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HomeMy WebLinkAboutJeffCom - Coyle Road Tower and Building Sublicense -112414(�. --a�.jf 01 o Coyle Road Tower and Building Sublicense Agreement (Public Works Radio) Between JeffCom And Jefferson County leffCom- Jefferson County Coyle Road Tower and Building Sublicense Agreement (Public Works Radio) Page 1 COYLE ROAD TOWER AND BUILDING SUBLICENSE AGREEMENT (PUBLIC WORKS RADIO) This Coyle Road 5ower and Building Sublicense Agreement (Public Works Radio) (hereinafter "License ") is IT this ? —day of &21VJ4We72— . 2014 ( "Effective Date'), by and between JeffCom, an interlocal government agency created by Jefferson County, the City of Port Townsend and Jefferson County Fire Districts 1 through 5, with an office located at 81 Elkins Road, Port Hadlock, WA 98339 (hereinafter "Licensor "), and Jefferson County, a municipal corporation, with an office at Jefferson County Courthouse, PO Box 1220, 1820 Jefferson Street, Port Townsend, WA 98368 and its officers, officials and employees (hereinafter "Licensee "). The Licensor and Licensee are at times referred to as Parties or Party, collectively or individually. WHEREAS, pursuant to the Prime License (as defined below), Licensor holds an exclusive license to a portion of that certain real property with a street address of 8640 Coyle Road, Quilcene, WA as shown in the Prime License (hereinafter the "Property "), upon which Licensor owns and operates certain equipment and attachments including, but not limited to, an existing communications tower ( "Tower "), fences, utilities, antennae, equipment building ( "Building ") and ancillary equipment, attachments and improvements thereto; and WHEREAS, Licensor desires to sublicense to Licensee, and Licensee desires to sublicense from Licensor, certain space on the Tower ( "Tower Space ") along with space in the Building ("Building Space ") for the installation, operation and maintenance of Licensee's Equipment (defined below), along with other rights and privileges ancillary to the license of such space and operations of Licensee's Equipment located upon the Licensed Premises (defined below). NOW THEREFORE, for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Parties hereby incorporate each of the foregoing recitals into the terms of this License by this reference and hereby agree to be bound to the following terms and conditions: Section 1: Definitions "Hazardous Substance" shall for this License have the same definition as found in WAC 173- 340 -200. "Licensed Premises" is defined to include to both Licensed Premises A and Licensed Premises B. "Licensed Premises A" is defined and depicted in the Prime License. "Licensed Premises B" is defined and depicted in the Prime License. "Prime License" is that certain "Coyle Road Real Property License" of even date herewith, by and between Jefferson County as Licensor and JeffCom as Licensee, attached hereto as Exhibit C. Section 2: Tower and Building Sublicense 1) Incorporation of pre' 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. JeffCom- Jefferson County Coyle Road Tower and Building Sublicense Agreement (Public Works Radio) Page 2 b) The Parties are subject to the Prime License. The Prime License shalt prevail in the event of any conflict of terms or operation between the Prime License and this License 2) Term • Subject to the term of the Prime License, the term of this License shall be for fifty (SO) 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, The License Fee for the first (1�') year of the Term shall be Three Thousand Five Hundred Dollars ($3,500.00) 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. 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%) 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). 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. JeffCom- Jefferson County Coyle Road Tower and Building Sublicense Agreement (Public Works Radio) Page 3 S) Payment Address and Method of Payment. License Fee and any Additional Payment(s) are to be clearly identified as "Coyle Road Tower and Building Sublicense Payment(s)" and mailed to: )effcom 81 Elkins Road Port Hadlock, WA 98339 Attn: Executive Director 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 shall use the Licensed Premises A and B as follows: a) Use of Licensed Premises A. Licensee shall use Licensed Premises A for constructing, installing, maintaining, repairing and operating a communications facility and uses incidental thereto, and for no other purpose. Licensee's Equipment shall consist of that shown on Exhibit A -Licensee's Equipment - Tower Equipment, and Exhibit B - Licensee's Equipment - Building Equipment (collectively the "Licensee's Equipment "). Licensee may replace its equipment at any time so long as the replacements to Licensee's Equipment are like -kind and within Licensed Premises A, and the power usage is reasonably similar to the Licensee's Equipment being replaced. b) Use of Licensed Premises B. As part of its retained rights as owner of Licensed Premises B, Licensee shall have non - exclusive ingress, egress, parking and utility access within Licensed Premises B. c) Authorized Personnel. Only those employees, engineers, service technicians, contractors, subcontractors, agents, or persons under their direct supervision and control, whom Licensee shall have previously designated to Licensor in writing as Licensee's authorized personnel, shall be permitted to enter the Licensed Premises. Licensee shall have full responsibility and liability for the safety and conduct of Licensee's authorized personnel while on any part of the Licensed Premises. All work performed by or for Licensee within the Licensed Premises shall be performed at Licensee's expense by authorized personnel. Licensee agrees that Licensor shall bear no responsibility or liability for the conduct or safety of any of Licensee's authorized personnel while on any part of the Licensed Premises. d) Government Approvals. It is understood and agreed that Licensee's ability to use the Licensed Premises 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 with respect to the proposed use thereof by Licensee, and (ii) Licensee's nonexclusive access Easement(s) seven (7) days a week, twenty four (24) hours a day over and across the Property. e) Relocation of Licensee's Equipment. Upon request by Licensor, and within ninety (90) calendar days of such request, Licensee shall relocate Licensee's Equipment then located upon Licensed Premises A to another location, at Licensor's sole cost and expense, if Licensor deems such relocation necessary or appropriate to accommodate the equipment of Licensor, or other tenants, or if such relocation is necessitated due to work contemplated to be undertaken upon the Licensed Premises leffCom- lefferson County Coyle Road Tower and Building Sublicense Agreement (Public Works Radio) Page 4 by Licensor, provided that any such relocation shall not materially impair the quality of Licensee's communications service or operations at the Licensed Premises. 7) 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. At all times the primary electrical service to the Licensed Premises will be in Licensor's name and provided solely by Licensor ( "Electrical Power "). a) Licensee shall not have the right to install its own Temporary Power device upon the 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 Licensor's Temporary Power at 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. a) Licensee may assign this License and its interest in the Licensed Premises 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. Licensor may assign its interest in the Property and this License upon written notice to Licensee, provided that such assignee assumes all of Licensor's obligations hereunder. This Section 8(a) does not authorize Licensor to 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 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 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 JeffCom- Jefferson County Coyle Road Tower and Building Sublicense Agreement (Public Works Radio) Page 5 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. 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 the Prime License, and 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 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 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 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. 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: 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 ]effCom- lefferson County Coyle Road Tower and Building Sublicense Agreement (Public Works Radio) Page 6 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: 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) 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 or 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 property interest. JeffCom- Jefferson County Coyle Road Tower and Building Sublicense Agreement (Public Works Radio) Page 7 c) The remedies given in this Section to the Parties shall be cumulative, and the exercise of one right or remedy shall not impair that Party's right to exercise any other right or remedy. NOTWITHSTANDING THE FOREGOING, each Party shall use reasonable efforts to mitigate its damages in connection with a Default by the other Party. d) In the event that the non - defaulting Party fails to exercise its rights under this License within sixty (60) calendar days following an event of Default, and the defaulting Party cures such Default, the non - defaulting Party shall not be entitled to pursue any further action against the defaulting Party for such cured Default. e) If either Party remedies the Default, the Default will be deemed cured and the full amount of the actual cost and reasonable expenses incurred by the non - defaulting Party shall immediately be due and payable by the defaulting Party to the non - defaulting Party, and the defaulting Party shall pay the non- defaulting 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. I) 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 from the Licensed Premises. 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 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 the Licensed Premises are 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 third party 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 Counties Risk Pool, a self- insured municipal risk pool ( "WCRP "). Licensee or its insurer will notify, the Licensor in writing not less than thirty (30) days in advance of any cancellation in coverage thereof. At a minimum, Licensee shall obtain Commercial General Liability Insurance including but not limited to, personal injury, broad form property damage, independent contractor, products /completed operations with limits not less than $2,000,000 per occurrence and $4,000,000 in the aggregate. b) Licensee shall furnish the Licensor with certificates of insurance ( "C01 ") prior to any work by JeffCom- Jefferson County Coyle Road Tower and Building Sublicense Agreement (Public Works Radio) Page 8 Licensee at the Property covering Licensee's Use of the Licensed Premises A and /or B as allowed by Section 6. Prior to commencing any testing, installation, repair or maintenance work on the Licensed Premises A and /or B, Licensee shall ensure that its sublicensee(s), contractors and /or subcontractors will provide Licensor with a COI evidencing the required insurance coverage. c) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION, Licensor shall have five (5) business days following its receipt of a COI to approve or reject such COI and insurance coverage provided by Licensee or its sublicensees, contractors and /or subcontractors. Failure by Licensor to provide Licensee with written rejection of any COI or the coverage provided by Licensee or its sublicensees, contractors and /or subcontractors within said five (5) day period shall be deemed approval by Licensor of such COI and coverage. d) The Licensee shall within 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 WCRP. Licensee confirms here that the self - insurance liability policy provided to it by the WCRP is occurrence based. e) The Licensee shall maintain Worker's Compensation coverage as required under the Washington State Industrial Insurance Act, Title 51 RCW for all Licensor's employees, agents, representatives and subcontractors who are eligible for such coverage under Title 51 RCW. f) The insurance Licensee is required to obtain and maintain pursuant to this License shall not in any manner limit or qualify the liabilities or obligations of the Licensee under this License. Nor shall it cap any liability of the Licensee if an injured third party is awarded costs, fees, including attorney's fees or other monetary damages due to an act or omission of the Licensee. g) The insurance Licensee is required to obtain and maintain pursuant to this License shall provide primary coverage. Any third party liability coverage provided to the Licensor by the Washington 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 Property or the Licensed Premises are destroyed or damaged so as, in Licensee's reasonable judgment, to hinder the effective use of the 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 Licensee, then Licensee must provide Licensor with no less than one (1) year's prior written notice of its IeffCom- Jefferson County Coyle Road Tower and Building Sublicense Agreement (Public Works Radio) Page 9 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, the 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 EnoQynaent. Subject to the representations and warranties contained in Section 2(b) of the Prime License, 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 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 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 Licensor's best knowledge, without duty to investigate, that as of the Effective Date, the Tower is in compliance with all applicable Laws, and Licensor further represents that the Tower will remain in compliance with all applicable Laws, guidelines, engineering specifications, and tower marking /lighting requirements of all government agencies, including but not limited to, the Federal Aviation Administration ( "FAA ") and the Federal Communications Commission ( "FCC "). 26) Miscellaneous. a) Each Party in any litigation arising hereunder shall pay its own attorneys' fees and court costs, including appeals, if any. leffCom- Jefferson County Coyle Road Tower and Building Sublicense Agreement (Public Works Radio) Page 10 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. f) This License will be recorded with the Jefferson County Auditor at Licensee's expense. g) This License shall be construed in accordance with the laws of the State Washington. The Parties warrant and represent to each other that they have had representation by legal counsel and /or have had the opportunity to be represented by legal counsel during all stages in the negotiation of this License. The Parties further agree that they have participated in the negotiating and drafting of this License and stipulate that this License shall not be construed more favorably with respect to either Party. h) If a deed of trust, mortgage or other encumbrance affects the Licensed Premises, Licensor shall obtain for Licensee's benefit, and for the benefit of Licensee's sublicensees (if applicable), a non - disturbance and attornment agreement in a form reasonably satisfactory to Licensee or such sublicensee, and containing the terms described below (the "Non- Disturbance Agreement "). The Non - Disturbance Agreement shall recognize Licensee's and sublicensee's right to remain in occupancy of and have access to the Licensed Premises as long as Licensee is not in default of this License beyond applicable notice and cure periods. The Non - Disturbance Agreement shall include the encumbering party's agreement that, if Licensor's successor -in- interest or any purchaser of Licensor's or its successor's interest (a "Purchaser ") acquires an ownership interest in the Property or the License, such Purchaser will (1) honor all of the terms of this License, (2) fulfill Licensor's obligations under the License, and (3) promptly cure all of the then - existing Licensor's defaults under the License. Such Non - Disturbance Agreement must be binding on all of Purchasers. In return for such Non - Disturbance Agreement, Licensee will execute an agreement for Licensor's benefit in which Licensee (1) confirms that this License and any sublicenses are subordinate to other real property interests in favor of Licensor, (2) agrees to attorn to a Purchaser if a Purchaser becomes the owner of the Property or the License; 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) "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. leffCom- Jefferson County Coyle Road Tower and Building Sublicense Agreement (Public Works Radio) Page 11 k) Licensor and Licensee agree that the Licensed Premises, including without limitation, the rights of way, 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. 