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HomeMy WebLinkAboutJeffCom - Port Townsend Tower Sublicense - Station 16 - 112414Port Townsend Tower Sublicense - Station 16 Between jeffCom And Jefferson County --Otv . 'VO-3 f , leffCom- leffCounty- -Port Townsend Tower Sublicense - Station 16 Page 1 PORT TOWNSEND TOWER SUBLICENSE - STATION 16 This Port Townsend Tower Sublicense - Station 16 (hereinafter "License') is made this day of N &U1 i . 2014 ( "Effective Date "), by and between JEFFCOM, an interlocal government agency created by Jefferson County, the City of Port Townsend and Jefferson County Fire Districts 1 through 5, with an office located at 81 Elkins Road, Port Hadlock, WA 98339 (hereinafter "Licensor" or "JeffCom "), and JEFFERSON COUNTY, a municipal corporation, with an office at Jefferson County Courthouse, PO Box 1220, 1820 Jefferson Street, Port Townsend, WA 98368 and its officers, officials and employees (hereinafter "Licensee'). The Licensor and Licensee are at times referred to as Parties or Party, collectively or individually. WHEREAS, pursuant to the Prime License (as defined below), Licensor holds an exclusive license to a portion of that certain real property with a street address of 701 and 725 Harrison Street, Port Townsend, WA 98368, as shown in Exhibit A to the Prime License, upon which Licensor owns and operates certain equipment and attachments including, but not limited to, an existing communications tower, fences, utilities and ancillary equipment, attachments and improvements thereto; and WHEREAS, Licensor desires to sublicense to Licensee, and Licensee desires to sublicense from Licensor, certain space on the Tower (defined below)for the installation, operation and maintenance of Licensee's Equipment (defined below), along with other rights and privileges ancillary to the license of such space and operations of Licensee's Equipment located upon. the Licensed Premises (defined below). NOW THEREFORE, for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Parties hereby incorporate each of the foregoing recitals into the terms of this License by this reference and hereby agree to be bound to the following terms and conditions: Section 1: Definitions "Authorization" is defined to mean Licensee's use of the Easements solely for the purposes of ingress, egress, access, utilities and parking. Licensee shall have no more rights with respect to use of the Easements than is held in those Easements by Licensor. "Easements" are defined as those certain non - exclusive ingress, egress, parking and utility access easements described and depicted on Exhibit B - Easements, attached hereto and incorporated herein. "Hazardous Substance" shall for this License have the same definition as found in WAC 173 - 340 -200. "Licensed Premises" is defined to include the Tower Space as defined and described in Exhibit A - Licensed Premises, along with the Easements, attached hereto and incorporated herein. "Prime License" is that certain "Port Townsend Real Property License" dated M Ad el a 2014, by and between Jefferson County Fire Protection District #1, d /b /a East Jefferson Fire Rescue as Licensor and JeffCom as Licensee, attached hereto as Exhibit D- Prime License. "Property" is the real property known as Assessor's Parcel Nos. 965- 703 -001 and 965- 703 -003, being also known as 701 and 725 (respectively) Harrison Street, Port Townsend, WA. "Tower" shall mean the existing communications tower owned by the Licensor at the Property, including any subsequently remodeled, renovated, replaced or repaired communications tower at the Property, and shall include the ground space on the Property licensed to Licensor through the Prime License. JeffCom- JeffCounry- -Port Townsend Tower Sublicense - Station 16 Page 2 Section 2: Tower Sublicense 1) Incorporation of pre - existing rights: a) The Parties are subject to that certain "Interlocal Agreement Regarding Emergency Dispatching, Communications and Other Public Safety Services" which has an effective date of October 1, 2012 (hereinafter "Interlocal Agreement "). This License shall prevail in the event of any conflict of terms or operation between the Interlocal Agreement and this License. b) The Parties are subject to the Prime License. The Prime License shall prevail in the event of any conflict of terms or operation between the Prime License and this License. 2) Term. Subject to the term of the Prime License, the term of this License shall be for twenty (20) years (the "Term ") commencing on the Effective Date, and expiring at midnight on the last day of the Term. a) Holdover Terms. If, upon expiration of the Term, an extension to this License or a new license has not been executed, and provided that Licensee is not in default of any provisions of this License, and if neither Party has delivered to the other a notice of their intention not to renew this License, this License shall automatically renew in one (1) year terms ('Holdover Term(s)") thereafter until terminated as provided herein. Licensee shall continue to occupy the Licensed Premises in accordance with the terms and conditions of this License during any Holdover Term. During any such Holdover Term, either Party may terminate this License by delivering to the other Party a notice of intent to terminate the License at least one hundred and twenty (120) days prior to the end of the then - current Holdover Term. 3) License Fee. Subject to Section 3(c) below, the License Fee for the first (11t) year of the Term shall be Twelve Thousand Dollars ($12,000.00) per year ('License Fee ") to be paid within thirty (30) calendar days of the Effective Date. a) Escalation. Beginning with the second (2 °d) year of the Term, and every year thereafter, the License Fee shall increase by three percent (3 %) over the preceding year's License Fee, to include any increase or decrease in License Fee from added or removing equipment as specified in Section 3(c) below. Each annual License Fee payment shall be paid in advance, due and payable on or before the anniversary of the Effective Date. b) Hold -Over. If Licensee holds over after the Term, the annual License Fee shall increase by three percent (3 %) over the License Fee paid during the immediately preceding year, to include any increase or decrease in License Fee from adding or removing equipment as specified in Section 3(c) below, due and payable in advance, on or before the anniversary of the Effective Date, throughout the Holdover Term(s). c) Equipment Modification. Removal of any portion of Licensee's Equipment listed on Exhibit C from the Licensed Premises by Licensee resulting in a net reduction in the space occupied on the Tower by Licensee's Equipment shall result in a reduction of the License Fee by the amount shown on Exhibit C, as such amount may have escalated in accordance with Section 3(a) - Escalation of this License. Such reduction to be effective on the following anniversary of the Effective Date. Licensee shall not be entitled to a refund of any pre -paid License Fee for net reductions to Licensee's Equipment. Any addition to or modification of Licensee's Equipment on the Tower, other than like- for -like exchanges, shall result in an increase in the License Fee by an amount to be mutually agreed upon by the Parties. Any modification, net reduction or net addition to Licensee's Equipment and the License Fee shall be documented by an amendment to this License. 4) Additional Payments. Except in the case of amounts billed directly to Licensee by a governmental authority other than Licensor, any amounts paid by Licensor on behalf of Licensee that are directly attributable to Licensee's use of the Licensed Premises under this License ( "Additional Payments) ") shall be reimbursed by Licensee to Licensor. Additional Payment(s) shall include that portion, if any, of any IeffCom- leffCounty_Port Townsend Tower Sublicense - Station 16 Page 3 fee or other assessment directly attributable to Licensee's use of the Licensed Premises including, but not limited to: (i) Licensee's pro rata share of any governmental assessments directly attributable to the Licensed Premises or Licensee's Equipment, (ii) any municipal application review fee or antenna installation fee relating to Licensee's use of the Licensed Premises, and (iii) any sales or use taxes that are assessed or due by reason of the License Fee or Additional Payment(s). In connection with any claim for Additional Payment(s), Licensor must deliver to Licensee written evidence, including all reasonable supporting documentation requested by Licensee, to demonstrate that the Additional Payment(s) claimed falls within this Section. Upon receipt of such documentation, Licensee shall have ten (10) business days to reject the documentation; otherwise the documentation shall be automatically accepted. a) Licensee shall have the right, at its sole option and expense, to appeal, challenge or seek modification of any such assessment or billing for which Licensee is wholly or partly responsible for payment. Licensor, at no additional fee to Licensee, shall reasonably cooperate with Licensee in filing, prosecuting and perfecting any appeal or challenge to any assessment. In the event that, as a result of any appeal or challenge by Licensee, there is a reduction, credit or repayment received by Licensor for any Additional Payment previously paid by Licensee, Licensor agrees to promptly reimburse Licensee its pro rata share of the reduction, credit or repayment. 5) Payment Address and Method of Payment. License Fee and any Additional Payment(s) are to be clearly identified as "Port Townsend Tower Sublicense - Station 16 Payment(s)" and mailed to: JeffCom Attn: Executive Director 81 Elkins Road Port Hadlock, WA 98339 Licensor may change the payee and payee address by providing sixty (60) days' prior written notice to Licensee. 6) Ilse of Licensed Premises and Easements, Subject to the terms and conditions of this License, Licensee shall use the Licensed Premises and Easements as follows: a) Use of Licensed Premises. Licensee shall use the Licensed Premises for maintaining, repairing, installing and operating a communications facility and uses incidental thereto, and for no other purpose. Licensee's Equipment on the Tower is described and depicted on Exhibit C - Licensee's Equipment - Tower Equipment (the "Licensee's Equipment "). Licensee may replace or modify its equipment at any time so long as the replacements to Licensee's Equipment are like- for -like and located at the same location on the Licensed Premises or as otherwise approved in advance and in writing by the Licensor, and the power usage is reasonably similar to the Licensee's Equipment being replaced. Licensee shall be permitted to transmit at its full FCC - licensed power, subject to the provisions of Section 13 - Interference below. b) Use of Easements. Licensee has Authorization to use the Easements solely for the purposes of ingress, egress, access, utilities and parking and shall have no more rights with respect to use of the Easements than are contained in the Prime License. c) Authorized Personnel. Only those employees, engineers, service technicians, contractors, subcontractors, agents, or persons under their direct supervision and control, whom Licensee shall have previously designated to Licensor in writing as Licensee's authorized personnel, shall be permitted to enter the Licensed Premises. Licensee shall have full responsibility and liability for the safety and conduct of Licensee's authorized personnel while on any part of the Licensed Premises. All work performed by or for Licensee within the Licensed Premises shall be performed at Licensee's expense by authorized personnel. Licensee agrees that Licensor shall bear no responsibility or liability for the conduct or safety of any of Licensee's authorized personnel while on any part of the Licensed Premises. JeffCom- leffCounty_Port Townsend Tower Sublicense - Station 16 Page 4 d) Government Approvals. It is understood and agreed that Licensee's ability to use the Licensed Premises pursuant to this License is contingent upon Licensee obtaining or maintaining after the Effective Date of this License all of the certificates, permits and other approvals (collectively the "Governmental Approvals ") that may be required by any Federal, State or Local authorities as well as satisfactory geotechnical reports, including but not limited to soil borings reports and structural analyses that will permit Licensee the new or continued use of the Licensed Premises as set forth above. Licensor shall cooperate with Licensee in its effort to obtain such approvals and shall take no action that would adversely affect: (i) the status of the Tower with respect to the proposed use thereof by Licensee, and (ii) Licensee's Authorization with respect to use of the Easement(s) seven (7) days a week, twenty four (24) hours a day over and across the Property. e) Relocation of Licensee's Equipment. Upon request by Licensor, and within ninety (90) calendar days of such request, Licensee shall relocate Licensee's Equipment then located upon Licensed Premises to another location, at Licensor's sole cost and expense, if Licensor deems such relocation necessary or appropriate to accommodate the equipment of Licensor, or other tenants, or if such relocation is necessitated due to work contemplated to be undertaken upon the Licensed Premises by Licensor, provided that any such relocation shall not materially impair the quality of Licensee's communications service or operations at the Licensed Premises. a) Licensee may assign this License to Licensee's principal, or a subsidiary of its principal, or to any entity that acquires all or substantially all of Licensee's Emergency Management assets by reason of a merger, acquisition or other business reorganization, provided that such assignee assumes all of Licensee's obligations hereunder and only utilizes this License as permitted herein. Licensor may assign its interest in the Tower and this License upon written notice to Licensee, provided that such assignee assumes all of Licensors obligations hereunder. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, Licensee shall not assign this License to any for - profit entity. b) Except as specified in Section 7(a), this License may not be assigned or transferred by Licensee to any other party without the prior written consent of Licensor, which consent may be withheld, delayed, conditioned or denied, in Licensor's sole discretion. c) Licensee may sublease, sublicense, or allow use of a portion of the Licensed Premises to any entity that provides a service that is reasonably necessary to Licensee's operations, with the prior written consent of Licensor, which consent shall not be unreasonably withheld, delayed or conditioned, and provided that such sublease or sublicense shall be limited to Licensee's allotted space and be otherwise consistent with this License. d) Except as otherwise specified in Section 7(c) Licensee may not sublet or sublicense all or any portion of the Licensed Premises nor allow any portion of the Licensed Premises to be used by another party without the prior written consent of Licensor, which consent may be withheld, delayed, conditioned or denied, in Licensor's sole discretion. 8) Maintenance. Licensee shall be responsible, whether owned, licensed or installed by Licensee now or in the future, for (i) all maintenance of Licensee's Equipment, as may be modified or upgraded from time to time, and sublicensee(s) equipment, (ii) compliance with all Governmental Approvals including but not limited to all permits, local, state and federal, and FAA and FCC requirements, said maintenance to be regularly accomplished, in accordance with industry standards and to include prompt removal of known or obvious hazards. Licensor shall maintain all access roadways from the nearest public roadway to the Licensed Premises in a manner sufficient to allow pedestrian and vehicular access at all times. Licensor shall be responsible for maintaining and repairing such roadways, at its sole expense, except for any damage caused by Licensee's use of such roadways. 9) Ownership of Equipment All of Licensees Equipment, trade fixtures, trade equipment and utilities installed by Licensee, if any, for its purposes, whether or not attached to the Licensed Premises, will leffCom- JeffCounty_Port Townsend Tower Sublicense - Statinn 16 Page 5 remain the property of Licensee and Licensee shall have the right to remove the same at any time and from time to time during the Term or any Holdover Term of this License, or at the expiration or prior termination thereof. Furthermore, Licensor shall have no right or claim to any insurance proceeds payable on account of damage to or destruction of any of Licensee's Equipment and personal property of Licensee. The Authorization for use of the Easements granted to Licensee under this License shall continue during the Removal Period (defined below) as necessary for Licensee to remove Licensee's Equipment and personal property from the licensed Premises. 10) Successors and Assigns, This License shall run with the Property and Easements. This License shall be binding upon and inure to the benefit of the Parties, their respective successors, personal representatives and assigns, and sublicensee(s). 11) Subordination. This License is and shall be subordinate to the Prime License, and all mortgages which may now or hereafter be secured upon the Property, Easements or the Licensed Premises and to any and all renewals, modifications, consolidations, replacements and extensions thereof. 