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HomeMy WebLinkAboutKIRO-TV - 062111JEFFCOM 9-1-1 TOWER SITE LICENSE MA YNARD PEAK TOWER SITE KIRO-TV, Inc. THIS LICENSE ("Agreement"), made and entered into this 1st day of January, 2011 ("Effective Date"), by and between JeffCom 9-1-1, a separate department of Jefferson County Municipal Government, hereinafter called ("Licensor") whose address is 81 Elkins Road, Port Hadlock, WA, 98339, and whose interest in the Premises hereinafter described is that of lessee, with right to sublet, and KIRO-TV, Inc., a Delaware corporation, hereinafter called ("Licensee"). BACKGROUND WHEREAS, KIRO, Inc. is currently occupying the premises on a month-to-month basis which is generally based on an expired agreement dated April ' 1, 1998. Upon frill execution of this Agreement and satisfaction of all monetary requirements, any and all pre-existing agreements, written or oral are hereby terminated and nullified in accordance with Section 26 below; and WHEREAS, the Licensor is the lessee of the Premises as defined below, located on certain real property in unincorporated Jefferson County, Washington (the "Property" as defined below); and WHEREAS, the Premises are located on the Property which is land owned by Washington State Department of Natural Resources ("DNR") and leased to Licensor for the purposes of using and constructing the Premises pursuant to that certain Communication Site Land Lease Agreement No. 52-083923, executed by Licensor and DNR on January 9, 2009 (the "Prime Lease"); and WHEREAS, this Agreement between Licensor and Licensee is subordinate to the Prime Lease and all provisions or modifications, amendments of the Prime Lease which are now or in the future are and shall be binding upon Licensee; and WHEREAS, Licensee desires to utilize certain portions of the Premises on the terms herein set forth and to operate and maintain certain equipment hereinafter described. NOW, THEREFORE, the parties, intending to be legally bound hereby and in consideration of the terms, provisions and covenants bargained for, exchanged and herein contained, agree as follows: DEFINITIONS As used in this Agreement, the following words have the meanings herein specified, unless otherwise specifically provided: (a). "Premises" means certain improvements located at the "Property," specifically Licensor's Radio Tower and Equipment Buildings, fences, rooms, area(s) or enclosure(s) at the KIRO_JeffCom 9-1-1 Page 1 Maynard Peak Radio Tower Site and Equipment Building as described by Exhibit B — Leased Premises, attached hereto and designated by Licensor for the housing of Licensee's equipment in common with Licensor's and other tenant's equipment. (b). "Facilities" means Licensee's entire installation, including Licensee's communications equipment, cabling, and supporting and connecting equipment installed at the Premises and all electrical and phone lines serving same as described by Exhibit C — Licensed Facilities attached hereto. (c). "Interference" with a radio existing which constitutes "interference" recommended practices of the Western (WWCIC) Engineering Standard #-6 Rev. Devices and FM Broadcasting as well Communications Commission (FCC). frequency operation activity means a condition within the meaning of the provisions of the Washington Cooperative Interference Committee C (02-97) for Radio Transmitting and Receiving as the rules and regulations of the Federal (d) "Property" is defined as certain real property within Jefferson County, Washington known as Assessor's Parcel Number 902103001 and also known as State of Washington Department of National Resources Maynard Peak Radio Site located at 4303 Casselary Road as per Exhibit A — Legal Description and Survey Plat, Maynard Peak Communication Site attached hereto. (e). "Tenant" or "other Licensee" means any licensee or broadcaster now or hereafter on the Premises (other than Licensee) and will include Licensor. (f). "Access" refers to any roadway, path or surface used for ingress or egress to or within the Premises. SECTION 1: TERM Subject to the term and renewal terms) of the Prime Lease, and in accordance with Licensor's successful renewal and extension of the Prime Lease the initial term of this Agreement shall be for a period of three (3) years commencing on the Effective Date, and terminating at midnight on the date which is three (3) years following the Effective Date. This Agreement shall automatically renew for five (5) additional and successive terms of three (3) years each on the same terms and conditions provided herein, unless Licensee provides Licensor with written notice of its intention to terminate this Agreement at least ninety (90) days prior to the expiration date of this Agreement's initial term or any applicable renewal term (each, a "Termination Notice"). In no event shall the term of this Agreement extend past any date when the Prime Lease with Licensor expires. NOTWITHSTANDING ANYTHING HEREIN to the contrary, unless and until Licensee shall deliver the Termination Notice to Licensor, Licensor shall (i) use good faith efforts to renew the Prime Lease as necessary to accommodate Licensee's continued use and occupancy of the Premises in accordance with the terms hereof for the duration of the initial term and each renewal term, as applicable, and (ii) negotiate in good faith any and all amendments to the Prime Lease such that no adverse effect to Licensee's rights and obligations under this Agreement shall occur as a result thereof. FURTHER NOTWITHSTANDING THE FOREGOING, commencing at the end of the first term, if applicable, and continuing throughout the remainder of the term(s) of this Agreement, Licensor shall have the right to terminate this Agreement effective as of the end of such first renewal term (which date is six (6) years following the Effective Date) or any subsequent renewal term, as KIRO_JeffCom 9-1-1 Page 2 applicable, such right to be exercisable by Licensor by delivery of written notice thereof no later than ninety (90) days prior to the expiration of the applicable renewal term. SECTION 2: LICENSE FEES The license fees (the "License Fees") for the initial term and renewal term(s), as applicable, of this Agreement shall be as described on Exhibit D — License Fees attached hereto and incorporated herein by this reference. As shown on Exhibit D, the cost of License Fees will increase each year by 3% above the License Fee payable for the previous year. License Fees shall be payable on or before January 1" of each license year, in advance, payable to Licensor. The License Fee for any partial year shall be prorated. Except as otherwise provided in Section 4 below or elsewhere in this Agreement, any changes, modifications or alterations to Licensee's Facilities at the Premises must be approved in advance and in writing by Licensor, which approval shall not be unreasonably withheld or delayed. NOTWITHSTANDING ANYTHING TO THE CONTRARY, Licensee shall reimburse or pay directly any and all personal property taxes, assessments or fees assessed by or owed to DNR or any governmental agency, taxing agency, or utility services for Licensee's use of the Premises, to the extent that such taxes, fee or other charges are directly attributable to the Licensee's use (or equitable proration thereof) of the Premises. Where required by the applicable governmental agency or utility, payment(s) shall be paid in full, annually. SECTION 3: LICENSE AND ACCESS Licensor, for the term of this Agreement and subject to the terms and conditions of this Agreement, grants to Licensee, and Licensee hereby accepts, the non-exclusive right and license to install, operate and maintain Licensee's Facilities upon and within the Premises and the Property. At all times during the terns of this Agreement, Licensee shall have the right of access to its Facilities installed hereunder 24 hours per day 365 days per year at no additional charge. Two sets of keys shall be provided to Licensee. Licensor will make a good faith effort to provide new keys as they are required but assumes no liability for access which might be delayed by lock changes as a result of DNR or Licensor actions, provided, the foregoing shall in no event limit Licensor's obligation to ensure Licensee's