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. Port Hadlock Tower License iii. Port Hadlock License and Use Agreement for JeffCom 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. 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: JeffCom Attn: Executive Director 81 Elkins Road Port Hadlock, WA 98339 khatton@icpsn 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 fi rel aw Ca) comcast.n et To Licensee: Jefferson County Monte Reinders, Public Works Director623 Sheridan St. Port Townsend, WA 98368 mreindprs@co.iefferson.wa.us with Copy to: County Administrator Jefferson County Courthouse PO Box 1220 1820 Jefferson St. Port Townsend, WA 98368 nmorley(a)co,jefferson wa us JeffCom - Jefferson County Coyle Road Tower and Building Sublicense Agreement (Public Works Radio) Page 12 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 Licensee's Equipment - Tower Equipment Exhibit B Licensee's Equipment- Building Equipment Exhibit Prime License IN WITNESS WHEREOF, Licensor and Licensee have executed this License as of the Effective Date. Licensor: JEFFCOM by: Date: IC% Karl Hatton its: Executive Director Licensee: JEFFERSON COUNTY Date: John Austin it 2unty Commissioner District #3 Approved as to only e crson o. Prosecutor's O David Alvarez, Chief Civil D Licensee: JEFFERSON COUNTY by: J4 Date: ' / /2✓ I `{ hi ip J ns its: County Commissioner District #1 Licensee: JEFFERSON COUNTY by: ate: r f 2 David Sullivan its: County Commissioner District #2 JeffCom- Jefferson County Coyle Road Tower and Building Sublicense Agreement (Public Works Radio) Page 13 V�/tU Bi`SdF7 ':� %6 �3'7lfiQQ�. r Y s?q! NOTARY BLOCK- JeffCom STATE OF WASHINGTON SS. COUNTY OF JEFFERSON I certify that I know or have satisfactory evidence that Karl Hatton is the person who appeared before me, and he acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as the Executive Director of JeffCom, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. DATED: VG i . Notary Seal i STATE OF WASHINGTON COUNTY OF JEFFERSON O Signat re o ) —F ,ck-�' Notary Public in and for the State o Whington My appointment expires: NOTARY BLOCK - Jefferson County SS. I certify that I know or have satisfactory evidence that Phillip Johnson is the person who appeared before me, and he acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as County Commissioner District #1 of Jefferson County to be the free and volunt ry ac of such party for the uses and purposes mentioned in the instrument. Dated: '0T A N.x�y �+ r0TAR F J. y r�r AA, (Signature of otary) /x Notary Public in and for the S e of / Washington My appointment expires: leffCom- Jefferson County Coyle Road Tower and Building Sublicense Agreement (Public Works Radio) Page 14 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 su5h party for the uses and purposes mentioned in the instrument. DATED: f(� ;7 4 rtf uti/V (Signature of • GLi�f �� 7 q4 G �tn Nil.? is p= S Notary Public in and for the State of W shing j_, /11 0 4% _r� ,i My appointment expires: �? Ii.. WASNt"f'_,: NOTARY BLOCK - Jefferson County STATE OF WASHINGTON SS. COUNTY OF JEFFERSON I certify that I know or have satisfactory evidence that John Austin is the person who appeared before me, and he acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as the County Commissioner District #3 of Jefferson County to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: � Z 1,11 z .w.. „,�N„ 0 M� ZZ or ca z a (Signature of ota( j a�aa �etic s Is Al Al Notary Public in and for the State of Was 'ng_tpn My appointment expires: 2 d� JeffCom- Jefferson County Coyle Road Tower and Building Sublicense Agreement (Public Works Radio) Page 15 EXHIBIT A LICENSEE'S EQUIPMENT - TOWER EQUIPMENT Licensee's Equipment permitted upon the Tower is set forth in the table below: Antennas Qjy T )fig Twe Dimensions LoMcattion 1 VHF I Sinclair Whip 21' 1 NE Leg </=80' Cabline LICENSED FREQUENCIES The frequencies Licensee may use to operate Licensee's Equipment at and upon the Licensed Premises shall consist of no more than the following frequencies unless otherwise approved, in writing, by Licensor: Transmit Fregilencies 154.115 Receive Frequencies 155.055 leffCom- Jefferson County Coyle Road Tower and Building Sublicense Agreement (Public Works Radio) Page 16 EXHIBIT B LICENSEE'S EQUIPMENT - BUILDING EQUIPMENT Licensee's use within the Building located at 8640 Coyle Road, Quilcene, WA 98376 shall be limited to the following portions of the Licensed Premises: 1. Licensee shall have dedicated rack space as follows: a. Three (3) consecutive rack units in a server rack provided by Licensor for use by Licensee for its radio. b. Twenty -one (21) consecutive rack units in a server rack provided by Licensor for use by Licensee for its duplexer. c. Each rack unit equals one and three quarters (1 3/4) inches in height and running the width and depth of the rack. The specified rack units shall be located together on the same rack. 2. Licensee shall have shared access to such conduits, cable ladders, shelter cable entry ports, etc. as is reasonably necessary for the installation and operation of the Licensed Premises, to be approved in writing by Licensor prior to installation or any modification. 3. Licensee's use of the entry ports into the Building shall be as currently configured. Any modified use of the entry ports shall require prior written approval of Licensor. leffCom- Jefferson County Coyle Road Tower and Building Sublicense Agreement (Public Works Radio) Page 17 EXHIBIT C PRIME LICENSE [SEE ATTACHED] )effCom- Jefferson County Coyle Road Tower and Building Sublicense Agreement (Public Works Radio) Page 18 JEFFERSON COUNTY BOARD OF COUNTY COMMISSIONERS CONSENT AGENDA REQUEST TO: Board of County Commissioners FROM: Philip Morley, County Administrator DATE: November 24, 2014 44 RE: 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; $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 10/1/' 12- 12/31/' 15; plus four reciprocal agreements to allow one another to operate communications equipment on each other's tower(s): • Port Hadlock Tower License, licensing JeffCom to operate and access communications equipment on the County's Port Hadlock Tower, for a term of 20 years from execution; • Port Townsend Tower Sublicense; licensing the County to operate and access communications equipment on JeffCom's Tower at Fire Station 16 in Port Townsend, for a term of 20 years from execution; • Coyle Road Real Property License, selling to JeffCom the County's interest in the tower on Coyle Road, and licensing JeffCom to use property the County owns or controls, for a term of 50 years from execution; • Coyle Road Tower and Building Sublicense, licensing the County to operate and access communications equipment on the Coyle Tower once it is owned by JeffCom, for a term of 50 years from execution. ANALYSIS: These five agreements are the product of extensive negotiation between JeffCom and the County starting in 2012. From 2012 until now, the Board of County Commissioners has been periodically consulted with and provided guidance for the negotiations. Most recently the Board reviewed all five agreements at its meeting on November 3, 2014. JeffCom has approved the agreements, and they have passed county risk and legal reviews. FISCAL IMPACT: Summary of County /JeffCom Agreements Office Use & License Expires JeffCom County Net in Agreement Station 16 Tower Sublicense paysto paysto 2014* County JeffCom Office Use & License 12/31/2015 $ 40,903 $ 40,903 Tower Agreements Expires JeffCom County Net per 20 yrs $ 12,000 Station 16 Tower Sublicense paysto paysto year ** County JeffCom Coyle Tower Sale & License 50 yrs $ 3,500 Plus $1 sale Coyle Tower Sublicense 50 yrs $ 3,500 Hadlock Tower License 20 yrs $ 12,000 Station 16 Tower Sublicense 20 yrs $ 12,000 subttl Towers: $ 15,500 $ 15,500 $ 0 * 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 REVIEWED BY: hilip M rl , County n trator le12Y Date CONTRACT REVIEW FORM CONTRACT WITH: Jeffcom and Jefferson CONTRACT FOR: Coyle Rd Tower & Building Sublicense TERM: Agreement (Public Works Radio) COUNTY DEPARTMENT: For More Information Contact: Contact Phone #: RETURN TO: MA 1111" Revenue: Expenditure: Matching Funds Required: Sources(s) of Matching Funds Step 1: REVIEW BY Review by: Date Reviewed: APPROVED FORM Comments A S -6:'e Step 2: REVIEW BY Review by: Date Reviewed: APPROVED AS TO FORM Commen RETURN BY: Ili 40 23� PROCESS: Exempt from Bid Process Consultant Selection Process Cooperative Purchase Competitive Sealed Bid Small Works Roster Vendor List Bid RFP or RFQ Other i1/// Returned for revision (See Comments) it — tIri — x-"17 - 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.) 584107 PGS : G MEMO 06/02/2014 01:35 An $77.00 KARL HATTON 'efferson County WA Auditor's Office - Donna Eldridge, Auditor Bill BlF1RA kE1IIll FILED AT THE REQUEST OF; AFTER RECORDING, RETURN TO JeffGom 81 Elkins Road Port Hadlock, WA 98339 DOCUMENT TITLE: MEMORANDUM OF PORT TOWNSEND REAL PROPERTY LICENSE REFERENCE #S OF DOCS ASSIGNED OR RELEASED: N/A GRANTOR: JEFFERSON COUNTY FIRE PROTECTION DISTRICT #1, d /b /a East Jefferson Fire Rescue GRANTEE: JEFFCOM ABBREV. LEGAL DESCRIPTION: Block Z, Lots 1, 3 and 5 in the Plat of Kuhn's Ranch, as recorded in Volume 2, Page 26, SE Quarter of Section 2, Township 30 North, Range 1 West, W,M., Jefferson County, WA (See Page 4 for full description) APN: 965 703 001 and 965 703 003 This Memorandum of Port Townsend Real Property License is entered into on this 22nd day of May, 2014 by and between JEFFERSON COUNTY FIRE PROTECTION DISTRICT #1, d /b /a East Jefferson Fire Rescue, with its principal offices located at 40 Seton Road, Suite A, Port Townsend, WA 98368 ( "Licensor "), and JEFFCOM, an inter -local government agency created by Jefferson County, the City of Port Townsend and Jefferson County Fire Districts 1 through 5, with an office located. at 81 Elkins Road, Port Hadlock, WA 98339 ( "Licensee "). Licensor and Licensee entered into the Port Townsend Real Property License with the Effective Date of the 22nd day of May, 2014 ( "License'), for the purpose of installing, operating and maintaining a radio communications facility and other improvements on a portion of Licensor's Property ("Licensed Premises "). All of the foregoing is set forth in the License, The License has a Term of Fifty (50) years commencing on the Effective Date and ending on the last day of the Term, unlessheld over by Licensee on an annual basis thereafter. Licensors Property is legally described in Fxhibit A attached hereto. The Licensed Premises Address is: 701 Harrison Street, Port Townsend, WA 98368, and is further described and depicted in Exhibit 8 attached hereto. The Easements are described in Exhibit B -1 attached hereto. This Memorandum of Port Townsend Real Property License is for recording purposes only and is not binding, nor does it reflect the terms and conditions of the License. All defined terms used herein have the same meaning as defined in the License. The duplicate and original copies of the License are held at the Licensor's and Licensee's addresses set forth above. This Memorandum of Port Townsend Real Property License may be executed in duplicate counterparts, each of which shall be deemed an original. IN WITNESS WHEREOF, the Patties have executed this Memorandum of Port Townsend Real Property License as of the day and year first above written. Licensor: I licensee: its: Elm Chtei JEFFCOM by: U Date :.. Kahl Hatton . =k i l -na NOTARY BLOCK - E JFR STATE OF WASHINGTON SS. COUNTY OF JEFFERSON I. certify that I kww or have satisfactory evidence that (jgrdon Potnerov 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 Hm Chle of igtferson Can= fire Prmtecxfon District ff .., d &ta fag %H'ersoa Fire Rescue to be the free and voluntary act of such Party for the uses and purposes mentioned in the instrument Dated: &�Z I+iotary Pubite slate d W 40mo LON93ETH M. HAIZ81SON Wf CoMwSSION EXPIRES June 27, 2015 STATE OF WASHINGTON COUNTY OF JEFFERSON (Signilture of No") Notary Public in and for the State of Washington My appointment expires: NOTARY BLOCK JeffCom SS. I certify that I know or have satisfactory evidence that Kart Hatten 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 E}potive Dire t3mr of JeffCom to be the free and voluntary act of such Party for the uses and purposes mentioned in the instrument. DATED: LOONIBEi'H M. H6Ri3 MY GOWISSION i?)!I Jtlrte 27, 2015 (Signs of Notary) Notary public in and for the State of Washington My appointment expires: 4-0111 EXHIBIT A LEGAL DESCRIPTION OF LICENSOR'S PROPERTY Licensors Property is described as Mock Z, Lots 1, 3 and 5 in the plat of:Kuhn's Ranch as recorded in Volume 2, Page 26, within the southeast quarter of Section Z, Township 3O North, Range 1 West, W. M., records of Jefferson County, Washington, Jefferson County Assessor Tax Parcel Nos. 965- 703 -001 and 965 -703 -003. Licensors Property is depicted in the survey recorded in Jefferson County under Auditor's File Number 472770. Note: The drawing below is not to scale. EXHIBIT B LICENSED PREMISES. a et � xi • as m it EXHIBIT B -1 EASEMENTS Licensor grants to Licensee the following Easements: Easement for ingress, egress and parldrig: An Easement for ingress, egress, through the existing parking lot or along the east side of the building. Licensor also grants to Licensee the use of one (1J parking space on an as- available basis. Access to the Licensed Premises shall not be blocked at any time. Utilities Easement: A non- exclusive Easement for utilities along, over, or under portions of the Property for the provisioning of utilities to and from the Licensed Premises, power meter, telecommunications vaults or panels, including the use of conduits, trenches, or overhead areas, or other locations inside or outside the Licensed Premises as is necessary In Licensee's reasonable discretion to operate, maintain, upgrade, or otherwise use the Licensed Premises. Port Townsend Real Property License Between Jefferson County Fire Protection District #1, d /b /a East Jefferson Fire Rescue And JeffCom JeffCom -EJFR Real Properly License - Executable Page 1 Port Townsend Real Property License This Port Townsend Real Property License ( "License ") is made this 2Z day of 2014 (Effective Date), by and between JEFFERSON COUNTY FIRE PROTECTION DISTRICT #1, d /t Jefferson Fire Rescue, with its principal offices located at 40 Seton Road, Suite A, Port Townsend, WA 98368 ( "Licensor ") and JEFFCOM, an interlocai government agency created by Jefferson County, the City of Port Townsend and Jefferson County Fire Districts 1 through 5, with an office located at 81 Elkins Road, Port Hadlock, WA 98339 ( "Licensee" or "JeffCom "). The Licensor and Licensee are at times referred to herein collectively as the "Parties" or individually as a "Party." WHEREAS, Licensor and The City of Port Townsend (the "City's are parties to that certain "Interlocal Agreement' with an effective date of January 1, 2007, as subsequently amended on December 7, 2010, and recorded on February 10, 2011, in the official records of Jefferson County, Washington., under Auditor's File No. 557963, as described in Attachment B - Interlocal Agreement, attached hereto and incorporated herein; and WHEREAS, on November 21, 2006, in connection with such Interlocal Agreement, Licensor and the City entered into that certain "Lease Agreement for Fire Halt' pursuant to which Licensor leased from the City that certain real property located at 701 and 72S Harrison Street, Port Townsend, WA 98368, consisting of Lots 1 and 3 to the plat of Kuhn's Ranch, upon which the Port Townsend Fire Station . is situated, along with Lot Sin the plat of Kuhn's Ranch, upon which the communications tower and compound is situated (the "Property"); and WHEREAS, on November 16, 2010, Licensor, Jefferson County, a municipal corporation, through JeffCom, and the City; entered into that certain "Agreement for Fire Halt Communications Tower" that was recorded on February 3, 2011, in the official records of Jefferson County, Washington, under Auditor's File No. 557784, as described in Attachment C - Agreement for Fire Hall Communications Tower, attached hereto and incorporated herein, pursuant to which the City sold certain equipment and attachments including, but not limited to, the existing communications tower ( "Tower') located on the Property to Licensee; and WHEREAS, on September 27, 2011, the City executed that certain "Quit Claim Deed - Lou 1 and 3" that was recorded on October 6, 2011, in the official records of Jefferson County, Washington, under Auditor's File No. 562737, as described in Attachment D - Quit Claim Deed - Lots 1 and 3, attached hereto and incorporated herein, pursuant to which the City transferred to Licensor all right, title and interest in and to the real property upon which the Port Townsend Fire Station is situated; and WHEREAS, on October 20, 2011, the City executed that certain "Quit Claim Deed- Lot S" that was recorded on October 28, 2011, in the official records of Jefferson County, Washington, under Auditor's File No. 563187, as described in Attachment E - Quit Claim Deed - Lot 5, attached hereto and incorporated herein, pursuantto which. the City transferred to Licensor all right, title and interest in and to the real property upon which the Tower is situated; and WHEREAS, pursuant to the terms of the December 7, 2010 amendment to the Interlocal Agreement, the Lease Agreement for Fire Nall terminated as of the recording dates of the Quit Claim Deeds referenced in the previous two recitals; and WHEREAS, the Parties have not heretofore executed a ground license agreement to perfect Licensee's right to operate the Tower on the Property; and WHEREAS, Licensor desires to license to Licensee, and Licensee desires to license from Licensor a portion of Licensor's 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 JdJCom -EJFR Real Property License - Executable Page 2 WHEREAS, Licensee intends to sublicense portions of the Licensed Premises and to convey a portion of the rights of the Licensee, within this License, to its sublicensee(s) without the necessity of consent by or authorization from Licensor. 