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HomeMy WebLinkAbout102615_ca04JEFFERSON COUNTY BOARD OF COUNTY COMMISSIONERS AGENDA REQUEST TO: Board of County Commissioners FROM: Philip Morley, County Administrator DATE: October 26, 2015 RE: Hadlock License and Use Agreement for JeffCom — 2016 -2018 STATEMENT OF ISSUE: Board of County Commissioners' approval is requested of a new Hadlock License and Use Agreement for JeffCom for years 2016, '17 and '18. The new Agreement is substantially similar to a current Agreement which expires this year. ANALYSIS: The Hadlock License and Use Agreement for JeffCom provides JeffCom office space at the County Jail Annex in Port Hadlock. An existing License and Use Agreement covered 2012 -2015 and expires this year. The new Agreement is modeled after the existing Agreement by continuing to index the license and use fees for each year using the CPI up to a maximum annual adjustment of 3 %. The term is through December 31, 2018, provided that if neither party terminates the agreement then, it would continue for an additional three years. Either party may terminate the agreement at any time upon giving at least 365 days prior written notice. The JeffCom Administrative Board has already approved the new License and Use Agreement. FISCAL IMPACT: In 2016 the Use and License fees total $42,266. For 2017 and 2018, the fees will be adjusted by the ratio of the CPI -W (Seattle) for June of the most recent year divided by that of the preceding year's CPI, not to exceed a 3% increase. The Use and License fees have two separate components. A Use Fee is a cost reimbursement by JeffCom to the County that pays for custodial, routine minor facility maintenance, supplies, utilities and other operating costs that the County expends on JeffCom's office space. In 2016, the Use Fee is $35,383. A separate License Fee of $6,883 in 2016 will help defray future capital repairs for JeffCom's exclusive -use area. The License Fee is accounted separately, and if JeffCom should ever quit the premises in the future, and the License Fee has not been used in full for capital repairs within 10 years after JeffCom's departure, any remaining balance will be returned to JeffCom. RECOMMENDATION: Approve the proposed Hadlock License and Use Agreement for JeffCom for years 2016, '17 and '18. D Y: hilip M le County Aduiini Date HADLOCK LICENSE and USE AGREEMENT for JEFFCOM WHEREAS, Jefferson County owns and maintains an Emergency Operations Center at 81 Elkins Road, Port Hadlock, Washington; and WHEREAS, JeffCom provides emergency communications and dispatch services, a critical public safety service for Jefferson County citizens and visitors; and WHEREAS, since 2004 JeffCom has had offices and its primary Public Safety Answering Point co- located with the Jefferson County Department of Emergency Management in the Jefferson County facility located at 81 Elkins Road, Port Hadlock, Washington; and WHEREAS, under the terms of Federal Emergency Management Agency (FEMA) funding for the original 1986 construction of the facility, FEMA retains durable interest in perpetuity in approximately 3,170 square feet, and requires the maintenance of emergency operations center facilities equal to or greater than those in the configuration as funded, as shown as the shaded area in Exhibit A, attached hereto and incorporated herein by reference; and WHEREAS, in a memorandum dated March 4, 2004, the County Administrator issued a memorandum to JeffCom and the Department of Emergency Management allocating the use of the facility consistent with the FEMA requirements; and WHEREAS, JeffCom, an interlocal administrative agency, operates independently under an interlocal agreement starting on October 1, 2012, to operate a unified emergency dispatch and communications system on behalf of Jefferson County, the City of Port Townsend, and Jefferson County Fire Districts Numbers 1, 2, 3, 4, and 5; and WHEREAS, providing for continued JeffCom operations in the existing County facility ensures uninterrupted JeffCom operations, and promotes the efficiency of a vital public service; and WHEREAS, JeffCom and the County desire to provide for continued JeffCom operations co- located with the Jefferson County Department of Emergency Management within the County's facility located at 81 Elkins Road, including an area to be licensed to JeffCom which is outside the 3,170 square foot area of FEMA - retained durable interest, as well as additional areas JeffCom may share but that will not be used for any permanent JeffCom activities, use or equipment that render it incapable of immediate and complete conversion to emergency operations use or support; and WHEREAS, JeffCom and the County have negotiated a license fee to partially supplement the County's responsibility to perform capital repairs /maintenance of the license area; as well as a separate cost reimbursement for the County's custodial, minor facility maintenance, supplies, utilities and other regular facility operations costs occasioned by JeffCom's use of the County's facility; Port Hadlock License and Use Agreement for JeffCom Page 1 of 16 NOW, THEREFORE, in consideration of the terms, conditions, covenants and performances contained herein and mutually bargained for and exchanged, IT IS MUTALLY AGREED AS FOLLOWS: THIS PORT HADLOCK LICENSE and USE AGREEMENT for JEFFCOM (or "License and Use Agreement ") is made by and between Jefferson County, a political subdivision of the State of Washington and a municipal corporation ( "County "), and JeffCom, an interlocal administrative agency ( "JeffCom "). 