12) Waiver of Licensor's Lien. Licensor hereby waives any and all lien rights it may have statutory or otherwise, concerning Licensee's Equipment and personal property on the Licensed Premises, or any portion thereof, which shall be deemed personal property for the purposes of this License, regardless of whether or not same is deemed real or personal property under applicable Laws, and Licensee shall have the right to remove all or any portion of same from time to time in Licensee's sole discretion and without notice to Licensor and without Licensee's consent. 13) Interference. The Parties agree that Licensor, and /or any of Licensor's current or future tenants on the Tower, will be permitted to install only such equipment that is of the type and frequency that will not cause harmful interference to the then - existing Licensee's Equipment or that of Licensee's sublicensees. The Parties agree that Licensee, and /or any of Licensee's current or future assignees or sublicensees having equipment or facilities on the Tower will be permitted to install only such equipment that is of the type and frequency that will not cause harmful interference to the then - existing Licensor's Equipment on the Tower. The Parties acknowledge that there will not be an adequate remedy at law for noncompliance with the provisions of this Section, and therefore Licensor and Licensee shall have the right to all legal and equitable remedies, such as, without limitation, injunctive relief and specific performance. 14) Termination. Except as otherwise provided in this License, and in addition to other termination rights contained in this License, this License may be terminated, without any penalty or further liability, as follows: (i) by Licensee upon sixty (60) days prior written notice if it is unable to obtain or maintain any license, permit or other approval necessary to the operation of Licensee's Equipment or the Licensed Premises; or (ii) by Licensee upon ninety (90) days' prior written notice if Licensee determines, in its sole discretion, that the Licensed Premises are no longer suitable for its purposes for any reason. In the event of early termination described in this Section, Licensee shall not be entitled to a refund of any prepaid License Fee. 15) Breach. In the event there is a Breach by either Party under this License, the non - breaching Party shall give the breaching Party written notice of such Breach in the manner set forth within Section 26 - Notices below. The occurrence of any one or more of the following events by either Parry constitutes a "Breach" of this License: a) The failure of Licensee to pay the License Fee, Additional Payments, or any other amount due under this License when such payment is due. b) The failure of Licensee, its agent(s), subcontractor(s) or employee(s) to perform or observe any provision of this License. c) The misrepresentation by either Party in any of the representations or warranties contained herein. d) The failure of either Party to comply with the covenants, terms, conditions and provisions of this leffCom- leffCounty_Port Townsend Tower Sublicense - Station 16 Page 6 License. 16) Remedies in the Event of a Breach. After written notice of a Breach is deemed validly given, as set forth within Section 26 - Notices below, the breaching Party shall have thirty (30) calendar days in which to cure any monetary Breach, and sixty (60) calendar days to cure any non - monetary Breach. The breaching Party shall have such extended period as may be required beyond sixty (60) calendar days for a non - monetary breach, provided that the nature of the cure is such that it reasonably requires more than sixty (60) calendar days, subject to the following requirements: a) The breaching Party commences the cure within thirty (30) calendar days of its receipt of written notice of such Breach; and b) The breaching Party delivers to the non - breaching Party, in writing, and the non - breaching Party accepts, in writing, an acceptable cure to such Breach (as specified herein); and c) The breaching Party thereafter continuously and diligently pursues the cure to completion. In no case shall the cure period for any Breach be extended beyond ninety (90) calendar days, unless agreed upon in writing by the non - breaching Party. The non - breaching Party may not maintain any action or effect any remedies for Default against the breaching Party unless and until the breaching Party has failed to cure the Breach within the time periods provided in this Section. 17) Default. The failure of the breaching Party to cure a Breach within the time frames set forth above shall result in a "Default" under this License. In the event of a Default, the non - defaulting Party shall deliver written notice of such Default to the defaulting Party, and the following shall apply: a) Licensoe's Remedies. In the event of a Default by Licensee, Licensor may, but shall not be required to, pursue all or any of the following remedies: i. Terminate this License without further liability, subject to the provisions of this License, and ii. Make any payment required of Licensee herein or comply with any term, covenant or condition required hereunder to be performed by Licensee, including obtaining reasonably required insurance policies, and iii. Pursue any other rights and remedies available at Law or in equity, subject to the provisions of this License. b) Licensee's Remedies. In the event of a Default by Licensor, Licensee may, but shall not be required to, pursue all or any of the following remedies: i. Terminate this License without further liability, subject to the provisions of this License, and ii. Make any payment required of Licensor herein or comply with any term, covenant or condition required hereunder to be performed by Licensor, including obtaining reasonably required insurance policies, and iii. Pursue any other rights and remedies available at Law or in equity, subject to the provisions of this License, and iv. Cure any defaults in the payment of any mortgage or other interest encumbering the Licensed Premises or the Tower. Upon doing so, Licensee shall be subrogated to any and all rights, titles, liens and equities of the holders of such mortgage or other interest. JeffCom- JeffCounty_Port Townsend Tower Sublicense -Station 16 Page 7 c) The remedies given in this Section to the Parties shall be cumulative, and the exercise of one right or remedy shall not impair that Party's right to exercise any other right or remedy. NOTWITHSTANDING THE FOREGOING, each Party shall use reasonable efforts to mitigate its damages in connection with a Default by the other Party. d) In the event that the non - defaulting Party fails to exercise its rights under this License within sixty (60) calendar days following an event of Default, and the defaulting Party cures such Default, the non - defaulting Party shall not be entitled to pursue any further action against the defaulting Party for such cured Default. e) If either Party remedies the Default, the Default will be deemed cured and the full amount of the actual cost and reasonable expenses incurred by the non - defaulting Parry 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. 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 signets by the non - breaching or non - defaulting Party. 18) Removal of Communications Facility upon Termination. Following any termination or expiration of this License, Licensee shall remove all of Licensee's Equipment and personal property from the Licensed Premises and /or Tower. In performing such removal, Licensee shall restore the Licensed Premises to the condition that existed as of the Effective Date, reasonable wear and tear excepted. If Licensee fails to remove Licensee's Equipment and personal property within one hundred eighty (180) days after expiration or earlier termination of this License ( "Removal Period "), Licensor may remove and dispose of Licensee's Equipment and personal property without any liability or recourse for damages, and Licensee shall reimburse Licensor for the reasonable costs of such removal and restoration of the Licensed Premises upon Licenser's demand therefor. Moreover, at Licensor's option, if Licensee fails to remove Licensee's Equipment and personal property within the Removal Period, Licensor may deem Licensee's Equipment and personal property abandoned in which event Licensee's Equipment and personal property shall become Licensor's property. Licensee shall be permitted to operate Licensee's Equipment during the Removal Period. Should the Removal Period exceed the current annual term, Licensee shall pay monthly, in advance, one - twelfth (1/12) the then - current annual License Fee to Licensor until such time as the Licensee's Equipment is removed and the Licensed Premises are restored as provided herein. Any partial months shall be prorated. 19) Insurance. Unless otherwise mutually agreed to by the Parties: Licensee and its sublicensee(s) shall provide and carry the following insurance or equivalent thereto: a) Licensee shall carry liability and property financial protection insurance covering its use of the Licensed Premises and Easements. Licensee may satisfy this requirement through the Washington Counties Risk Pool, a self- insured municipal risk pool ( "WCRP "). Licensee or its insurer will notify the Licensor in writing not less than thirty (30) days in advance of any cancellation in coverage thereof. At a minimum, Licensee shall obtain Commercial General Liability Insurance including but not limited to, personal injury, broad form property damage, independent contractor, products /completed operations with limits not less than $2,000,000 per occurrence and $4,000,000 in the aggregate. b) Licensee shall furnish the Licensor with certificates of insurance ( "COI") prior to any work by Licensee at the Property covering Licensee's Use of the Licensed Premises and /or Easements as leffCom- leffCounty-Port Townsend Tower Sublicense - Station 16 Page 8 allowed by Section 6 - Use of Licensed Premises and Easements. Prior to commencing any testing, installation, repair or maintenance work on the Licensed Premises and /or Easements, Licensee shall ensure that its sublicensee(s), contractors and /or subcontractors will provide Licensor with a COI evidencing the required insurance coverage. c) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION, Licensor shall have five (5) business days following its receipt of a C01 to approve or reject such C01 and insurance coverage provided by Licensee or its sublicensees, contractors and /or subcontractors. Failure by Licensor to provide Licensee with written rejection of any 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 C01 and coverage. d) The Licensee shall, within thirty (30) calendar days of the Effective Date of this License, and annually thereafter, provide the Licensor with a true and complete copy of the self- insurance liability policy provided to it by the WCRP. Licensee confirms here that the self - insurance liability policy provided to it by the WCRP is occurrence based. e) The Licensee shall maintain Worker's Compensation coverage as required under the Washington State Industrial Insurance Act, Title 51 RCW for all Licensor's employees, agents, representatives and subcontractors who are eligible for such coverage under Title 51 RCW. f) The insurance Licensee is required to obtain and maintain pursuant to this License shall not in any manner limit or qualify the liabilities or obligations of the Licensee under this License. Nor shall it cap any liability of the Licensee if an injured third party is awarded costs, fees, including attorney's fees or other monetary damages due to an act or omission of the Licensee. g) The insurance Licensee is required to obtain and maintain pursuant to this License shall provide primary coverage. Any third party liability coverage provided to the Licensor by the Washington Cities Insurance Authority shall be non- contributory to the insurance policies Licensee must obtain and maintain. h) Licensee agrees to waive subrogation with respect to each policy of insurance it must obtain and maintain pursuant to this License. This requirement shall not apply to any policy which includes a condition expressly prohibiting waiver of subrogation by the insured or which voids coverage should the Licensee enter into such a waiver of subrogation on a pre -loss (pre- occurrence) basis. 20) Destruction of Licensed Premise . If the Property or the Licensed Premises are destroyed or damaged so as, in Licensee's reasonable judgment, to hinder the effective use of the Tower or the Licensed Premises, Licensee may elect to terminate this License as of the date of the damage or destruction by notifying Licensor not more than forty -five (45) days following the date of damage or destruction. In such event, all rights and obligations of the Parties shall cease as of the date of the damage or destruction, except those that survive this License, and Licensee shall be entitled to the reimbursement of any License Fee and Additional Payment(s) prepaid by Licensee. 21) Condemnation. If a condemning authority provides notice that it intends to take all of the Licensed Premises, or a portion sufficient, in Licensee's determination, to render the Licensed Premises unsuitable for the use that Licensee was then making of the Licensed Premises, Licensee shall have the right, at its sole discretion, to immediately terminate this License, upon written notice to Licensor. In the event Licensee terminates the License pursuant to this Section, the License shall terminate on the earlier to occur of (i) the date of Licensor's receipt of Licensee's termination notice pursuant to this Section; or (ii) as of the date the title vests in the condemning authority. The Parties shall be entitled to share in the condemnation proceeds in proportion to the values of their respective interests in the Licensed Premises. Sale of all or part of the Licensed Premises to a purchaser with the power of eminent domain in the face of the exercise of power shall be treated as a taking by condemnation. If the condemning authority is Licensee, then Licensee must provide Licensor with no less than one (1) year's prior written notice of its intent to take the Licensed Premises in whole or in part. IeffCom- JeffCounry_Port Townsend Tower Sublicense -Station 16 Page 9 22) Hold Harmless. Each Party shall indemnify, defend and hold the other Party, its affiliates, subsidiaries, directors, officers, employees and contractors, harmless from and against any claim, action, damages, liability, loss, cost or expense (including reasonable attorneys fees and costs), resulting from or arising out of the use, acts, omission, or occupancy of the Property, the Tower, the Licensed Premises, the Easements, or rights -of -way by the indemnifying Party and /or any of its contractors, subcontractors, agents, employees or invitees except to the extent that such injury or property damage is due to the gross negligence or willful misconduct of the indemnified Party and /or any of its contractors, subcontractors, agents, employees or invitees. 23) Title and Quiet Enjoyment. Licensor warrants that it has full right, power, and authority to execute this License and holds an exclusive license to the Licensed Premises, and non - exclusive rights to the Easements free and clear of any liens or mortgages. Licensor further warrants that Licensee shall have the quiet enjoyment of the Licensed Premises pursuant to this License during the Term of this License or any Holdover Term or renewal thereof. Licensor warrants that there is no license, decree, regulation, order, easement, lien restriction, or other encumbrance that would adversely affect or prevent the use of the Licensed Premises by Licensee as set forth herein. a) Licensee has the right to obtain a title report or commitment for a title policy from a title insurance company of its choice. If, in the opinion of Licensee, such title report shows any defects of title or any liens or encumbrances, that may adversely affect Licensee's use of the Licensed Premises or Licensee's ability to obtain financing, Licensee shall provide notice to Licensor of such defect or encumbrance, and Licensor shall have sixty (60) calendar days, or any term agreed upon by the parties, to remedy the defect of title. If Licensor is unable or unwilling to correct the defects or encumbrance, Licensee shall have the right to terminate this License upon sixty (60) calendar days written notice to Licensor. b) Licensee will hold Licensor harmless from and indemnify Licensor against and from any damage, loss, expenses or liability resulting from a Hazardous Substance (as defined herein) generated, stored, disposed of or transported to, on or under the Licensed Premises attributable to Licensee's use of the Licensed Premises, including all reasonable attorneys' fees and costs incurred as a result thereof. Licensor will hold Licensee harmless from and indemnify Licensee against and from any damage, loss, expenses or liability resulting from a Hazardous Substance generated, stored, disposed of or transported to, on or under the Property attributable to Licensor's use of the Property, including all reasonable attorneys' fees and costs incurred as a result thereof. This indemnity shall survive indefinitely any expiration or termination of this License. NOTWITHSTANDING THE FOREGOING, Licensee shall have the right to have any environmental audit performed, in its sole discretion, and in the event that conditions exist that, in the opinion of Licensee, may adversely affect Licensee's use of the Licensed Premises or Licensee's ability to obtain financing, Licensee shall have the right to terminate this License upon written notice in a manner consistent with Section 26 - Notices below to Licensor. 