quiet enjoyment of the Premises pursuant to Section 25 below. Subject to the terms and conditions of the Prime Lease, as partial consideration for License Fees paid under this Agreement, Licensor hereby grants Licensee easements on and across the Property upon which the Premises are situated for (i) pedestrian and vehicular ingress and egress, (ii) utilities and access to the Premises adequate to install and maintain utilities, including, but not limited to, the installation of power and telephone service cable, and (iii) Licensee's maintenance of the Facilities at all times during the initial term of this Agreement and any renewal term (collectively, the "Easements"). The Easements provided hereunder shall have the same term as this Agreement. Only those employees, engineers, service technicians, contractors, subcontractors, agents, or persons under their direct supervision and control whom Licensee shall have designated to Licensor in writing as Licensee's authorized personnel shall be permitted by Licensor to enter the Premises. All work performed by or for Licensee within the Premises shall be performed at Licensee's expense by authorized personnel. Title to all Facilities shall be held by Licensee. All Facilities shall remain Licensee's personal property and are not fixtures. Licensee has the right to KIRO_JeffCom 9-1-1 Page 3 remove all Facilities at its sole expense on or before the expiration or earlier termination of this Agreement; provided that Licensee repairs any damage to the Premises caused by such removal. Licensor reserves the right to escort Licensee's authorized personnel at its sole discretion, at any time Licensee's authorized personnel access the Premises. Licensor shall have the right to charge Licensee for its actual, out-of-pocket costs incurred in conjunction with providing such escort, provided in no event shall such charge exceed two hundred dollars ($200.00) per site visit. Licensee agrees that Licensor shall have no responsibility or liability for the conduct or safety of any of Licensee's representatives, or repair, maintenance or engineering personnel, while on any part of the Premises except as otherwise provided herein. SECTION 4: TECHNICAL STANDARDS Licensor, or its designated representative, shall have the right throughout the term of this Agreement to: (a). require Licensee to install, operate and maintain Licensee's Facilities in a manner consistent with Exhibit E -- Licensor's Site Installation and Operating Practices ("SIOP"), as attached hereto and made a part hereof. Licensor reserves the right to make reasonable revisions to its SIOP from time to time to ensure safe, interference -free and low maintenance operation by Licensor, Licensee and other licensees on the Premises (a copy of each of such revisions to the SIOP shall be provided to Licensee in advance); provided that such revisions do not: (i) adversely and materially affect Licensee's permitted use under this Agreement; (ii) adversely and materially interfere with Licensee's continuous operations; (iii) adversely and materially interfere with Licensee's twenty-four (24) hours per day, 365 days per year access to the Premises or the Property; (iv) conflict with any express terms of this Agreement; or (v) adversely and materially increase Licensee's financial obligations under this Agreement. (b). approve the size, type and quality of the Facilities, including any and all repairs and electrical connections thereto; however, Licensee may replace its existing Facilities at any time with identical or substantially identical (in dimension as well as specification) equipment; (c). require Licensee, at Licensee's expense, to take all action reasonably necessary to test and cooperate to eliminate objectionable interference which is reasonably suspected to be caused or caused directly by Licensee's Facilities in accordance with Section 10 below; (d). require Licensee to temporarily cease operation or reduce power as may be required to conduct tests, perform tower work or make emergency repairs upon at least five (5) business days prior notice to Licensee, provided Licensor shall use good faith efforts to minimize the duration of any such requirement for Licensee to cease operation or reduce power; and (e). Except as to Licensee's cabinet and cabling within the Shelter, Licensee shall upon request from Licensor, relocate any of the Facilities upon the Premises to another location, at Licensor's sole cost and expense, within ninety (90) calendar days of notification if Licensor deems such relocation necessary or appropriate to accommodate the equipment of Licensor, other Licensee's or Tenants or if such relocation is KIRO_JeffCom 9-1-1 Page 4 necessitated due to work contemplated to be undertaken upon the Premises by Licensor, provided that any such relocation shall neither materially impair the quality of communications service or operations provided from the Facilities nor materially increase Licensee's operating costs at the Premises. Licensee agrees that all of the Facilities to be installed upon the Premises and the Property will be in accordance with Exhibit C provided, however, Licensee may elect to install the Facilities constituting less than the fiull extent of its approved Facilities as set forth on Exhibit C. Licensee shall install and operate its Facilities in compliance with all applicable state, local requirements and fire and electrical codes. Licensee shall operate its Facilities in compliance with the riles and regulations of the Federal Communications Commission (FCC), as per Exhibit E and in accordance to the Prime Lease. Licensee shall provide Licensor, with a system diagram of Licensee's Facilities located at the Premises depicting the location of all of the Facilities prior to the execution of this Agreement and shall be Attachment 1 — Licensee Facility Diagram and incorporated herein. Any and all changes to Licensee's Facilities shall require an updated system diagram and shall become an amended Attachment to this agreement upon acceptance by the parties. Licensee shall not add or change equipment or in any other way modify their Facilities without the prior written consent of Licensor, which consent shall not be unreasonably withheld or delayed. NOTWITHSTANDING THE FOREGOING, Licensee may replace and upgrade its existing Facilities at any time with identical or substantially similar (in dimension) equipment or make non -material alterations to the Facilities without the consent of, but with reasonable written notice to Licensor. Non -material alterations include, by way of example and not of limitation, changing out the Facilities to provide additional services or technologically advanced equipment. A material alteration does not include additions to, replacements, upgrades or alterations of the Facilities that are minor in nature; and (a) within the confines of the Premises; and (b) to the extent physically attached to the Premises, if the resulting physical addition, replacement, upgraded or altered Facilities are of substantially the same or lesser size, weight, wind and structural loading as the Facilities that were present prior to the addition, replacement, upgrade or alteration. All additions, replacements, upgrades, material and non -material alterations remain subject to all other provisions of this Agreement, including use and interference. SECTION 5: ELECTRICAL POWER During the term of this Agreement, Licensor will provide Licensee with commercial electrical power supplied by a commercial utility company to operate its Facilities installed hereunder. Licensor agrees to sign any documents or easements as may be required by utility companies to provide electrical service to the Premises, including the grant to Licensee or to the servicing utility company of an easement (at no additional cost to Licensee, except for any and all direct costs from the utility companies associated with providing Licensee service) in, over, across or through the Property as required by such servicing utility company to provide utility services as provided herein. Standby emergency generator power will be provided by Licensor if and when an emergency generator is installed and provided at the time(s) of emergency use, sufficient