1. PREMISES: Jefferson County DOES hereby agree that JeffCom may use a portion of the interior space located at 81 Elkins Road, Port Hadlock, Washington, commonly known as the Emergency Operations Center, as follows and as shown in the facility diagram in Exhibit B attached hereto and incorporated by reference: A. License Area: The spaces identified as A108- Dispatch, Al 09-Director, Al 16-Toilet and Al 17-Equipment/Storage Room are licensed and assigned to the exclusive use of JeffCom during the term of this License and Use Agreement, except that computer network trunk lines, switches and associated rack are located within A117- Equipment/Storage Room which will continue to be owned, maintained, upgraded and accessed by the County and which shall occupy no more than 10 square feet of A117; A101 -Lobby is intended to be shared equally between the Department of Emergency Management, Corrections and JeffCom to their mutual benefit. B. Additional Use Area: A106- Storage /UPS, A107- Kitchen, A110- Supervisor's Office, A120/A121- Mechanical, and A122- Corridor and Locker Rooms are Shared Space, which JeffCom may use, but under the FEMA agreement, they shall be available for the immediate and complete conversion as needed to augment the EOC upon activation and such use by JeffCom will not be for any permanent activities, use or equipment that render the Shared Space incapable of immediate and complete conversion to emergency operations use or support (see Exhibit A, attached hereto and incorporated by reference). The space may also be used periodically by the Department of Emergency Management for simulated full activations of the EOC with reasonable notice given. In particular: • JeffCom shall have normal administration of the use of A110- Supervisor's Office and A106- Storage /UPS, and may use both on a daily basis; and • Use of A107- Kitchen, A120 /A121- Mechanical, and A122- Corridor and Locker Rooms are intended to be shared equally between the Department of Emergency Management, Corrections and JeffCom to their mutual benefit. C. All l- Operations Room and A113- Conference Room, both accessed by AI I8- Corridor, are primarily for the use by the Department of Emergency Management, but will be made available for use by JeffCom for training and other occasional related business, provided such use is scheduled with the Department of Emergency Management. Port Hadlock License and Use Agreement for JeffCom Page 2 of 16 2. TERM: The term of this License and Use Agreement shall be January 1, 2016 through December 31, 2018. If neither party terminates this agreement, then this agreement shall continue for an additional three calendar years. The License and Use Agreement may be ended by either party at any time prior to its term with 365 days prior written notice to the other party. 3. LICENSE FEE and COST REIMBURSEMENT: JeffCom agrees to pay an annual License Fee for the License Area to be used to help the County pay for its capital maintenance /repair /improvement to the County's facility. The County acknowledges that the amount of the License Fee is controlled solely by this License and Use Agreement rather than by any capital needs or expenses that may be required for the structure and infrastructure being used by JeffCom pursuant to this License and Use Agreement. JeffCom also agrees to pay a separate Cost Reimbursement for projected custodial, routine minor facility maintenance, supplies, utilities and other non - capital facility operating costs incurred by the County resulting from JeffCom's use of the License Area and Additional Use Area, as follows: License Fee and Cost Reimbursement: For each year, the prior year's annual License Fee and Cost Reimbursement shall each be adjusted by the ratio of the CPI -W (Seattle) for June of the most recent year divided by the CPI -W for June of the preceding year, or 1.03, whichever is less. Thus: JeffCom Facility License Cost Summary (Information only) Contract Contract --- - - - - -- -2012 through 2015-- - - - - -- I -- - - - - -- -2016 through 2018---- - - - - -- 2013 2014 2015 2016 2017 2018 Cost Reimbursement 33,849 34,242 35,006 35,383 License Fee 6,584 6,661 6,809 6,883 40,434 40,903 41,815 42,266 percent adjustment 101.16% 102.23% 101.08% calculation of percent adjustment 2013 cpi 2014 cpi 2015 cpi 2016 cpi 2017 cpi divided by divided by divided by divided by divided by 2012 cpi 2013 cpi 2014 cpi 2015 cpi 2016 cpi 2012 2013 2014 2015 JLNECPI -W Seattle 236.222 238.963 244.293 246.925 The License Fee and Cost Reimbursement for 2016 through 2018 (and each year thereafter if this License and Use Agreement is extended) shall be calculated as described above. The License Fee and Cost Reimbursement shall be paid in four equal quarterly installments on or before January 31, April 30, July 31, and October 31 of each year. Each installment shall be considered the License Fee and Cost Reimbursement