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: 1) Incorporation of ore- exicting_jicensee rights: the Parties are subject to that certain Interlocal Agreement attached hereto as Attachment B and that certain Agreement for Fire Hall Communications Tower attached hereto as Attachment C. The terms of the Agreement for Fire Hall Communications Tower and the Interlocal Agreement shall prevail in the event of any conflict of terms or operation between the those agreements and this License. a) The Parties acknowledge that they have read the terms and conditions of the Interlocal Agreement and the Agreement for Fire Hall Communications Tower. 2) licensed Premises. Licensor hereby licenses to Licensee a portion of Licensor's Property hereinafter referred to as the "Licensed Premises" which is more particularly described on Exhibit B - Licensed Premises attached hereto and incorporated herein, as well as non - exclusive ingress, egress, parking and utility access easements (collectively, the "Easements ") described on Exhibit B -1 - Easements attached hereto and incorporated herein. 3) Ilse of Licensed Premises, Subject to the terms and conditions of this License, Licensee shall use the Licensed Premises 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 (collectively the "Licensee's Equipment ") installed and operated on the Licensed Premises by Licensee for Licensee's sole use shall be at Licensee's sole expense, and 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 exhibit attached hereto, at any time during the Term or any Holdover Term provided such modifications or additions are within the scope of this License. a) Utility Easements. Licensor agrees to sign documents or grant easements as may be required by any Utility company (public or private) to provide service to the Licensed Premises, including the grant to Licensee or to the servicing utility company, of an easement in, over, across or through Licensor's Property as required by such servicing utility company (public or private) to provide utility services as provided herein. Licensor shall not charge any fee to Licensee for signing documents or granting of easements pursuant to this Section 3(a). b) Governmental Approvals. It is understood and agreed that Licensee's ability to use the Licensed Premises 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 with respect to the proposed use thereof by Licensee, (ii) Licensee's use of the nonexclusive Easements seven (7) days a week, twenty four (24) hours a day over and across the Property. leMom -EIFR Real Property License - Executable Page 3 c) Authorized Personnel. Only those employees, engineers, service technicians, contractors., subcontractors, agents, or persons under their direct supervision and control, whom Licensee shall have previously designated to Licensor in writing as Licensee's authorized personnel, shall be permitted to enter the Licensed Premises. Licensee shall have full responsibility and liability for the safety and conduct of Licensee's authorized personnel while on any part of the Licensed Premises. All work performed by or for Licensee within the Licensed Premises shall be performed at Licensee's expense by authorized personnel. Licensee agrees that Licensor shall bear no responsibility or liability for the conduct or safety of any of Licensee's authorized personnel while on any part of the Licensed Premises. 4) Term. 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 Parry 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 Tenn(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 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) gent, The Rent for the first (lit) year of the Term shall be One Thousand Dollars ($1,000.00) per year ( "Rent") to be paid within thirty (30) calendar days of the Effective Date. a) Escalation. Beginning with the second (2rd) year of the Term, and every year thereafter, the Rent shall increase by three percent (3 %) over the preceding year's Rent Each annual Rent 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 Rent shall increase by three percent (3 %) over the Rent 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 Rent 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 Rent 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 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 JenCom -E1FR Real Property License - Executable - Page 4 7) Payment Address and Method of Paym n . Rent and any Additional Payment(s) are to be clearly identified as "Port Townsend Real Property License Payment(s)' and mailed to: East Jefferson Fire Rescue 40 Seton Street, Suite A 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 Rent 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. a) Licensee may, in its sole discretion and without notice to or consent by Licensor, assign or sublet this License, and all or any portion of the Licensed Premises, Licensee's Equipment, and /or any of Licensee's improvements on the Licensed Premises to Jefferson County or any other governmental entity provided such entity's use is consistent with this License. To the extent required under the terms of Attachment C — Agreement for Fire HaH Communications Tower, Licensor hereby confirms its consent to assignment and/or subleasing by Licensee pursuant to this Section 8(a). b) Licensee may, with Licensor's prior written consent, which shall not be unreasonably withheld, delayed, denied or conditioned, assign or sublet this License, and all or any portion of the Licensed Premises, Licensee's Equipment, and /or any of Licensee's improvements on the Licensed Premises to any other party provided that such assignee's /sublicensee's use is consistent with this License. provider. c) To the extent required under the terms of Attachment C, the City of Port Townsend consents to assignment and/or subleasing by Licensee, as evidenced by the Consent attached hereto and incorporated herein as Attachment F — Consent to Assignment and Sublease. d) Any sublicense that is entered into by Licensee shall be subject to the provisions of this License. Any permitted 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. e) Licensor may assign its interest in the 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, at Licensee's sole expense, 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) compliance with all Governmental Approvals including but not limited to all permits, local, state and federal, and FAA and FCC and tower painting, marking and lighting. 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. Licensee shall not be obligated to remove footings, foundations and conduits. 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 JeffCom -EJFR Real Property License - Executable Page 5 Easements granted to Licensee under this License shall continue during the Removal Period (defined below) as necessary for Licensee to remove Licensee's Equipment and personal property from the Licensed Premises. 11) Successors and Assigns. This License shall run with the Property and Easements. This License shall be binding upon and inure to the benefit of the Parties, their respective successors, personal representatives and assigns, and sublicensee(s). 12) Subordination. This License is and shall be subordinate to all mortgages which may now or hereafter be secured upon the Property, Easements or the Licensed Premises and to any and all renewals, modifications, consolidations, replacements and extensions thereof. 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 Licensors current or future tenants on the 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 acknowledge that there will not be an adequate remedy at law for noncompliance with the provisions of this Section, and therefore 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 thirty (30) 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 Rent. 16) Breach. In the event there is a Breach by either Party under this License, the non - breaching Parry shall give the breaching Party written notice of such Breach in the manner set forth in Section 27 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 Rent, 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 with Section 27 below, the breaching Parry 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 JKfCom -EJFR Real Property License - Executable Page 6 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 Parry 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 timeframes set forth above shall result in a "Default" under this License. In the event of a Default, the non - defaulting Party shall deliver written notice of such Default to the defaulting Party, and the following shall apply: a) Licensee's Remedies. In the event of a Default by Licensee, Licensor may, but shall not be required to, pursue all or any of the following remedies: i. Terminate this License without further liability, subject to the provisions of this License, and ii. Make any payment required of Licensee herein or comply with any term, covenant or condition required hereunder to be performed by Licensee, including obtaining reasonably required insurance policies, and iii. Pursue any other rights and remedies available at Law or in equity, subject to the provisions of this License. b) Licensee's Remedies. In the event of a Default by Licensor, Licensee may, but shall not be required to, pursue all or any of the following remedies: i. Terminate this License without further liability, subject to the provisions of this License, and ii. Make any payment required of Licensor herein or comply with any term, covenant or condition required hereunder to be performed by Licensor, including obtaining reasonably required insurance policies, and iii. Pursue any other rights and remedies available at Law or in equity, subject to the provisions of this License, and iv. Cure any defaults in the payment of any mortgage or other real property interest encumbering the Licensed Premises or 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 property 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 Parry'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. JeffCom -EJFR Real Property License - Executable Page 7 d) In the event that the non- defaulting Parry 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 performs any of the other Party's obligations hereunder, 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 Rent 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 Parry. 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 not including footings, foundations and conduits, if applicable. 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 Licensees 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 Rent to Licensor at the then - current monthly rate until such time as the Licensee's Equipment is removed and the Property is restored as provided herein. Any partial months shall be prorated. 20) Insurance. Unless otherwise mutually agreed to by the Parties: Licensor and Licensee, and any sublicensee(s) of either Party, shall provide and carry the following insurance or equivalent thereto: liability and property financial protection insurance covering each Party's respective use of the Property. At a minimum, each Party 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 $2,000,000 in the aggregate; auto insurance, including comprehensive and collision coverage at replacement cost, and liability coverage with a minimum policy limit of $2,000,000 per occurrence. The Parties may satisfy this requirement through the Washington Cities Insurance Authority, a self - insured municipal risk pool. Each Party or its insurer will notify the other Party in writing not less than thirty (30) days in advance of any cancellation in coverage thereof. a) Certificates of Insurance. Licensee shall furnish the Licensor with certificates of insurance ( "COP') prior to any work by Licensee at the Property covering Licensee's Use of the Licensed Premises as allowed by Section 3 - Use. 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 C01 evidencing the required insurance coverage. Licensor shall have five (S) business days following its receipt of a COI to reject such COI and insurance coverage provided by Licensee or its sublicensees, contractors and /or subcontractors. 7cffCom -EJFR Real Property License - Exectaable Page 8 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 an approval by Licensor of such COI and coverage. b) Waiver of Subrogation. Licensor and Licensee release each other and their respective principals, employees, contractors and /or subcontractors, representatives and agents, from any claims for damage to any person or to the Licensed Premises, Shared Premises or Property, and each Party's respective equipment and personal property located thereon, caused by, or that results from, risks insured against under any insurance policies carried by the Parties and in force at the time of any such damage. Licensor and Licensee shall cause each insurance policy obtained by them to provide that the insurance company waives all right of recovery by way of subrogation against the other in connection with any damage covered by any policy. Neither Party shall be liable to the other for any damage caused by fire or any of the risks insured against under any insurance policy required by this Section. 21) D action of Licensed Premises. If the Property or the Licensed Premises are destroyed or damaged so as, in Licensee's reasonable judgment, to hinder the effective use of the 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 Rent 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 23) Hold Harmless. Licensee shall indemnify, defend and hold Licensor, its affiliates, subsidiaries, directors, officers, employees and contractors, harmless from and against any claim, action, damages, liability, loss, cost or expense (including reasonable attorney's fees and costs), resulting from or arising out of the use, acts, omission, or occupancy of the Property, the Licensed Premises, the Easements, or rights -of -way by Licensee 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 Licensor and /or any of its contractors, subcontractors, agents, employees or invitees. It is further specifically and expressly understood that the indemnification provided herein constitutes Licensee's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the Parties. The provisions of this section shall survive the expiration or termination of this Agreement. 