f?f'4iY.RM•r.✓C,f'� yre i�+!'Ara +./% 1. 1 PMMe Mely -1 No roely Mee wy Je£fCom- Jefferson County Coyle Road Real Property License Page 30 of 32 4 1 FROM :left Co Five No 2 ATTACHMENT D NWREMS CONTRACT (Page 6 of 6) FPX N0. :3607653960 Dec. 13 2066 11:5SM P1 Itaelo6 7M/&V AOW=t Report 6/ 1/93 S61nA9h 6130/93 MOIO6AL =0 CDWCEr111 aenoeata 79/98 Date haft Mee Oseoelptlea Mean hejeatCls amount zwoo Q/npom PM vas 6DS -96u 5 6/30 Payable 679667 MO'DDANA. 1110. 0M61MTalIQ a '98 M '93 J6 - 6,492.40- -066.64' 6/30 Payable 0295 mum 1•M6SIWoun0, Mwomm6I0b9S00 5463006 411113681 am 167165r=7020011Rmnoo '93 JS - 6.112.26- 6/30 payable 6/30 payable 6093046 911/617 199 Ov6l01MMVOM61r M=on '93 JP - 3,449.60- 6/30 Payable 6093066 611670f S511111 00AMIC.AI0016101RASI05 '93 JP - 754.60- 6/30 Payable 12 7666 6611106 )4.i0b10MIO6 000D1♦mmic"I011 6/30 payable 669066 NoTamma, IMO. COIIMOIII®SIOM '93 OR '93 J6 - 3,614.60- - 3,656.64- 6/30 Payable 61593 Now 5503311111112IlC, Z500WIMCWT011 '98 JR - 2,269.50- 6/30 payable 559660 HOION0a.6' n1e- OONKUtc6S'5011 '93 JR '93 J5 - 176.63• - 60,922.56^ 6/70 payable 1018 man 00116I1lOCITm, I001M U0=01f 6/30 Payable 556424 1100MA, A0. 000WMIA'IIOM '93 J6 - 1D3.37� 6130 Payable 6093047 MM 9666 C=MnATO= MtCarlo1 '93 06 - 2,371.60- 6/30 payable 214370 OONTSO 1 fy06606, TMJOM 6018 '93 J6 - 4,371.76- 6/30 Payable 1679 MRIC am= py0I6IC J1M6 /014 '93 is '93 - 3,236.00` 667.76 6130 Payable 6 46792 OilXCMM XMINOM106 JI 0036 JM - YOUL eve-p6 6 - 66'600.00 Tonz, PSMS PI - 66,600.00 16M @LIMO i6, 600.00 50791E T00cm /57894 - 66,500.00 JeffCom- Jeffer5nn County Coyle Road Real Property License Pa" 1 Page 31 of 32 4 ,;1 ATTACHMENT E LICENSED PREMISES Real Property Address: 8640 Coyle Road, Quilcene, WA 98376 Licensed Premises A: Is that area within and including the 'W HIGH WOVEN WIRE SECURITY FENCING" having general dimensions of eighteen point one (18.1) feet by fifty one point eight (51.8) feet and an area of approximately nine hundred thirty seven point fifty eight (937.58) square feet, which also includes the additional area labeled "Expansion Area" measuring twenty (20) feet by eleven (11) feet as shown in the drawing found at Attachment C -2. Licensed Premises B: Includes certain real property within the County right -of -way, specifically two areas each measuring 40' north to south and 18'1" east to west, one immediately north of Licensed Premises A and another immediately below Licensed Premises A as shown in the drawing found at Attachment C -2. More specifically described in Attachments C -1 and C -2 JeffConn- Jefferson County Coyle Road Real Property License Page 32 of 32 JEFFERSON COUNTY BOARD OF COUNTY COMMISSIONERS CONSENT AGENDA REQUEST TO: Board of County Commissioners FROM: Philip Morley, County Administrato DATE: November 24, 2014 RE: 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; $1 plus $3,500 /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 10/1P12-12/31P15; 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 $ 407903 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 $ 3,500 $ 12,000 Station 16 Tower Sublicense 20 vrs $ 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. ' P'l " �1 i ' 1 -5,10; 1W Execute all five agreements with JeffCom Date CONTRACT REVIEW FORM CONTRACT WITH: Jefferson County and JeffCom CONTRACT FOR: Coyle Road Real Property License TERM: DEPARTMENT: 1 `— " - For More Information Contact: Contact Phone #i RETURN TO: RETURN BY ry COUNTY AMOUNT: Revenue: Expenditure: Matching Funds Required: Sources(s) of Matching Funds Comments Step 1: REVIEW BY Review by: Date Reviewed: APPROVED FORM Step 2: REVIEW BY Review by: Date Reviewed: APPROVED AS TO FORM Comment PROCESS: Exempt from Bid Process Consultant Selection Process Cooperative Purchase Competitive Sealed Bid Small Works Roster Vendor List Bid RFP or RFQ Other (See Comments) 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.)