applicable to the quarter of the year in which it is due. Port Hadlock License and Use Agreement for JeffCom Page 3 of 16 The County shall deposit the License Fee in a capital account, to be accounted for separately and used at the County's discretion exclusively for the County's capital expenditures related to capital maintenance /repair /improvement to the County's facility and utilities shared by JeffCom. JeffCom's financial responsibility for those capital maintenance /repairs /improvements shall not exceed the License Fee in the capital account, unless otherwise agreed by separate written agreement executed by both parties. Should JeffCom quit use of the premises, the County may continue to draw upon the License Fee fund balance for repairs, but will return to JeffCom all remaining fund balance from the License Fee remaining on the tenth year anniversary of JeffCom's departure. Before expending funds from the License Fee, the County shall give prior notification to the JeffCom Director of planned repairs and improvements and the proposed JeffCom cost share from the License Fee funds. The County will duly consider any comments from JeffCom in finalizing the planned repairs and improvements and in the amount of License Fee funds drawn from the capital account. In case of JeffCom's holdover past the expiration date of this License and Use Agreement or the date the License and Use Agreement terminates, then the License Fee and Cost Reimbursement, shall be 1/12 1h of the then - current annual License Fee and Cost Reimbursement amount calculated pursuant to the methodology listed in Section 21 payable and due on or before the 10th of each month for that current month of the holdover. 4. REPAIRS AND MAINTENANCE: Premises have been inspected and are accepted by JeffCom in their present condition. The use of the Premises by JeffCom shall be conclusive evidence that JeffCom has inspected and knows the condition of the Premises and accepts the Premises "AS IS," "IN ITS PRESENT CONDITION." JeffCom shall keep and use the premises in accordance with applicable laws, ordinances, rules, regulations and requirements of governmental authorities. JeffCom shall permit no waste, damage or injury to the premises other than ordinary wear and tear. JeffCom shall be solely responsible for cleaning up sinks, counters and surfaces, dishes, storage areas, cooking appliances from food preparation or consumption by its employees. Jefferson County shall maintain the premises in good repair and condition during the continuance of this License and Use Agreement. Jefferson County's maintenance obligations shall include, but are not limited to, daily custodial functions, the mechanical, electrical, plumbing, heating, ventilating and air - conditioning systems (including replacement of filters as recommended in equipment service manual); exterior walls; all structural portions of the building (including the roof and the watertight integrity of same); porches, stairways, exterior lighting; landscaping and continuous satisfaction of all governmental requirements generally applicable to similar office buildings in the area (example: fire, building, energy codes, indoor air quality and requirements to provide architecturally barrier free premises for persons with disabilities, etc.). For the purposes of so maintaining the premises, Jefferson County reserves the right at reasonable times to enter and inspect the premises and to make any necessary repairs to the building. Jefferson County reserves the right to close, or restrict access to any portion of the facility in an emergency or in the event that unsafe conditions arise. Port Hadlock License and Use Agreement for JeffCom Page 4 of 16 JeffCom shall be solely responsible for security of and the safekeeping of any personal property belonging to JeffCom (or any employee, representative or agent of JeffCom) at or within the rooms that constitute, in part, the Premises as listed in Section 1 above. The parties further specify that the terms and conditions of the Section of this License and Use Agreement entitled "Hold Harmless and Indemnification" apply to JeffCom's responsibility for security and safekeeping of any personal property there located at or upon the rooms listed here. 5. SIGNS AND ALTERATIONS: During the existence of this License and Use Agreement JeffCom, upon the prior written authorization of Jefferson County, may make alterations, attach fixtures, and erect signs, in or upon the Premises hereby licensed in accordance with such standards or conditions the County may require. Such alterations, attachments of fixtures and erections of signs shall be at JeffCom's sole cost and expense. Such authorization, standards or conditions shall be at the sole discretion of the County and shall not unreasonably be withheld. Performance of any of the rights authorized above shall be conducted in compliance with all applicable governmental regulations, building codes, including obtaining any necessary permits. Any fixtures or signs so placed in or upon or attached to the premises shall be and remain the property of JeffCom and shall be removed by JeffCom upon the termination of this License and Use Agreement, unless otherwise agreed by the County. Any damage caused by the removal of any of the above items shall be repaired by JeffCom at JeffCom's sole cost and expense. Authorized alterations to the Premises shall become the property of Jefferson County. Any alterations, fixtures or signs not authorized by the County shall be removed and the Premises returned to original condition at the sole expense of JeffCom, unless otherwise agreed to by the County. Improvements to the Premises made at the request of JeffCom that are beyond necessary repairs and maintenance of the Premises shall be paid for by JeffCom. 