generator capacity remains after Licensor's emergency power requirements have been satisfied. KIRO_JeffCom 9-1-1 Page S Licensee and Licensor understand and agree that the furnishing of commercial electrical power and standby emergency generator power hereunder is solely a matter of convenience for Licensee and charges related thereto are based on a sub -meter measurement by a commercially available sub -meter which shall be installed by Licensor at the sole cost of Licensee and: (a) upon an annual estimation of the power usage of the Licensee by the Licensor for providing such power, Licensor shall invoice Licensee for a reasonable estimated annual amount of power, and (b) Licensee shall within thirty (30) days of receipt remit the full amount of such estimated annual power use to Licensor, and (c) upon each anniversary, Licensor shall reconcile total actual use and prior year estimated use and add or subtract the difference for the next estimated annual power use by Licensor. Licensor is in no way responsible for the provision of electrical power to Licensee and Licensee acknowledges that it is the responsibility of Licensee to protect any sensitive communications equipment from utility service interruptions. The parties understand and agree that Licensor shall not be liable in any way for any claim for damages or loss for failure of power supplied by a utility company or for the failure of Licensor's standby emergency power system at the Premises. NOTWITHSTANDING THE FOREGOING, in the event of an interruption in utility services to the Premises which is caused by or attributable to the negligence or intentional misconduct of Licensor, which interruption continues for a period of ten (10) consecutive business days or longer and renders all or any portion of the Premises unusable for the normal conduct of Licensee's business, then all fees, if any, payable hereunder with respect to such portion of the Premises which Licensee does not occupy shall be automatically abated from and after the eleventh (1 lth) consecutive business day and continuing until full use of such portion of the Premises is restored to Licensee, and in the event that any interruption in utility services to the Premises, which is caused by or attributable to the negligence or intentional misconduct of Licensor continues for a period of thirty (30) days or longer, Licensee shall have the right to terminate this License, such termination to be effective upon Licensee's delivery of written notice thereof to Licensor. SECTION 6: INSPECTION Licensee shall notify Licensor upon completion of any installation and shall afford Licensor the opportunity to inspect the installation. Licensor's supervision and inspection of such installation shall not be construed in any way as approval by Licensor of the adequacy or safety of the installation or a waiver of any of Licensor's rights hereunder; and Licensee shall be solely responsible for the adequacy and safety of the installation and compliance with all electrical, fire and Building Codes and operation of its Facilities. Licensee shall pay to Licensor the reasonable cost of repairing any damage to the Premises caused by such installation within thirty (30) days after Licensee's receipt of written demand from Licensor. Licensor shall have the right to inspect Licensee's Facilities at any time during the term of this Agreement to ensure compliance with the terms and conditions herein; however, Licensor shall provide Licensee with not less than forty-eight (48) hours prior written notice of any inspection of the installation and Licensee shall be permitted to accompany Licensor during any such inspection. Licensee acknowledges that Licensor's technical staff will be inspecting the Premises on at least an annual basis and will, in all likelihood, conduct regular inspections of Licensee's Facilities at the same time. If a problem with Licensee's Facilities is discovered during these inspections, Licensor will notify Licensee of the problem and establish a mutual date when the parties can conduct a joint inspection visit to the Premises to repair the problem identified. For the purpose of this clause, notice shall be in writing and delivered pursuant to Section 19 below. KIRO_JeffCom 9-1-1 Page 6 SECTION 7: LAWFUL CONDUCT Licensee represents and warrants during the term of this Agreement that it has frill power and authority from the Federal Communications Commission (or any other local, state or federal agency having jurisdiction) to operate and maintain its Facilities in the manner contemplated under this Agreement. Licensee's operation of its Facilities shall at all times be in fill compliance with all applicable laws, regulations and legally required guidelines. Licensee agrees to use the Facilities only for the purposes contemplated herein, which is essentially maintaining and operating the Facilities for receipt and transmission of wireless commercial television communications signals in accordance with this Agreement. Licensee shall not carry on or permit any illegal or immoral practice or business on or in the Premises. Licensor agrees to keep the Premises in conformance with all applicable, laws, riles and regulations and agrees to reasonably cooperate with Licensee regarding any compliance required of Licensee in respect to its use of the Premises. Licensor will maintain the Premises, in good condition, reasonable wear and tear excepted. It is understood and agreed that Licensee's ability to use the Premises is contingent upon its obtaining after the execution date of this Agreement all of the certificates, permits and other approvals (collectively the "Governmental Approvals") that may be required by any federal, state or local authorities. Licensor shall reasonably cooperate with Licensee in its effort to obtain such approvals and shall take no action which would adversely affect the status of the Premises with respect to the proposed use by Licensee. In the event that (i) any of such applications for such Governmental Approvals should be finally rejected; (ii) any Governmental Approval issued to Licensee is canceled, expires, lapses, or is otherwise withdrawn or terminated by governmental authority; (iii) Licensor should fail to hold or maintain title or other legal interest adequate to allow Licensor's grant of a license in the Premises; Licensee shall have the right to terminate this Agreement immediately. Notice of the Licensee's exercise of its right to terminate shall be given to Licensor in writing and in accordance with the requirements of Section 19 of this Agreement. Upon such termination, this Agreement shall become null and void and Licensor and Licensee shall have no further obligations, including the payment of money, to each other, except as required in Sections 21 and 25 of this Agreement. SECTION 8: ASSIGNMENT Licensee's interest hereunder shall not be sold, conveyed, mortgaged, encumbered, assigned or otherwise transferred without prior written approval of Licensor, which approval shall not be unreasonably withheld. Notwithstanding the foregoing, this Agreement may be assigned, or transferred by Licensee with notice to but without consent of Licensor, on condition that the transfer is to Licensee's principal, affiliates, subsidiaries of its principal; to any entity in which Licensee directly or indirectly holds an equity or similar interest; to any entity which directly or indirectly holds an equity or similar interest in Licensee; to any entity directly or indirectly under common control with Licensee; to any entity which acquires all or substantially all of Licensee's equity interest or assets in the market defined by the FCC in which the Property is located by reason of a merger, acquisition or other business reorganization. This Agreement is binding upon Licensor and Licensee and their respective heirs for the duration of this Agreement. KIRO_Jeffcom 9-1-1 Page 7 SECTION 9: SUBLET Except as otherwise provided in Section 8 above, Licensee may NOT sublet, or in any manner, allow any other party to use or occupy any portion of Licensor's Premises without prior written approval of Licensor, which shall not be unreasonably withheld or delayed. SECTION 10: HARMFUL INTERFERENCE Except as otherwise set forth