24) Tower Compliance. Licensor represents that, to Licensor's best knowledge, without duty to investigate, that as of the Effective Date, the Tower is in compliance with all applicable Laws, and Licensor further represents that the Tower will remain in compliance with all applicable Laws, guidelines, engineering specifications, and tower marking /lighting requirements of all government agencies, including but not limited to, the Federal Aviation Administration ( "FAA ") and the Federal Communications Commission ( "FCC -). 25) Miscellaneous. a) Each Party in any litigation arising hereunder shall pay its own attorneys' fees and court costs, including appeals, if any. b) Each Party agrees to furnish to the other Party, within ten (10) business days after request, such truthful estoppel information as the other may reasonably request. The Party receiving the requested IeffCom- IeffCounty_Port Townsend Tower Sublicense - Station 16 Page 10 estoppel information may not question or dispute the quality or authorship of said estoppel information. c) This License constitutes the entire agreement and understanding of the Parties, and supersedes all offers, negotiations, inter -local agreements or amendments and other agreements between the Parties with respect to the subject matter hereof. There are no representations or understandings of any kind not set forth herein. Any amendments to this License must be in writing and executed by both Parties. d) If either Party is represented by a real estate broker, attorney or consultant in this transaction, that Party shall be fully responsible for any fee(s) due, and shall hold the other Party harmless from any claim for compensation by such other Party. e) Licensor agrees to cooperate with Licensee in executing any documents necessary to protect Licensee's rights hereunder or Licensee's use of the Licensed Premises. f1 This License will be recorded with the Jefferson County Auditor at Licensee's expense. g) This License shall be construed in accordance with the laws of the State Washington. The Parties warrant and represent to each other that they have had representation by legal counsel and /or have had the opportunity to be represented by legal counsel during all stages in the negotiation of this License. The Parties further agree that they have participated in the negotiating and drafting of this License and stipulate that this License shall not be construed more favorably with respect to either Party. h) If a deed of trust, mortgage or other encumbrance affects the Licensed Premises, Licensor shall obtain for Licensee's benefit, and for the benefit of Licensee's sublicensees (if applicable), a non- disturbance and attornment agreement in a form reasonably satisfactory to Licensee or such sublicensee, and containing the terms described below (the "Non- Disturbance Agreement "). The Non - Disturbance Agreement shall recognize Licensee's and sublicensee's right to remain in occupancy of and have access to the Licensed Premises as long as Licensee is not in default of this License beyond applicable notice and cure periods. The Non - Disturbance Agreement shall include the encumbering party's agreement that, if Licensor's successor -in- interest or any purchaser of Licensor's or its successor's interest (a "Purchaser') acquires an ownership interest in the Tower, Property or the Easements, such Purchaser will (1) honor all of the terms of this License, (2) fulfill Licensor's obligations under the License, and (3) promptly cure all of the then - existing Licensor's defaults under the License. Such Non - Disturbance Agreement must be binding on all of Purchasers. In return for such Non - Disturbance Agreement, Licensee will execute an agreement for Licensor's benefit in which Licensee (1) confirms that this License and any 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 Tower, 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. 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 leffCom- leffCounty_Port Townsend Tower Sublicense - Station 16 Page 11 Licensee's Equipment to be located within the Licensed Premises. 1) This License may be executed in duplicate counterparts, each of which shall be deemed original. m) The Parties agree that the execution of this License by one or both Parties will become valid only upon full execution of the following agreements by both Parties within forty-five (45) days of the last signature on this License. The agreements to be executed within forty-five (45) days are: i. Coyle Road Real Property License ii. Coyle Road Tower and Building Sublicense Agreement (Public Works Radio) iii. Port Hadlock License and Use Agreement for JeffCom iv. Port Hadlock Tower License n) Time is of the essence in each and every provision of this License. o) Nothing contained in this License shall be construed to create a joint venture, partnership, tenancy -in- common, joint tenancy relationship, or any other type of relationship between Licensee and Licensor. p) No officer, official, employee, representative or employee of the Licensee shall be considered an employee of the Licensor and No officer, official, employee, representative or employee of the Licensor shall be considered an employee of the Licensee. 26) Notices: All notices hereunder must be in writing and shall be deemed validly given if (i) sent by certified mail, return receipt requested, in which case the notice shall be effective three (3) business days after deposit in the U.S. Mail; or (ii) by a nationally recognized courier service that provides overnight delivery and provides verification of such delivery, or attempted delivery, in which case the notice shall be effective upon receipt or rejection of delivery, or attempted delivery, and addressed as follows (or to such alternate address as either Party may specify to the other, in writing, at least ten (10) business days prior to such notice being given): (E- mailed carbon copies of the official notice are also authorized.) To Licensor: JeffCom Attn: Executive Director 81 Elkins Road Port Hadlock, WA 98339 khatton@4c s@_n 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 firelaw(@comcast net To Licensee: Jefferson County Attn: Central Services Director 1820 Jefferson St. P.O. Box 1220 Port Townsend, WA 98368 fgi fford Coil co,j efferson.wa. us with Copy to: County Administrator Jefferson County Courthouse 1820 Jefferson SL P.O. Box 1220 Port Townsend, WA 98368 n morley@ co,j e fferson.wa. us [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANIQ JeffCom- leffCounTy_Port Townsend Tower Sublicense - Station 16 Page 12 27) Exhibits. This License is subject to the terms and conditions of the exhibits referenced below, which are attached hereto and by this reference, made a part hereof: Exhibit A Description of Licensed Premises Exhibit B Description of Easements Exhibit C Licensee's Equipment - Tower Equipment Exhibit D Prime License IN WITNESS WHEREOF, Licensor and Licensee have executed this License as of the Effective Date. Licensor: JEFFCOM by: - Karl Hatton its: Executive Director Licensee: JEFFERSON COUNTY Date: !C' �l by: ✓� Date: i Jo n Austin its: County Commissioner District #3 ATTEST: Carolyn AvLqy, date Deputy Clerk of the Board �PPROV D AS T FORM: az I I David Alvarez, date Chief Civil Deputy Prosecutor Licensee: JEFFERSON COUNTY by: #11A_ Date: Phillip Johnson its: County Commissioner District #1 Licensee: JEFFERSON COUNTY by: ate: David livan i_ie i tn. Mr- - Y JeffCom- JeffCounty_Port Townsend Tower Sublicense -Station 16 Page 13 NOTARY BLOCK - JEFFCOM STATE OF WASHINGTON SS. COUNTY OF JEFFERSON I certify that 1 know or have satisfactory evidence that Karl Hatton is the person who appeared before me, and he acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as the Executive Director of JeffCom, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. DATED: �� I.7 STATE OF WASHINGTON COUNTY OF JEFFERSON Notary Public in and for the Sate of Washington 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 voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: O- F?pTAgt � k A4Bl�b r.w (Signature o otary) �.�rtvn AZ�0- y Ij Notary Public in and for the State of W shington My appointment expires: -> ` JeffCom- leffCounty_Port Townsend Tower Sublicense - Station 16 Page 14 NOTARY BLOCK- Jefferson County STATE OF WASHINGTON SS. COUNTY OF JEFFERSON 1 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 ctrfof such parry for the uses and purposes mentioned in the instrument. DATED: I �� l �IIG t of sill G 11 41, 1111 \ \ \ \���� STATE OF WASHINGTON COUNTY OF JEFFERSON (C/,q}w' lv (Signature of Notary, O�fLOC�YV R7 CK� Notary Public in and for the St to of Washington I fieMy appointment expires: NOTARY BLOCK - Jefferson County SS. I certify that 1 know or have satisfactory evidence that John Austin is the person who appeared before me, and he acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as 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: It► .a,„,,N 9fl`yi '�yasewp "Np //i A�r,9 i //i O''N�B•ttl ?_ ItItNNN���� (Signatur of tary) �7z c�yw fht rz� Notary Public in and for the State of Wa hin on My appointment expires: .3 IeffCom- leffCounty Port Townsend Tower Sublicense - Statioal6 Page 15 EXHIBIT A DESCRIPTION OF LICENSED PREMISES Real Property Address: 701 and 725 Harrison St. Port Townsend, WA 98368 Licensed Premises: includes the area extending approximately ten feet (10') generally East to West from the eastern property line, and thirteen and two tenth's feet (13.2') generally North to South as generally shown in the drawing below, and the ice bridge extending from the tower to the existing building on the Property. (Drawing below not to scale) o � r r. v n ` Sidewalk '•:JeffCorrl911 - Parking Area Tower Base Ice Bridge Fire Station " Building ` Parking t II Parking NOTE: All dirnens�ns, placement and orients [ionsareappro,imate - leffCom- leffCuunty- -Port Townsend Tower Sublicense - Station 16 Page 16 EXHIBIT B DESCRIPTION OF EASEMENTS Licensor grants to Licensee Authorization to use the following non - exclusive Easements: Easement for ingress, egress and parking: An Easement for ingress, egress, through the existing parking lot or along the east side of the building. Licensor also grants to Licensee the use of one (1) parking space on an as- available basis. Access to the Licensed Premises shall not be blocked at any time. Utilities Easement: A non- exclusive Easement for utilities along, over, or under portions of the Property for the provisioning of utilities to and from the Licensed Premises, power meter, telecommunications vaults or panels, including the use of conduits, trenches, or overhead areas, or other locations inside or outside the Licensed Premises as is necessary in Licensee's reasonable discretion to operate, maintain, upgrade, or otherwise use the Licensed Premises. IeffCom- leHCounry- -Port Townsend Tower Sublicense -Station 16 Page 17 EXHIBIT C LICENSEE'S EQUIPMENT - TOWER EQUIPMENT Licensee's Equipment permitted upon the Tower and the associated initial annual cost for same is set forth in the table below (collectively, the "Tower Space "): Antennas Cabline Item 1 1 D_ty, Antenna Tyll 1= D ension 2 1 Coax # 1/2" 48' 3 1 Location Mount Level Associated" 1 1 VHF Whip 16' S Leg 62' $3,600.00 2 1 Dual Band HAM Whip 12' NW Leg 48' $0 3 1 Microwave Dish 2' NE Leg So' $2,400.00 4 1 Radio for Radio 9 "x12 "x5" S Leg 50 Included in Microwave standoff above 100' (from 5 1 HF Amateur Wire tower to NE Leg 41' Band building) $0 6 1 VHF Whip 4' NE Leg 62' $3,000.00 7 1 1 UHF Whip 1 4' S Leg 1 62' 1 $3,000.00 Cabline Item 1 1 Coax Model LMR400 Size 3/8" Approximat mmmmm 62' 2 1 Coax LMR 600 1/2" 48' 3 1 Coax between antenna items #3 & #4 LMR 600 1/2" 45' to 50' 4 1 Ethernet Cats 1/4" 45' 5 0 N/A 6 1 Coax LMR 600 1/2" 62 7 1 1 1 Coax LMR 600 1/2" 1 62 ** Per Section 3 - License Fee above, these amounts shall increase by 3% annually commencing on the first anniversary of the Effective Date of the License, and on each successive anniversary of the Effective Date thereafter throughout the Term and any Holdover Term(s). Section 3 rather than this Exhibit C shall control the compensation owing from Licensee to Licensor. leffCont- JeffCounTy_Port Townsend Tower Sublicense - Station 16 Page 18 EXHIBIT D PRIME LICENSE (See Attached) JeffCom- leffCounTy_Pom Townsend Tower Sublicense - Station 16 Page 19 584107 PGS :6 MEMO 06/02/2014 01:35 PM $77.00 KARL HATTON Jefferson County WA Auditor's Office - Donna Eldridge, Auditor FILED AT THE REQUEST OF; AFTER RECORDING, RETURN TO: ]effCom 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 S, 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 (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 attached hereto. The Licensed Premises Address is: 701 Harrison Street, Port Townsend WA 98368, and is further described and depicted in Exhibit B attached hereto. The Easements are described in Exhibit B -1 attached hereto. This Memorandum of Port Townsend Real Property License is for recording purposes only and is not binding, nor does it reflect the terms and conditions of the License. All defined terms used herein have the same meaning as defined in the License. The duplicate and original copies of the License are held at the Licensor's and Licensee's addresses set forth above. This Memorandum of Port Townsend Real Property License may be executed in duplicate counterparts, each of which shall be deemed an original. IN WITNESS WHEREOF, the Parties have executed this Memorandum of Port Townsend Real Property License as of the day and year first above written. Licensor: JEFFERSON COUNTY FIRE PROTECTION DISTRICT #1, d /b /a a Jeff s Fire Rescue / 1 b . Date Licensee: JEFFCOM by; Date: _646: Karl Hatton its: Fire Chie I its: Executive Director NOTARY BLOCK - EJFR STATE OF WASHINGTON SS. COUNTY OF JEFFERSON I certify that 1 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 lefferson County Fire Protection District #1 d /b /a East Jefferson Fire Rescue to be the free and voluntary act of such Party for the uses and purposes mentioned in the instrument. Dated: Z ZE7 Notary Seal Notary Public State of Washington LONIBETH M. HARBISON MY COMMISSION EXPIRES June 27, 2015 STATE OF WASHINGTON COUNTY OF JEFFERSON (Signiture of Notary) Notary Public in and for the State of Washington My appointment expires: 4-W6t �� M-5 NOTARY BLOCK - JeffCom SS. I certify that I know or have satisfactory evidence that Karl Hatton is the person who appeared before me, and he acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument, and acknowledged it as the Executive Director of Jeff om, to be the free and voluntary act of such Party for the uses and purposes mentioned in the instrument. DATED: (4/Z 2-6 1 Notary Public state of Washington LONIBETH M. HARBISON MY COMMISSION EXPIRES June 27, 2015 (Signat e of Notary) Notary Public in and for the State of Washington My appointment expires: V -0,ne- ir7� 7-��� EXHIBIT A LEGAL DESCRIPTION OF LICENSOR'S PROPERTY Licensor's Property is described as Block Z, Lots 1, 3 and 5 in the plat of Kuhn's Ranch as recorded in Volume 2, Page 26, within the southeast quarter of Section 2, Township 30 North, Range 1 West, W. M., records of Jefferson County, Washington, Jefferson County Assessor Tax Parcel Nos. 965- 703 -001 and 965 - 703 -003. Licensor's Property is depicted in the survey recorded in Jefferson County under Auditor's File Number 472770. Note: The drawing below is not to scale. Pewer- I I I I I �orM I I I I I EXHIBIT E LICENSED PREMISES r i i l Q' tx CG �' f1J 5i a' V) i G 0 d h m C Y 6. 4 C Y 6. m C .Y a EXHIBIT B -1 EASEMENTS Licensor grants to Licensee the following Easements: Easement for ingress, egress and parking: An Easement for ingress, egress, through the existing parking lot or along the east side of the building. Licensor also grants to Licensee the use of one (1) parking space on an as- available basis. Access to the Licensed Premises shall not be blocked at any time. Utilities Easement: A non - exclusive Easement for utilities along, over, or under portions of the Property for the provisioning of utilities to and from the Licensed Premises, power meter, telecommunications vaults or panels, including the use of conduits, trenches, or overhead areas, or other locations inside or outside the Licensed Premises as is necessary in Licensee's reasonable discretion to operate, maintain, upgrade, or otherwise use the Licensed Premises. 