6. LIENS: JeffCom shall keep the premises free from any liens arising out of any work performed for, materials furnished to, or obligations incurred by JeffCom, and shall indemnify and hold Jefferson County harmless against the same. The license and use granted to JeffCom pursuant to this License and Use Agreement may not be used by JeffCom as security or collateral for any borrowing or purchase or lease of personal property. 7. SUBLETTING OR ASSIGNMENT: JeffCom shall not sublet the whole or any part of the premises, nor assign this License and Use Agreement, without the prior written consent of Jefferson County. This License and Use Agreement shall not be assignable by operation of law. Any assignment shall not release JeffCom from liability under this License and Use Agreement unless the assignment states such. Port Hadlock License and Use Agreement for leffUmn Page 5 of 16 8. DISASTER: In the event the premises are destroyed or injured by fire, earthquake or other casualty so as to render the premises unfit for occupancy, and Jefferson County neglects and /or refuses to restore said premises to their former condition, then JeffCom may terminate this License and Use Agreement and shall be reimbursed (on a pro -rata basis) for any unearned License Fee and Cost Reimbursement payment that has been paid prior to the premises being unfit for occupancy. In the event said premises are partially destroyed by any of the aforesaid means, the License Fee and Cost Reimbursement herein agreed to be paid shall be abated from the time of occurrence of such destruction or injury until the premises are again restored to their former condition, and any License Fee and Cost Reimbursement paid by JeffCom during the period of abatement shall be credited upon the next installment(s) of License Fee and Cost Reimbursement to be paid. It is understood that the terms "abated" and "abatement" mean a pro rata reduction in the License Fee and Cost Reimbursement equal to the ratio of area unsuitable for occupancy due to casualty loss to the total area of the Premises, as described in Section 1, above. 9. REIMBURSEMENT FOR DAMAGE TO PREMISES: JeffCom agrees to reimburse Jefferson County for damages caused by the negligence of its employees, clients and agents, but in no event shall this paragraph be construed as diminishing Jefferson County's duty to make repairs as set forth in preceding paragraphs of this License and Use Agreement, nor shall it be construed as making JeffCom responsible for the repair of normal wear and tear. On demand, JeffCom shall immediately pay to County the sum necessary to repair said damage. 10. HOLD HARMLESS AND INDEMNIFICATION: Jefferson County or its agents, successors and assigns shall not be liable for any injury to persons (including death) or damage to property sustained by JeffCom or others, in and about the premises, unless such injury or damage was the proximate result of the negligent or willful act or omission of Jefferson County or its agents, servants, employees, successors or assigns. JeffCom agrees to defend and pay all cost and expense of Jefferson County's defense and hold Jefferson County, its agents, servants, employees, successors and assigns harmless from any claim, action, and /or judgment for damages to property or injury to persons (including death) suffered or alleged to be suffered on the Premises (as defined in Section 1 above) by any person, firm or corporation, unless same was the proximate result of the negligent or willful act or omission of Jefferson County or its agents, servants, employees, successors or assigns. Jefferson County shall defend (and pay all cost and expense of JeffCom's defense), indemnify and hold harmless JeffCom against and from claims arising from Jefferson County's sole negligence or willful act with respect to, without limitation, the management and maintenance of the Premises, as defined above. Jefferson County's obligation to defend, indemnify and hold JeffCom harmless shall extend to any notification, claim, action or lawsuit initiated by any agency of the United States government to recover, obtain or recoup from Jefferson County any FEMA monies or funds (or any federal monies or funds) utilized to construct and install the Emergency Operations Center now located at 81 Elkins Road, Port Hadlock, WA 98339. Port Hadlock License and Use Agreement for JeffCom Page 6 of 16 11. INSURANCE: JeffCom shall maintain commercial general liability insurance on the premises in the minimum limit of $1,000,000 single occurrence, $2,000,000 aggregate for property damage (for damage or injury to the personal property and improvements owned by JeffCom and located at the Premises) and/or bodily