24) Title and Quiet njoym n . Licensor warrants that it has full right, power, and authority to execute this License and has good and unencumbered fee simple title to the Licensed Premises free and clear of any liens or mortgages. Licensor also warrants that the Licensed Premises constitutes a legal lot that maybe licensed without the need for any subdivision or platting approval. 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, Je£ECom -EJFR Real Property License - Executable Page 9 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 written notice to Licensor. 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 written notice to Licensor. c) Licensor represents and warrants to Licensee that Hazardous Substances (as defined below) have not been generated, stored, or disposed of on the Property, the Licensed Premises or the Easements nor have Hazardous Substances been transported to or over the Property, the Licensed Premises or the Easements. Licensor further represents and warrants to Licensee that Licensor will not nor will Licensor allow any other party to, generate, store, dispose or transport any Hazardous Substances on, to, from or over the Property, the Licensed Premises or the Easements. "Hazardous Substances" shall be interpreted broadly to mean any substance or material defined or designated as hazardous or toxic waste, hazardous or toxic material, hazardous or toxic or radioactive substance, or other similar term by any federal, state or local environmental Law, regulation or rule presently in effect or promulgated in the future, as such Laws, regulations or rules may be amended from time to time; and it shall be interpreted to include, but not be limited to, any substance that, after release into the environment, will or may reasonably be anticipated to cause sickness, death or disease. Licensee will hold Licensor harmless from and indemnify Licensor against and from any damage, loss, expenses or liability resulting from Hazardous Substances 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 Hazardous Substances 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 to Licensor. 25) Right of First Refusal, The Parties acknowledge that, pursuant to Section 4E of Attachment C - Agreement for Fire Hall Communications Tower, Licensor holds a Right of First Refusal to purchase the Tower in the event Licensee decides to sell the Tower at some point in the future. The Parties shall follow the notification and other terms and conditions specified in said Section 4E. 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. c) This License constitutes the entire agreement and understanding of the Parties, and supersedes all offers, negotiations, interlocal agreements or amendments and other agreements between the JefiCom -EJFR Real Property License - Executable Page 10 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 Parry shall be fully responsible for any fee(s) due, and shall hold the other Party harmless from any claim for compensation by such other Parry. 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. Concurrently with the execution of this License, Licensor agrees to execute a memorandum of this License in the form attached hereto as Attachment A — Memorandum of Port Townsend Real Property License. The date and other information set forth in the Memorandum of Port Townsend Real Property License is for recording purposes only and bears no reference to the terms and conditions of this License. f) This License shall be construed in accordance with the Laws of the State Washington. The Parties agree that the venue of any legal action brought under the terms of this License shall be Jefferson County Superior Court. The only remedies available to the Parties are those contained herein, regardless of any conflict of laws, including, without limitation, those contained in Chapter 59 of the Revised Code of Washington. g) The Parties warrant and represent to each other that they have had representation by legal counsel and /or have had the opportunity to be represented by legal counsel during all stages in the negotiation of this License. The Parties further agree that they have participated in the negotiating and drafting of this License and stipulate that this License shall not be construed more favorably with respect to either Party. h) If a deed of trust, mortgage or other encumbrance affects the Licensed Premises, Licensor shall obtain for Licensee's benefit, and for the benefit of Licensee's sublicensees (if applicable), a non - disturbance and attornment agreement in a form reasonably satisfactory to Licensee or such sublicensee, and containing the terms described below (the "Non- Disturbance Agreement"). The Non - Disturbance Agreement shall recognize Licensees 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 Property or the Easements, such Purchaser will (1) honor all of the terms of this License, (2) fulfill Licensor's obligations under the License, and (3) promptly cure all of the then- existing Licensor's defaults under the License. Such Non - Disturbance Agreement must be binding on all of Purchasers. In return for such Non - Disturbance Agreement, Licensee will execute an agreement for Licensor's benefit in which Licensee (1) confirms that this License and any 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 Property or the Easements; 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) "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. SeffCom -ENR Real Property License - Executable Page 11 k) Licensor and Licensee agree that the Licensed Premises, including without limitation, the Easements, may be shown on construction drawings prepared by a licensed engineer, at Licensee's expense for Licensee's Equipment to be located within the Licensed Premises. 1) This License may be executed in duplicate counterparts, each of which shall be deemed original. m) Time is of the essence in each and every provision of this License. n) 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. 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 Parry may specify to the other, in writing, at least ten (10) business days prior to such notice being given): To Licensor: East Jefferson Fire Rescue Attn: Fire Chief 40 Seton Street, Suite A Port Townsend, WA 98368 with Copy to: Brian Snore 612 S. 2271h St Des Moines, WA 98198 (206) B24 -5630 Brian(&snurelaw.com To Licensee: JeffCom Attn: Director 81 Elkins Road Port Hadlock, WA 98339 with Copy to: Joseph F. Quinn, Attorney at Law 20 Forest Glen Lane SW Lakewood, WA 98498 -5306 Office Tel.: 2S3 858 -3226 Cell: 253 576 -3232 email: firelaw0comcast.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 Exhibit A -1 Exhibit B Exhibit B -1 Attachment A Attachment B Attachment C Attachment D Attachment E Attachment F Legal Description of Licensor's Property Communications Facility Area Licensed Premises Easements Memorandum of Port Townsend Real Property License Interlocal Agreement Agreement for Fire Hall Communications Tower Quit Claim Deed - Lots 1 and 3 Quit Claim Deed - Lot 5 Consent to Assignment and Sublease ]eHCom -EWR Real Property License - Executable Page 12 IN WITNESS WHEREOF, Licensor and Licensee have executed this License as of the Effective Date. Licensor: JEFFERSON COUNTY FIRE PROTECTION DISTRICT ##1, d/b/ Fire Rescue Date: ord m 7L /�� its•. Fire Cbie f Licensee: JEFFCOM by Karl Hatton its: Executive Director [NOTARYACKNOWLEDGEMENTS APPEAR ON NEXT PAGE] JefiCom-FM Real Property License - Executable Page 13 NOTARY BLOCK - EJFR STATE OF WASHINGTON SS. COUNTY OF JEFFERSON I certify that I know or have satisfactory evidence that Gordan Pomeroy is the person who appeared before me, and he acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument, and acknowledged it as Fire C of Jefferson County Fire Protection District #1. d /b /a East lWerson Fire Rescue to be the free and voluntary act of such Party for the uses and purposes mentioned in the instrument. Dated: (Signature f Notary) Notary Public in and for the ,S,tatj,of,Washington My appointment expires: ! as2 /." _ NOTARY BLOCK - JeffCom STATE OF WASHINGTON SS. COUNTY OF JEFFERSON I certify that I know or have satisfactory evidence that Karl Hatton is the person who appeared before me, and he acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument, and acknowledged it as the Executive Director of leffCom to be the free and voluntary act of such Party for the uses and purposes mentioned in the instrument DATED: �� tv*F ,., .r� yr, ff .14 0 y 's•= d ' L ` Notary Public in and for Ile ..tote IMhington My appointment expires: JeffCom -ERR Real Property License - Executable Page 14 EXHIBIT A LEGAL DESCRIPTION OF LICENSOR'S PROPERTY Licensor's Property is described as Block Z, Lots 1, 3 and 5 in the plat of Kuhn's Ranch as recorded in Volume 2, Page 26, within the southeast quarter of Section 2, Township 30 North, Range 1 West, W. M., records of Jefferson County, Washington, Jefferson County Assessor Tax Parcel Nos. 965- 703 -001 and 965- 703 -003, as shown in the survey drawing below. -j�.j ": k£ ! ioo.�'s -` ff - Y[•S�r4w��d+19�RT1 �' Ve. �' ljy �x i 'x M9Li ` 3 J Jlr � yea Iliad if I k.. { 9 �I l f� PMV, Z 00 e' ;g0 5 4 I� R r i JeffCom -EJFR Real Property License - Executable Page 15 Fire Station Building EXHIBIT B LICENSED PREMISES Parking Parking FAA jIf /li .� Parking rvorr: a, a�menz,are,. ware�*e�xs a..a orle ,x no.sare approximaxe. 1eifCom9l l Area Tawer Sasa ice Bridge IeffCom -EIFR Real Property License - Executable Page 16 EXHIBIT B -1 EASEMENTS Licensor grants to Licensee the following Easements: Easement for ingress, egress and parking: An Easement for ingress, egress, through the existing parking lot or along the east side of the building. Licensor also grants to Licensee the use of one (1) parking space on Utilities Easement: A non - exclusive Easement for utilities along, over, or under portions of the Property for the provisioning of utilities to and from the Licensed Premises, power meter, telecommunications vaults or panels, including the use of conduits, trenches, or overhead areas, or other locations inside or outside the Licensed Premises as is necessary in Licensee's reasonable discretion to operate, maintain, upgrade, or otherwise use the Licensed Premises. JeffCom -FJFR Real Property License - Executable Page 17 ATTACHMENT A MEMORANDUM OF PORT TOWNSEND REAL PROPERTY LICENSE (See Attached) JeffCom -FJFR Real Property License - Executable Page 18 FILED AT THE REQUEST OF; AFTER RECORDING, RETURN TO: JeffCom 81 Elkins Road Port Hadlock, WA 98339 DOCUMENT TITLE: MEMORANDUM OF PORT TOWNSEND REAL PROPERTY LICENSE REFERENCE #S OF DOCS ASSIGNED OR RELEASED: N/A GRANTOR: JEFFERSON COUNTY FIRE PROTECTION DISTRICT #1, d /b /a East Jefferson Fire Rescue GRANTEE:JEFFCOM ABBREV. LEGAL DESCRIPTION: Block Z, Lot 5 in the Plat of Kuhn's Ranch, as recorded in Volume 2, Page 26, SE Quarter of Section 2, Township 30 North, Range 1 West, W.M., Jefferson County, WA (See Page 3 for full description) APN: 965 703 001 and 965 703 003 This Memorandum of Port Townsend Real Property License is entered into on this day of . 2014 by and between JEFFERSON COUNTY FIRE PROTECTION DISTRICT #1, d /b /a East Jefferson Fire Rescue, with its principal offices located at 40 Seton Road, Suite A, Port Townsend, WA 98368 ( "Licensor'), and JEFFCOM, an inter -local government agency created by Jefferson County, the City of Port Townsend and Jefferson County Fire Districts 1 through 5, with an office located at 81 Elkins Road, Port Hadlockc, WA 98339 ( "Licensee "). Licensor and Licensee entered into the Port Townsend Real Property License with the Effective Date of the day of 2014 ( "License'), for the purpose of installing, operating and maintaining a radio communications facility and other improvements on a portion of Licensor's Property ( "Licensed Premises "). All of the foregoing is set forth in the License. The License has a Term of Fifty (SO) years commencing on the Effective Date and ending on the last day of the Term, unless held over by Licensee on an annual basis thereafter. Licensor's Property is legally described in Exhibit .A attached hereto. The Licensed Premises Address is: 701 Harrison Street, Port Townsend, WA 98368, and is further described and depicted in Exhibit .& attached hereto. The Easements are described in Exhibit B -1 attached hereto. This Memorandum of Port Townsend Real Property License is for recording purposes only and is not binding, nor does it reflect the terms and conditions of the License. All defined terms used herein have the same meaning as defined in the License. The duplicate and original copies of the License are held at the Licensor's and Licensee's addresses set forth above. JeffCom -EJFR Real Property License - Executable Page 19 This Memorandum of Port Townsend Real Property License may be executed in duplicate counterparts, each of which shall be deemed an original. IN WITNESS WHEREOF, the Parties have executed this Memorandum of Port Townsend Real Property License as of the day and year first above written. Licensor: JEFFERSON COUNTY FIRE PROTECTION DISTRICT #1, d /b /a East Jefferson Fire Rescue by: Gordon Pomeroy its: Fire Chief Date: Licensee: JEFFCOM by: Date: Karl Hatton its: Executive Director JeffCom -EJFR Real Property License - Executable Page 20 NOTARY BLOCK — EJFR STATE OF WASHINGTON SS. COUNTY OF JEFFERSON I certify that I know or have satisfactory evidence that Gordon Pomeroy is the person who appeared before me, and he acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument, and acknowledged it as Fire Chief of Jefferson County Fire Protection District #1. d/ /a East Jefferson Fire Rescue to be the free and voluntary act of such Party for the uses and purposes mentioned in the instrument Dated: Notary Seal (Signature of Notary) Notary Public in and for the State of Washington My appointment expires: NOTARY BLOCK— JeffCom STATE OF WASHINGTON SS. COUNTY OF JEFFERSON I certify that I know or have satisfactory evidence that Karl Hatton is the person who appeared before me, and he acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument, and acknowledged it as the Executive Director of JeffCom to be the free and voluntary act of such Party for the uses and purposes mentioned in the instrument. DATED: Notary Seal (Signature of Notary) Notary Public in and for the State of Washington My appointment expires: JeffCom -EJFR Real Property License - Executable Page 21 EXHIBIT A LEGAL DESCRIPTION OF LICENSOR'S PROPERTY Licensor's Property is described as Block Z, Lots 1, 3 and 5 in the plat of Kuhn's Ranch as recorded in Volume 2, Page 26, within the southeast quarter of Section 2, Township 30 North, Range 1 West, W. M., records of Jefferson County, Washington, Jefferson County Assessor Tax Parcel Nos. 965- 703 -001 and 965- 703 -003. Licensors Property is depicted in the survey drawing below. I II-M mr: i all \ G� i � t H � � R941 r4 t 3 it e JeffCom -ElFR Real Property License - Executable Page 22 EXHIBIT B LICENSED PREMISES Parking Fir@ Siaiion i Baaildng �alO' � Parking %may %=�ia Farlafng UN Area Tower Bas® Ica B »dge Jet}Com -EJFR Real Property License - Execu[ab]e Page 23 EXHIBIT B -1 EASEMENTS Licensor grants to Licensee the following Easements: Easement for ingress, egress and parking: An Easement for ingress, egress, through the existing parking lot or along the east side of the building. Licensor also grants to Licensee the use of one (1) parking space on Utilities Easement: A non - exclusive Easement for utilities along, over, or under portions of the Property for the provisioning of utilities to and from the Licensed Premises, power meter, telecommunications vaults or panels, including the use of conduits, trenches, or overhead areas, or other locations inside or outside the Licensed Premises as is necessary in Licensee's reasonable discretion to operate, maintain, upgrade, or otherwise use the Licensed Premises. 