in this Section 10, Licensee understands and agrees that the operation of its Facilities and its associated frequency signals may not at any time interfere with Licensor's radio or wireless communications frequency operations. Licensee agrees that Licensee's Facilities and hardware related thereto, and the maintenance, operation, repair and/or removal thereof, will in no way cause damage to the electrical, HVAC, generator or other systems servicing the Premises, or cause interference with the use by any tenants of the Premises or interfere with the operation of communications devices of Licensor or any such tenants. If such damage or interference shall occur, Licensee shall suspend operation of the Facilities within forty-eight (48) hours after receipt of such notice in writing or by means of electronically transmitted notice and promptly correct the damage or interference in question except for intermittent testing until such time as the interference is remedied. If, after thirty (30) days after Licensee's receipt of written notice from Licensor, Licensee is unable to cure the interference Licensee shall remove that portion of the Facilities which caused the interference or, at its option, terminate this Agreement without further obligation on either party. The parties acknowledge that Licensor may enter into licenses with other tenants or Licensees for the purpose of transmitting and receiving radio frequency signals. Licensor will include non-interference clauses in licenses with all other tenants that prohibit interference to Licensee. In the event there is any interference with the use of the Premises by Licensee or if Licensee's Facilities are rendered unusable in whole or substantial part due to harmful interference, Licensee shall promptly give written notice of such to Licensor, and Licensor shall cause such tenant or licensee to immediately take all commercially reasonable steps to eliminate the interference including, if required, cutting off power to the objectionable equipment of the tenant or licensee. If the tenant or licensee cannot immediately eliminate the interference, Licensor will remove or cease operation of the objectionable equipment. If uncorrected after thirty (30) calendar days from the date of Licensee's notice of interference, Licensee shall have the right to declare this Agreement, and all obligations hereunder, terminated. SECTION 11: LIENS Licensee shall not permit any lien to be imposed upon the Premises of Licensor or the Property as a result of work done by or on behalf of Licensee. Within thirty (30) days after written notice of the filing thereof, Licensee shall cause any such lien to be discharged of record by payment, deposit, bond, or order of a court of competent jurisdiction or otherwise. Licensee shall indemnify and hold Licensor and DNR harmless against any and all expenses in connection with any such lien to the extent such lien arises by, through, or under Licensee. KIRO_JeffCom 9-1-1 Page 8 SECTION 12: ADDITIONAL SPACE This Agreement in no way implies that Licensor will build, furnish or provide Licensee with any additional building or tower space beyond what is agreed to herein. However, Licensor will make every reasonable effort to provide whatever space and facilities may required for future expansion of Licensee's requirements. Such expansion will require negotiation and additional License Fees between the parties. SECTION 13: INSURANCE NOTWITHSTANDING anything to the contrary within this Section 13, the County shall have the right, at its sole determination, to require Licensee to increase the amounts or terms of insurance to commercially reasonable levels upon ninety (90) days prior written notice prior to the beginning of any new term or renewal term. The parties acknowledge that Licensee is insured at Licensee's own cost and expense. Throughout the term of the License, Licensee shall provide and maintain commercial general liability insurance covering all of Licensee's or any subcontractor of Licensee's operations on an occurrence basis against claims for bodily injury, personal injury, advertising injury and property damage. Such insurance shall have the following minimum limits: • $2,000,000 General Aggregate • $2,000,000 Products/Completed Operations Aggregate • $1,000,000 Each Occurrence Limit • $500,000 Fire Damage, per Fire Licensee shall also provide and maintain Workers Compensation insurance (in not less than the minimum statutory amounts) covering all persons working under this Agreement as required by the State of Washington. To the extent that Licensee may be partially self insured, or has a deductible under its insurance policy, Licensee agrees to be responsible for said amount. Before Licensee occupies the Premises, and at each policy renewal thereafter, Licensee shall provide Licensor with a certificate of insurance which demonstrates these required insurance limits and coverages. The Licensee also agrees as follows: • To provide at least 30 days notice to the Licensor of policy termination or cancellation • That the policies provided by the Licensee to comply with this Section shall be and are "primary and non-contributory" to any other coverage which Licensor may carry for claims arising out of Licensee's operations. Licensee's contractors who desire to perform any work at the Premises shall carry commercial general liability insurance with minimum limits, requirements and coverages as set forth above and name Licensor as an additional insured, and shall provide Licensor with a certificate of such coverages prior to commencing work at the Premises. KIRO_JeffCom 9-1-1 Page 9 SECTION 14: RECONSTRUCTION Licensor shall, at its own expense, maintain fire and liability insurance upon its Premises. In the event that the Premises are damaged or destroyed to such an extent as to render the Premises unusable in whole or substantial part, Licensor may terminate this Agreement as of the date of such occurrence or rebuild or repair the Premises at its sole discretion. Licensor shall give Licensee written notice of its election to reconstruct within forty-five (45) days of the occurrence of damage. If Licensor provides Licensee with notice of its election to rebuild or repair the Premises in a timely manner pursuant to this Section, and undertakes and completes the reconstruction within one hundred eighty (180) days of the occurrence of damage, then Licensee shall be bound by this Agreement. License Fees and electrical power charges shall be abated for the time necessary to rebuild or repair; provided, that if damage is due to the fault or neglect of Licensee, there shall be no such abatement. If Licensor fails to give any notice of election within forty-five (45) days of the occurrence of the damage or fails to repair the Premises within the ninety (90) day restoration period, Licensee shall have the right to declare this Agreement, and all obligations hereunder, terminated. Licensee shall not be entitled to any compensation or damages from Licensor for loss of the use of the whole or any part of the Premises licensed herein, Licensee's Facilities or property or any inconvenience occasioned by such damage, repair, reconstruction or restoration. SECTION 1S: BREACH OR DEFAULT BY LICENSEE Each of the following events shall constitute a breach or default of this Agreement by Licensee: (a). If Licensee shall fail to pay any installment of the License Fees when due, and such failure shall continue for a period of at least fifteen (15) days following Licensee's receipt of written notice from Licensor that such installment was not paid when due. (b). If Licensee shall fail to perform or comply with any of the terms, covenants or conditions of this Agreement, and if the non-performance shall continue for a period of thirty (30) calendar days after Licensee's receipt of written notice thereof from Licensor, or, if the performance cannot be reasonably completed within thirty (30) calendar days, Licensee shall not in good faith have commenced performance within the thirty (30) calendar day period. (c). If Licensee shall vacate or abandon the space Licensed hereunder. SECTION 16: LICENSOR'S REMEDIES FOR BREACH OR DEFAULT BY LICENSEE In the event of default or breach, Licensor shall have the