injuries and death, and shall name Jefferson County as an additional insured. JeffCom shall furnish Jefferson County a certificate indicating that A) the insurance policy is in full force and effect, B) Jefferson County has been named as an additional insured, and C) the policy may not be canceled unless thirty (30) days prior written notice of the proposed cancellation has been given to Jefferson County. JeffCom shall provide a full document of insurance for the applicable policy or Risk Pool coverage document. Jefferson County shall have ten (10) days to accept or reject the provisions in the certificate of insurance. Upon the expiration of such 10 -day period, the certificate of insurance shall be deemed accepted, adequate proof of insurance, and satisfaction of this insurance requirement. Such insurance shall be considered primary and non - contributory by all parties. Jefferson County shall maintain on the building in which the premises are located a policy of standard fire insurance with extended coverage in the amount of its replacement value. Proceeds of any such insurance shall be applied to the restoration of the building and the premises if the building and /or premises are to be restored pursuant to the provisions hereof. Any proceeds remaining after such restoration shall belong to Jefferson County. If JeffCom fails to obtain or maintain any policy of insurance required under this License and Use Agreement, or if any such policy is canceled or modified during the term of this License and Use Agreement without Jefferson County's consent, Jefferson County may obtain such insurance, in which case JeffCom shall reimburse Jefferson County for the cost of such insurance within fifteen (15) days after receipt of a statement that indicates the cost of such insurance. JeffCom's failure to provide and keep in force the aforementioned insurance will be regarded as a default hereunder, entitling County to exercise any or all of the remedies provided in this License and Use Agreement for default. Written proof of JeffCom's membership in a self - insured Risk Pool as authorized by the laws of the State of Washington shall suffice for these insurance requirements if the liability caps for general commercial liability insurance and property damage insurance (for damage or injury to the personal property and improvements owned by JeffCom and located at the Premises) equal or exceed the amounts listed here. JeffCom's Risk Pool joint self - insurance policy shall be considered the "policy of insurance" for purposes of this Section and shall be primary to any liability coverage held or maintained by Jefferson County. The liability coverage of Jefferson County shall not be contributory. 12. NO WAIVER OF COVENANTS: No conduct of a party shall constitute accord and satisfaction, unless contained in writing to such effect and signed by the parties. Any waiver by either party of any breach thereof by the other shall not be considered a waiver of any future similar breach. This License and Use Agreement contains all the agreements between the parties; and there shall be no modification of the agreements contained herein except by written instrument. Port IIadlock License and Use Agreement for JeffCom Page 7 of 16 13. SURRENDER OF PREMISES: JeffCom agrees, upon termination of this License and Use Agreement, to peacefully quit and surrender the premises, leave the premises neat and clean and to deliver all keys to the premises to Jefferson County. If Jefferson County elects to require JeffCom to remove alterations, additions or improvements made by JeffCom, then JeffCom shall at its sole cost restore the premises to their previous condition, less reasonable wear and tear. 14. PERSONAL PROPERTY AND FIXTURES: All of JeffCom's personal property and trade fixtures, if any, located in, on or about the Premises shall remain JeffCom's property and JeffCom may remove such personal property at any time during the Term provided JeffCom is not in default under the terms of this License and Use Agreement. Upon the expiration or sooner termination of this License and Use Agreement, JeffCom shall remove from the Premises its personal property and the personal property of any party other than County. If JeffCom shall fail to remove its personal property as provided in this Section 8, JeffCom shall, upon demand, reimburse County for the documented cost of any such removal. Any personal property left on the Premises after the expiration or sooner termination of the Term, or after JeffCom's vacation or abandonment of the Premises (hereinafter "Abandoned Property "), shall be deemed to have been abandoned and to have become the property of County to dispose of in County's sole and absolute judgment and discretion. JeffCom shall reimburse County for any of County's documented court costs, attorney fees, and storage charges related to Abandoned Property. County may, at its option, sell Abandoned Property at private sale without notice or legal process, for such price as County may obtain, and apply the proceeds of such sale to any amounts due under this License and Use Agreement from JeffCom to County, including expenses incident to the removal and sale of Abandoned Property, or County may otherwise dispose of Abandoned Property. Personal property of the County at the commencement of this License and Use Agreement shall remain the property to the County. JeffCom may continue to use said personal property at the County's sole discretion, but shall immediately return said personal property upon the County's request. In addition, JeffCom shall promptly return any County personal property no longer in use, and shall return all County personal property on or before the last day of this License and Use Agreement. 