584107 PGS:6 MEMO 06/02/2014 01:35 PM $77.00 KARL HATTON Jefferson County WA Auditor's Office - Donna Eldridge, Auditor VIII0F1RW410 WA14AMMAPOHN 11111 FILED AT THE REQUEST OF; AFTER RECORDING, RETURN TO: JeffCom 81 Elkins Road Port Hadlock, WA 98339 DOCUMENT TITLE: MEMORANDUM OF PORT TOWNSEND REAL PROPERTY LICENSE REFERENCE #S OF DOCS ASSIGNED OR RELEASED: N/A GRANTOR: JEFFERSON COUNTY FIRE PROTECTION DISTRICT #1, d /b /a East Jefferson Fire Rescue GRANTEE: JEFFCOM ABBREV. LEGAL DESCRIPTION: Block Z, Lots 1, 3 and 5 in the Plat of Kuhn's Ranch, as recorded in Volume 2, Page 26, SE Quarter of Section 2, Township 30 North, Range 1 West, W.M., Jefferson County, WA (See Page 4 for full description) APN: 965 703 001 and 965 703 003 This Memorandum of Port Townsend Real Property License is entered into on this 22nd day of May, 2014 by and between JEFFERSON COUNTY FIRE PROTECTION DISTRICT #1, d /b /a East Jefferson Fire Rescue, with its principal offices located at 40 Seton Road, Suite A, Port Townsend, WA 98368 ( "Licensor'), and JEFFCOM, an inter -local government agency created by Jefferson County, the City of Port Townsend and Jefferson County Fire Districts 1 through 5, with an office located at 81 Elkins Road, Port Hadlock, WA 98339 ( "Licensee "). Licensor and Licensee entered into the Port Townsend Real Property License with the Effective Date of the 22nd day of May, 2014 ( "License "), for the purpose of installing, operating and maintaining a radio communications facility and other improvements on a portion of Licensor's Property ( "Licensed Premises "). All of the foregoing is set forth in the License. The License has a Term of Fifty (50) years commencing on the Effective Date and ending on the last day of the Term, unless held over by Licensee on an annual basis thereafter. Licensor's Property is legally described in Exhibit attached hereto. The Licensed Premises Address is: 701 Harrison Street, Port Townsend, WA 98368, and is further described and depicted in Exhibit B attached hereto. The Easements are described in Exhibit B -1 attached hereto. This Memorandum of Port Townsend Real Property License is for recording purposes only and is not binding, nor does it reflect the terms and conditions of tine 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 maybe executed in duplicate counterparts, each of which shall be deemed an original. IN WITNESS WHEREOF, the Parties have executed this Memorandum of Port Townsend Real Property License as of the day and year first above written. Licensor: JEFFERSON COUNTY FIRE PROTECTION DISTRICT #1, d /b /a a Jeff rso Fire Rescue b Date: Licensee: JEFFCOM by: Date: Karl Hatton its: Fire Chief V its: Exe Ubve Director NOTARY BLOCK - EIFR 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 #I. d/b /a East Iefferson Fire Rescue, to be the free and voluntary act of such Party for the uses and purposes mentioned in the instrument. Dated: Notary Seal Notary Public state of Washington LONIBETH tC HARBISON MY COMMI£:$ +.ON EXPIRES June 27, 20'15 STATE OF WASHINGTON COUNTY OF JEFFERSON �G�� `tYWL�GI�r (Sigrdture of Notary) Notary Public in and for the State of Washington My appointment expires: 41,k 114 7.% " NOTARY BLOCK - JeffCom SS. I certify that 1 know or have satisfactory evidence that Karl Hatton is the person who appeared before me, and he acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument, and acknowledged it as the Executive Director of leffCom to be the free and voluntary act of such Party for the uses and purposes mentioned in the instrument. DATED: G .Z Lt7 Notary Public State Of Washington LON113ETH M. HARBISON MY COMMISSION EXPIRES June 27, 2015 (Signal )re of Notary) Notary Public in and for the State of Washington My appointment expires: Vl-QYYl,[ ;"7, �-��� EXHIBIT A LEGAL DESCRIPTION OF LICENSOR'S PROPERTY Licensor's Property is described as Block Z, Lots 1, 3 and 5 in the plat of Kuhn's Ranch as recorded in Volume 2, Page 26, within the southeast quarter of Section 2, Township 30 North, Range 1 West, W. M., records of Jefferson County, Washington, Jefferson County Assessor Tax Parcel Nos. 965- 703 -001 and 965- 703 -003. Licensor's Property is depicted in the survey recorded in Jefferson County under Auditor's File Number 472770. EXHIBIT B LICENSED PREMISES Note: The drawing below is not to scale. RIOT � �y A / i 1 a a� v i I I I �0nh i L CL i L .11 +r � v° L LL A C �a EXHIBIT B -1 EASEMENTS Licensor grants to Licensee the following Easements: Easement for ingress, egress and parking: An Easement for ingress, egress, through the existing parking lot or along the east side of the building. Licensor also grants to Licensee the use of one (1) parking space on an as- available basis. Access to the Licensed Premises shall not be blocked at any time. Utilities Easement: A non - exclusive Easement for utilities along, over, or under portions of the Property for the provisioning of utilities to and from the Licensed Premises, power meter, telecommunications vaults or panels, including the use of conduits, trenches, or overhead areas, or other locations inside or outside the Licensed Premises as is necessary in Licensee's reasonable discretion to operate, maintain, upgrade, or otherwise use the Licensed Premises. 584107 PGS :6 MEMO 06/02/2014 01.35 RM $77,00 KARL HATTON el Jerson County WA nuditar's Office - Donna Eldridge, Auditor 1111 P1 VIA Vii 11111 FILED AT THE REQUEST OF; AFTER RECORDING, RETURN TO: JeffCom 81 Elkins Road Port Hadlock, WA 98339 DOCUMENT TITLE: MEMORANDUM OF PORT TOWNSEND REAL PROPERTY LICENSE REFERENCE #S OF DOCS ASSIGNED OR RELEASED: N/A GRANTOR: JEFFERSON COUNTY FIRE PROTECTION DISTRICT #1, d /b /a East Jefferson Fire Rescue GRANTEE: JEFFCOM ABBREV. LEGAL DESCRIPTION: Block Z, Lots 1„ 3 and 5 in the Plat ofKuhn'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 -focal government agency created by Jefferson County, the City of Port Townsend and Jefferson County Fire Districts i through 5, with an office located at 81 Elkins Road., Port Hadlock, WA 98339 ( "Licensee "). Licensor and Licensee entered into the Port Townsend Real Property License with the Effective Date of the 22nd day of May, 2014. ( "License "), for the purpose of installing, operating and maintaining a radio communications facility and other improvements on a portion of Licensor's Property ( "Licensed Premises "). All of the foregoing is set forth in the License. The License has a Term of Fifty (50) years commencing on the Effective Date and ending on the last day of the Term, unless held over by Licensee on an annual basis thereafter. Licensot'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 or 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 maybe executed in duplicate counterparts, each of which shalt 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: FIRE' PROTEMON I❑LSTRIGT #1, Fire Rescue Licensee: {EFFCOM by: Oate: Karl Hatton NOTARY BLOCK - EJFR STATE OF WASHINGTON SS. COUNTY OF JEFFERSON I comfy that I know or have satisfactory evidence that Gordon Pomeroy is the person who appeared before me, and he admowledged that he signed this instrument, on oath stated that he was authorized to execute the hssu ument and acknowledged it as Fire of lef erson County Fire ftW&ctian DJstrict #1. d0t,LqF"leffer"nFjMRescu to be the free and voluntary act of such Parry for the uses and purposes mentioned in the instrument. Dated: NeMr,y Pow State of'W`osmaron LONIBETH M. i9ARSISON MY COMMISSION EXP RES June 27. 2015 STATE OF WASHINGTON COUNTY OF JEFFERSON (Si re of Notary) Notary Public in and for the State of Washington My appointment expires: -*'�Wn-VXZ AZ $4 NOTARY BLOCK - JeffCom SS. I certify that I know or have satisfactory evidence that Karl HaiWn 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 theirue Dkecto r of IeffCom to be the free and voluntary act of such Party for the uses and purposes mentioned in the instrument. DATED: G:Z 4. LOMOM M. HARE RA_ y COMWSSION, V June2l, 20 #5 (Signal re of Notary) Notary Public in and for the State of Washington My appointment expires: 7'% �L J7 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. Licensees Property is depicted in the survey recorded in Jefferson County under Auditor's File Number 472770. EXHIBIT B LICENSED PREMISES Note: The drawing below is not to scale I � m LIMA a wet- I a I ��ily 4kx �tt,� Vl 9A I.tK i s,ly ern 1R! y k w a EXHIBIT B -1 EASEMENTS Licensor grants to Licensee the following Easements: Easement for ingress, egress and parking: An Easement for ingress, egress, through the existing parking lot or along the east side of the building. Licensor also grants to Licensee the use of one (1) parking space on an as- available basis. Access to the Licensed Premises shall not he 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 outs.,de 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 JeftCom -EJFR Real Property License - Executable Page 1 Port Townsend Real Property License This Port Townsend Real Property License ("License") is made this a 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 Interlocal government agency created by Jefferson County, the City of Port Townsend and Jefferson County Fire Districts I 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 Noll" pursuant to which Licensor leased from the City that certain real property located at 701 and 725 Harrison Street, Port Townsend, WA 98368, consisting of Lots 1 and 3 in the plat of Kuhn's Ranch, upon which the Port Townsend Fire Station is situated, along with Lot 5 in 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 Nall 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 - Lots 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 5" 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 S, 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 Tower is situated; and WHEREAS, pursuant to the terms of the December 7, 2010 amendment to the Interlocal Agreement, the Lease Agreement for Fire Hall 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 1cffCom -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 pre - existing Licensee righter the Parties are subject to that certain InterIocal 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 InterIocal 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 InterIocal Agreement and the Agreement for Fire Hall Communications Tower. 2) Licensed ed Premises, Licensor hereby licenses to Licensee a portion of Licenser'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 Pr mic 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. JcffCom -EJFR 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 Tenn, 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 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 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) Rent. The Rent for the first (11t) 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 (2 ") 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 JeffCom -EJFR Real Property License - Executable Page 4 7) Payment Address and Method of Payment. Rent and any Additional Payment(s) are to be clearly identified as "Port Townsend Real Proper 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. RIMIMM-IFI-IM, WTITI i •t i 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 Hall Communications Tower, Licensor hereby confirms its consent to assignment and/or subleasing by Licensee pursuant to this Section 8(a). b) Licensee may, with Licensors 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 lloldover 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 JeftCom -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 Licensor's 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 Party 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 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 Parry shall have such extended period as may be required beyond sixty (60) calendar days for a non - monetary JeffCotn -ENR 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 Parry 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 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) Licensors 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. JeftCom -EJFR Real Properly License - Executable Page 7 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 Parry cures such Default, the non - defaulting Parry shall not be entitled to pursue any further action against the defaulting Parry 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 Parry 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. 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 Licensee's Equipment and personal property within one hundred eighty (180) days after expiration or earlier termination of this License ( "Removal Period "), Licensor may remove and dispose of Licensee's Equipment and personal property, and Licensee shall reimburse Licensor for the reasonable costs of such removal and restoration of the Licensed Premises upon Licensor's demand therefor. Moreover, at Licensor's option, if Licensee fails to remove Licensee's Equipment and personal property within the Removal Period, Licensor may deem Licensee's Equipment and personal property abandoned in which event Licensee's Equipment and personal property shall become Licensor's property. Licensee shall be permitted to operate Licensee's Equipment during the Removal Period and shall continue to pay 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 Parry'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 ( "C01 ") 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 COI evidencing the required insurance coverage. Licensor shall have five (S) business days following its receipt of a C01 to reject such C01 and insurance coverage provided by Licensee or its sublicensees, contractors and /or subcontractors. ]effCorn -EIFR Real Property License - Executable Page 8 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 an approval by Licensor of such C01 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) 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 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 'oym 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 may be 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, JeffCom -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 JenCom -EJFR Real Propeny 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 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. 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 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 parry'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 Licensors defaults, provided such cure is completed within the deadline applicable to Licensor. i) "Law(s)" shall be defined as all applicable local, state and federal laws, including but not limited to, policies, rules, regulations, ordinances, directives, covenants, easements, zoning and land use regulations, restrictions of record, permits, building codes, and the requirements of any applicable fire insurance underwriter or rating bureau, now in effect or that may hereafter come into effect (including, without limitation, the Americans with Disabilities Act and laws regulating Hazardous Substances). j) If any term of this License is found to be void or invalid, such invalidity shall not affect the remaining terms of this License, which shall continue in full force and effect. JeffConn-EJER 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) Notes 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): 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. 22711, St Des Moines, WA 98198 (206) 824 -5630 Brian P 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.: 253 858 -3226 Cell: 253 576 -3232 email: firelawPcomcastnet 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 JeffCom -EJFR 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/ a Fire Rescue Date: r "bordo) me 7 i[sr Fire Chief Licensee: JEFFCOM by ° "' Date• S �z 1 Karl Hatton its: ExeCutiye: Director [NOTARY ACKNOWLEDGEMENTS APPEAR ON NEXT PAGE] IeffCom -EIFR Reel Property License - Executable Page 13 NOTARY BLOCK - EJFR STATE OF WASHINGTON S5. COUNTY OF JEFFERSON I certify that 1 know or have satisfactory evidence that Gordon Pomerovis 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 Chle of Jefferson County Fire Protection District #1. d fbla East JjVMrson Fire Resoe to be the free and voluntary act of such Party for the uses and purposes mentioned in the instrument, Dated: I� STATE OF WASHNOTON COMMISSION EXPIRES STATE OF WASHINGTON COUNTY OF JEFFERSON (Signature f Notary) 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 Karl Hatton is the person who appeared before me, and he acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument, and acknowledged it as the Executive Director of IeffCom to be the free and voluntary act of such Party for the uses and purposes mentioned in the instrument DATED: 5 R C7 r d s;4a f oo)2C aLILQi,�l A Qlo�t- Notary Public in and for e t to fl.: ashington My appointment expires: JeflC= -EJFR Real Property license - Exmurable 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 I 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. JeffCom -EJFR Real Property License - Executable Page 15 EXHIBIT B LICENSED PREMISES .I affco rn9l l Area Tower Base ice Bridge Fire Station Building Parking NOTE: A01 dim ions, placements an orcermatlons are approximate. JeffCom -EJFR 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. leffCom -EIFR Real Property License - Executable Page 17 ATTACHMENTA MEMORANDUM OF PORT TOWNSEND REAL PROPERTY LICENSE (See Attached) 3efiCom -EIFR 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 S 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 96S 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 Hadlock, 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 (50) years commencing on the Effective Date and ending on the last day of the Term, unless held over by Licensee on an annual basis thereafter. Licensor's Property is legally described in Exhibit A attached hereto. The Licensed Premises Address is: 701 Harrison Street, Port Townsend, WA 98368, and is further described and depicted in Exhibit B attached hereto. The Easements are described in Exhibit B -1 attached hereto. This Memorandum of Port Townsend Real Property License is for recording purposes only and is not binding, nor does it reflect the terms and conditions of the License. All defined terms used herein have the same meaning as defined in the License. The duplicate and original copies of the License are held at the Licensor's and Licensee's addresses set forth above. JeffCom -E1FR 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 Licensee: JEFFCOM by: Date: Karl Hatton its: Executive Director leffCom -ENR 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 /h /a East lefferson 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 S in the plat of Kuhn's Ranch as recorded in Volume 2, Page 26, within the southeast quarter of Section 2, Township 30 North, Range 1 West, W. M., records of Jefferson County, Washington, Jefferson County Assessor Tax Parcel Nos. 965- 703 -001 and 965- 703 -003. Licensor's Property is depicted in the survey drawing below. M"Hi= I h 0.