following rights: (a). Licensor shall have the right to cancel or terminate this Agreement by giving ninety (90) calendar days written notice to Licensee. KIRO_JeffCom 9-1-1 Page 10 (b). Licensor may elect, but shall not be obligated, to make any payment_ required of Licensee herein or comply with any term, covenant or condition required hereunder to be performed by Licensee. (c). Licensor may reenter the space licensed to Licensee and treat this Agreement as subsisting and recover from Licensee all License Fees due under this Agreement as of the date of such reentry. Licensor may relicense the space licensed to Licensee. (d). The remedies given to Licensor shall be cumulative, and the exercise of one right or remedy by Licensor shall not impair its right to exercise any other right or remedy. SECTION 17: BREACH OR DEFAULT BY LICENSOR The occurrence of any one or more of the following events constitutes an "Event of a Licensor Default" under this Agreement: (a) breach of any material representation set forth in this Agreement; or ( b) if Licensor fails to perform or observe any other material term of this Agreement and the failure continues beyond the period of time specified elsewhere in this Agreement for cure following Licensor's receipt of written notice from Licensee or, if no period of time is specified for cure elsewhere in this Agreement, if the failure continues for more than thirty (30) days after Licensor's receipt of written notice from Licensee; except the 30 -day -cure period will be extended as reasonably necessary to permit Licensor to complete cure so long as Licensor commences cure within the 30 -day -cure period and continuously and diligently pursues and completes the cure. SECTION 18: LICENSEE'S REMEDIES FOR BREACH OR DEFAULT BY LICENSOR If an Event of a Licensor Default occurs, Licensee upon giving written notice or demand expressly required by this Agreement and applicable law, may, but is not required to: (a) terminate the Agreement without further liability, in which event Licensee will surrender the Premises to Licensor within ninety (90) days after Licensee's delivery of written notice of termination to Licensor; and/or (b) Licensee may pursue any other rights and remedies available at law or in equity but subject to the limitations in this Agreement. KIRO_JeffCom 9-1-1 Page 11 SECTION 19: NOTICES All notices other communications shall be in writing and shall be deemed given if delivered or forwarded by certified mail, proper postage prepaid, to the following: If to Licensor: JeffCom 911 Attn/ Director 81 Elkins Road Port Hadlock, WA 98339 If to Licensee: KIRO-TV, Inc. Attn/ Patrick Otis, Chief Engineer 2807..) Avenue Seattle, WA 98121 Federal Tax ID #: 20-3564121 With a copy to: Dow Lohnes PLLC Six Concourse Parkway Suite 1800 Atlanta, GA 30328 Attn: David L. Lester, Esq. SECTION 20: SURRENDER Upon termination or expiration of this Agreement, Licensee shall remove its Facilities from Licensor's Premises and surrender the space occupied by Licensee to Licensor in as good a condition as when initially licensed. Normal wear and tear and damage by casualty and condemnation is accepted from this requirement. Any damage to Licensor's Premises caused by Licensee shall be billed to and paid by Licensee within thirty (30) calendar days after Licensee's receipt of written demand from Licensor. Licensee's Facilities or personal property not removed from Licensor's Premises within ninety (90) days shall become the property of Licensor. Licensor shall have the right; including removal and/or disposal of Licensee's Equipment to recover costs from Licensee upon demand. SECTION 21: NON -LIABILITY AND INDEMNIFICATIONS Licensor shall assume no liability for injury or death to persons working on the Premises on behalf of Licensee, except to the extent said injury or death is caused by the negligence, omission, or intentional misconduct of Licensor or its respective agents, employees, or contractors. KIRO_JeffCom 9-1-1 Page 12 Licensee agrees that Licensor shall not be liable for injury or death to any person, damage to property, or loss of business arising out of, or in any way connected with, Licensee's occupancy of the Premises, Licensee's Facilities, or Licensee's entry to or exit from Licensor's Premises, except to the extent same is caused by the negligence, omission, or intentional misconduct of Licensor or its respective agents, employees, or contractors. Licensee shall give Licensor prompt notice of any such claim and, to the extent Licensor is not liable for such claim as herein set forth, Licensee agrees to indemnify and hold Licensor harmless against all such claims, including investigation costs, court costs and attorney's fees. Licensee shall indemnify and save harmless Licensor from all loss, liability, damage or other injury, including reasonable attorney's fees, for bodily injury or property damage arising as a direct or indirect result of any and all negligence, omissions, or intentional misconduct of Licensee, its officers, employees, contractors or subcontractors in its performance of this Agreement, except to the extent caused by the negligence, omission, or intentional misconduct of Licensor or its respective agents, employees, or contractors. Licensee shall also indemnify and save harmless Licensor from any claims of copyright, libel, slander or similar liability by reason of the exercise of Licensee's rights hereunder. Licensee (a) assumes all responsibility and risk for its use of the Premises covered by this Agreement, and (b) agrees to abide by all state and local safety codes and procedures in regards to Licensee's use of the Premises, including, but not limited to, all safety codes and procedures relating to, controlling or regulating persons climbing on buildings, towers and other strictures. Licensor shall give Licensee prompt notice of any such claim and, to the extent Licensee is not liable for such claim as herein set forth, Licensor agrees to indemnify and hold Licensee harmless against all such claims, including investigation costs, court costs and attorney's fees. Licensor shall indemnify and save harmless Licensee from all loss, liability, damage or other injury, including reasonable attorney's fees, for bodily injury or property damage arising as a direct or indirect result of any and all negligence, omissions, or intentional misconduct of Licensor, its officers, employees, contractors or subcontractors in its performance of this Agreement, except to the extent caused by the negligence, omission, or intentional misconduct of Licensee, its agents, employees, or contractors. Licensor shall also indemnify and save harmless Licensee from any claims of copyright, libel, slander or similar liability by reason of the exercise of Licensor's rights hereunder. NOTWITHSTANDING ANYTHING TO THE CONTRARY contained in this Agreement,- whether the cause of any damages, loss or liability is insurable, insured or not insured, foreseen or unforeseen, in no event shall either party he responsible or liable to the other party for anticipatory profits or any indirect, special, incidental or consequential damages of any kind or nature arising directly or indirectly in connection with the construction, use or operation of the Premises or the exercise of any rights related thereto. The foregoing shall apply regardless of the fault, negligence or strict liability of either party and shall apply whether such losses or damages are based on an action or claim in contract or tort, including negligence, strict liability or otherwise. SECTION 22: NON -WAIVER of BREACH The failure of either Party to insist upon strict performance of any of the covenants and conditions of this Agreement, or to exercise any option herein conferred in any one or more KIRO_JeffCom 9-1-1 Page 13 instances, shall not be construed to be a waiver or relinquishment of any such rights, or any other covenants or conditions, but the same shall be and remain in full force and effect. SECTION 23: OTHER DOCUMENTS Each party undertakes to execute such additional or other documents as may be required to fully implement the intent of this Agreement. SECTION 24: HAZARDOUS MATERIALS Licensee shall not, and shall not cause or allow any other party acting by