15. USE: JeffCom shall use the premises solely for the purpose of operation of an E911 Emergency Communications and Dispatch Center and for no other purposes, without written consent of Jefferson County. JeffCom shall comply with all applicable laws, regulations, policies or orders of any lawful governmental authority. JeffCom (and its invitees, licensees, contractors, agents, employees, or representatives) shall not use or occupy the Premises in violation of any statute, rule, ordinance, order, regulation or certificate of occupancy in effect and applicable to any part of thereof (hereinafter "Applicable Laws "). Nor shall JeffCom do or permit to be done in or about the Premises, or any part thereof, or bring into, keep, or permit to be brought into or kept in or about the Premises, or any part thereof, anything that may constitute a waste, nuisance or unreasonable annoyance to County, other tenants of the Premises and /or members of the general public. JeffCom shall bring or keep no animals of any kind in or about the Premises except service animals. JeffCom shall not cause or permit any unusual or objectionable odors to be produced upon or permeated in or about the Premises. JeffCom, nor any of JeffCom's employees, Port Hadlock License and Use Agreement for JeffCom Page 8 of 16 servants, agents, contractors, licensees or invitees shall at any time bring or keep in or about the Premises any toxic, hazardous, flammable, combustible or explosive fluid, chemical or substance other than as reasonably necessary for JeffCom's permitted uses of the Premises in accordance with this Section. The Premises is smoke, drug and alcohol -free. 16. DEFAULT AND REMEDIES: JeffCom shall be in default of this License and Use Agreement on the occurrence of any of the following: A. Failure to pay the License Fee and Cost Reimbursement scheduled payment or other expenses when due; B. Failure to comply with any law, regulation, policy, or order of any lawful governmental authority; C. Failure to comply with any other provision of this License and Use Agreement; D. Its vacation or surrender of the Premises prematurely, i.e., before the License and Use Agreement expires or in any manner not consistent with this License and Use Agreement A default shall become an event of default ( "Event of Default ") if JeffCom fails to cure the default within the applicable cure period after Jefferson County provides JeffCom with written notice of default, which specifies the nature of the default. For failure to pay the License Fee, Cost Reimbursement or other monetary defaults, the cure period shall be ten (10) working days. For other defaults, the cure period shall be fifteen (15) working days. Upon an Event of Default, Jefferson County may terminate this License and Use Agreement and remove JeffCom by summary proceedings or otherwise. Upon an Event of Default, Jefferson County may also, without terminating this License and Use Agreement, reassign the Premises to a County department or license it to a different entity, firm or person on any terms and conditions as Jefferson County in its sole discretion may decide are appropriate and obtain from JeffCom any difference between the compensation obtained from that other entity, firm or person and the applicable License Fee and Cost Reimbursement that JeffCom would otherwise owe. Jefferson County may at any time after reassigning elect to terminate this License and Use Agreement for the previous Event of Default. 17. NOTICE: Wherever in this License and Use Agreement written notices are to be given or made, they will be sent by United States mail to the address listed below unless a different address shall be designated in writing and delivered to the other party. JEFFERSON COUNTY: Jefferson County Administrator Jefferson County Courthouse P.O. Box 1220 Port Townsend, WA 98368 JEFFCOM: Director JeffCom 81 Elkins Road Port Townsend, WA 98339 Port Hadlock License and Use Agreement for JeffCom Page 9 of 16 18. ACCESS AND COUNTY'S RIGHT OF ENTRY: County reserves and shall at any and all reasonable times have the right to enter the Premises, inspect the same, show the Premises to prospective purchasers or assignees, or effect any custodial duties, maintenance or repair of the Premises required; provided, however, that the business of JeffCom shall not be unreasonably interfered with. For each of the aforesaid purposes, County shall at all times have and retain access (physical and /or electronic) with which to unlock all the doors, in, upon and about the Premises, excluding JeffCom's safes and files. The County shall also have the right to use any and all means which County may deem proper to open said doors in an emergency, in order to obtain entry to the Premises, without