1effCom -EJFR Real Property License - Executable Page 24 ATTACHMENT B INTERLOCAL AGREEMENT 557963 RGS : 28 AGR ��7 iwor,an *.ty Nino F itaf', oee�laai- Eid�r�,itl/�im, PL�Citar �T.I+d�IF'li�l frl�Fifit:Yif4'I�Jilm,r. mill City of Part Townsend, and JetCorson, County We District 1'\ (Jamsery 1, 2007) �\ Tbis laterlocal Agreemnt is entered into by and between the CITY , a noarherm opdwW code city of the State of Washington ("City"), COUNTY FME DISTRICT 1, doing business as Lust Jefferson, Fire R" "i�'i to the mtthority, granted in RCW 52.12.031, 35A.11.040, and i�b" 3"t. . Recitsh J \J A. Chapter 39.34 RCW pmmiN local amts to make official use of their powers easblmg them to cooperate with other 1 'Bake the basis of mutual advantage; snd B. The parties emrreetly op,a Ageement effective January 1, 200Kq operations and manages ant. on 11k will we& together District and their cS in a more efftcient; of cc operation pursuant to an Jatedocal desire to eater into this agoeme nt for joint setAarfh in this Ag ement. A joint operation can imiziog duplication of employees send resources and tions. During the team of this Agreement, the parties consolidation serves the interests of the City, and ic" eoasolidation may allow the parties to provide fire service and less costly manner for citizens within both the City and District. C. tees and District agrees, that it is in the beat interests of the City and its ci "e�and l and its edtizens, In weak together to further achieve efficiencies and benefits Agreement modifies and supersedes the prior Agreement between the City of port Townsend, and Jefferson Crnmty Fire Protection District No. 1 effective January 1, 2006. 1 Jot at Ope� d Mawow — tofFim Srne Jam my L 2007 JeffCom -EJFR Real Propeny License - Executable Page 25 ATTACHMENT B INTERLOCAL AGREEMENT 657953 Page 2 of 29 02JI 01201103:22 PM Taftrlocil Amt Dn consideration of the bene5b thet each of tbo parties anticipates firm a joint opaarion and mmamnamot of $te savicea as ant locth in this Ammvaomnt, rho City and Distict hereby agree as follows: 1. Purpose. The purpose of this agcoetaent is to establish a joint �yanegemmt agreement for the City and D iskict fee savwm During do term of Ve$crson County Fire pmsection District Na 1 wK according to the tams 11 Provide service+ to the area q I i g the City and District oomnumd and ocgaoizatiawl shocamm 3Le City will pay the District the this agraerneat for the aavioes and wi11 retain oversight over tbrough a Joint Oversight Board. Fmtha , during the term of the City and District witl review, as providod in this Agreement, consolidation measures will bee& the cdtizm of tie City and As prow i/m this Agreement, The City and District we not committing b additional) on measures at this time, and any such f fire decisions must be approved by tl and District Board of Commissioners. 2. District Iteaparsibilly. The all fire protection and amagea cy medical services to the Dismct and the jLity? shall 'nrlude but not be limited to: 2r. Respond to an oy medical alarms sari other xegneats for Fire - Rescue 3ervlcea tI>to a salikyanswering point wifta the City and Dhsteict. 2.2. Provide I4re .Offs" 3avico to the City in aoomdsom with requirements of the Revised r0aa-e( ` and the most csurently City sdwW International Fire and 2.3- ' �alavel of eeviee fret the City and District provided in Paragraph 8 of ibis 2.44.. \"w, insK for rcplaedneot value, and provide regular tiplccep and mamtenaooe for aU in the ears and custody of the District inrludwg equMment hansfetred to the District by the City. 2 Jolat Opsnuon dk MmWgmaW n}FUeSaWcw Jmwoy 7, dPOf JeffCom -E)FR Real Property License - Executable Page 26 ATTACHMENT B INTERLOCAL AGREEMENT 667963 Page 3 of 28 02!1 0/201103:22 PM 7atedxat Aarsemett 2.5. Provide ragidw oPkcCP and maintenance for all stations facilities owned or leased by the District. 2.6. Fund for the replacement of vehicles and equipment in accordance with an approved capital improvements Plan. 2.7. Provide and maintain property and liability insereace coverage forNAk Wisdoms. facilities, equipmem, and personnel, including liability at not IMS( , and coverage's as existing on the data of this Agreement; - liability insurance shall have a minimum policy limit of S2,000,000 and mtto iaatrmcq including comprehensive and collision cost and liability oovmage with a minimum policy limit 2.$. Provide all staffing accessary to provide the a� 3. Aratlwritp sad Responsibility of the- PI Subs the turns of this Agreement, the Fire Chief shat! have management the joint operation, including but not limited to the following: 3.1. Day - today operations. 3.2. Employee responsibilitierC 3.3. Staffing• 3.4. Stat[on 3.5. Allocation a J 3.6. Petaonnal indudin8 discipline. All disciplinary actions involving any loss of pay, or trrminatioa shall be recommended by the Chief but final action on ' ns shell be reserved to the District Board of Commissioners. 3.7. I of the District Budget, subject to this agrxmrat and District's guidelines. 3 8:�7mlamentation of policies and procedures. J Fite Chiaf'shall attend the meetings of the Board of Commissioners. lerint Oversight Board, City Department Hcad and Staff meedup and mead igs of the City Council 3 Joint OperU*M &Afd --9 enr of)7reS -1-b" Ja ,Y 1, 2W JeffCom -EJFR Real Property License - Executable Page 27 ATTACHMENT B INTERLOCAL AGREEMENT 657963 Page 4 of 28 021101201103:22 PM rnterlocal. Agrceoeat Public Safety Committee (or successor oommit tee), and keep the Boards fully and timely informed of decisions affecting the level of service of District and City service areas. The Fire Chief shall be under the direction and authority of the Beard of Commissioners of District to tome that on adequate level of protection is provided within the service areas of the City and District 4. Transfer of Chy PersenneL Ip�y� \_ 4.1. All laid City Ere department employers shall become earl�l \ off Dxauiet. The District shall be the employer of all personnel required «s provided in this Agreement The parties agree that IF Local`` �203 im District Board shag employ City foe department employees witl�ficPoams most recent Collective Bargaining Agreement as ratiEed. The Dis `shall! all wages, salaries, employes benefits, payroll taxes and any other expenses as�sopa�ed with the paid personnel- Upon 4rsnsfer, the City shall have no # bliWons with respect to such employees (except as to salaries, wages and but not yet paid). It is further agreed that future medical benefits to be provided to LEQFE II personnel and the District shag fund \ loymem is transferred from the City to the District The District sporurble for any LEOFF liabilities for City employees that do gqt bo4w yces ofthe District. 4.2. Vacation, sick leave balanow accrued by employees while in the service of e as of the date said employees are transferred to the District y transfer to the District with each transferred employee. Any vacartan,�` or sick leave amhorized thereafter by any such trunsfe r d empl against and reduce the employees transferred vacation, and sick leave balances. If an employee's employment relationship transfer of that employee to the District, the District shall cash out any \ vacation tine, compensatory time, and/or sick leave balance according to the that applied to the employee under the employee's employment relationship with slfe City as of the effective date of annexation. 4 Joint apaulow d pdaml nett el"M &rvi.. Jawory 1, 2007 SeffCom -EIFR Rea] Property License - Executable Page 28 ATTACHMENT INTERLOCAL AGREEMENT 567963 Page 6 of 28 02J1 0/201103:22 PM Ishmiceal Aareemeat 5. Transfer of Property aad Property Ownership. 5.1. The City shall hausfer to the District the equipment Hated in Fxbibit A, and the same shall belong to the District, subject to Ore te®s of-this Agreement. 5.2. Any vehicle apparahts transfrrred to the District, may only be hans7or secplused upon approval of the Joint Board 1 53. if a vehicle is replaced and the selvage (Ueda ia) value of a e City as of the data of this Agreement is applied to the purchase @���p "� that percentage interest in the new vehicle (percentage bes to purchase price of new vehicle). If a vehicle owned by the City a$ a thaw of fills Agree es sent is surplused (and its value not applied to the of s cle), then any salvage value is paid to the City, or the vehicle is City. If the City contributes additional money (separate from the rem 11) toward the purchase of a new vehicle, then the City relai s fls a 'ge interest m the new vehicle (percentage based on City tnoney to purchase PricO- �ebide). 5.4. Vehicles cannot be surplused*_rc �t on approval of the Joint Board. S.S. Upon termination of the property transferred by the City to the District shall (to the eats s wn�by the District) be returned to the City. If the District replaces :uipqJfimds (separate from the revenues in paragraph 11), then such egnipment ahal) remain the property of the District. If the City ty funds (separate from the revenues in paragraph 11), then such s o-yemew the property of the City. If property is jointly pumbased by the CStJ .m d thil District (with the revenues in paragraph 11), the Joint Board shall make and it shall be disposal ofon an equitable basis and in as may be agreed upon between the City and the District in the event of of this Agreement. Ja„aa y'r. ?sm John G}walloa a bfa•azeiew ofl- eSe+,4W' JeffCom-EJFR Real Property License - Executable Page 29 ATTACHMENT B INTERLOCAL AGREEMENT 667963 Page 6 of 28 021101201103:22 PM 6.1. it is the intent of the parties that the District, front the budget approved pursuant to this Agreanmu, and District reserves, fund the regular upkeep, repaw and maintenance and rgA=emmt of stations and equipment, including vehicle apparatus, In the event the District Board determines on enagency has occurred resulting in s) that the District cannot mat fi+� the budget approved pauauser to this or District reserves, and it is necessary for the Diahict, in order to pi�`i(s-� &pV\,qes (both crewerganey and nom - emergency), to issue interest bearing finauom& than the District shall so inform the Joint Board r- 'inther debt shall occur: the Joint Board shall prepare a report and atioit bc- "mittsd to the legislative body of each of the parties for I agree to review any recormo adation of the Joint Board, and fo consider, in order to fired emergency expenses, approving the i �abJt-�ssle' of general obligation bonds, submitting to the reRCtive voters t^he City and District for their approval a tax levy, or other options presented by the Joint B S 6.2. In the event the legislative es r necessary to obtain voter approval to incur indebtedness or levy excess to ea agree to cooperate to jointly submit such requcsls to the voters of nc.gnd !Sty. Unless the parties agree otherwisq the District and City J the 60% of the cost In the event any such ballot measure shall be ved-in one Jurisdiction but not in the other, the jurisdiction in the measure at another election during the same calendar available. If the measure shall foil the Second time, the which it fajied.abaU submit year is an ick c Oa, doeio'is dtha$ the measure !nay consider finding the emergency expenses science of funding that may be available. All finds received as a result sale of bonds, or the like for the benefit of the joint operation shall be 4)aid to the abcount of the District for the emergency expenses according to the terms of Fire Hall. As ofthis �9,� � part Agreement, the parties have separately executed a lease of the ire Hall to the District 6 Joi OPW- Y" "AVwBanwut AMSaylces Am t. 1007 IeffCom -EJFR Real Property License - Executable Page 30 ATTACHMENT B 1NTERLOCALAGREEMENT 667963 Page 7 of 28 021101201103:22 PM interloca Aareenent 8. Level of Service. Fire pmveen ion, fire suppression, emergency medical. technical rescue and hazardous materials fucfdem response shall be provided at the acme laud to mob of the pardes under the terms of this agreement. and shall be substantially equivalent or better that the level of service existing as of the date of the Agreement. For example, at Sm date of this Agreement, a fire ladder trua capable of fighting a mufti -story structure fine' located at the City fire hall. That level of seavioe or better would oontinue under this In the event of mroulumeous emergencies within the City and District of the joint operation are tared beyond its ability to render equal \ or the Fire Chiefs designee shall dine how to eliocate the joint operation TIM District agrees to provide the listed services in such to Maintain an I.S.O. prof on class rating of 5 f City. r 7 9. .taint overs%kt Board. 9.1. Established, A six - person Joint \ \ \� refierred to as the "Joint Board— is establisbed District Board dfoommseloners shell fill three positions. Three individual members of the City appointed by the Mayor of the City of Port Townsend and aon5mtod� to fill the remaining three positions. 92. $MV=KWUtV. In joint Overai�ft I service and ma#i issues, nnninit and adininiillraltii tarter tttysote shall re4i s originating from the District Board of Conuamssfonen; or the , 4� City Council. The Joint Hoard shall >at have the authority to modify terms of this Agreement, nor shall the Jofat Board have authority to fncur or obligations on behalf of any party to this Agreement. The District Board have exclusive authority over personnel matters, but shall identified elsewhere in this agreement, the for overseeing the operations of the fire des, reviewing operations and levels of service procedures to the Fite Chief and approving operational excluding persomirl policies and procedures whirls Shall ty of the District Board of Commissioners, The Joint Board oomsult with the Joist 6oW and kmp the Joist Board apprised of personnel matters, mcl ding the annual performance evaluations of the Fire Chief. 7 Jobe Opem0on A Atan .re"Wou afPira Sprites January 1. 2W7 JeffCom -E1ER Real Property License - Executable Page 31 ATTACHMENT INTERLOCAL AGREEMENT 667963 Page 8 of 28 02110/201103:22 PM 93. MgC jW rs. Ac_lkW& and Chjorum of he &W Board. All meetings of the Joint Board shall be bald in accordance with the Open Public Meetings Ad, RCW 42.30. The Joint Board Shall meat not less than onne a month as determined by the Joint Board The regular meeting of the Joint Board shall be as determined by the Joint Board. Joint Bond meetings may be held consecutively witb die Fire District ComEE:mbars 'am oeitr�. A quorum of the Board shall consist of two representatives from eActions of the Joint Board shall require the a8umative vote of not less than of the Board, two fiom the City and two from District The Board shall act as secretary for the Joint Board who shall take minutes of th meetings and i/ 10. Budge. 10,1.The Fire Chief shall prepare and present a f Twatinna of the Fite District based an the projected revenues in ' with Pnagesph 11 (Revenues for Fire District Operation and Capital and present tbat budget to the Joint Board for approval- The proposed budget' �oadance with the Budget Accounting and Reporting System (B s� by the Waslriagton State Auditors Office. The Joint Board will raviecw�apd sp�otnmexid to the District Board approval of the budget, which sh__a!lll beget of the Fue District, prior to the statutory deadline impos tRy� \ 0 and the Jefferson County Treasurers Offices 10.2.1n the av C i�i �� included an the bodge, for example a major purchase of a vehicle, uc a shall submit a request outtiniog the purpose far Joim Bend approval, m by the Joint Board, the Board will recommend approval to the " le ' .vebodies. 11. Reveapfait \ire Distrito Ope:rstbag and Capital Fauds. nH use its collected Fire and EMS levies, timber tax, ambulance service receivable Tempts and all contacts for fire or EMS services. The District ag£eea it will not lower its regular or emergency medical se mees regular reef property tax levy without the consent of the Joint Board. 8 .JNnt ioymaeon QMJHaBimeeelofpbr se. yawwey J. W07 JeffCom -FJFR Real Property License - Executable Page 32 ATTACHMENTS 1NTERLOCALAGREEMENT 567963 Page 9 of 28 02/101201103:22 PM Interloeal A reen"t 112 The City will pay to the District all of the collected EMS tax, contract income fine fire or EMS services, fire and EMS service fens, and general fund supplement in accordance with the following *MM era' 11.2.1. The beginning general fund revenue paid to the District by the City litr 2006 was 5780,000. Subsequent a¢ooal twnsfer of general fund revenue l be the amount transferred in the previous calendar year pins 1% ofthat \ us 50% of taxes received from new construction. Provided, that the applies if both the City and District uroto to increase their nerve levy by 1% over the PQevicus yea. For example, in Contribution would be 5780,000, plus 1% ($7,800), plus \ y) ,000. assuming that the taxes received by the Gtty front 550.000. The 50% is based on the foHowing calculation, constant for the tan of the Agreement: $780,000 divided by $1.5 ' der represents the general fund tax levy after deduction for 'a pension fimd) equals 50%. 