or on behalf of Licensee to construct, use, deposit, store, dispose, place or locate on or about the Premises or Property hazardous substances without the prior written consent of Licensor, which shall not be unreasonably withheld as long as Licensee demonstrates to Licensor's satisfaction that (a) the nature and quality of the hazardous substance is necessary, useful and appropriate to Licensee's business conducted on the Premises; (b) the hazardous substance will be used, kept and stored with the highest degree of care in a manner that complies with all governmental laws, ordinances, regulations, orders and policies regulating any such hazardous substance so brought upon or used or kept in or about the Premises; and (c) such hazardous substances are disposed off the Premises or Property, in a disposal site licensed or designed for such hazardous substances, with the utmost care and caution and in a manner consistent with governmental laws, ordinances, regulations, orders and policies. Except to the extent caused by.the negligence, omission, or intentional misconduct of Licensor, its agents, employees, or contractors, Licensee shall indemnify, defend and hold Licensor and DNR harmless from any and all claims, judgments, damages, penalties, fines, costs, liabilities and losses (including, without limitation, diminution in value of Premises and Property, damages for the loss or restriction on use of rentable or usable space of the Premises or Property, and sums paid in settlement of claims, attorney's fees, consultant fees, and expert fees) which arise during or after the term as a result of contamination of the Premises or Property by a hazardous substance as a result of Licensee's use or activities, or of Licensee's agents or contractors. This indemnification of Licensor and DNR by Licensee includes, without limitation, costs incurred in connection with any investigation of site conditions or any cleanup, remedial, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of hazardous substances present in the soil or groundwater on or under the Premises or Property. Without limiting the foregoing, if the presence of any hazardous substances on the Premises or Property, or presence of any hazardous substances on the Premises or Property caused by Licensee or its agents or contractors results in any contamination of the Premises or Property, Licensee shall promptly take all actions at its sole expense as are necessary to return the Premises or Property to the condition existing prior to the release of any such hazardous substances; provided that Licensor's approval of such actions shall first be obtained, which approval shall not be unreasonably withheld so long as such actions would not potentially have any material adverse long-term or short-term effect on the Premises or Property. Except to the extent caused by the negligence, omission, or intentional misconduct of Licensee, its agents, employees, or contractors, Licensor shall indemnify, defend and hold Licensee harmless from any and all claims, judgments, damages, penalties, fines, costs, liabilities and losses which arise during or after the term as a result of contamination of the Premises or Property by a hazardous substance after the commencement of this Agreement or contaminations KIRO_JeffCom 9-1-1 Page 14 of the Premises or Property by a hazardous substance as a result of Licensor's use or activities or of Licensor's agents or contractors. This indemnification of Licensee by Licensor includes, without limitation, costs incurred in connection with any investigation of site conditions or any cleanup, remedial, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of hazardous substances present in the soil or groundwater on or under the Premises or Property. Without limiting the foregoing, if the presence of any hazardous substances on the Premises or Property caused by Licensor or its agents or contractors results in any contamination of the Premises or Property, Licensor shall promptly take all actions at its sole expense as are necessary to return the Premises or Property to the condition existing prior to the release of any such hazardous substances. The term "hazardous substances" shall include (a) any chemical, material, element, compound, solution, mixture, substance, or other matter of any kind whatsoever which is a hazardous substance as defined in, or regulated by the Federal Comprehensive Environmental Response Compensation and Liability Act, 42 USC § 9601 et seq., as amended; the regulations promulgated from time to time hereunder; the wastes listed in the United States Department of Transportation Hazardous Materials Table (49 CFR 172.101); the United States Environmental Protection Agency Hazardous Substances (40 CFR Part 302), and amended thereto; environmental laws and regulations administered by the Environmental Protection Agency or its delegates; similar laws and regulations with respect to the same subject matter enacted or promulgated by the federal, state, local or quasi -governmental organizations or agency; (b) asbestos or materials containing asbestos, petroleum products, or such other substances, materials, and wastes that are or become regulated under law whether or not within subparagraph (a); and (c) any other substance which after release into the environment will or may be reasonably anticipated to cause sickness, death or disease. SECTION 25: QUIET ENJOYMENT Licensor covenants and agrees that, upon Licensee's paying the License Fees and observing and performing all of the terms, covenants and conditions to be observed and performed by Licensee under this Agreement, Licensee shall be entitled to quiet enjoyment of the Premises during the term of this Agreement. SECTION 26: MISCELLANEOUS This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. This Agreement replaces and supersedes all prior Agreements and understanding between the parties with respect to the subject matter herein. The venue for any litigation arising from this Agreement shall be in the Superior Court in and for Jefferson County, Washington. No alterations, modifications, amendments or changes in this Agreement shall be valid unless made in writing and agreed to by both parties. Nothing in the execution and performance of this Agreement shall be deemed in any way to constitute the parties as joint ventures or partners with each other. KIRO_JeffCom 9-1-1 Page 15 SECTION 27: EXHIBITS and APPENDIXES The Licensee is subject to the terms and conditions of exhibits and appendixes referenced herein, which are attached hereto and by this reference, made a part hereof: Exhibit A Exhibit B Exhibit C Exhibit C-1 Exhibit D Exhibit E Attachment 1 Attachment 2 Legal Description and Survey Plat, Maynard Peak Communication Site Leased Premises Licensed Tower Space -- Tower Related Facilities and Equipment Licensed Shelter Space -- Shelter Related Facilities and Equipment License Fee Site Installation and Operating Practices ("SIOP") Licensee Facilities Diagram Prime Lease {Signature page to follow} KIRO_JeffCom 9-1-1 Page 16 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the last date signed below: Lessee: KIRO-TV, Inc., a Delaware corporation BY: -1-- Its: Date: Licensor: JeffCom 9-1-1, a separate department of Jefferson County Municipal Government By: Janet gilvus Its: Dire for Date: i3 Licensor: Jefferson CouiA a municipal government By: —V, ( I'L> John Austin Its: Zir of the County Commission Date:(, itst Q, 20 Approved as to1) form ly: By: .L Chief Civil DPA, David '116Alvarez Date: KIRO_JeffCom 9-1-1 Page 17 NOTARY BLOCK COUNTY STATE OF WASHINGTON SS. COUNTY OF JEFFERSON I certify that I know or have satisfactory evidence that John Austin is the person who appeared before me, and said person acknowledged that said person signed this instrument, on oath stated that said person was authorized to execute the instrument and acknowledged it as the Chair of the County Commission of County of Jefferson, 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) (Legibly Print or Stamp Name of Notary) Notary Public in and for the State of Washington My appointment expires: NOTARY BLOCK — JeffCom 9-1-1 STATE OF WASHINGTON SS. COUNTY OF JEFFERSON I certify that I know or have satisfactory evidence that