liability to JeffCom except for any failure to exercise due care for JeffCom's property. In addition, County shall have the right at any and all reasonable times to enter the Premises to perform any act with regard thereto that County, in its sole and absolute judgment and discretion, deems necessary to assure compliance with applicable laws. Any entry of the Premises by County by any of said means or otherwise shall not, under any circumstances, be construed or deemed to be force able or unlawful entry into, or a detainer of, the Premises, or an eviction of JeffCom from the Premises or any portion thereof provided said entry relates to emergency purposes as aforesaid. County shall be responsible for issuing keys (physical or electronic) to JeffCom and its officers and employees, and said keys or all copies thereof shall remain the property of Jefferson County. Upon the expiration or termination of this License and Use Agreement or JeffCom's vacation of Premises, JeffCom shall turn in to the County all such copies or keys to the Premises. When a JeffCom employee or officer leaves JeffCom, JeffCom shall first collect and return to the County all keys to the Premises in said employee's or officer's possession. JeffCom shall promptly report to the County any lost or stolen keys. 19. VACATION OF PREMISES; HOLDING OVER: Upon expiration or termination of the License and Use Agreement, JeffCom shall promptly vacate the Premises on or before the day the License and Use Agreement expires. If JeffCom holds over (continues to occupy the Premises) past the expiration or earlier termination of the License and Use Agreement without the express written consent of County, which consent may be granted or withheld by County in its sole and absolute judgment and discretion, then JeffCom shall be a Licensee at sufferance only and otherwise subject to the terms, covenants and conditions herein specified insofar as applicable, except that the License Fee shall be ONE HUNDRED TWENTY -FIVE PERCENT (125°/x) of the License Fee in effect on the date of such expiration or termination. Said increased License Fee and Cost Reimbursement, both pro -rated on a monthly basis, shall be payable once a month on or before the 10'h of the month for which payment is being made. Acceptance by County of a License Fee and Cost Reimbursement after the expiration of the License and Use Agreement or earlier termination thereof shall not result in a renewal of this License and Use Agreement. The foregoing provisions of this Section are in addition to and do not affect County's right of re -entry or any other rights of County hereunder or as otherwise provided by law. JeffCom hereby indemnifies and agrees to hold harmless County from all loss, injury or liability arising from JeffCom's failure to surrender the Premises upon the expiration or termination of this License and Use Agreement. Port Hadlock License and Use Agreement for JeffCom Page 10 of 16 20. BINDING ON HEIRS, SUCCESSORS AND ASSIGNS: The covenants and agreements of this License and Use Agreement shall be binding upon the heirs, executors, administrators, and successors and assigns of both parties hereto, except as herein above provided. 21. DISPUTE RESOLUTION: Each party agrees to aid and assist the other in good faith in accomplishing the objectives of this License and Use Agreement. Should a dispute arise regarding the terms and conditions of this License and Use Agreement, the parties agree to the following Dispute Resolution process: A. The first step of the resolution process will be triggered by written description of the dispute, generated by the aggrieved party, which also specifically invokes this Dispute Resolution section of the License and Use Agreement. B. The second step of the resolution process will be to refer the issue for resolution by conference between the County Administrator and the JeffCom Director. If the dispute is not resolved within sixty (60) days of receiving the written description described in step A., above, either party may refer the dispute for resolution by step C., below. C. The third step of the resolution process will be to refer the issue for resolution by conference between the Chair of the Board of County Commissioners and the Chair of the JeffCom Administrative Board. D. If the third step of the resolution process fails to resolve the issue(s) in dispute, then the fourth step of the resolution process will be by Mediation by a professional mediator selected by mutual agreement of both parties. Mediation must be concluded within sixty (60) days of initiation, unless extended by mutual agreement of the parties. E. For matters restricted to either party's financial obligations under this License and Use Agreement, if the fourth step of the resolution process fails to resolve the issue(s) in dispute, then by mutual agreement, the fifth step of the resolution process will be by arbitration - -at either party's demand -- before a single arbitrator chosen mutually by the parties and paid equally by the parties. If the parties cannot agree upon an arbitrator, the parties agree to submit the matter to the American Arbitration Association or any other recognized arbitration group such as JAMS or WAMS, which shall be asked for a