113.The City agrees it will not lower ss(� medical services regular reel property tax levy without the consent -Wbf itt 11.4.1f at any tine daring the /Lehr o f agreement the District or, City pursues a Fire or EMS levy lid the formals for generst fund supplement shall be reegohated. \J 11 S.T raosfa t vsded in this agreement shall be paid to the District from the City within ya of actual receipt for fire and EMS service Sees, contract income and EMS t a 'iton the City shall pay to the DistricM% of its general tax receipts within 5 91f when they ate received by the City from the County Treasurer until ma>nual general fund supplement Contribution is complete However, if the full g' a d find payment has not been merle by December 1" of a calendar yea, the ell pay the balance of its general annual fund payment on or before that date } outstanding nocotmts receivable for City Ambulance Transport fees collected by the City after the initiation of this agreement will be transferred to the Joint Operating Fund. !oar (7pm d&n d MMWV art of64re S--k- Avwary7, 1007 JeffCom -EJFR Real Property License - Executable Page 33 ATTACHMENT B INTERLOCAL AGREEMENT 557963 Pagel 0 of 28 021101201103:22 PM lit the event the Mies terminate this Agreement, and there is no annexation of the City into the Disl=4 then the outstanding accounts receivable for ambulance transport at the date of termination shall be equitably apportioned between the City and District. 12 UnbSty. 12.1.Facdt of dw patties shall be responsible for the wrongful or Of its employees while assigned to the joint operation as their apply under the Taws of the Stater of Washington and/or Federal t= is not intended to diminish or expand such liability, except as olha it provided in this Agreement � \ 12.2-To that end each of the parties to this d haxmless and release the other fiom any lass, claim or liability Out of the negligent, tottious a�On(s) Or inaction(s) of its employees, o officials. Such liability shall be apportioned among the parties or t pars an or entitieg it wcordancx with the Laws o the Laws of the State of Washington. Not>uiEkg 122-1. Waive any defense be intupaeted to: 4L 1222. limit the ability of any right, defense, or remedy which a party may have re " parties or other employees wltosa action(,) or n inaction ;g�g� \ -3o�s> claim or liability including but not ]united to an assaerjt�,�ilaat�tl?e �pinyoe(s) was acting beyond the scope of his or her 12.2.3_ (bv - \ nire indemnification or payment of any judgment against any indi nentionally wrongfal conduct outside the scope of ��- t uu�yment of any individual or party. Payment of punitive damage awards, fines sanctions shall be the sole regwnsibility of the individual against whom said \ \\ =cut is rendered andlor bis or her municipal employs; should Out employer \ �J) elect to make said payments voluntarily. This Ageument does not require �-- indemnification of any punitive damage awards or for any order imposing finca or sanctions. 10 AaW Op&vria. AAAwwr nr ojF6e,Savicxs Jam,my J. 2007 JeffCom -EJFR Real Property License - Executable Page 34 ATTACHMENT B INTERLOCAL AGREEMENT 657963 Page 11 of 28 021101201103:22 PM 13_ ILSUraue. District shall provide and maintain property and liability insurance coverage for operations, facilities, equipment, and personnel of its fire service as set forth in 2.7, and for the fire hall, as provided in the parties' Lease Agreement far Fire Hall. 14. Besets. This agreement is entVWd into for the benefit of the patties to this agreement only and aLaIl roofer no benefits, direct or implied, on any third 70the In consideration mu of this Agreemena, and at no cost beyond the consideration provided thi cot, District agrees to provide fire sappreasion services for City-owned gr and real ) nay- �/ 16, Term. TLis Agreement shall be effective on J tinue for a period of twenty (20) years, and shall expire on Docmber 11 2027. unless terminated, this Agreement shall continue for successive five- ymr�e� the same terser of this Agreement Provided, on or before J 1, 2024, either party may terminate this Agreement on January 1, 2027, by giving 1 (3) years written notice of termination for the Agreement to terminate on J j., and after January 1, 2027, either party may terminate this Agreement bi- $�'sQ,g) three (3) years written notice of termination for the Lease Agreement to tcrm"to`orz the January 1 which is more than three years from the notice . The throe- pe}i rs fished to provide adequate time for each party to discontinue the ion � each party to re- establish its own fire department 17. Administration The administration of the provisions of this Agreement snail be undertaken F District, as provided herein. 18. Equip The Chief shall advise the Joint Board of the permanent assignment and of the equipment and shall fitrther advise the Board of any changes in such or to the time that a permanent change shall become effective. i�ytd Hesohaoon. Any controversy, which shall arise between the parties regarding the nigh* duties or liabilities under this Agreement of either party, moluding fie votes of the Joint Oversight Board, shall be settled by mediation. In the event the parties cannot agree on I Joint Opexepon d dfauagaAteas cfFbeServienr JnnnarP 1, 2W7 JeffCom -EJFR Real Property License - Executable Page 35 ATTACHMENT B INTERLOCAL AGREEMENT 657953 Page 12 of 28 021101201103:22 PM tnorWeat Aareemeat a mediator the parties agrea to submit the dispute to the American Arbitration Association for selection of a neutral mediator. In the event the dispute cannot be resolved in mediation, any disputes, shall be submitted to binding arbitration. Such arbitration shall be before me disinterested arbitrator if one can be agreed upon, otherwise before three disinterested adiniatora, ate named by each party and one by the two thus chosen arbitrator or arbitrators shall determine the controversy in accordance with =laws e State of Washington as applied to the €acts found by the arbitrator or arbitxatoci.4 I shall bear its own costa and alto may fees and shall share equally in the o t6e�iator or arbitrators. In the went of dispute over budget or budget arbitrator shall have so authority to bind the City or E istrid to a bud geyo{ pm&b n- The arbitrator or arbitrators shall have no authority to addPr.t}rr�or modify any terms of this Agreement, and shall have no atu&arity to ' (liabfiliti o Hgations on behalf of arty party to this Agreement A. 7..) 20.1.E All notices, requests, agreement shall be in wtpt3gg agroment, shalt be delivered or at the to to the party at its a designate at anly ti[n I iftbd Mbar communications required by this r � as expressly Provided elsewhere in this Ed tiven at the time of delivery if personally y first class, postage prepaid and addressed d this agreement or at such address as any party may All official notice to District shall be addressed to the x to the City shall be addressed to the City Manager. a of this Agreement or its application is held invalid. the or the application of the remainder of the agreement shall This agreement represents the entire agreement between the parties No aadion or attempied waiver of any of the provisions of this Agreement abaH be binding on either of the parties unless executed in writing by authorized representatives of each of the parties- The Agreement shall not be modified, supplemented or otherwise affected by the cause of dealing between the parties. 12 Joiwt opowlon& ManaVa ofFim Se Af Jmmmry I, T07 JeffCom -EJFR Real Property License - Executable Page 36 ATTACHMENT B INTERLOCAL AGREEMENT 557963 Page 13 of 28 02M0/201103:22 PM latwlO l Agreement 21, El7ective Date. This Agreement ahaH be wme effective on January 1, 2007, or upon the execution hereof by both of the parties Deco, whichever is last to oecw. IN WPFNESS WHEREOF, the parties herew have executed this Agreement on the day and date that is hereafter shown alongside the agoahaes of their respective authorized officxaa. QTY OF ipmr TOWNSEND BY I v __- David G. T' City adsaager Date: I-H? Pamela Kolacy, CMC, 13y By �v By < i Vir III ► Approved as to Fos. \� $v"`-"�r'�� s0 i v Sr. ! John P. W: Qry A Jaeuary 1.2W BY Edward L. Davis \` Date: 13 Jurnr Op"Wn A Mar,ogeme afFYre SrrK= JeffCom -EJFR Real Property License - Executable Page 37 ATTACHMENTB INTERLOCAL AGREEMENT 667963 Page 14 of 28 021101201103:22 PM • (" r 1 _ _� rJ�• 4 �9'ae•Fi�lltietrie[Cmpli3lio�W(moW +WgmetNasba27 /3006.doc ( \ ^C / 0 l� /�� 14 Jow Opacam AMmwgv ofFLe.Sa �icw Jo..y 1, 2607 JeffCom -EJFR Real Property License - Executable Page 38 ATTACHMENT B INTERLOCAL AGREEMENT 557963 Page 15 of 28 OZLW.10140:22 PM MEMORANDUM TO: Chief Mingee Fi20tA: AC Boggs �\ DATE. April 10. 2008 RE: PT Fire Inventory of Ass Engine 81: PT-M ill" Pierce Gash, Pum cc S 215M. . VlW 4PICTOZPM000890 C\ kit 77 .. .. i 10 1 0 stack tips, ,C storz base and chains 0 with 5 -gallon fuel tank - lights and Now portable tripod pole light . 500w Incandescent and 500w- sealed beam 12v scene lights lerrtp — 200'1 1 extension cord reel with distribution box 1 portable extension cord reel 213 extension cord odeMion COW with distrtbution box hose, reqtdaDor and bills Chat with 18' bar, spare drains, pki, gallon of moved gasoline and bar of \ tan gasoline 10,000 c1m, spare plug and gallon of plain gas super sawsail with 20 metal and wood blades various sues `'--Avnkus gasoline hydraulic tool portable pump with spreader and kxltter hsads Amkus rescue chains and gallon of gasoline Blackhawk 4ton hand ports power with spreader and ram heads JeffCom -EJFR Real Property License - Executable Page 39 ATTACHMENT B INTERLOCAL AGREEMENT 667963 Page 16 of 28 02110/201103:22 PM ' (Engine 81 cont'd) 8iwf and 12ton hydraulic bottle*ft 15ton table carne along- 18 channel UHF hadlo, 16 channel VHF 0026. 1-16 charuhel portable radios, cellular phone. BLS I ILS I ALS kits, AED I EKG monitor DOW t pT-m (E4) i M Sutphen Pumper, License # 023220, VIN ! tSQA1BDD7J10038'10 extension. 1 i - nozzles Seven 1.7W fog n •.![ _ f fog nozzle nozzle 3" master stream fixed or portable with sftcktkm- with chains Vellar pipe chimney • 1 nozzle 1 tsnVerakW6 , Okw gasoline genOrdW with Win.. Ii fixed pole mwouuntWad i f portable Ngft . Y E V G 4-12v stream IW hand ligift 11 portable r = r = nv on !9 Y 05W 120v 1213 rtable .PPVfanqasoVm22UO0r! la o(pWnt: i 1 and 2.50 base C. - _ Ukz 1 _ . - u e . . •-Y. r . — rlt Laddsr8l: VIN 0tSOA 9u' 40' e�1$n 11adddrwlth tomlentors 36-,Q`sxC nsion; 18' 8116' roof and 10' folding ladders 1 �lih h@Idn. 241b dry dnemksl, 2112 gat fawn s 21/2 gal water extinguishers 'flog nozzles two 2:3.760 axk 2.6' fog nozzles. trlalfotm mounted fay nozzles vrdtn stack tIPS, 6.&W 989011W generator with 3 gallon fuel 1 04 Y r = F• - JeffCom -EJFR Real Property License - Executable page 40 ATTACHMENT B 1NTERLOCAL AGREEMENT 567963 Page 17 of 28 02/10/201103:22 PM 4- aerial rrrourted 12v sealed beam fights 5-12v stream fight. hand lights 2- 200' 12/3 portable extension cord reels Mdrwaw vAth 24' bar. 2.5 gallons of mixed gas and bar oA 140Vprn -float pump wO 2.5 gallons of mbeed gas 2- 4500 dm 120v snooks ejectors VHF radio, UHF radio, 2 -18 channel portable radios Misc. fiUings & EMS equipment Fr-1182 (Engine 7) 1875 Kenworth, Pumper, License - 020 1F- W extension, 14' roof and IV folding ladder % Nozziss and appliances: Four 2.5' fog nozzles One 2.5' play pips J Nine 1.5' fog nozzles One 1' fog nozzle Mist. fittings 3- master 90mmeom portable with stack lips. Ming and 2.5' base chimney fog rwzzdo with high re !ores Foam eductor and play pipe 3.5kw gasoline generator with spare fuel 3-120v 500w portable lights 442v spotlights r O 2 -12v afrewwn Kuht 2-11W 120v 120 cord feels Chainsaw 21r bar go gas and bar al 4500 c(Im 12 0 � <. Medical SuppBas & equipment. \ ,,MEb8 'f PT- 4241987 CireY, License # 18424D, Y!N 1C3BJtC34F8BF80F013201 �-- ��LP 12 Deft, 1VHF radio Je£fCom -EJFR Rea] Property License - Executable Page 41 ATTACHMENT B INTERLOCAL AGREEMENT 567463 Pagel 8 of 28 02110/201103:22 PM 2 UHF radios suction un8 MAST Paris stow Gurney Scoop stretchsr Mice. Medical Supplies & equipment AIM: PT-11417,2003 Ford License # 370M VII IFDWWP63 . AEU 77 1VHF radio 2 UHF radios suction unit MAST Penh, \� Striker Gu Scoop stretcher Medical Supplies 8t equipment Battail 81,PT -M. 2005 Fond.Fxpa�litloq on _ '48073D, VIN. IFINIM6ti66LA38152 1VHF luw radio t:onrnnnd oxirssote TIC Uiseellanamm from 6.5kw water - 2-600w 1200 w� 1zoY 1 4 gallon Other: t 60 zw hose DW 1.0111' hose P iorfable radios Pagers i with 100x' of aischsrge hose 1 wfth aftadwnerft back pack style with attadxnents 1 , -•a JeffCom -EJFR Real Property License - Executable Page 42 ATTACHMENT B INTERLOCAL AGREEMENT $57953 Page 19 of 28 021101201103:22 PM 48 _ 3teafft� iR 2218 bottles (i9 twi 29 Glasswrap LIP 2216 potties 3 Stealth W +4540 bottles (Rrn 32 MMR 2218 UWalfte packs 2 MMR 2216 Ult akM packs dual purpose (ladder 81) 1 MMR 2216 UNraHte pack with heads up display 3 MMR 4600 UltmIlle (Rrr Packs) 8 Small Uh aeft 60 Medkvn WMwl% (14 not rnmbered yet skmMe) 8 large LAtraeft 3 Medium UltreeLite (Rtr Pack$) 2 Speakeasy oonvnand system (mounted on 24 Clear Commarkd Amplifier Systems (19 5 in storage). 1 AosiChek 3 SCBA tester with required r (Serial OL42919) 1 PorteCauntPkis Respirator Fit T fir red attachments (Serial #43948) 1 DO Laptop computer (Sedw Tag 1 Engle SCBA Breathklg Air Miscellaneous tools, wrenches, gauges, toctite, MSA specialty tools, mac., }end ;for working on SCBA equipment. �, >�� , ,1 Je£fCom -EJFR Real Property License - Executable Page 43 ATTACHMENT B INTERLOCAL AGREEMENT 557963 Page 20 of 28 02/10!201103:22 PM 2014 Ameodoeeat to 2007 Literioul Atreemeet Joint operation end lthrntementof Vice Service NevembW 22, 2010 t 1 i t l t City of Port Townsend and Jefferson County Fire District No. I This Amendment to the Interlooal Agreement (' Interiocal Agreement") for Jong Operation Management of Fire Services (January 1, 2007) between the City of Fort Townsend ("City'] and Je crson County Fire District No. 1 ("District ), is e between the parties this 2 "O10 (last date of person s Amendment below). -J Recitals: A. The parties entered into an Interlocal Agreement for Joint 24lmiagement of Fire Services (effective January I, 2007). B. Among other things, the Agreement provides e'(.l!r3'-�'Pa3' the District for fire service in the City all of the collected provides in- 'the.Eitty and a general fund supplement based on the City's genets! fund t* levy. C. On April 2T, 2010, voters in the District appio P,.00/$1,000 assessed tax levy for fire service, and a $0.50 /$Y;OQO assessed value tax levy for EMS. D. On April 27, 2010, voters in the C \ \pr1 a $0.5031,000 assessed value tax levy for EMS. r a �'�cted & On Attgtlst 17, 2810, vot�iii`ttie a levy increase in the tax Ievy rate to allow the City to contri ! 00 assessed value for fire service. F. The voters' acti fm i tbalance in funds contributed to the joint operation �ttr.-' District voters contribute $1.001$1,000 assessed value tax l ce, plus $0.501$1,000 assessed value tax levy for EMS. Voters inityr`on 'byte the equivalent of approximately $0.571$1,000 assessediva�ie.gervroe and $0.50151,000 assessed value tax levy for EMS. G. The patrti address the imbalance and other matters on the terms and oondi.6 in this Amendment. Now f�loec fiff c�ilaideratioa of their mutual promises, the parries agree to amen thki r ocal Agreement as follows: In 2010, the District will levy the full $1.00 for tae service and $0.50 and operations and reserves. In subsequent years the District will levy the amount permitted without voter approval by chapter 84.55 RCW for fire 1 EMS. JeffCom -FJFR Real Property License - Executable Page 44 ATTACHMENT B INTERLOCAL AGREEMENT 567963 Page 21 of 28 02/10/201103:22 PM 2019 Amendment to 20071nterlora1 Agreement Joint 01wwatian and Menegemeo[ of Fire gerrice November 22. 