� Y lilt it JeffCom -EJFR Rea] Property License - Executable Page 22 Fire Station Building EXHIBIT B LICENSED PREMISES �--- _. ------- . Parking JeffCom -EJFR Real Property License - Executable Page 23 �1eK Parking �om911 Araa Tow Bases Ice Bridge Parking �--- _. ------- . Parking JeffCom -EJFR Real Property License - Executable 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. JeffCom -EJFR Real Property License - Executable Page 24 ATTACHMENT B INTERLOCAL AGREEMENT 557953 PGS : 28 AGpRppp��7 JJeff.rwn1G.ty W f# iitor'sJOee71" li fta. Autli ter OnlY1IMWOMi'FNN WI<MM M INOil C by of Fart Townsend, ■ad JdAirson Coaaty Fire Dblrkt 1� (January 1, 2007) This lntwIDcel Agecuicut is enkma into by and between die CM non -ehnta optional OD& city of the State of Washington (City), sad JIi1 f ON C:DuNTY FIRE DISTRJCP 1, doing business as Fast leffaacn Fire � to the mttbwity garner ins RCW 52.12.031, 35A.11.040, and 3 l A. Cbgtw 39.34 RCW permits kcal marts to make official use of their powers enabling them to cooperate with other 1 m on the basis of mutual advmat�e; and operation pursuant to an Interlocal desire to eater into this agexmeat for joint forth in this Agreaneat. A joint operation can a B. 1'he patties wrTently ` Agexmart effective January 1, 20t)d.�h operations +end mart on providt efficiencies and provide for ewnY Win Work togetber District and their ati�ea in a more effeciefd` -e Y^ iaazing duphoation of employe w and resources and eons. During the tam of this Ageanent, the parties consolidation serves the interests of the City, and 30iud eonsohdatiaat may allow the parties to provide fur savioe and Was costly manner for citizens within both the City and C, and District agrees that it is in the bast intagvsts of the City and its .tf 6m% an4'Dis ti and its gdizens, to wade togetber to further ofteive efficiencies and benefits D� his Agreement modifies and supersedes the prior Agreement between the City of port Townsend, and Jefferson County Fire Protection District No. I effective Jaimary 1, 2006. 1 Jaw e>»waftn d e**WaneftofFfm sfrWCat Jammy r. 1007 JeffCom -EJFR Real Property License - Executable Page 25 ATTACHMENT B INTERLOCAL AGREEMENT 657963 Page 2 of 28 021101201103:22 PM Isewsocal Agwmeat In ,consideration of the benefits 9W each of the parties anticipate from a joint operation and management of fire savicas as ad findh is this Agrement, the City and District hereby agree as follows. 1. Parpen. The purpose of this agreement is to establish a joint operst c7 ��nsgmmt agreement for the City and District far wrvwm During fire term of LL effason County Fire protection District Pic, l win, according to the terms of provide service to the am coanprising The City and District 41 command and orgaaizHtioual structure. Ilia City will pay the District the this agreement for the service and will retain ovastght eve! through a Joint CJveraight Board. Further, dwing the t® of agrvc7a t, the City and District will review, m provided in this Agreement, `�\�x�ti��syti consolidation measma win benefit the citizens of rho City and As pmvtTicd min this Agseemaak the City and District we not committing to additional "on measures at this time, and any such firure decisions must be approved by th and District Board ofCommissioners. 2. District RespenslhG . The tiMt�i r�toyida att fire protection and �rney medical services to the District mod Ow iM hcvrce shall include but not be limited to: 2.1. Respond to aB medical alarms and other requests fm Fi Rescue Savitta dwog0 c safetyanswering point within five City and District. 2.2. Provide Fite services to the City in accordance with requirements of the Reviaed� -e( and 4e most easrently City adopted laternat fond Fire and $nil " 0 � 2.3. level of savior for the City and District provided in Paragraph 8 of this �24. ot�seinsure f , ure for replaxmtat value, and provide regaler upkeep and maintenance for all fit to the ere and cteWdy of the Disci«. including &PV0Irat transferred to the District by the City. 2 Joint Opffenran d Mowgionexr OfFrvSVWvv, lmmwy 1. 2007 JeffCom -EJFR Real Property License - Executable Page 26 ATTACHMENT R INTERLO CAL AGREEMENT 667963 Page 3 of 28 02110!201103:22 PM Interlocal ApromtlK 2.5. Ptvide regular upkeep and maintenance for all stations facilities owned or leased by the District. 2.6. Fund for the replacement of vehicles and equipment in aocordanoe with an approved capital improvements Plan. 2.7. Provide and maintain property and liability inswauce coverage for operations, fac Mtics, equipment, and personnel, including liability, at not less and coverage's as existing on the date of this Agiaemaient: liability ins nanoe shall have a minimum policy limit of 52,000,000 and auto ;ma>reney including oomprehensive and collision co cost and liability coverage with a minimum Policy limit of; 2.9. Provide an staging necessary to provide the servo 3. Authority and Reslwnsll MW of tkeFly� f. Sub3 the tames of this Agreement, the Fire Chief shall have management amthorit7� dvgr the joint operation, including but not limited to the following: 3.L Day-io -day operario>ts, \\ 31. Employee respons.'bil' 3.3. Staffing. 1 >1 ` 3.4. Station \ 3.5. Allocation o 3.6. P including discipline. All disciplinary actions involving any loss of pay, or termination shall be recommended by the Chief but final action on 'ons shall be reserved to the DidALI Board of Commissioners. 3.7. 1 'on of the District Budget, subject to this agreement end District's ,/ guidelines. \3.. lem entation of policies and procedures. 3:4 j Fire Chief 9LAU attend the meetings of the Board of Commissioners. Joint Oversight Board, City Department Head and Staff meetings and meetings of the City Council 3 Joinnrg,rnv &AlfwwgemeetafRl -S-Wm Jamary 1.2007 JdfCom -ESFR Real Property License - Executable Page 27 ATTACHMENT B INTERLOCAL AGREEMENT 557453 Page 4 of 28 021101201103:22 PM i'i',M=. W-Vm=— , Public Safety Committee (or successor o )� and keep the Hoards folly and timely informed of decisions afiseeting the level of service of District and City service arena. The Fire Chief shall be under the direction and authority of the Hoard of Commission= of District to insure that an adequate level of protection is provided within the service areas of the City and District. 4. Transfer of City Personnel �1 4.1. All paid City Lire department �,.,,,,I rr rmployeas shed became ,014 b District. The District shall be the employer of an personnel raZuisod�♦\\ provided in this Agreement. The parties agree that Hr Local 203 � /prra District Board Shen employ City fire department employees rj f-tife most recent Collective Bargaining Agreement as ratified Thu t /, all wages. salaries, employee benefits, payroll taxes and any other expenseslh� with the paid persomnel. upon transfer, the City shall have no far obligations with respect to srrctt employees (except as to salaries, wages and benefits eslsed but not yet paid). It is finther agreed that future medical benefits' \ - to provided to LEOFF H personnel and the District shall fcmd i�o ti ? loyment is transfemed from the City to the . ct. The District t ?responsible for any 1.EOFF liabilities for City employees that do \ hemp yeas of the District. 4.2. Vacation, sick leave balanoes aeaood by employees while in the service of Oe as of the date said employees are transferred to the District Shall y transfer ro the District with each transf Bred employee. Any vacation / or sick leave authorized thereafter by any such transferred employ against and reduce due employee's transferred vacation, \�fJand sick leave balances. If an emmployee's employment relationship \ transfer of that employee to the District, the District shall cash out any time, compensatory tiara, and/or sick leave balance according to the �.. that applied to the employee under the employee's employment relationship with ty as of the effective date of annexation. J,.a y 1, 2007 4 ✓oho CinelQOQQ ¢ hrQQQ8Haplf ofRft Se VECYT IeffCom -EHR Real Property License - Executable Page 28 ATTACHMENTB iNTERLOCAL AGREEMENT 547963 Page 5 of 28 02 10201103:22 PM S. Tramsfer of Property and Property Owing. 5.1. Tire City shall transfer to the District the equipment listed in Exhibit A, and the same shall belong to the District. subject to the terns o£this Agreement. 52. Any vehicle apparatus transf ncd to the District. may only be transfer +l or smplused Won approval of the Joint Board. <�" 5.3. If a vdaele is replaced and the salvage (undo in) value of a e �ty as of the dew of this Agreement is applied to the purchase � that percentage interest in the new vehicle (percentage has to purchase price of new vehicle} If a vehicle owned by the City the o Agreement is aurplused (and its value not applied to the of a 'ele). then any salvage value is paid to the City, or the vehicle is ad t city. If the City oontributce additional money (separate fromt the reven tI 11) toward the purchase of a new vehicle, then the City ratemS a W interest im the new vehicle (percentage based on City money to purchase p(r /igfcle)- 5.4. Vehicles cannot be surplused* r�lag4*p pt on approval of the Joint Board. 5.5. Upon termination of the A,0§0-0 l- property transferal by the City to the District shall (to the mctenR•itasu�� .\ )by the District) be reurcned to the City_ If the Dishier / � finds (separate from the revenues in paragraph 11) toPlaces e4uipm�,. then Mich 'ayfa trment shall remain the property of the District. if the City replaces kty funds (separate from the revenues in paragraph 11), then such etiao,augrti the property of the City. If property is jointly purchased by the Ci aid tlr -strict (with the rogues it Paragraph 11), The Joint Board shall :Hake a \� on disposition, and it shall be disposed of on an equitable basis and in v as may be agreed upon between the City and the District in the event of ' c f this Agreement 5 J« Openmw. h M.WW.W ofFimSerrtm Joeoary t. 2007 JefiCOm -EJFR Real Property License - Executable Page 29 ATTACHMENT B INTERLOCAL AGREEMENT 567963 Page 6 of 28 02/101201103:22 PM 6. Emergencies. 6.2. It is the intent of the patties that the District, from the budget approved pursumt to this Agreement, and District reserves, fund the regular upkeep, mpaar and maintenance and replacement of stations and cquipmcm, mcludms vehicle apparatus. In the event the District Board determines as emergency has occurred resulting in s) that the District cannot meet from the budget apptovod pursuant to this or District reserves, and it is accessary for the District, in ceder to Wftr-ft (both emergency and mm- emerSene3% to issue interest bearing o \ otter dcbt financing, then the District shall so defeat the Joint wmg shall occtr: the Joist Board slmll prepare a report and be !to submitted to the legislative body of each of the parties for rPaaaes agree to review any recommendation of the Dadra Beard and consider, in order to fiord emergency expenses, approving the isaumc'e.��ssa a of general obligation bonds, submitting to the respective votes 0 Gty and District for their approval a tax levy, or other options Presented by the Jomt !/faint 6.2. In the event the legislative bodies'j " aocesssry to obtain voter approval to incur in or � levy excess Jtaxe.,s, es agree to cooperate to jointly submit such requests to the voters of ctt.lird City. Unless the parties agree othcwisq the District and City am 5094 of the cost. In the event any such ballot measure shall \? .� in> one jurisdiction but not is the outer, the •itttisditaion in which it fpl '/'thee meamrre at another daxion during the some calendar \ \\ year is as , xs available. If the measure shall fail /ire second time, the jurisdicti � "t— the measure may consider finding the emergency expenses through got )smrce of finding that may be available. All funds received as a result of ( 'levic§ sale of bonds, or the iilce for the benefit of the joint operation shall be d�j�unt of the District for the em f� 1�ar urgency expenses according to the terms of \ 7 -Lea� of Fire Hal_ As of this en the � Per'/ A+g� t. parties have separately executed a lease of the Are Hall to the District 6 Jour opvatiP. Maea�anw+tof��ae Srrvieai Jmvmy I, 2W7 JeffCom -EJFR Real Property License - Executable Page 30 ATTACHMENT B INTERLOCAL AGREEMENT 567863 Page 7 of 28 027101201103:22 PM 8. Level of Serviee. Fire prevention, fire supgreSeion, emerSeney medical, tecbnW4d resew and hayazdou's materiels trident response shall be provided at the some level to each of the parties under the terms of this agreement, and shall be substantially equivalentt or better than the level of smviae existing as of the date of the ,Agreement. For example, at the daft of this Agreement, a f'ae ladder truck capable of fighting a multi -start' structure fire ' located at the City fire ball. That level of service or better would continue under this in the event of amedtanoous emergencies within the City and District of the jaat operation are taxed beyond ib ability to tender equal or the Fire Chiefs designee shall determine how to allocate the joint operation. The District agrees to provide the listed services in such to maintain an I.S.O. protection class rating of 5 for the City. 9. Joint Oversight Board. 9.1. EgAbHshad, A six -person Joint Ovq Board," is established District Board individual members of the City Cc#b , Port Townsend BOreferred to as the `Joint onma sball fill three positons. Three appointed by the Mayor of the City of a;trn cil to fin the remaining three positions. 9 2. In addict '�ies ideatified elsewhere in this age ®rent, the Joins Overnight HoardxrponShble for overseeing the operations of the foe service and �f es reviewing operations and levels of service issuas> procedures to the Fire C:bief and approving operational and sdmima3 r excluding personnel policies and procedures which shall z Linty of the Disk Board of Commiavionm's.1he Joint Board Shan Credo endadons originating from the District Board of Commissioner or the �� 11 City Council The Joint Hoard shall not have the authority to modify t vivviiae\t� terms of this Agrccmert, nor shall the Joint Board have authority to incur t or obligations on behalf of any party to this Agreement. The District Board I ave exclusive authority over personnel matters, but shall consult with the Joint and keep the Joint Board apprised of personnel matters, including the annual �l performance evaluations of the Fire Cbief. Jcn wry i, 2007 JeftCom -EJFR Real Property License - Executable Page 31 ATTACHMENT B 1NTERLOCALAGREEMENT 657963 Page 8 of 28 02110/201103:22 PM ratwloeal Agreemeat 43. MeeRnr<s. Actions. and Ononmr of the Joint Board- All meetings of the Joint Bond shall be held in acoordadae with the Open Public Mactiogs Act, RCW 42.30. The Joint Hoard shall meet not less than once a month as determined by the Joint Board. The regular meeting of the Joint Board shall be as determined by the Joint Board. Joint Board meetings may be held consecutively with the Fire District Cemmisffioner's meetings. A quonttn of the Board shall consist of two representatives from cub � Actions of the Joint Board shall require the affirmative vote of not less them fa (4) of the Board, two from the City and two from District The Board D is1#0 shall act as secretary for the Joint Board who shall take no mttca of th _ W meetings arms other ptoceediaW. ) 10. Budg//- et. 10.1.The Fire grief sball prepare and ptesratt a �pPetahons of the Fire Diste based on this projected revenues der ed in a Dance with Paragraph I1 (Revenues for Fire District Operation and Capital and present that budget to the Joint Board for approval. The proposed lwdge dsnce with the Budget Accounting and Raporting System (B. S _ a the Washington State Auditors O#fice. The Joist Board will rev low to the District Bond approval of the budget, which shall be get of the Fire Dishict, prior to the atatudery deadline impost. 0 and the Jeffaaon County TaeaaEras Office. 10.2.10 the ev itie "tag included in the budget, for example a major purchase of a vddd are Cbkbf shall submit a request outlining the purpose for Joint Board appmvat, m by the Joint Board, the Board will recommend approval to the es{ lakisl) uve bodies. 11. Distriet Operating and Capital Funds. vill use its collected Fire and FINS levies, timber tart, ambulance service receivable receipts and all contracts for fire or EMS services. The District agrees it Will not lower its regular or emergency medical services regular teal property taz levy without the consent of the Joint Board. 