Janet Silvis is the person who appeared before me, and said person acknowledged that said person signed this instrument, on oath stated that said person was authorized to execute the instrument and acknowledged it as the Director of JeffCom 9-1-1, 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) (Legibly Print or Stamp Name of Notary) Notary Public in and for the State of Washington My appointment expires: KIRO_Jeffcom 9-1-1 Page 18 NOTARY BLOCK - KIRO-TV STATE OF W&emwl.,'Tp,�j SS. COUNTY OF �/�(/6 I certify that I know or have satisfactory evidence that A-f2/e L&II?Rki2 is the person who appeared before me, and said person acknowledged that said person signed this instniment, on oath stated that said person was authorized to execute the instrument and acknowledged it as the VF1 GM of KIRO-TV, Inc., to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. DATED: /Lf,4 y -5- Notary Notary Seal �f�Uii\t (Signature of Notary) (Legibly Print or Stamp Name of Notary) Notary Public in and for the State of A/,4- My appointment expires: V Z -/S- Z0/S KIRO_JeffCom 9-1-1 Page 19 Exhibit A Legal Description and Survey Plat, Maynard Peak Communication Site Assessor's Parcel Number 902103001, S10 T29 R2W I SWI/4 (LS TAX 1) and also known as State of Washington Department of National Resources Maynard Peak Radio Site located at 4303 Casselary Road, Port Townsend, WA. KIRO_JeffCom 9-1-1 Page 20 EXHIBIT B Leased Premises 4303 Casselary Road 1) Leased Premises consists of an area approximately thirty-four feet, nine inches (34 ft 9 in) by twenty-nine feet, nine inches (29 ft 9 in), and 2) Easement and access over and across the Property as per the Prime Lease. M X X 'M KIRO-jeffCom 9-1-1 Page 21 Pk KIRO-jeffCom 9-1-1 Page 21 Exhibit C Licensed Facilities Tower Related Facilities and Equipment 4303 Casselary Road 1. Licensee has installed one (1) eight (8 ft) diameter microwave dish at an approximate south east azimuth with a center line height of fifty six (56 ft). Inclusive of coaxial feed line down the tower and into the Licensor's communication shelter. 2. Licensee has installed one (1) four foot (4 ft) diameter by forty inches high (40 in) "tracking antenna" with dome enclosure with a bottom mounting height of sixty feet (60 ft). Inclusive of coaxial feed line down the tower and into the Licensor's communication shelter. The diagram below indicates the relevant positions and locations of Licensee's Facilities on the tower Premises. �Tacng antenna as currently mounted @60 ft bottom line 8ft dish as currently mounted @56 ft Center Line KIRO_JeffCom 9-1-1 Page 22 Exhibit C-1 Licensed Facilities Shelter Related Facilities and Equipment 4303 Casselary Road 1) Shelter space for Licensee shall consist of and be limited to: a. Cabinet space consisting of an area approximately two feet wide (2 ft) by two feet (2 feet) deep by six feet (6 ft) high along with non-exclusive space in -front of and behind the cabinet for door opening space, and 2) The location of Licensee's cabinet shall be approximately ten feet (10 ft) from the shelter entrance and located in-line with other tenant installed equipment as shown in the picture below, and 3) Licensee shall relocate its cabinet and cabling upon written request of the Licensor to an alternative location(s) within the shelter at Licensor sole discretion. ?ICI ft — 1? ft I I- -- 10 ft KIRO_JeffCom 9-1-1 Page 23 0--eTLen3 � r C2L1-__-I3>r t � L= znsee-'s"'Mn ic�nE�n rJcor — 1? ft I I- -- 10 ft KIRO_JeffCom 9-1-1 Page 23 EXHIBIT D License Fee 4303 Casselary Road 1) Licensee shall pay annually in advance the following amount, which shall automatically increase by three percent (3%) each year from the previous year. 2) The following schedule does not indicate the cost(s) of equipment changes nor shall it be used as a determination of future license fees. Licensee Equipment Description Annual License Fee 1 ea 8 ft microwave dish $3,500.00/loo 1 ea Tracking antenna $3,500.00/loo 1 ea Cabinet in Shelter $2,000.00/L Total $9,000.00/100 KIRO_JeffCom 9-1-1 Page 24 EXHIBIT E Site Installation and Operating Practices ("SIOP") JEFFERSON COUNTY RADIO COMMUNICATIONS SERVICES SITE AND FACILITY STANDARDS Jefferson County may at its sole discretion and at any time implement security and access rules requiring Licensee to promptly and frilly comply with; and All fixed transmitting and receiving equipment installed within Jefferson County facilities shall employ isolators or similar devices and band pass filtering or alternative band pass filtering (such as using window filters for broadband services like PCS) which accomplishes the same objectives. These devices are intended to minimize spurious radiation, receiver local oscillator leakage and transmitter and receiver inter -modulation products. The following standards constitute the minimum requirements for use of wireless transmitting and receiving equipment. Transmitter/Receiver Filtering Standards The following transmitter/receiver filtering standards shall be observed in all Jefferson County facilities: 1. Transmitters in the 25 to 54 MHz range shall have a band pass filter providing a minimum of 30 dB of attenuation 1.0 MHz removed from the operating frequency. Transmitters in this frequency range should be fitted with a single isolator providing a minimum of 20 dB isolation. 2. Transmitters in the 72 to 76 MHz range shall have a band pass filter providing a minimum of 30 dB of attenuation 1.0 MHz removed from the operating frequency. Transmitters in this frequency range shall also be fitted with dual isolators providing a minimum of 50 dB isolation. 3. Transmitters in the 88 to 108 MHz range shall have a band pass filter providing a minimum of 30 dB of attenuation 1.0 MHz removed from the operating frequency. Transmitters in this frequency range shall also be fitted with dual isolators providing a minimum of 50 dB isolation. No transmitters with a transmitter power output of over 100 watts shall be permitted within Jefferson County facilities. In addition, some facilities may not allow use of transmitting equipment in this frequency range. 4. Transmitters in the 108 to 225 MHz range shall have a band pass filter providing a minimum of 15 dB of attenuation 1.0 MHz removed from the operating frequency. Transmitters in this frequency range shall also be fitted with dual isolators providing a minimum of 50 dB isolation. 5. Transmitters in the 225 to 400 MHz range shall have a band pass filter providing a minimum of 20 dB of attenuation 1.0 MHz removed from the operating frequency. Transmitters in this frequency range shall also be fitted with dual isolators providing a minimum of 50 dB isolation. KIRO_JeffCom 9-1-1 Page 25 6. Transmitters in the 400 to 512 MHz range shall have a band pass filter providing a minimum of 20 dB of attenuation 2.0 MHz removed from the operating frequency. Transmitters in this frequency range shall also be fitted with dual isolators providing a minimum of 50 dB isolation. Window filtering with broader responses may be authorized on a case by case basis. 7. 1 Transmitters in the 512 to 746 MHz range shall have a band pass filter providing a minimum of 20 dB of attenuation 2.0 MHz removed from the operating frequency. Transmitters in this frequency range shall also be fitted with dual isolators providing a minimum of 50 dB isolation. 8. No broadcast transmitters in the 746 to 806 MHz range shall be permitted in Jefferson County facilities. 9. Transmitters in the 806 to 990 MHz range shall have a band pass filter providing a minimum of 15 dB of attenuation 3.0 MHz removed from the operating frequency. Transmitters in this frequency range shall also be fitted with dual isolators providing a minimum of 50 dB isolation. Window filtering with broader responses may be authorized on a case by case basis. Site Engineering Standards and Site User Practices The following site engineering standards and site user practices shall be observed in all Jefferson County facilities: 1. A band pass cavity shall always be used before each receiver. A window filter may be substituted in multi -coupled systems. Crystal filters are also advisable at crowded facilities. 