2010 2. District 13oia_l. Within 60 days of the date of this Agreement, the District will incur debt through bond financing (the `baud° or District bond') as follows: a. The bond will be in the approximate amount of $3,800,000 for capital projects. b. The capital projects to be financed by the bond are listed in Exhibit A. c. In addition, the bond will add an additional sum of $477,806.76 tins the amount of debt incurred by the City in connection with the Fire the bond, the District will pay to the City (within 15 days of o $477,806.76 in order for the City to payoff the debt on the CL The term of the bond will be twenty yaws, based on a off scheduled commencing in , according a bond payments attached w Exhibit B, which reflects the o ' st only in 2011, then principal and interest payments S m 012 and thereafter for the term of the bond. 3. City Allocation. In 2010, the City will malnta a`t pay t District the current levy allocation for fire service under the Interlocal .50 levy for EMS. In subsequent years the City will levy the maAimum amount - permitted without voter approval by chapter 84.55 RCW for EM -cure t levy allocation for fire service. 4 City Financial Obli gation. p o the first payment is doe in the bond payment schedule (Exhibit ar ire thereafter as set forth in the bond payment schedule (Exhibit B) fo o bond (unless this Agreement is sooner terminated), the City will pay the eipal and interest payments as scheduled in the bond paymen ' 'bit B) . The exact amount of payment will equal the amount oftheeaym d year on the District bond. S. Fire Hall I From $80 &vom bond proceeds paid by the District to the City, the City will bihe Yie�bt obligation on the Fire Hall. b. Wi o the effective date of this Amendment, the City will transfer by quit title to the Fire Hall and Fire Hall real property (described in the e ' Agreement for Fire Hall dated November 21, 2006) to the District, to following terms (subparagraphs 1, 2 and 3 are taken substantially to Agreement for Fire Hall dated November 21, 2006): 1 At any time that the premises, Fire Hall, and improvements on the \� premises are no longer primarily used by the District (or successor) for fire ti r i and emergency service purposes, which includes housing equipment to respond to emergencies in the City of port Townsend, then the premises, fire hall, and improvements shall automatically revert to the City at no )ei7Com -EIFR Real Property License - Executable page 45 ATTACHMENT B INTERLOCAL AGREEMENT 567963 Page 22 of 28 02110!201103:22 PM 2010 Amende.eetb 2W71M 1r tAgreemoot lotto Operetlee ma Meesgeneet at Fire Servttx N"."&Or 22, 2010 cost, and the City shall have the right to re -enter the premises and take possession of them, free and clear of any interest of the District or any third party claiming through the District. Nothing prevents the District from using the fire hall for incidental uses not directly related to the finishing of emergency services, for example, using the fire hall for community meetings, food drives, or as a voting location. 2) Dining District's (or successor's) use ofthe premises and imiko ents, District (or successor), at its sole cost, shall keep the Fire the roof and foundation, in good order, condition and repair as may be required to comply with any laws and regulations, vi no prevents the District (or successor) from replacing Fire Hall with a substantially equal or better structure in o'event District determines the same is necessary. 3) In the event following a deeding of th,,;: n 14 �District, the City and District no longer contract wi T ther t operation and service then the Fire Halt reverts wgehip and the District shall quitclaim in fee simple its interesi rthout cost. This provision shall not apply in the even the Cits the District or the District and the City become parti ' 'ng jurisdictions m the same regional fire protection service authority. ^� 4) In the event that the Fire o the City prior to the payoff of the District bond, thtgrtlie f that debt paid off by the District bond shall be rated y the debt balance, assumiin Pro g regular paymentsve existed had. this Amendment not been entered into. Fthe Fire Hail reverts to the City in 2018, and in 2018, a de �'r'�i ire Hail would have been 5250,000 (assuming regu a current debt of $437,806), then the City would be District $250,000. This example is hypothetical c. The partied' `e Agreement for Fire Hall dated November 21, 2006 shall be term i n t on the recording of the City deer! to the District. d. Ther4 a lease payment due the City by the District for the Fire Hall lease termination of this Amendment. dion of Amendment. Except as provided in this Amendment, this Amendment on any of the following events: when the District bond is paid off. Je om -EJFR Real Property License - Executable Page 46 ATTACHMENT B INTERLOCAL AGREEMENT 557953 Page 23 of 28 02110/201103:22 PM 2010 Aa Anew eo 29F71aterNW AVr War JWM bpnvdm and Manpmoat of Vim serrlce Nmember 24 2076 b. If the City voters approve a tax levy for fire service that in addition to the general fund supplement provided in the [nterlocal Agreement based on the City's general fund tax levy, equals the levy rate for fire service in the District c. Voter approval of annexation of the City into the District, or formation of a regional fire protection service authority . h1 the event of termination of this Amendment, the Fire Hall remains the pr of the District, subject to the terms in paragraph 5. 7. Term of Interlocal Agm went. The term of the Interlocal A eat; •ch ' eaty years and expires December 31, 2027 (subject to provision for dlanged to expire (approximately) five years after the regular payoff of ly December 31, 2037, which is (approximately) ,five years after the re a o a rid in 2030. The terms relating to extension in the Interlo t adjusted to apply to the new term. 8_ Effective Date. The effective date of this 9. Advice of Connsc4 Construction. ' they have had representation by legal represented by legal counsel during a further agree that they have t Amendment and stipulate that thisK* with respect to either party. \ terms in the Inte Amendment, all CITY OF By: City Manager warrant and represent to each other that have had the opportunity to be badiegotiation of this Lease. The parties $otiating and drafting of this hall not be construed more favorably is in this Amendment supersede and modify inconsistent. Except as modified by the :al Agreement remain in full force and effect FLLR$tTN COUNTY FIRE DISTRICT 1, t ldgown Jefferson Fire Rescue) .., .. 4 JeffCom -EJFR Real Property License - Executable Page 47 ATTACHMENT B [NTERLOCAL AGREEMENT 557863 Page 24 of 28 02/101201103:22 PM 2010 Amendment to 2007 InUrlocal Agreement Joint Opernnon and Mmagna W of of Flirt Service November 22.2610 By:� ��, 17---6-aO1y C ssttmer By: Commissioner 7 STATE OF WASHINGTON ) COUNTY OF JEFFERSON On this q_ day o 2010, before me the undersign lic duly awtmissioned and nvom, Parsonaft appeared David Tlmatnos, (mown of the CJT'Y OF FORT TOWNSEND. the municipality that executed 111116 foteg¢iog t, d adm dodged the said momment to be the See and voluntary aptof saiti� for the uses and purposes therein mentioned, and on oath stated that be ism {o exe 11nstrumcnt on behalf oftlm municipality. <'\ rxr11ften. WITNESS my hand and official. seal hereto affixed ye�r in this cerfilst to above I. ffTijl�rrmt namel NOTARY PUB in and fm the State of \ / Yappoedment %a JeffCom -EJFR Real Property License - Executable Page 48 ATTACHMENTB INTERLOCAL AGREEMENT 567463 Page 26 of 28 02/70!20110322 PM 2010 Amendment to 2007 taterbmt Agraeamnt Jahrt Opeaatbn and blaaegmmnt of Fire Service November 22, 2010 STATE OF WASIINGTON ) ens. COUNTY OF JEFFERSON ) On this � day of �LCtM�l010, before me tlu andasigned. a Notary Public duly conanissioned and sworn, personally appeared Jas Dondirrany Jr., known to be the one ofthc JEFFERSON COUNTY FIRE DISTWCT 1 Comndssiw®a, that he executed the foregoiag greeraant, and aekdowiedpci the sad instrument to be the fire and voluntary act of said entity, tar dte L= Mt, therein taentioned, and on oath stated that he is authorized to execute the said' on behalf of the entity. WETNESS my hand and official seat hereto affixed the dry and year in ecru ve wtitma Noury PabVe na State of WaeMoRUn rMLRY�gBBI m and for the State of LONISETH M HARBISON 4/ reading MY COMMISSION EXPIRES a apWinuneat April 27, 2011 \ M N Z -Ar— r1 STATE OF WASHINGTON COUNTY OF JEFFERSON On this & dayo! commissioned and sworn, pi JEFFERSON COUNTY FFF and acknowledged the said i pwpoaes therein mentioned, bebalf of the catity, t written. WITNESS ens• ) NOtaYy Public to nfWashiogtan TH M HARBISON -M*- COMMISSION EXPIRES April 27, 201 t (-1 the undersigned, a Notary Public duly rapt, Jr., known to be the one of the onem that be executed the foregoing AV*eaamt, d v Iuatsry act of said entity, far the Was and is authorized to execute the said inctnmient on the day and year m this certificate above [Pant tame] "A 1jQLA +6" 14Qfq NOTARY PUBLIC is and for the State of oq i at .44 appointment exprress t%— 2.7- 2A 1 JeffCom -EJFR Real Property License - Executable Page 49 ATTACHMENT B INTERLOCAL AGREEMENT 557963 Page 26 of 28 021101201105:22 PM 2010 Ameadeaeat to 2007 knooloeal Ai reeoent Joint Operation and 1Xfanagemoat of FM 0ervke November 22, 2010 STATE OF WASIIINGTON ) )� COUNTY OF JEFFERSON ) On this & day of iL[:J fn-4-A'2010. befa' me the mdmigncd, a Notary Public duly commissioned and sworn, personally appeared Tree Wy% Sr. ]mown to be the one of the JEFFERSON COUNTY FIRE DISTRICT 1 Commissioners, dmt he exacated dm furegoing Agreeoeos, etad w3mowkdged the said instrument to be the Bee and vohttttwy act ofsaid etstity, forthe ptapov therein mentioned, and ml oath stated that ho is authoomd m execrate the said instrument on. itlf of tb en� I WITNESS my hand attd official seal bereto affixed the day and year in writmn. iY -au\ry 4abtle State nf' FVaaiiatgBa� 3j "13ETH M HARBISON MY COMPHSS,ON EXPIRES April 27. 2011 f C) t� yhiczrhlssn for the State of x,7- 2 0 11 JeffCom -EJFR Real Property License- Executable Page 50 ATTACHMENT B INTERLOCAL AGREEMENT 557963 Page 27 of 28 02710/201103:22 PM FUND FIRE DISTRICT 1 Cap"I 656007070 Exhibit A Papa 1 ]effCom -EIFR Real Property License - Executable Page 51 �IL•_.?`><'.` "�i,:?i6.��3�.1":":":�d�:il��"' ''.'ate. PTTF!II[! alt :*T7• �GTX":^"'�� -� ���F. 7" ti7Lf' .�'.1•I�, ^57':T.?"^'�^.°Tt_®"' "®' "- �,'`; ":yb::7il :"i'1 ���i.T1�a7RS�C2r[i!:RIL��ix#�fi� • r -,]� a t� .: .., ! " =Tr, Papa 1 ]effCom -EIFR Real Property License - Executable Page 51 ATTACHMENT B INTERLOCAL AGREEMENT 567963 Page 28 of 28 02110/201103:22 PM EA)ibit B Nov 30, 2010 3:34m Pmpaed. bY Mahn Nelaon & Co. - JB L 4.306 JEFFPDI:IEFFPDI4280) Period Finding 1212812010 06/012011 12701261/ 06/012012 12IM012 0"012013 1210120/3 0610/20/4 171012014 061012015 12+012015 0600120/6 171012016 061012017 121012017 0 610 1 201 8 121012018 0"012019 12OL2019 o"ot2o2o 1210112020 0"012021 12"112021 0"012022 1211112022 BOND DEBT SERVICE. EAST JEFFERSON FIRE -MSCUF S4.28MM LTGO BONDS, 2010 •sFmlimbmy S*. m Sfien464e of DiWict $ City ABmanmC• •• "Subject 19 Flnd Ps Dots b tinnM00- ---' Vmdm Cmdit Enikwmmetn Demrmitmtlo0'••' SAottio 16mest R44e Fl.mmio&.rr Dined Date 17/2 820 7 0 Dolive y Date 1211811010 Pdndpml t to4emst D Debt Screice 83,810.85 8 83,810.85 98,601.00 9 98,60100 98,601,00 9 98,601.00 155,000 9 98,601.00 2 253AQ4AD 96,663.50 . . .30 160,000 9 96,663.50 3 30 94,663.50 A 165,000 9 94,663.50 AMEX 175,000 160.000 190, 0 I 193.000" t 274600 285,000 300,000 320,900 335,000 64,123.00 50,678 -00 58,67 &00 52,991.00 52.991.00 47,062.00 47,06200 40,770.00 40,770.00 33,480.00 33,480.00 25,785.00 25,785.00 17,685:00 17,685.00 9,045.00 9,045.00 78}26.00 273,326.00 73,93850 278,93830 69,326.00 284,326.00 64,123.00 289,123.00 58,67800 293,678.00 52,991.60 297,9)1.00 47,06200 307,062 -00 40.770.00 310.770.00 33,480.60 318,480.60 25,785.00 325,785.00 17,685.00 337,685.00 9,045 -00 344,645-110 354,327.00 350,202.00 354,427.00 353,302.00 355,20200 351,65200 352,877.00 353,65200 353,24600 352,356.00 350.982.00 354,120.00 351,540.00 351,960.00 351,570.00 355,37000 353,090.00 4,280,000 2,607,819.85 6,887,819 -85 6,887,819.85 JeffCom -EJFR Real Property License - Executable Page 52 ATTACHMENT C AGREEMENT FOR FIRE HALL COMMUNICATIONS TOWER 557784 PGS *8 a, AGR tl*-1,� �IIIN�iW7�111�4 'I�Mi,14PlhhL1�M�,td#11�9'+1 u�1 ft V � Pkase print neatly or type information I sM t y REFERENCE NUMBERS (S) GRANTEE (S) (last. First RefeWce #'s on Page __,,,, Additional grantor on Page _ Additional erantee on page LEGff�,,PROPEPR N mbnw ated torm: [. lotklock.plat M 6Ktiion townafiM.r .Wa to {ova tat Town o hsI tn; WM r 3e w5on mr w. Additionallega) on page TY TAX PARCEUACCOUNT NUMBER 0 / Additional parcel Vson page_ Nor /Recorder will rely on the information provided on this form. The staff will not read the document the accuracy or completeness of the indexing inforrnotipn provided heroin. 1efiCom -FJFR Real Property License - Executable Page 53 ATTACHMENT C AGREEMENT FOR FIRE HALL COMMUNICATIONS TOWER 557784 Page 2 of 8 021031201110.48 AM Commu aications Towar Agreement (2010) AGREEMENT FOR FIRE HALL COMMUNICATIONS TOWER (Sale and Use Agreement) THIS AGREEMENT is made at Port Townsend, Washington, this 1_ 44H* f 2010 (the date which the Just party signs this Agreement), by agd l 1. THE CITY OF PORT TOWNSEND, a Municipal Co �heSeurier referred to as "CITY," and L. 2, JEFFERSON COUNTY, aMunicipal Corporation, d M, ,.• hereinafter referred to as "COUNTY" or JeffCOM 3. JEFFERSON COUNTY FIItE DTSTR[CT 1(ir�n Jefferson Fire Rescue), hereinafter referred to as `D 11r'tGO, o RECITALS: it �� A. City is the municipal goventment of the City ofort�Tgw send City owns the Fire Hall, located at 701 Harrison Street, Port Tdw and legally described as: Block Z, Lots I and 3 in the p Rauch as recorded in Volume 2, Page 26, within the southeast q 2 Township 36 North Range 1 West W.M„ Records of Jef)"isa on Cd Washington. City leased the ( Hall to J�ty District No. 1 ("Fire Distict') effective January 1, 2007 "Fire H menY , in connection with an iNTERLOCAL AGREEMENT FO � O PPIgATION AND MANAGEMENT OF FIRE SERVICES (City o ;and Jefferson County Fire District I (effective, January 1, 2007.( � B. City owns a ynoktous tower (and related equipment) located at the Fire Hall. City desires to communications tower (and related equipment) to JeffCOM subject totl)etmvks Agreement. C. JeftCOM Venires loi urchase the communications tower (and related equipment) subject to the- texuswfis�Aereement are a material part of this Agreement, OF THE RECITALS, TERMS, COVENANTS AND SET OUT HEREIN, THE CITY AND Jeff COM HEREBY AGREE AS t Fveaili Tacbi- -$ehmE VN kgnmM Il 10 U(.IL 409) (5)41„e (4, JeffCom -EIFR Real Property License - Executable Page 54 ATTACHMENT C AGREEMENT FOR FIRE HALL COMMUNICATIONS TOWER W784 Page 3 of 8 021031201110:48 AN Cotnmuaiations Tower Agcement (21) 10) 1. PURCHASE AND SALE. CITY does hereby sell and JeffCOM hereby purchases the City's communications tower and related equipment located at the fire hall. The communications tower and related equipment are as follows: a. - 80' S&- supporting Lattice Tower including the concrete pad and pier, safety harness kit, tightening rod, pounding hardware (including the anted ground system in the Fire Station), and erection drawings. <n \ b. —20' x 18° Ioe Bridge, Support Posts, and Trapeze Supports Equipment List- does not include the Emergency Generator (ownaaintained and tested by the Fire District). \ \� The effective date of the sale and risk of transfer pass on the ttO�'D800),I�:,UstWSST. 