8 laver opnmrnn A MaaWr NW ofFfmsen-kw Jmwmy J, 7007 JefYCom -EJFR Real Property License - Executable Page 32 ATTACHMENT B INTERLOCAL AGREEMENT 667953 Page 9 of 28 021101201103:22 PM imerlecal Aw eemeat 11.2.7he City will Pay to 9ne District all of the collected EMS tax, contract income for fire or EAa services, fire and EMS service flees, and general fund sapplemaW &n aeroordanoe with the following fmmulW 112.1. The beginning general fund revenue paid to the District by the City for 2006 was $780,000. Subsequent ammA transfer of general frond revenue the amount transferred in the previous calendar year pins 1516 of that us 50% of taxes received from new construction, provided, that the applies if both the City and District vote to increase &hair ve levy by 1% over the previous year. For examPle, in contribution would be 5780,000, plus 1% ($7.800), plus ) ,000. assuming that the taxes received by the "W fiemt 550.000. The 50•A is based on the following cairarlation, constant for the team of the Agreement: $760,000 divided by $l,5 \ represents tine general fund tax levy after deduction for 's pension fund) equals 50%. 113.The City agrees it will not lower }ts�J meedical services regular real property tax levy without the conaer>.,t' \gj/ ,ilot� - 11.4.If at any time daring the 1e�aj =x afv(age�e�t the District or City ensues a Fire or EMS levy lid lift pr the formula for general fund supplement shall be renegotiated-`/�� \, 11 S.Trmesfrr vrded in this agreement shall. be paid to the District frem the City within eigys pfactual re�pt for See and EW SWVWC fees, Contract inoonto and BDd5 % the City shall pay to the District50% of its general tax reeceipta within 5� when they are received by the City from the County Treasurcr until t>te 6ittp� aanuaj general ftmd aopinlameat contribution is complete. However, if the fu11 ,'\ We al fund payment has not been made by Decalnbrr 1" of a calendar year, the 1 pay the balance of its general annual fund payment on or before that date outstanding accounts receivable See City Ambulance Transport fees txnlltxxed by the City after the initiation of this agreement will be transferred to the Joint Operating Fund. Jamt Opwaam E A*0 -9annu ajt trc Seniors Janw y1. 2W7 ]effCom -ENR Real Property License - Executable Page 33 ATTACHMENT B INTERLOCAL AGREEMENT 667963 Page 10 of 28 02/107201103:22 PM In the event the parties terminate this Agreement, and there is no annexation of the City into the District, then the outstanding accounts receivable for ambulance transport at the date of termination shall be equitably apportioned between the City and District 12 Liability. 12.11iach of the parties shall be responsible for the wrongful or ons of its employees while assigned to the joint operation as their apply under the laws of the State of Washington and/or Federal` 11,14, is not intended to diminish or eacpand such liability. ,e7tCOpt as provided in this 12.2-To that end each of the parties to this Ago the other from any loss, claim or liability action($) of utaction(s) of its employees, apportioned among the parties or r 1i" laws of the State of Washington. Nojhiggl 122.1. Waive any defense 0) �4u,j Id Imtmlan and release 4 of out of the negligent, tortious ,officiuls. Such liability shall be or entities in accordance with the be interpreted to: Title 41. 1222. Limit the ability ofd any right, defcnw, or remedy which a party may have yriyt re� t)tird parties or other employees whose action(a) or inaction � io s, claim or lialdlity including but not limited to as asser�t`a�. t`\t ee�a�ployee(s) was acting beyond the scope of his or her 12.23. 4,tequire indemnification or payment of any judgment against any 'ZU45� or paSy for intentionally wrongful conduct outside the scope of /` ymeat of any individual or patty. Payment ofptmitive damage awards, ties `-,or smetioms shall be the sole responsibility of the individual against whom said judgment is rendered and/or his or her mtmicipal employer, should that employer elect to make said payments voluntarily. This Agreement does not require ification of any punitive damage awards or for any order imposing fines or is. 10 Jorwt Op- ad —AA/a rofFbeSavk= Jamey f. 2007 JeffCom -EJFR Real Property License - Executable Page 34 ATTACHMENT B INTERLOCAL AGREEMENT 657963 Page 11 of 28 021107201103:22 PM h0erlood Ap'oesrat 13, Insurance. District shall Provide and maintain property and liability inwuante coverage far opmatlons, fatalities, 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 for Fire Hall. 14. Benefits. This agreement is entered into for the benefit of the parties Inn this agreement only and shall confer no benefits, direct or implied, on any thud 7ofthe 15. p+ on In eonsideraaon mnfQ--` of Ibis Agreement, and at no cast beyond the consideration provided tut District agrees to provide fire suppression services for City -owned gp and rest property- 16. Term. This Ageoumnt shall be affective on J 2067_� ontinua for it period of twenty (20) yr. and shall expire on December 1 2027. . unless Terminated, this Agreement shall cantina for suwtssive five on era same terms of this Agreement. Provided, on or before Ja 1, 2024, either party may terminate this Agreement on January 1, 2027, by i for the Agreement to terminate on may terminate this Agreement by-j for tine l case Agreement to termita the notice. The 1 discontinue the 17. Administration be undertak iV 18. Falnipnhmt� is 1 (3) years written notice of termination and after January 1, 2027, either Party Curve (3) years written notice of termination `tie January 1 which is mere thsa three years from Wished to provide adequate time fix each party to each party to re- establish its own fire department . 7be administration of the provisions of Otis Agreement shall Distrtet, as provided herein. ii. The thief shall advise the Joint Board of the permanent assignment 'the equipment and shall further advise tine Hoard of any changes in such the lima that a permanent change stall became effective. D i t Reralydon. Any controversy, which shall arise between the parties regarding the rigs duties or liabilities under this Agreement of either party, including tie votes of the Joint civersigbt Board, ahall be settled by mediation. In the event the parties cannot agree on 11 Joist apemdon B Manra� OfFirsSsr�- lcnmry 1, 5007 JeftCom -ENR Real Property License - Executable Page 35 ATTACHMENT B 1NTERLOCALAGREEMENT 557963 Page 12 of 28 021101201103:22 PM Intertoeal AQrrceareat a mediator the parties agree 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 arbitrabon aball be before one disinterested arbitrator if one can be agreed upon, otherwise before three disinterested arbitrators, ace named by each party and one by the two tins chosen. arbitraim or arbitrators shall determine the controversy m a000rdence with the laws the State of Washington as applied to the daces found by the arbitrator or arbitrators. shall bear its own costa and attorney fear and shall share equally in the ' o tha�l Bator or arbitrators. In the event of dispute over budget or budget arbitrator shall have no auBwrity to bind the City or District to a budgesoi The arbitrator or arbitrators shall have no authotity to adder sett #Pam or modify any terms of dzis Agreement, and shall have no authority to on behalfolf any Party to drier Agreement (\ 1! (.fit? =1�i1 20.I.Notices, All notices, requests, agreement shall be in writie agreement, shall be deem``ed� ;in� delivered or at the time or mare rL.VIVI: ".. lgntands ahc,,dther communications requited by this tt as expressly provided elsewhere in this given at the time of delivery if personally r ifmailed by first class, postage prepaid and addressed IL this agreement d at such address as any party may All official notice w District shall be addressed to the ce to the City sbaA be addressed to the City Manager. n 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. Nc cha traminatiexi or attempted waiver of any of the provisions of this Agreement s be binding on either of $era 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 course of dealing between the parties. 12 Joint Operortnn& Manneoeaet OfRM —V-Wf Jmwary T. 2007 JeffCom -ENR Real Property License - Executable Page 36 ATTACHMENT B INTERLOCAL AGREEMENT 557863 Pagel 3 of 28 02110/201103:22 PM Lrerloal Agreement 21, Effective Date. This Agreement shall become effective on January 1, 2007, or upon the execadon heneofby both of tba peeves hereto, whiehover is last to omw IN WITNESS WI•TEREOF, the parties hereto have esecmed this Agreement on the day and date that is hereafter shown alongside the signawsw of their respective authorized officers. QTY OF PORT TOWNSEND By David O. T' City Maaaga Attest: Pamela Kolacy, CMC, JEFFERSON COU WFY„ DISTRICT NO.,�V By By 81B-y < Vir C',/ Dal \` \� Approved as to Fo I ti Bt �`g �`•-'� ^ 5� \\ Z86 Sr. \ 0, J Date: JobnP.Wett& - Jwawy 1. 2007 By Edward L. Davis Date: 13 Joinr Opt do a Manasmn ofFhv Ser,fcra JeffCom -EJFR Real Property License - Executable Page 37 ATTACHMENT B INTERLOCAL AGREEMENT 667963 Page 14 of 28 02f1 01201103:22 PM laudocai Age t r �xca, =ez;..n;�ccm.a�ar�.nmos� 00 rF� r Zvi t 14 jaw Qmratlow d Am.opnwo.r ofpwese J.u..y 1. 2007 JeffCom-EJFR Real Property License - Executable Page 38 ATTACHMENT B INTERLOCAL AGREEMENT 557963 Page 15 of 28 0ZA4Q01,1,9,8:22 PM MEMORANDUM TO: Chief NTw tgsa c FROM: AC Boggs DATE: April 10.2006 �7 RE PT Fire Imrentory of Ass i Engine 6i- PT -tits M9 Pierce Dash, Pure # 2it183D, Vti+trE-4PIlCT0ZPBXA000890 24'extsnsion, 14'roof. 10Tbld ng �nA,ers _ Three 2.5 '.fog nozzles �7 \ _ _..--- Ton 1.75' fog nozzles O � Three 1' fog Wastes � J 8' master Stream fated atpc;rlab stadr lips. 4'storz base and chains Color pipe nozzle and �n\� Ch:nriey fog vril hig tarnperalu a hose Mist. fittings \� / ekw water generator with 5-geion fuel tank Two 750w lights and 500w portable tripod pole Ight Portable I 500w Incandescent and 500w-sealed beam Ftrw fixed 12v soeree lights 12 -v C spoNNood lamp two 1 nd Ighte — 200' 1 Ok 10 extension cord reel with distribution boat 1 'portable extension cord reel 2133 extension cord extension cud with distribution box hose, regulator and bft 1 with 18' bar, spare chains, plug, gallon of mixed gasoline and bar of \ fan gasoline 10,000 cfin, spare plug acrd gallon of plain gas \�= super sawsall with 20 metal and wood blades various sizes `- -Amkus gasoline hydraulic tool portable pwnp with spreader and cutter heads Amkus rescue chains and gallon of gasoline Blackhawk 4ton hand ports power with spreader and ram heads leffCom -E1FR Real Property License - Executable Page 39 ATTACHMENT B INTERLOCAL AGREEMENT 667963 Page 16 of 28 021101201103:22 PM ' Ston and 121on hydraulic .. 11: :.« 15ton cable com a". 16 channel UFF radio� 18 channel VHft T* dlo� to-16 Ih !: 02322D ! a t / t ISF: 1 laddars "nozzles I! • _ rri nozzle 3" masterstrearn food or portable with stacktIM.10,W-9pin, andZS'bass with chains cellar pipe with extension chimney fog nozzle with high temperstv!6)mae 6kw gasoline generatorurith r , 2*SWw fixed pole ffwwded lights 2-500w portable of, 4 4-12v sb�eaml lWd hand • 4 2W 120v 12/3 portable exteripf OW 120v 1213 portable Chainsaw v#dftth 2700 bar gas and bar oil .,PPVfanqaso**220 of pk*i gas On abrasWe VWA,881 masonry and carbide bWes 18 channel F 10. 3-16 channel VHF portable radios h ! misc. Theunal Y LaddwM.- YIN #MA MY Ladder. Uc erase, # i { :fit:• : ,1 JeffCom -EJFR Real Property License - Executable Page 40 ATTACHMENT B INTERLO CAL AGREEMENT 557963 Page 17 of 28 02110/201103.22 PM 4- aerial mounted 12v sealed beam lights 5-12v stream Aga hand lights 2- 200' 12/3 potlabfa extension cord reeds .Clarineaw with 24` bar, 2.5 gallons of mixed gas and bar an 14olpn~ pump with 2,5 gallons of mbod gas 2- 450D elm 120v sm aks o' dors VHF radio, UHF radio, 2 -18 channel portable radios !disc. fittings & EIS equipment FT 182 (Engine 7) 1875 Ksrrworth, Pumper, License /- D20 � #- M 35' wdenston.1W roof and IV folding ladder Nozzles and appliances: Four 2.5' fog nozzles rc One 2.5" play pipe Nine 1.5' fog nozzles One 1' fog nozzle MIsc. fibs 3- masar stream porlaltle with stave tlpa. fag and 2.5' base chimney frig no>uJe with high hose Foam eductor and play pipe . 3.5kw gasoline generator with spare fuel 3-120v 500w portable lights 412v spotlights 2 -12v stream light 2 -150' 120v 1213 t cord reefs Chainsaw 20' bar g gas and bar ri 4500 dm 120v 0 channel radios AID 32: PT40"* Opr 141 License # 108421% VIN1lFDKE3DV=HB3WMI LP 12 1VHF 2 UK ti A; c Medkel Supplies & equipment ,-,?A I PT- 4241897 Cbov. !.!cone # 19424D,1IIN 9GBJK34FOBF80F019201 �\ JJ`LP 12 Defib. 1V14F radio JeffCom -EJFR Real Property License - Executable Page 41 ATTACHMENT B INTERLOCAL AGREEMENT 667963 Page 18 of 28 021101201103:22 PM 2 UHF radbe auction unit MAST Pants Stfi W Gumey Stoop ai ww Mfso. Madkal Supplies & equilpn*d ARM: PT- 867.28113 Ford Dense # 378671). VIM IFDVY 37P63 a AED } 1VHFradio 2 UHF radios suction un)t MAST Pacts. �� \ Stfiker Gu- Med Sica1 upplies & aWlpm M Battatlon 81. Ff-673, 2605 Ford. F.xpeQlftord, L \ 4ppt3p, VIN, IFIAPtN6t ULA38182 iVHF 1UHF radio conrrmnd c onsoia TIC A t eellaneous from .li .li •, i i 5- 9011on fuel tank p w 1t7t1' of discharge hose n with alma back pack style with attat4rnents PPE,. 48 seft wild land PPE t ki - r.;. o-r "ct JeffCom -FIFA Real Property Liceuse - Executable Page 42 ATTACHMENT B INTERLOCAL AGREEMENT 667963 Page 19 of 28 02110/201103:22 PM (SCBA Equipment c onYd) 49 _ Stealth t.1P 2216 bottles 1{ 9 not -n,. stOM9 - -- 28 Glasawrap LAP 2216 botllea 3 Steafh WP 4500 bottles (RIT) 32 MMR 2216 Ultralile packs 2 MMR 2216 Ultraltte packs dual purpose (Ladder 81) 1 WIR 2218 Utlratlte pack with heads up display 3 MMR 4500 Ullralibe MIT Pacts) 8 Small Ultraeft 50 Medium Ultraellts (10 not numbered yet storage) 8 Large Utirasifte 3 Medium UWaettte (Rrr Packs) 2 Speakeasy command system (mounted on 24 Clear Command Ampkiller Systems (19 and 5 to storage). 1 Posl(Uk 3 SCBA tester with required (Serial A A2919) 1 PartaCotmtPlus Respirator Fit T with all �eq red attachments (Serial 1143948) 1 Dal Laptop computer (Serial Tag tj 1 Eagle SCBA Breathing Air r Miscellaneous tools, wrenches gauges. tactile, MSA specialty tools, etc., end for working on SCBA equipment >� JeffCom -EJFR Real Property License - Executable Page 43 ATTACHMENT B 1NTERLOCAL AGREEMENT 557963 Page 20 of 28 02/101201103:22 PM 2010 Aaaeadseat to 20D7 Utertocsl Ageemest .joint o0emilon and 1Nonagemeotof Vim Semite Nasembe 22,2010 AMENDMENT TO INITAtWcAL AGrtF.cntFNT City of Port Townsend and Jefferson County Fire District No. 1 This Amendment to the Interlocal Agreement ( "Interlocal Agreement ") for Joint Operation Management of Fire Services (January 1, 2007) between the City of port Townsend ("City'D and Je erson County Fire District No. I (District-), is�d e between the parties this efXQ �, 010 (last date of person sigJ�s Amendment below). Recitals: A. The parties entered into an Interlocal Agreement for Joint lvlanagement of Fire Services (effective January 1, 2007). B_ Among other things, the Agreement provides a the District for fire service in the City all of the collectod vy in ty and a general Rind supplement based on the City 's gen fund ta(l vy. C. On April 27, 2010, voters in the District app % ve$1:00 /$1,000 assessed tax levy for fire service, and a $0.50 /$3"1lQ(1 assessed-value tax levy for EMS. D_ On April 27, 2010, voters in the C>' \�'pproVep a $0.50/$1,000 assessed value tax levy for EMS. V Jam' E. On August 17, 2010, vot a Crty' meted a levy increase in the tax levy Wife to allow the City to 1. 71ri,000 assessed value for fire service. F. The voters' actipm, � r��rtbalance in funds contributed to the joint operation .-ft District voters contribute $1.00/51,000 assessed value tax I ma ce, plus $0.501$1,000 assessed value tax levy for EMS. Voters ill m kyle the equivalent of approximately $0.571$1,000 assessed vaY+t�?fii7F.)"i ce and $0.50/$1,000 assessed value tax levy for EMS. G. The ppaa�tmese address the imbalance and other matters on the terms and condit+gns -nett in this Amendment. Now th o Tim ' alderation of their mutaai promises, the parties agree to amemIM@r Deal Agreement as follows: Iev�y1 In 2010, the District will levy the full $1.00 for fire service and $0.50 nf(ind operations and reserves. In subsequent years the District will levy the amount permitted without voter approval by chapter $4.55 RCW for fire 1 EMS. JeffCom -EJFR Real Property License - Executable Page 44 ATTACHMENT B INTERLOCAL AGREEMENT 557963 Page 21 of 28 02110/201103:22 PM 2010 Amendment to 2W71ete 1 1Agreemeat Joint ©pwatlm and Menage woe Fir*SmTkt November 22, 2010 2. District Bond. Within 60 days of the daft of this Agreement, the District will incur debt through bond financing (the "bond" 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 $477,806.76 rep ting the amount of debt incurred by the City in connection with the Fire The bond, the District will pay to the City (witbin 15 days of o . 5477,806.76 in order for the City to pay off the debt on the Fif6 JW d. The Germ of the bond will be twenty years, based on a y�aff scheduled commencing in according a bond payments attached as Exhibit B, which reflects the o ' at only in 2011, then principal and interest paymentsyoanm 012 and thereafter for the tern of the bond. 7� / 3. City Allocation In 2010, the City will maintat and pay District the current levy allocation for fire service under the lmerlocal .50levy for EMS. In subsequent years the City will levy the m$kjnQum amount-permitted without voter approval by chapter 84.55 RCW for EMS And ,,current levy allocation for fire service. 