list of arbitrators. The parties can then choose an arbitrator from such list by alternately striking names, with the first strike determined by the flip of a coin. The arbitrator shall have no authority to amend, modify, nullify, ignore, add to, or subtract from the provisions of this License and Use Agreement and shall hold a hearing so that both parties may present their respective cases. The decision of the arbitrator shall be rendered within thirty (30) business days after the close of the hearing. F. If within thirty (30) days of the conclusion of the preceding step of the dispute resolution process, such step fails to resolve the dispute, either party may initiate court litigation, with the venue being Jefferson County Superior Court Throughout any Dispute Resolution Process the parties will be responsible for their own costs and will split the cost of mediation and/or arbitration, 50150. Port Hadlock License and Use Agreement for JefJCom Page 11 of 16 22. COSTS AND ATTORNEYS FEES: If, by reason of any default or breach on the part of either party in the performance of any of the provisions of this License and Use Agreement, a legal action is instituted, each party will be responsible for their own costs and attorney fees in connection therewith, unless otherwise agreed by JeffCom and Jefferson County. 23. LEGAL REVIEW: Legal counsel for each of the parties to this License and Use Agreement have reviewed this License and Use Agreement and therefore neither party will be charged with having written or drafted this License and Use Agreement should a dispute arise regarding the terms and conditions found herein. 24. GOVERNING LAW; VENUE: This License and Use Agreement shall be governed by and construed in accordance with the laws of the state of Washington. County and JeffCom agree that venue of any legal action between the parties relating to the License and Use Agreement shall be in Jefferson County Superior Court, Washington. 25. RECORDING: The County shall record this License and Use Agreement and all subsequent amendments, if any, with the Jefferson County Auditor. Except as may be otherwise required by law, neither Party may subsequently record this License and Use Agreement, subsequent amendments, nor any memorandum hereof, without the prior written consent of the other party. 26. AUTHORIZED SIGNATURES: This License and Use Agreement requires the signature of all parties and shall become effective as of the date of the last signature below. The person or persons who execute this License and Use Agreement on behalf of their respective party warrant that they have the authority to bind their respective party to the terms and obligations of this License and Use Agreement. 27. SEVERABILITY: Any provision of this License and Use Agreement which proves to be invalid, void, or illegal shall in no way affect, impair, or invalidate any other provision hereof, and such other provisions shall remain in full force and effect. 28. 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 Agreement shall prevail in the event of any conflict of terms or operation between the Interlocal Agreement and this Agreement. B. The Parties are subject to the 'Port Hadlock Tower License" (the "Tower License ") which has an effective date of November 24, 2014. In the event of a conflict between the Tower License and this Agreement, the Tower License shall prevail. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR THEREIN it is the express understanding of the Parties that the respective License Fee and Cost Reimbursement provisions in this Agreement and the License Fee provisions in the Tower License shall both remain effective until the expiration or termination of each respective agreement. Further, no breach or default of any term Port Hadlock License and Use Agreement for JeffCom Page 12 of 16 contained in the Tower License may be construed as a breach or default of this Agreement. Port Hadlock License and Use Agreement for JeflLom Page 13 of 16 29. ENTIRE AGREEMENT: This License and Use Agreement, including its exhibits and addenda, if any, contains the entire agreement of the parties. APPROVED AND ADOPTED this day of JEFFCOM 2bq !S eborah Stin n, Chair date APPROVED AS TO FORM: .l eph Quinn, date o unsel to JeffCom 2015. JEFFERSON COUNTY BOARD OF COMMISSIONERS David W. Sullivan, Chair date Phil Johnson, Member date Kathleen Kler, , Member ATTEST: Carolyn Avery Deputy Clerk of the Board APPROVED AS TO FORM: Pon Hadlock License and Use Agreement for JeffCom Page 14 of 16 date date taT W date EXHIBIT A AREAS OF FEMA DURABLE INTEREST Rooms and spaces within the shaded area below comprise 3,170 square feet where the Federal Emergency Management Agency (FEMA) retains durable interest and which shall be available for the immediate and complete conversion as needed to augment the County's Emergency Operations Center upon activation. i - _.____._— ______ a i HATCHED AREA INDICATES BOUNDARY OF E.O.C. TOTAL AREA: 3,170 GSF`x'� i ql / j,s /• FLOOR PLAN @ REMODEL �AREA OF EXIST BUILDING zoo JEFFERSON COUNTY EOC /DISPATCH REMODEL Port Hadlock License and Use Agreement for JeflCDm Page 15 of 16 FACILTY SCHEMATIC DIAGRAM F t EXHIBIT B e' Pon Hadlock License and Use Agreement for JeffCom Page 16 of 16