2. PRICE; PAYMENT. The price is Eighty tirtusaad The price shall be paid to the City within 45 days of i d e of *,�.greement 3. COMMUNICATIONS TOWER LOCA N, FHT HALL NO LONGER USED AS FM HALL. The communicati ons to and uipment may remain in their existing location including any replacer to tower and equipment at no cost under the terms of an existing lease between tF� Litt and Jefferson County Fire District No. I dated November 21, 2006 (copy attar �� ^'r 4. GENERAL CONDITIOX,% A. Condition of purchase. oe o ce the condition of the above - described equipment in any fashion. No r¢� went on of any warranty of any kind has been or is being made by the City n ;rem a The equipment is sold "as is, where is, with all faults.' JeffCOM acJ�o`��'tlras inspected the equipment to its satisfaction Any maintenance, repsa -@ 1 be the sole responsibility of JeffCOM. B. Access. Je�f s�al�ave reasonable access to service, mAimain, repair and replace the equipment All 1 be accomplished in a manner that interferes with District operations in t& east ss ie manner. C. Utilitielst ( shalt pay for any utilities (electric) in connection with its use of the co oas {and related equipment. JeffCOM at its cost shall segregate the portion of thzo el wcal system related to JeffCOM'S facility, and move all circuits to a separate w]fere all the of electricity related to JeffCOM's facility is separately metered. Lesignx Insura nce. Release. JefiCOM shall hold the City and Fire District any claim, action and/or judgment, including reasonable attorney %s and court any injury to any persons or for damage to any property arising out of JefiCOM's use ofthe premises. Je#iCom shall maintain its own insurance on the communications towel and 2 HMPWt Tywv a 011 Agree,rG tl tsar Qav ])a04)pbleamdoe JeffCom -EJFR Real Property License - Executable Page 55 ATTACHMENT C AGREEMENT FOR FIRE HALL COMMUNICATIONS TOWER 657784 Page 4 of 8 031031201110:48 AN Communications Tower Agreement (2010) equipment for any toss or damage, and waives and releases all claims against City or Fire District, and its employees, and against, with respect to any damage or loss to JeffCom's property for which JeMom has agreed to provide property insurance as set forth above, from any cause, including negligence, but not including intentional acts by City or Fire District E. Assignment or Transfer. First Ri¢bt of Refusal. JefiCOM shall not assign or transfer this agreement or any interest in the Agreement, without Fie District's and City's prior written consent, which Hire District or City may withhold in its discretion. This secti my mamas that the right to maintain a tower at the site is JefiCOM's right, and Jef1COM f 've drat tight to anyone else. The section does not prohibit JeffCOM, in its own not with any requirement for City or District approval, from sellingthe tower, or (su t 116pblo city regulations) putting up a difl'ercnttower. _( In the event of any proposed sale of the tower by Jet refusal to purchase the tower on the same terms and District shall have 30 days after presentation of the i determine w6eiher to make the purchase, and if so, as the original offer, but in no event more than 30 dp snake the purchase. Any attempt 10 sell the p" valid F. Arbitration. Any contravetsy or, breach or alleged breach thereof shall be Arbitration Association. Any costs, expt awarded as determined in the course of tl Party. Jurisdiction for any arbitraC0,4c1 3 F Half Toxw &Ir WU »Aprmnad 11 1008( -3I 400)md a(3} a first right of $COhfto District to die in the same t atknune determination whether to tice to District shall not be out of or related to this Agreement or the rding to the procedures of the American 0 fees incurred in arbitration shall be O. and may be awarded to the prevailing Jefferson County. JeffCom -EJFR Real Property License - Executable Page 56 ATTACHMENT C AGREEMENT FOR FIRE HALL COMMUNICATIONS CENTER 667784 Page 6 of 8 021031201110:46 AM Communica9iom Tower Ageeemeat MI 0) 0. Entire Agreement: Revocation Of Prior Ameemems• Amendments Tl$s Agreement contains the entire agreement ofthe parties hereto with respect to the subject matter of this Agreement and use of the premises, and any other agreement, statement, promise, representation or understanding by any party hereto, or any of their respective agents, representatives, employees or principals which is not contained in this Agreement, is hereby mutually rescinded and zevoked and shall not be binding or valid. Any amendments or additions or modifications to this Agreement in writing executed by the parties hereto. Neither party shall be bound by any verbal ored agreements. \ CITY OF PORT TOWNSBND By: David Timmons, City Manager City Hall 250 Madison Street, #201 Port Townsend, WA 98368 4 i"ve Has Iow Salo aedllia ApamW ]110OB {m n 409) p}clm{h}d« t;ppro—!d as to form only: tr130) sofa Jefferson o. Nrosecruor' Office JeffCom -EJFR Real Property License - Executable Page 57 ATTACHMENT C AGREEMENT FOR FIRE HALL COMMUNICATIONS TOWER 567784 Page 6 of 8 021031201110:48 AM Communications Tower Agreemem (2010) STATE OF WASHINGTON ) )as. COUNTY OF JEFF.►&SON ) On this i0.' day of nov-r� , 2010. befm me the undersigned, alloleryPub6c duly commissioned and sworn, personally appeared David Timmons, known to be the City pager of the CIT1�917 PORT TOWNSEND, the municipality thmoxecmed the foregoing Acmment, and aelmowledged *instrument to be the fife and volunmty ace of said municipality, for the uses end ptaposm tltereinmaotLiOi on oath stored that be is authorized to execute the sold instrument m behslf oithe municlpati[y. WITNESS my hand end official seal hereto affixed the day and year in d1 c�ai�'fica(o abo o ittea My ;n <� t� COQ 5 sozxdi rw,v- s.k v.d tlx nysemart rr ra oa {R. tr n osJ nkt=+=p) ax JefJCom -E1FR Real Property License - Executable Page 58 ATTACHMENT C AGREEMENT FOR FIRE HALL COMMUNICATIONS TOWER 667784 Page 7 of 8 021031201110:48 AM Cormnmicatiam Tower Agreement (2010) STATE OFWASHINGTON ) )3s. COUNTY OF JEFFERSON ) On this — day of 2010, before nix the undersigned, a Notary Public duty commissioned and sworn, personally appeared John Anstin, known to be one of the JetEerso , County Commissioners, that be ecectrted thin foregoing Agreement, and acknowledged the said inssnumcnt to be the fife and wohutnry act of said entity, for the Uses and purposes therein mentioned, and m oath stated that he is nuthoximd m execnss the said instrument on behaHof the entity. A WITNESS my bend and official seat Ledo affixed the day and yew in this cect)fu,i `, d written. 701',i'l1 appomitmgd v STATE OF WASHINGTON COUNTY OF JEFFERSON ) ?. on tills day of 2010, before the m�2i�ga�W, a Notary Public duly commissioned and swats, persona_ lly appeared Phil Johasua, know p -o be one o m Comfy Commissioners, that he executed the foregoing Agreement, and acloaowlad said instnrment m be the fiw and voluntary act of said entity, fi the uses and purposes therein mentioned, an stated thathe is awbor'vcd to execute the said Instrument on behalf of do entity. WITNESS my hand and o@'rcaal e day pad year in this certificate above wrttem [Print tame] STATE OF WASF�IFi'�0,� v' ,7alal:er' al5 On tb and swarm, pa executed the f entity, for t,* NOTARY PUBLIC m and for the State of Washington, residing at .hdy appointment expires 1/ . 2010, before rue the undersigned, a Notary Public duly commissioned David Sullivan, knr a to be man of the Jefferson County Conmaissioners, that he mt, and acknowledged the said instrument to be the free and vohatmy act of avid therein mentioned, and on oath stated that he is atrthoriud to execute the said S my hand and official seal her m affixed the day and year in this certificate above Written. \ ~I' NOTARY PUBLIC is and fort he State of Washington, residing at . MY appointment expires 6 rlrtlUl Tawm 5�4aod Us Aa�rl to nS ]no9>('tM ®t2?d^• JeffCom -E]FR Real Property License - Executable Page 59 ATTACHMENT AGREEMENT FOR FIRE HALL COMMUNICATIONS TOWER 567784 Page 8 of 8 021031201110:48 AM Communications Tower Agreement (2010) STATE OF WASHINGTON ) )ss. COUNTY OF JEFFERSON ) On this 14 day of l f' ,LA bi/ 2010, before me the undersigned, a Notary Public duly commissioned end swum, Personally appeared Jess Bus darmat Jr., known to be the one of the JEFFERSON COUNTY FIRE DISTRICT I Commissioners, that he executed the foregoing Agreement, and acknowledged lit said instrument to be the &ee and voluntary art of said entity, for the uses and purposes therein mentioned, and on oath stated that he is authorized to execte the said instrument on behalf of the entity. A WCINESS my hand and official seal hereto affixed the day and year in this c ' atelabh` written. Notary Public 11 iL. �" Stair ofWashingtaa il,r(J/1 t,pyi%I , csrt5t9 LONIBETH M HARBISON [Prim name] MY COMMISSION EXPIRES NOTARY PUB - the Stara of April 27, 2011 Washington ////,y�' Prt _. My appoiatme STATE OF WASHINGTON COUNTY OF JEFFERSON -- // ) �� On Mis % day of /Y4 VtJi+Y'2010, before me, a Notary Public duly Commissioned ne and sworn, Personally appeared Richard Slap( Jr., (mown to be of the JEFFERSON COUNTY FIRE DISTRICT 1 Commissioners, that he exmutcd the +L�y —c g Agrttmeat, and acknowledged Me said instrument to be the free and voluntary act of said entity, far the nsesSpd therein mentioned, and on oath stated that he is aurhmizedi m execute the said instrument on behalfnfti�e cial seal b�x day and year k His COrtiflcate above written. Notary Public \ 1 tJ State of Waablag[on A../J11iyt.ri /!2t!',GJSO>'1 LONIBETH M HARBISON MY COMMISSION EXPIRES /+,_ [Print name] April 27, 2011 ^ `\` J`i i NOTARY PUBLIC in and fg� the Stmt Of \V f. Washington, residing az -i[t"F xa.t 144. .My C 2` �\\ aPPOnument expires: A11 -27- 70 1) STATE OF WASI�'tiT4t3 V\�` COUNTY OF JEWk( P mud sworn, perso Zane Wyi1, Sr. known m be the one of the JEFFERSON COUNTY FIRE DISTRICT 1 Co o that he executed the foregoing Agreement, and acknowledged the said insaumem m be the frx aaAp ofsaid entity, for Me uses and proposes Herein mentioned, and on oath stated that he is authorized ks t�Me said instrument on behalf of the entity. On this 0 2010. before me the undersigned, a Notary Public duly commissioned S my hand and official seal hereto affixed the day and year in this certificate drove witness. name) ' Notary Public once Of Watbingtoa [Fruit name] �EO`NIBETH M HARBISON NOTARY PUBLIC in and f Me State of Washington, residing ab.1L �l Zd • My MY COMMISSION EXPIRES . AprdZ7.2011 aPPothtr°em�Res: +�/ ^'17-1011 7 flw Hall Tour -aal.a U. ApeemW I 11 0(,er 111 "(3)d. (2) Sic JeffCom -FJFR Real Property License - Executable Page 60 ATTACHMENT D QUIT CLAIM DEED - LOTS 1 AND 3 562737 PG S:2 PDRQCDid. Pwd,t° ■iw1�i4�f,U1AthIP�i.�t�,�t uM,11�§{i���� �i�4 aa�T� JoM P. Wiee, CityAUMM 25o madim :sa° R03s1 Jefferson County Excise Tax N"TOwnswd, WA 9'358 'hlepbpnte3e5 -5941 Ac 395-4290 Aff # 66 © lb }'a Tax $ Saes By Treas QUIT CLAIM DEED t Grantor(s) City of Port Townsend, a Washipgto in rporation Grantee: Jefferson County Fire Distric� a.1( East Jefferson Fire and Resent,) Brief Legal Description(s): Block Z, Lads 1 and 3 in the plat of KWWS Ranch as re olume 2, Page 26, within the southeast quarter of Section 2, Twvnshlp 30 Nortb, Range I West W.M., Se County, Washington. 1 Jefferson County Assessor Tax Ps" N 40 3, 1 FOR AND IN CON SID 9K an Agreement dated December 7, 2010 recorded under AFN 557963 betweet e Cl �P�4 Townsend, a Washington municipal corporation and Jefferson County F' the City of Port Townsend, a Washington municipal corporatio , to by conveys and quit claims to the Jefferson County Fire District No, 1 (a t a F1re Rescue or EJFR), G rantee, and successors and assigns, the followingde ri estate, situated in the County of Jefferson, State of Washington,: ✓jJ Block Z, Lots 1 and A � the Is of Kuhn's Ranch as recorded in Valume 2, Page 26, within the southeast quarter of Section 2, Towns hip(�3 angc l West, W.M., Racords of Je&ecson County, Washington, Together wluatt-innibTnerus located thereon owned by the City of Port Townsend, including but not Im3ilod to the ms of an Agreement between the City of Port Townsend and Jefferson County I, dated December 7, 2010 recorded under AFN 557963. JeffCom -E3FR Rest Property License - Executable Page 61 ATTACHMENT D QUIT CLAIM DEED - LOTS 1 AND 3 562737 Page 2 of 2 101061201112:48 PM IN WITNESS WHEREOF, this Quit Claim Deed is executed on trails A day of eSryaL�cswaU c y , 2011. G OR( David Timmons, Ci Manager Approve efferson County Fire District No. 1: Print Name: &AW C40 STATE OF WASIMGTON )as COUNTY OF JEFFERSON JA Dn this If, 201 to be the City Manager of the City of Port Townset acic awledged that the Deed was signed as his fife and on oath stated that he is authorized to execute Residing at bfy commission expues: Dated: 9 201 Dated: ti holly appeared David Timmons, to mo known the within . and foregoing Deed, and nr the uses and purposes therein mentioned, Npr -•, „ 8j+7Q J JefR3om -FJFR Real Property License - Executable Page 62 ATTACHMENT E QUIT CLAIM DEED -LOT S 563187 PGS:2 QCD Jarrle, at LGO.42 4A RdetQ a City ioe Oorrr iyEl�M1tlW, R.+dlfor wrnmar 1101 RETURN701. Jobn P. Wear, C5y AaOmrr City of Pon Tmriwd 150 meisaa sam, 0201 Pm Town,eod, WA 98768 Teleph�r 385-5991 F= 3154190 Jefferson County Excise Tax Aft # —1167 13 Date Tax $ � - Sale, Amt $ QUIT tLAIM.DEED .. Grantor(s) City of Port Townsend, a Was mun� rporation Grantee: Jefferson County Fire Distrie(a t Jefferson Fire and Rescue) Brief Legal Description(s): Lot 5, Block Z, KuWs Ranch, as per plat recorded in I 2 of Pints, Page 2fi, records of Jefferson County, Washington. Jefferson County Assessor Tax P�y"6fZ wp 1003 FOR AND IN CONSIDON I OF an Agreement dated December 7, 2010 recorded under AFN 557963 betw n e Ot�of P Townsend, a Washington municipal corporation and Jest l lstrict No. 1, the City of Port Townsend, a Washington munici o °� Grantor, hereby conveys and quit claims to the Jefferson County Fire Distr' 1 {�L t Jefferson Fire Rescue or EJFR), Grantee, and successors and assi� "ng described real estate, situated in the County of Jefferson, State of Washingto Lot 5, Block Z. 1 , s �. h, as Per plat recorded in VoluTne 2 of Plats. Page 26, records of Jett'erson County, Washin lout J Together W'1 rovements located thereon owned by the City of Port Townsend. S#bject`tgt�mrs of an Agreement between the City of Port Townsend and Jefferson County Fi"i iicf te 1, dated December 7, 2010 recorded under AFN 557963. JenCom -EJFR Real Property License - Executable Page 63 ATTACHMENT E QUIT CLAIM DEED - LOT S 653187 Page 2 of 2 101281201110:24 AM IN WITNESS WHEREOF, this Quit Claim Deed is executed on this 20ay of &Lf f-rl 4&2 .2011. GRANTR(s. David Timmons, City Manager Approv by effe . n otmty Fire District No. 1: Print Name: STATE OF WASHINGTON i jss COUNTY OF JEFFERSON ) on this ,gj? �ay ofotedk"", 2011, to be the City Manager of ft City of Fort Townsend acknowledged that the Dead was signed as his free and on oath stated ihat he is authorized to es;ccute spi Residing at: My commission expires: Dated: , 201 I\ Dated: 16'114 n J% r appeared David Timmons, m me known within and foregoing Deed, and he uses and purposes therein mentioned, MbT44. leffCom -EJFR Real Property License - Executable Page 64 ATTACHMENT CONSENT TO ASSIGNMENT AND SUBLEASE CONSENT TO ASSIGNMENT AND SUBLEASE TO WHOM IT MAY CONCERN: Pursuant to that certain Agreement for Fire Hall Communications Tower ( "Agreement"), dated November 16, 2010, recorded under Jefferson County Auditor's File No. 557784, by and between the City of Port Townsend, a Municipal Corporation ( "City"); Jefferson County, a Municipal Corporation, through JeffCom ( "JeffCom "); and Jefferson County Fire District 1, aka East Jefferson Fire Rescue ( "EJFR"), the City sold a communications tower ("Tower") and associated equipment to JeffCom, which Tower was (at that time) situated on real property owned by the City and leased exclusively to EJFR ( "Property"). Subsequent to the execution of the Agreement, the City transferred its right, title and interest in and to the Property upon which the Tower is situated to EJFR, pursuant to a Quit Claim Deed recorded on October 28, 2011 under Jefferson County Auditor's File No. 563187. Accordingly, the City has no interest in either the Tower or the Property, except as provided In the Agreement, including, that the City has the right in accordance with Section 4E of the Agreement to withhold consent to any assignment or transfer by JeffCom to an unrelated entity. Notwithstanding the foregoing, in accordance with Section 4E of the Agreement, the City hereby provides its consent to JeffCom to sublease 1effCom's interest in and to the Tower and Property to other communications providers (public and private), Provided, JeffCom shall through its sublicense assure that the sublicensee will not interfere with JeffCom's capabilities for emergency communications; and, in entering into any sublease, JeffCom will not In any way cause JeffCom a need to construct a replacement tower at any cost to JeffCom participating members. In addition, any JeffCom or sublicense use is subject to the City's permitting and zoning regulations. Executed this /7" day of April, 2014. CITY OF PORT TOWNSEND By: Name: Title:_ JeffCom -EJFR Real Property License - Executable Page 65