2. A band reject duplexer may not be used unless accompanied by the required band pass cavities. A pass reject duplexer may be used, provided the duplexer band pass characteristics meet the minimum requirements for transmitter band pass filtering. 3. All cables used in Jefferson County facilities must, at minimum, be double- - shielded with 100% braid coverage. Use of solid outer shield cables (i.e. `Heliax') is strongly encouraged. All external feed lines shall be solid -shielded. 4. All cables used shall be covered with an insulating jacket. Cables used externally shall be covered with a ultra -violet resistant insulating jacket. No cables with aluminum outer conductors shall be used in Jefferson County facilities. 5. Use of constant impedance connectors shall be required. Type `N,' BNC or 7/16 DIN connector types are typical constant impedance connectors. Adapters shall not be used for permanent connections. 6. All equipment shall be properly grounded. Grounding shall be performed by grounding the radio equipment manufacturers designated equipment ground and shall be tied to the radio facility equipment ground, preferably using flat copper strap or copper braid. The AC line ground shall also be used to provide the protective ground. Use of three -wire to two -wire KIRO_JeffCom 9-1-1 Page 26 adapters shall be prohibited. The Manager of the Jefferson County Radio Communications Services shall identify the radio facility ground point. 7. All transmission lines shall be fastened to towers, cable trays and other site attachment points using manufactured hardware designed for the purpose. All transmission lines shall be grounded before entry into the radio facility and shall pass through Jefferson County approved lightning protection equipment. Use of cable ties, tie -wraps and similar attachment hardware is generally discouraged but may be permitted on a case by case basis. Use of non - insulated metallic ties shall be strictly prohibited. Non -insulated transmission lines shall not be used in Jefferson County facilities. Non -insulated rigid wave guide is acceptable when properly attached using rigid attachment hardware. 8. All telephone circuits terminating in Jefferson County radio facilities shall have lightning protection at the entry point into the facility. 9. All loose metallic objects shall be removed from the facility at the conclusion of any work performed on-site. Metallic trash shall be removed from the facility entirely. 10. All equipment shall be maintained in such a fashion as to be in compliance with all FCC, NTIA, FAA and state and local laws and regulations. Commercial and public safety radio equipment shall be FCC type -accepted. Federal government and amateur radio equipment shall be constructed in such a fashion as to be of commercial quality. Quarterly checks of the receiving equipment, transmitting equipment, antennas and customer -owned site filtering equipment are strongly encouraged. 11. Interference problems resulting from a user to the Jefferson County facility shall be the responsibility of the interfering tenant to resolve. Significant interference may require that a licensee cease operation until the interference problem can be resolved. Should the problem not be resolvable to the satisfaction of the JeffCom Director, Manager, the interfering tenant may be unable to use the facility. 12. Any changes to any equipment on the tower or configuration (additions, removals, realignments of antennas) require pre -approval by the Jefferson County Radio Communications Services Manager and may require amendments to the License, if the changes are beyond what is authorized by the License, and Jefferson County agrees to such License amendments. An inspection is required at the end of such work. 13. Equipment which presents an immediate hazard to the facility or individuals working on or at the facility, may require deactivation until the hazard is removed. High power transmitters may also need to be deactivated when maintenance of the facility is being performed. The licensee shall be notified in advance of any such deactivation. 14. All Jefferson County radio facilities are protected by locked doors and most have alarm systems. In some cases, on-site alarms are not obvious. Exceptions include sites with segregated `guest space' where alarm systems may not be provided. For those facilities with alarms, prior notification of Jefferson County Radio Communications Services shall be required before sites may be entered. Activation of a facility alarm shall result in the dispatch of police officers, the cost of which shall be borne by the tenant activating the alarm without providing prior notice of entry. KIRO_JeffCom 9-1-1 Page 27 15. All site property shall be left clean and free of debris, trash and food scraps. If materials are brought in which becomes trash, the tenant bringing in the material shall be responsible for its removable. 16. All equipment installed in Jefferson County facilities shall be properly licensed. All tenant FCC, IRAC and amateur radio licenses shall be posted. 17. Special on-site uses may be subject to additional limitations beyond those described herein. Special site users shall be notified of such additional limitations in writing. 18. Communication/Antenna structure(s) constructed by Lessee on Jefferson County property shall be designed to withstand one hundred twenty (120) mile per hour winds with one- half (1/2") of ice loading once the antenna configuration/loading for both the Lessee and Jefferson County has been determined. 19. License shall pay for all upgrade costs on Jefferson County owned communication/antenna structure(s) if the stricture falls below the ninety (90) mile per hour winds with one-half inch (1/2") ice loading once the antenna configuration/loading for both Jefferson County and Licensee has been determined. 20. Communication/Antenna structure(s) constructed by Licensee on Jefferson County property shall be constructed with a halo grounding ring around the communication/antenna structure with all structure legs connected to the grounding halo. Cad welding shall be used to connect the structure legs to the halo grounding system and for connecting all other points and splices in the halo grounding system. KIRO_JeffCom 9-1-1 Page 28 Attachment 1 Licensee Facility Diagram 4303 Casselary Road (Insert diagram ofLicensee's facilities as -built) KIRO_JeffCom 9-1-1 Page 29 Attachment 2 Prime Lease 4303 Casselary Road (Attach Department of Natural Resources, Maynard Hill Communications Site Lease) KIRO_JeffCom 9-1-1 Page 30 JEFFERSON COUNTY BOARD OF COUNTY COMMISSIONERS AGENDA REQUEST TO: Board of Commissioners Philip Morley, County Administrator FROM: Janet Silvus, Director JeffCom 911 DATE: June 3, 2011 RE: Lease Agreement with KIRO-TV STATEMENT OF ISSUE: Approval and Execution of Lease agreement with KIRO-TV inc to lease space on JeffCom's tower located at Maynard Peak. ANALYSIS: KIRO-TV desires to lease space on a JeffCom owned tower for commercial use and JeffCom desires to enter into a lease agreement with them. FISCAL IMPACT: Would generate revenue for JeffCom in the amount of $9,000 annually paid out in monthly installments. RECOMMENDATION: Move to approve and execute the lease with KIRO-TV. DEPARTMENT CONTACT: Janet Silvus, Director of JeffCom. REV KWED BY: Xley�'C�unty ip Momi ' rator Date CONTRACT REVIEW FORM CONTRACT WITH: KIRO-TV, Inc CONTRACT FOR: Lease agreement TERM: 3 years with renewal options COUNTY DEPARTMENT: For More Information Contact: Contact Phone #: RETURN TO: Janet Silvus in Administrator Janet Silvus 360-344-9788 RETURN BY: 91 AMOUNT: $9,000 PROCESS: Exempt from Bid Process Consultant Selection Process Revenue: $9,000 Cooperative Purchase Expenditure: $2,250 Competitive Sealed Bid Matching Funds Required: Small Works Roster Sources(s) of Matching Funds Vendor List Bid RFP or RFQ x Other Step 1: REVIEW BY RIS T Review by: Date Reviewed: 91 APPROVED FORM 7Returned for revision (See Comments) Comments Step 2: REVIEW BY PfLOSECUTINATORNEY cj, Review by: -� Date Reviewed: APPROVED AS TO FORM Returned for r isio (ee Comments) Comment 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 9 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 5 p.m. TUESDAY for the following Monday's agenda. (This form to stay with contract throughout the contract review process.)