4. City Financial Obliaatiot>_ o �te the first payment is due in the bored payment schedule (Exhibitt thereafter as set forth in the bond payment schedule (Exhibit B) fo ` qnt o bond (unless this Agreement is sooner terminated), the City will pay the cipal and interest payments as scheduled in the bond pa YscUc�d 'bit B) . The exact amount of payment will equal the amount of the ,�a� h year on the District bond. 5. Fire Hall. a From Crom bond proceeds paid by the District to the City, the City wil�de obligation on the Fire Hall, b. o effective date of this Amendment, the City will transfer by quit title to the Fire Hall and Fite Hall real property (described in the Barge ' Agreement for Fire Hall dated November 21, 2006) to the District, ytt following terms (subparagraphs 1, 2 and 3 are taken substantially Agreement for Fire Hall dated November 21., 2006): 1J) At any time that the premises, Fire Hate, and improvements on the premises are no longer primarily used by the District (or successor) for fire ��\ 1 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 JeffCom -EJFR Real Property License - Executable Page 45 ATTACHMENT B INTERLO CAL AGREEMENT 567963 Page 22 of 28 02f10f201103:22 PM 1010 AmerAmeet b 7907 tnterbmi Agrmmeat Jots[ Opernlim aad Maaagaaxet of rice Seretee Novembm 22, 2019 cost, and the City shall have the right to re-enter the premises and take possession of them, flee and clear of any interest of the District or any third party claiming tbrough the District. Nothing prevents the District from using the fire hall for incidental uses not directly related to the furnishing of emergency services, for example, using the fire hall for community meetings, food drives, or as a voting location. 2) During District's (or successor's) use of the premises and District (or successor), at its sale cost shall keep the tTepS�w4ay g the roof and foundation, in good order, condition and be required to comply with any laws and regulations, no prevents the District (or successor) from replacing pr re Hall with a substantially equal or better structure in`dDistrict determines the same is necessary. ��.\ `4 3) L*i. the event following a deeding of �bistri� %t, the City and District no longer contract wi ther t operation and service, then the Fire HaII reverts t City ow�hip and the District shall quit claim in fee simple its interest � C� thout cost. This provision shall not apply in the even the City xes the District or the District and the City become partieapatiing juri moms in the same regional fire protection service authority. 4) In the event that the Fire7"�v o the City prior to the payoff of the District bond, thee that debt paid off by the District bond shall be mrated th the debt balance, assuming 8 regular paymems tt st - ve ernsted had this Amendment not been entered into. F ' the Fire Hall reverts to the City in 2018, and in 2018, e n ire Hall would have been $250,000 (assuming regu a current debt of $477,80, then the City would be r� � District $250,000. This example is hypothetical c. T'he paiueo'_L ce Agreement for Fire Hall dated November 21, 2006 shall be tam iaalrtd� -Qtr` t on the recording of the City d to The District. d. Ther��ii -H bd nip lease payment due the City by the District for the Fire Hall lease termination of this Amendment Won of Amendment. Except as provided in this Amendment, this Amendment on any of the following events: When the District bond is paid off. 1effCom -EJFR Real Property License - Executable Page 46 ATTACHMENT B INTERLOCAL AGREEMENT 557963 Page 23 of 28 021101201103:22 PM 2016 Ammdmear m 206T raeerbeet Agmemeet Idol Opmr doe end Meaaaemeat of Fire Service November 34 2610 b. If the City voters approve a tax levy for fire service that, in addition to the general fund supplement provided in the lntedocal 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. In 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 Agreement. The term of the Interlocal 'ch' eMy years and expires December 31, 2027 (subject to provision for a changed to expire (approximately) five years after the regular payoff of ly December 31, 2037, which is (approximately) five years after tba re a o nd in 2030. The terms relating to extension in the Interlo t adjusted to apply to the new tern_ \ f 8. Effective Data The effective date of this 9. Advice of Coun— WILConstrtruption.' they have had representation by legal represented by legal counsel during a further agree that they have pp t Amendment and stipulate that dussrAt with respect to either party. 1 terms in the Inter Amendment, all CITY OF Un City Manager warrant and represent to each other that have had the opportunity to be be,hogotiation of this Luse. The parties Vtisting and drafting of this hall not be construed more favorably in this Amendment supersede and modify witaistent. Except as modified by the I Agreement remain in full force and effect. ]effCom -EHR Real Property License - Executable Page 47 ATTACHMENT B INTERLOCAL AGREEMENT 667963 Page 24 of 28 02110/201103:22 PM 2010 Aneadm<W Ya 2007 JnteNOCat Xgreemeat loiwt Qperatioa and 0 nagm mein of Pim si vkv November 22, 2010 By: _ 9fzt !z- G-aniO C 'ssisxser By: w mtrt — l2rF -201 P Commissioner �t STATE OF wASHINOTON �s. COUNTY OF JEFFERSON Ou this _day o 2010, before me the undmignyrl,gAgtary it duly eammissioned and sworn, appeared David Timmons, known rd b e of the CITY OF FORT TOWNSEND, the municipality that executed the foregpi t, d acknowledged the said insommmt to be the Exec and volt �wi m'uoic for the uses and purposes therein menionad, and on oath stated tlmt he is exewspc tlprssid'n•triuiocnt on behalf of the municipality. written- NOTARY WITNESS nt3' hard and o$3cis1 seal thereto affixed day y in this certificaa, above 4 i l J j 1 PUS is and far the State of 1` -.�/I rcsidin ry- % y appoarhnan expires. b ,(�/ %O-z leftCom -EJFR Real Property License - Executable Page 48 ATTACHMENT B INTERLOCAL AGREEMENT 657963 Page 25 of 28 021101201103:22 PM 2010 Amradmwt to 2007 Iotsrlsea! AQasn,seat Jalut Operation, sad Maaagenaat afFire Se+vkv Novepber 22, 2010 STATE OF WASHINGTON ) )as. COUNTY OF JEFFERSON ) On this..6 day cf t.Le Q M bd9�010, before me the undersigned, a Notary Public duly commissioned and sworn, Personally appeared Jess Doudzu ank Jr., known to be dw one ofthc JEFFERSON COUNTY FIRE DISTRICT 1 Commissioners, that he executed the forego." Pto�,, eat, and acknowledged the said instrument to be the free and voluntary act of said antlty, fin tlse Purposes t here. mentioned, and on oath steed that he i9 authodead to execute the said. . bebaff of tffi catity. WITNESS my hand and official seal hereto affixed the day and year. tLi�iiiiWe wrkt= /v! \ i r «.l7 Notary Pablie [�t, ]�a�- af+� //�.! /NxrhDISt9/1 State of Waahlo{Nn r� ,ARY LJ¢"m and for the State of I. COMMN M HARBISON � � MY COMMISSION EXPIRES O appoirnnrerrt April 27, 2011 11 STATE OF WASHINGTON COUNTY OF JEFFERSON On this f0 day of comanussioned and sworn, pi JEFFERSON COUNTY FO and acknowledged the said i purposes therein mentioned, bcbelfof the entity. written. hs• ) "hfota'Pub ic {�f` .$t-t nfWashiagton \ (SLO TH M HARBISON -I! l OMMISSION EXPIRES \j April 27, 2011 e the undersigned, a Notary Public duly d)ftpf, Jr., known to be the one of the btmrs, the be executed the foregoing Agreeeent, d voluntary act of said cntity, for the was and is authorimd to execute the Said iiNWnerd on hereto affixed the day and year in this certificate above [Print name] �n l�rtt'�s 'Ktr•� X0+"1 NOTARY PUBLIC is and for the Some of at RJl appointment expires= y`— 27- 26 r IeffCom -ENR Real Property License - Executable Page 49 ATTACHMENT B INTERLOCAL AGREEMENT 567863 Page 26 of 28 02110/201103.22 PM 2919 Amnodum of to 2007 hdcioral A®emeat Joker Operation and maasgemont of Fire Servko November22,2010 STATE OF WASHINGTON ) }� COUNTY OF 3F.FFERSON ) On this �0 day ofj jj# .I 2010, before me the undersigned, a Notary Public duly eommissiodad and swore, personally appeared Zane Wyll, Sr. lava" to he the one of the JEFFERSON COUNTY FIRE DISTFUCT 1 Commissioners, @art he executed the foregoing Agteeaoeo4 and acknowledged the said instrument to be the five and voluntary act of said entity, forihe ptnposu d etem mantioned, and cts oath stated that he is autborimd to execute the said instrument as bl f of ttw entity. '\ W1TNE55 my hand and official seal herein affixed the day and. year in m c a ve) writan. 1 (�_ s(,(•�`�t c�hR�l�t4W't � r„„�e,�i� f�arb.rssn -YAP, �Jl ml and fn the State of t i'Ivulry Public tl+ � at 4t State nf'tV aslialgton l� k apPnmlment ;:J ^'"BE "f4 M HARBISON c -' j,"f —].01 ( my +:,o M•M!SS':ON EXPIRES —= Aunt 27.2011 e 7 JeflCom -EIFR Real Property License - Executable Page 50 ATTACHMENT INTERLOCAL AGREEMENT 567963 Page 27 of 28 02/101201103:22 PM FUND FRtE DISTRICT 1 capital asso01010 E-Albit A J Papa 1 JeffCom -EJFR Real Property License - Executable Page 51 r='�c;xa�rr:;>• .: , .... ... ��s•:�� y1::;]�rrzre J Papa 1 JeffCom -EJFR Real Property License - Executable Page 51 ATTACHMENT B INTERLOCAL AGREEMENT 667963 Page 28 of 28 02110/201103:22 PM Exhibit 8 Nov 30, 2010 3:34 pm Plepated ?.w Martin Nelson & C9. - JB ( 4.306 IEFFPDWEFFPDI -42M Period EUMM 12282010 06/012011 1210I2U1I 0[0012012 121012012 06!012013 12[012013 0610112014 12012014 06/0112015 12[012015 0610/2016 12Mt2016 06012017 121012017 06Mt2D1S 12012018 0"Ja 19 121012019 061012020 12/012020 06012021 12M12021 DW012022 I2MI2022 961012023 1201 060] i 12012 0[0912 BOND DEBT SERVICE EAST JEFFERSON F1R6- RESCDP S4.28MM LTCrO BONDS, 2010 ••Prelimi>mry Subj. m SJgoatoe of District &. City Agreement" "'• Subject to Most Rat®,g DeEermimation ... "•- Subject to Credit Enbnacemerrt Delm 0at mine"" ..— Subjeerto Inetst Rem Fluchin ion'a'a Doted Date 12/282010 /delivery Date 121282010 Prbcipal Interest Debt Service MAIO." 83,510.15 "1.00 98,601.00 9801.00 98,601.00 155,000 9801.00 2�A0 96,663.50 30 160.000 96,6113.50 / $56,66350 94.663.50 jl {94,65350 165,000 94,663.50 2Y�k,,663.50 92.601.00 92;601.00 165.000 92,60�1.00 2 1 89 ' , 89,713.50 175,000 89.71a,50', 264,713.50 86,651. 86.651.110 1801000 Sy65It �,. 20,651,00 140,000,, 195 000 < 270,000 285,000 300.000 320,000 335,000 64.123.00 58.618-00 58,67SAD 52,991.00 52.991.00 47,062.00 47,66200 40.77400 40.770.00 33.480.00 33,480.00 25.785.D0 25,785.00 17,685.00 17,685.00 9,041.00 9.04500 272,601.00 78,326.00 273326.00 73,93850 278,93850 69,326.00 284,126.00 61,123.00 289.123A0 58,678.00 293,678.00 52,991.00 297,991.00 47,06200 307,962.00 40,77.000 310,770.00 33.480.00 318,480.00 25,785.00 325,785.00 17,685 -00 337,685.00 9,045.00 344,045.00 354,327.00 350,202.00 354,427.00 353,30200 355,20200 351,65200 352,877.00 333,65200 333,246.00 352,35600 350.98200 354,124.00 351,540.00 351,960.00 351,570.00 335,370.00 353,090 -00 4, 280, 000 2,607,519.85 6,887,819.85 6,887,819.55 JeffCom -EJFR Real Prop" License - Executable Page 52 ATTACHMENT C AGREEMENT FOR FIRE HALL COMMUNICATIONS TOWER 55 784 PGS:88 � Y11 ridMPw1tw RETURN ADDRESS Ej nC �d Please print neatly or" information DOC[A M'Tr TILE REFERENCE NUMBERS (S) GRANTOR (S) (last. First and Middle GRANTEE (S) (Last LEGAL Town Reference #'s on POP ___,_ Additional grantor onpage_ Additional grantee on page_ (abbmiated trm: i.e. Iot.blo*DW Ksaeeon,twnrablp,rarige,rluader /quarter} JI- PQ h5itI M), 0) (A, rTegO� Col to-l' Additmal legal on Pea PROPERTY TAX PARC UACCOUNT NUMBER Additional parcel #'s on page _ 'Recorder will rely on the information provided on this form. The staff volt not read the document aecurocy or completeness of the indexing information prodded twain. 2,1 IeffCom -EiFR Real Property license - Executable Page 53 ATTACHMENT AGREEMENT FOR FIRE HALL COMMUNICATIONS TOWER 557784 Page 2 of 8 021031201110:48 AM Cormunfwnem TOWerAgreeraeat(2010) AGREEMENT FOR FIRE HALL COMMUNICATIONS TOWER (Sale and Use Agreement) THIS AGREEMENT is made at Port. Townsend, Washington, this! IP._ - 4,n4 f 2010 (the date which the last party signs this Agreement), by apk 1. THE CITY OF PORT TOWNSEND, a Municipal Co=JK — ainihtter referred to as "CITY," and 2. JEFFERSON COUNTY, aMunicipai Corporation, ,.• hereinafter referred to as "COUNTY" or J01100 3. JEFFERSON COUNTY FIRE DISTRICF 1( a stJefferson Fire Reseae), hereinafter referred to as"Distri, 0 RECITALS: A. City is the municipal government of the City o3 Tswi send. City owns the Fire Hall, located at 701 Harrison Street, Port ', v and legally described as: Block Z, Lots 1 and 3 in thC�ejrr-�Of I;klau Reach as recorded in. Volume 2, Page 26, within the southeast (I c 2, Township 30 North, Range I West, W.M„ Records of Je$�3soashinoon. City leased the (re Hall to J �ty Fire District No. 1 ("Fire District''} effective January 1, 2007 "Fire H meat' , in connection with an INTERLOCAL AGREEMENT FOR, -JOINT {OPTION AND MANAGEMENT OF FIRE SERVICES (City o%eud-and Jefferson County Fire District I (effective, January i, 2007�i�� ��,�,��� i B. City owns a i° "r "'° iens tower (and related equipment) located at the Fire Hall. City desire to $ t cc mrications tower (and related equipment) to JeffCOM subject to tf)otersks fi Agreement- C. JeffCOM desires J urchase the communications tower (and related equipment) subject to thgtera�of w Agreement ectI are a material part of this Agreement ONS IBEi�TION OF THE RECITALS, TERMS, COVENANTS AND Nlgl1 \ b 1S SET OUT HEREIN, THE CITY AND JeWOM HEREBY AGREE AS I x HAJTe -&Ur U,.nP,atoU( u AM) (3X�(2)� JeffCom -EJFR Real Property License - Executable Page 54 ATTACHMENT C AGREEMENT FOR FIRE HALL COMMUNICATIONS TOWER 6ST784 Page 3 of 8 02/031201110:48 AN Communications TOWN Agixmeat (2910) 1. PURCHASE AND SALE. CRY does hereby sell and JefTCOM 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' Self -supportutg Lattice Tower including the concrete pad and pier, safety cable, safety harness kit, lightening rod, grounding hardware (including the antenna cable ground system in the Fie Station), and erection drawings. b. —20'x 18^ Ice Bridge, Support Posts, and Trapeze Supports Equipment List- does not include the Emergency Generator (t - twined and tested by the Fire District). The of i ctive date of the sale and risk of transfer pass on the t 2. PRICE; PAYMENT. The price is EightytttJppr000 SST. The price shall be paid to the City within 45 days of thq' to of ' gre reent 3. COMMUNICATIONS TOWER LOCA ` $ALL NO LONGER USED AS TIRE HALL. The commrmicatioffi to and uipment may remain in their existing location, including any replaceme>�micatious tower and equipment, at no cost, wider the terms of an existing lease between hand Jefferson County Fire District No. I dated November 2I, 2006 (copy attached 4. GENERAL CONDITI04�- A. Condition of P trcha�. C' o oe3� aramee the condition of the above-described equipment in any fashion. No es�t on of any warranty of any kind has been or is being made by the City reg s pgtiipf<{e. The equipment is sold "as is, where is, with all faults.' JeHCOM ack}f t`has inspected the equipment to its satisfaction- Any. maintenance, repairs, fa be the sole responsibility of JefICOM. R Access. Jo e reasonable access to service, maintain, repair and replace the equipment All Wozic�gll be accomplished in a manner that interferes with District operations in tbp'i sSible manner. t(` t C. Utilitie shall pay for any utilities (electric) in connection with its use of the comma i�w wire related equipment. IeBCOM at its cost stall segregate the portion of the F' �11l I 'cal system related to JeffCOM's facility, and move all circuits to a separate P" o ere all the of electricity related to JeffCOM's facility is separately metered. D. Callen abi . su a Release. JefiCOM shall hold the City and Fire District ass m, any claim, action andlor judgment, including reasonable attorney fees and court any injury to any persons or for damage to any property arising out of JeffCOM's use ofthe premises. JeffCom shall maintain its own insurance on the communications tower and 2 Fi %4 TO SW�Vs, ABeeq,pf 11 ION r� It 40)(3)a�taa� JeffCom -EJFR Real Property License - Executable Page 55 ATTACHMENT C AGREEMENT FOR FIRE HALL COMMUNICATIONS TOWER 557784 page 4 of 8 021031201110:48 AN Communitaticos Tower Agrccment 02010) equipment fox any loss 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 of Transfer: First Rlwlrt of Refusal. JeffCOM shall not assign or transfer this agreement or any interest in the Agreement, without Fire District's and City's prior written consent, which Fire District or City may withhold in its discretion. This sectigfi,�nly moans that the right to maintain a tower at the site is JeffCOM's right, and JefiCOM pave that right to anyone else. The section does not prohibit Jeff'COM, in its own diacm o rt any re quirement for City or District approval, from sellingthe tower, ar {sayiect ity regulations) putting up a different tower. -1 N In the event of any proposed sale of the tower by JcffCOM, District a first right of. refusal to purchase the tower on the same teens and con litionp d 'tten offer. District shall have 30 days alter presentation of the written of'i t, 0 o District to determine whether to make the purchase, and if so, snail claselgrt a in the same urudeame as the original offer, but in no event more than 30 d yy af%r D' " s determination whether to make the purchase. Any attempt to sell the pro ""Bout 'vittg notice to District shall not be valid, F. Arbitration. Any controversy or claim srrrg out of or related to this Agreement or the breach or alleged breach thereof shall be sctticdacoqrding to the procedures of the American Arbitration Association. Any costs, exp s Z1 fees incurred in arbitration shall be awarded as determined in the course of {� and may be awarded to the prevailing party. Jurisdiction for any arbittat(ii,, tkfiv`si% ja I Jefferson County, 3 FiR H+ilrwe -Sde nndU r,4®pmr4 n 18P6[rw II909) (J}im(1 }em JeffCom -EJFR Real Property License - Executable Page 56 ATTACHMENT C AGREEMENT FOR FIRE HALL COMMUNICATIONS CENTER 687784 Page 5 of 8 021031201110:48 AM i;ommunicatiaas Tower Agre®ent (2010) G. EntireAoreemmt: Revocation Of Prior AgmemicrimAmendments. This Agreement contains the entire agreement of the parties hereto with respect to the sut)jcut matter of this Agreement and use of the premises, and any other agreement, statement, promise, representation or understanding by any party hereto, or any oftheir respective agents, representatives, employees or principals which is not contained in this Agreement, is hereby mutually rescinded and revoked and shall not be binding or vale. Any amendments or additions or modifications to this Agreemern to writing executed by the parties hereto. Neither party shall be bound by any verbal or 'ed agreements. CITY OF PORT TOWNSEND By. David Timmon ,City Manager City Hall 250 Madison Street, #201 Port Townsend, WA 98368 �� JEFFCOM and MWERSON COON t Y< � / By: Ca {�n,7tu�; -By: W Carom By: C JEFFERSON (also known a By: __z DiSTRICP 1, hire Restue) 4 ry,rbarmw-8demdUNAVu 311001(m114W)P)ck OMW 10 ppro,. °d as to form only: ttJ3a� Zola leffenoProsecv[or' OtFiea )effLom -EHR Real Property License - Executable Page 57 ATTACHMENT C AGREEMENT FOR FIRE HALL COMMUNICATIONS TOWER 667784 Page 6 of 8 021031201110:48 AM Communications Tower Agreement (2D] O) STATE OP WASHINGTON } }33. COUNTY OF JEFFERSON } Oa tbis 2010, befare me the undetaigned, a Notary Public duly commissioned and sworn, personally appeared David Timmous, known to be the City Manager of the CITY�PORT TOWNSEND, the municipality that exeemed the fomgoingAgreement, and acknowledged d insavmeat to be the free and voluntary act of said cutakipality, for the uses and purposes therein . mentio� an oath stated that he is authorized to execute the said instrument on behalf of the mualcipalky. WITNESS my band and official seal hereto affixed the day and year in W l fic ab ittem My 7s�$13:s t, n � v, 5 rnwn rwc- s.k,"a u�aW =owrc a tom t,r,� i i <osl Olveo(z).a� JeffCom -EJFR Real Property License - Executable Page 58 ATTACHMENT C AGREEMENT FOR FIRE HALL COMMUNICATIONS TOWER SM84 Page 7 of 8 021031201110:48 AM Connuumrations Tower Agrectoent (201 0t) STATEOFWASUWGTON ) )ss. COUNTY OF JEFFERSON ) On this _ day of , 2010, before me the undersigned, a Notary Public duly commissioned and sworn, personally appeared John Aeetm, known to be one ofthe )offason County Commissioners, that he executed the foregoing Agreement, and acknowledged the said instrumcnt to be the free and voluntary act of said cu�y, her he uses and of purposes therein mentioned, and on oath stated that be is authorized C aCu1Z the and WITNESS my hand and official seal hereto affixed the day and NOTARY ftfflLk in a)ui- `Pihe Stn of STATE OF WASHINGTON ) COUNTY OF JEFFERSON On this_ day of 2010, before me fed, a Notify Public duly comtnissineed and sworn, personally appeared Phil Johnson, kno be one on County f ommmssiorcm that he executed the foregoing Agreement, and acknowiad l said instument to be the five and voluntary act of said entity, for the uses and purposes th nem mentioned, and�dalb stated that be is aatborimd to execute the said im ument on behalf of the entity. \ \\\ \/ WITNESS my hand and officiailseall he Ibe day and year this certificate above writtoo. V \1�rf�jf °` [Prim narac] 1, r NOTARY PUBLIC in and for the State of Washington, residing at .my �\ appointment otmires STATE OF WASflJN, tN COUNTY OF OL�41 � �,% , 2010. before ma tha undersigned a Notary public duly commissioned and swum, atfd David Sullivan, ii; =V= i,a one of the Jefftrson County Commissioners, that he exemfted thmart, amt acknowledged the said instrument to be the free and votonmry, act of said entity. for \sos thetc in mentioned, and on oath stared that he Is authorized to execute the said ®stmmentjo�-bQ o£tlu entity. 4� VTT\ SS my band and official seal hereto affixed the day and year in this Certificate above written. [Print -1 NOTARY PUBLIC in and for the State of Washington6 residing at . A appointment expires e ripe HIM T.x Sd.mduroAartemmi it 10 (mw 114 W) fm -4J� JeffCom -EJFR Real Property License - Executable Page 59 ATTACHMENT AGREEMENT FOR FIRE HALL COMMUNICATIONS TOWER 667784 Page 8 of 8 021031201110:48 AM Communications Tower Agreement (2010) STATE OF WASHINGTON ) )ss- COUNTY OF JEFFERSON ) On this 14 day of Alf daN�7!/ 2010, before me the undersigned, a Notary Public duly commissioned and swops, personally appeared Jess Boadarant, Jr., known to be the one of the JEFFERSON COUNTY FIRE DISTRICT 1 Commissioneta, that he executed the foregoing Agreement, and acknowledged the said instrument to be the free and voluntary act of said entity, forthe uses and purposes therein mentioned, and on oath stated that he is authorized to execute the said instrument on behalf of the antity- n WITNESS my hand and official seal hereto afflxed the day and year in this 'bc„ =�S)w wrten. Notary Public tt ) State of Washington 2. rnnItr1 "Lk. LONIBETH M HARBISON [print name) MY COMMISSION EXPIRES NOTARY PUBI 4, State of Apd127. 2011 Washington,,At Yug �» .. My saooin" eat e:(U1Ra:�J_ nr�Art STATE OF WASHINGTON COUNTY OF JEFFERSON ( �� � On this A day of /V4 ✓%i°t�2010, before ace unaers +gt[ed, a Notary Public duly commissioned and swum, personally appeared Richard Stapf, Jr., own to be th of the JEFFERSON COUNTY FIRE DISTRICT 1 Commissioners, that he executed the Agreement, and acknowledged the said instrument to be the free and voluntary act of said entity, £or the uses d�llu�oxs therein mentioned, and on oath stated that he is authorized m execute the said instrument on behalfpfti� ry� ciatl hefalc J-r11-�-,-- day and year in this certificate above written. Notary Public ✓ ^�� I� f state of Washington LONIBETH M HARBISON \ \ !v rIa MY COMMISSION EXPIRES ��—' �/, [Prim name] Apra 27, 2011 ' ` NOTARY PUBLIC m mod f,g}s� tine State of Washington, residing at.4W.Warl df. .My t "T \ aPPoi'dmontexpave ! 41..27. ZO r1 STATE OF WASHITi TO COUNTY OF JEFFER §O�1 , � . ! ,. On this � 7r+tm't 26] 0, before me the undersigned, a Notary Public duly commissioned and sworn, perso ,Y Zane Wyl1, Sr. imown to be the one of the JEFFERSON COUNTY FIRE DISTRICT 1 Co that he executed the foregoing Agreement, and acknowledged the said instrument to be due free and v� ofsaid entity, for the outs and Purposes therein mentioned, and m oath sued that he is authorizedm the said instrument on behalf of the entity. WI�TNFSS tidy band and official seal hereto affix the day and year in this eertifiete above written, � Q- lnname f�1114� 1 ' Notary Public � tite of Washington �i:OfJlSETH M HARBISON [Print name] ) NOTARY PUBLIC in and the State of MY COMMISSION EXPIRES Washington, residing at.%L A Ltd • . My Aprir 27. 2011 appoinonent expires: ,,�� -z7 _ zo k I 7 Fi ar0 Tovar- ensamr U. APmnav t I to OE(tt II a091(tklem {I)arc JefiCom -EJFR Real Prop" License - Executable Page 60 ATTACHMENT D QUIT CLAIM DEED - LOTS 1 AND 3 5J., 6.. 2I 7CL3." t7 PGS:2PnaQCD aadt9e ilN lf�+4'1�lommi d1�.lifit NM,lY+rt l t � � N4 m:2 TQ JobnP. Waal, CityAdkrney city M Pmt Twmmsd 250 Madison Street, 0201 Jefferson County Excise T Pon Towns" WA 98368 (� r� TekPhawx)15 -5991 Fu:383 -0290 Aff # 6U ��``'' 0 O P ep tr) Tact $ Sass By X l QUIT CLAIM DEED 1� Graotor(s) City of Port Townsend, a Grantee: Jefferson County Fire Distric( a. l (aka ast Jefferson Fire and Rescue) Brief Legal Deseription(s): Block Z, Lots 3 and 3 in the plat of Kuhn's Ranch as le olume 2, Page 26, within the souduast quarter of Section 2, Township 30 North, Mange 1 West, WM., 7jecerds Jeffgrscn County, Washington. Jefferson County Assessor Tax Pareq N6,7 57¢3 QD1 - FOR AND IN CONSIDE dm Agreement dated December 7, 2010 recorded under AFN 557963 between -kithe City P A Townsend, a Washington municipal corporation and Jefferson County the City of Port Townsend, a Washington municipal corporatiot�,a�to, livreby conveys and quit claims to the Jefferson County Fire District No. 1(aka t fee n Fire Rescue or EJFR), Grantee, and successors and assigns, the following de ri estate, situated in the Country of Jefferson, State of Washington,: Block Z, Lots 1 and i�the ofKuhn's Ranch as recorded in Voludne 2, Page 26, within the soudleast quarter of Section 2, Towduhipi 3UN�ort , ange I West, W.M., Records of Jefferson County, Washington. Together wily' a8vilpr rtdeais located thereon awned by the City of Port Townsend including but not limited to the ims of an Agreement between the City of Port Townsend and Jefferson County 1, dated December 7, 2010 recorded under AFN 557963- )effCom -EJFR Real Property License - Executable Page 61 ATTACHMENT D QUIT CLAIM DEED - LOTS 1 AND 3 562737 Page 2 of 2 101081201112:48 PM IN vnTNESS WHEREOF, this Quit Claim Deed is executed on this o' tay of sjpL`t sw7G e t 2011. 7tt�z-- David Timmons, Ci Manager ApprovgA'SNefferson County Fire District No. 1 :. STATE OF WASHLNGTON In COUNTY OF JEFFERSON On thisIT&y ofd, 2D11, to be the City Manager of the City of Port Townsend acknowledged that the Deed was signed as his free ai and on oadb stated that he is authorized to exyqute ski Dated: 9 d 201f Dated: 22 � V appeared David Timmons, to me known within and foregoing Deed, and !. uses and purposes therein mentioned, Notarysignature ` # -=/ 0 ,,{A`9taly�Pi'ittt Mme] - �/-vz "Ja3 CcJl ' 1 /��~/ / 14141111yjtl Residing at My conunission expires: �`� y f . Np? tf� �'\ > � � y ♦bb�y A JeftCom -EJFR Real Property License - Executable Page 62 ATTACHMENT E QUIT CLAIM DEED - LOT S 563187 PGS :2 QCD Jef 10,20, teounty WA Ruud iis, IS Bflio: — Qerrm EJtlr�dpa, RW1[or i1111C PMIUN1bI NI H WHIMILIiRMh mill QUIT tL.AIMMEED . l 1�� Graotor(s) City of Port Townsend, a Was muoncipm] Eotporation Grantee: Jefferson County Fire Distric 14 1 (a last Jefferson Fire and Rescue) Brief Legal Description(s): Lot 5, Block Z, Kuhn's Ranch, as per plat recorded in ink 1 2 of Plats, Page 26, records of Jefferson County, Washington. Jefferson County Assessor Tax P ' 003 FOR AND IN CONSIDERAT19N OF an Agreement dated December 7, 2010 recorded under AFN 557463 betw n e t f Townsend, a Washington municipal corporation and Jeff e I; %01 istrict No. 1, the City of Port Townsend, a Washington municlR:a,t.r� Grantor, hereby conveys and quit claims to the Jefferson County Fire Disir t Jefferson Fire Rescue or EJFR), Grantee, and successors and as- i t to fo 107Wing described real estate, situated in the County of Jefferson, State of Washington. \ Lot 5, Block Z, in n s b, is per plat reconled in Volume 2 of Pints, Page 26, records of Jefferson County, Washin t �+ Together 1ki)1- 4R74roverrlents located thereon owned by the City of Port Townsend. rms of an Agreement between the City of Port Townsend and Jefferson County 1, dated December 7, 2010 recorded under AFN 557963. JeffCom -EJFR Real Property License - Executable Page 63 REMRNTO John P. Walt' City A40"Y Cq of?W TowiiWW 250 Mediaon Street, 0201 Pat Tovmxrd, WA 98368 T*pt me 3855991 F= 3954290 Jeifer5on County Excise Tajo Aft # 1167 13 Date 1 Tax $ $ Suiea Amt S", QUIT tL.AIMMEED . l 1�� Graotor(s) City of Port Townsend, a Was muoncipm] Eotporation Grantee: Jefferson County Fire Distric 14 1 (a last Jefferson Fire and Rescue) Brief Legal Description(s): Lot 5, Block Z, Kuhn's Ranch, as per plat recorded in ink 1 2 of Plats, Page 26, records of Jefferson County, Washington. Jefferson County Assessor Tax P ' 003 FOR AND IN CONSIDERAT19N OF an Agreement dated December 7, 2010 recorded under AFN 557463 betw n e t f Townsend, a Washington municipal corporation and Jeff e I; %01 istrict No. 1, the City of Port Townsend, a Washington municlR:a,t.r� Grantor, hereby conveys and quit claims to the Jefferson County Fire Disir t Jefferson Fire Rescue or EJFR), Grantee, and successors and as- i t to fo 107Wing described real estate, situated in the County of Jefferson, State of Washington. \ Lot 5, Block Z, in n s b, is per plat reconled in Volume 2 of Pints, Page 26, records of Jefferson County, Washin t �+ Together 1ki)1- 4R74roverrlents located thereon owned by the City of Port Townsend. rms of an Agreement between the City of Port Townsend and Jefferson County 1, dated December 7, 2010 recorded under AFN 557963. JeffCom -EJFR Real Property License - Executable Page 63 ATTACHMENT E QUIT CLAIM DEED - LOT S 563187 Page 2 of 2 10128/201110:24 AM IN WITNESS WHEREOF, this Quit Claim Deed is executed on this a ay Of 2011. GRANTCR('s . David Timmons, City Manager Approv by effe ouniy Fire District No. 1: Print Name: ,AC. STATE OF WASHINGTON ) )u COUNTY OF JEFFERSON ) On this �_�of(jt .st,2Ql(, to be the City Manager of the City of Port Townsend acknowledged that the Deed was signed as his free F and on oat stated that he is authorized to extteute sat Residing ar. My commission expires: � I Y Dated: /Z p , 201_. 1`\ Dated: 149114 \`201) \`Ilj red David Timmons, to me known and foregoing Teed, and and purposes therein mentioned, Wltr�f� JeffCom -EJFR Real Property License - Executable Page 64 ATTACHMENT F 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. SS7784, 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 ( "EJFiY'), the City sold a communications tower t"Towef) 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 EIFR, 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 JeffCom'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 riot 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 Qty's permitting and zoning regulations. Executed this 17" day of April, 2014. CITY OF PORT TOWNSEND Name: tJ, 4 'r ti a Title: C e L31 JeffCom -EJFR Real Property License - Executable Page 65 JEFFERSON COUNTY BOARD OF COUNTY COMMISSIONERS CONSENT AGENDA REQUEST TO: Board of County Commissioners FROM: Philip Morley, County Administrator DATE: November 24, 2014 RE: Port 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; 512,000 /year. STATEMENT OF ISSUE: This is one of five agreements between Jefferson County and JeffCom. Staff recommends that the Board of County Commissioners execute all five Agreements. These include: Port Hadlock License and Use Agreement for JeffCom, providing JeffCom office space at the County Jail annex in Port Hadlock, term 10/1/'12-12/3 11' 15; plus four reciprocal agreements to allow one another to operate communications equipment on each other's tower(s): • Port Hadlock Tower License, licensing JeffCom to operate and access communications equipment on the County's Port Hadlock Tower, for a term of 20 years from execution; • Port Townsend Tower Sublicense; licensing the County to operate and access communications equipment on JeffCom's Tower at Fire Station 16 in Port Townsend, for a term of 20 years from execution; • Coyle Road Real Property License, selling to JeffCom the County's interest in the tower on Coyle Road, and licensing JeffCom to use property the County owns or controls, for a term of 50 years from execution; • Coyle Road Tower and Building Sublicense, licensing the County to operate and access communications equipment on the Coyle Tower once it is owned by JeffCom, for a term of 50 years from execution. ANALYSIS: These five agreements are the product of extensive negotiation between JeffCom and the County starting in 2012. From 2012 until now, the Board of County Commissioners has been periodically consulted with and provided guidance for the negotiations. Most recently the Board reviewed all five agreements at its meeting on November 3, 2014. JeffCom has approved the agreements, and they have passed county risk and legal reviews. FISCAL IMPACT: Summary of County /JeffCom Agreements Office Use &License Expires Jef fCom County Net in Agreement paysto paysto 2014* County JeffCom Office Use & License 12/31/2015 $ 40,903 $ 40,903 Tower Agreements Expires JeffCom County Net per 20 yrs paysto paysto year ** County JeffCom Coyle Tower Sale & License 50 yrs Coyle Tower Sublicense 50 yrs Hadlock Tower License 20 yrs $ 3,500 Plus $1 sale $ 3,500 $ 12,000 Station 16 Tower Sublicense 20 yrs $ 12,000 subttl Towers: $ 15,500 $ 15,500 $ * The use and license fee that JeffCom pays to the County for office space escalates with CPI throughout the term. Amounts each year are as follows: 2012 (partial year) $9,845; 2013 $40,434; 2014 $40,903; 2015 $41,815. Approximately 16% in each year is reserved for capital repairs by the County to the building, the remaining balance of which would be returned to JeffCom should JeffCom quit use of the facility and capital funds remain unspent after 10 years from then. * * The license fees for all tower agreements index at 3% /year starting the second year, with a net cumulative cost of $0 to both the County and JeffCom for the group of four tower agreements. RECOMMENDATION: Execute all five agreements with JeffCom REV BY• tp MorleLWunty A 'nist for Date CONTRACT WITH: CONTRACT FOR: CONTRACT REVIEW FORM JeffCom and Port Townsend Tower Sublicense — Station 16 TERM: 1y- 233 COUNTY DEPARTMENT: For More Information Contact: �:UUNTY �,,� Contact Phone #: t RETURN TO: RETURN BY: (Person in Department) F. WLA 011M Revenue: Expenditure: Matching Funds Required: Sources(s) of Matching Funds Step 1: REVIEW BY Review by: Date Reviewed: APPROVED FORM CommentsH��2t�i PROCESS: Exempt from Bid Process Consultant Selection Process Cooperative Purchase Competitive Sealed Bid Small Works Roster Vendor List Bid RFP or RFQ Other 23 Returned for revision (See Comments) Step 2: REVIEW BY PROSECUTIN�ATT Rl Review by: -�A Date Reviewed: I I - ifa C APPROVED AS TO FORM Returned for revision (See Comments) 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.)