HomeMy WebLinkAboutORANGE, COUNTY OF (8)Return ORIGINAL
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N-2012-024-02
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04ms5, A ti y-1errezjs
GA 1254-135
HCA Administration
420 N. Main Street
Santa Ana, CA 92701
LICENSE
THIS LICENSE ("License") is made on February 1, 2020, by and between the CITY OF SANTA ANA, a
charter city and municipal cooperation (hereinafter referred to as "LICENSOR") and the COUNTY OF
ORANGE, a political subdivision of the State of California (hereinafter referred to as "COUNTY"). The
LICENSOR and COUNTY may individually be referred to herein as a "Party", or collectively as the
"Parties".
RECITALS
A. Whereas, County and Licensor entered into that certain license dated April 28, 1998 (" 1998 License)
over that certain real property described in attached Exhibit A under which the Licensor granted County
the right to park fifty-five (55) vehicles at 420 N. Main Street, Santa Ana parking garage.
B. Whereas, County and Licensor entered into a First Amendment to License ("First Amendment') on
March 30, 2012 which Licensor granted County the right to park forty (40) vehicles at 420 N. Main
Street, Santa Ana parking garage.
C. Whereas, Licensor terminated the 1998 License and First Amendment on October 1, 2019.
D. Whereas, County received the invoices from Licensor for the rents due for the year of 2019 based on the
1998 License and First Amendment in the amount of $14,400 for the months of January 2019 through
September 2019.
E. Whereas County has paid invoices from Recital D in the amount of $14,400 to Licensor.
F. Whereas, County and Licensor desire to enter into a new License agreement for County to use the 420 N.
Main Street Santa Ana parking garage for parking use.
NOW, THEREFORE, in consideration of the covenants and agreements hereinafter contained the Parties
hereto mutually agree to the following:
1. DEFINITIONS (AMLC-2.1 S)
The following words in this License have the significance attached to them in this Clause, unless otherwise
apparent from context:
"HCA/Facilities Services Manager" means the Manager, Health Care Agency, Facilities Services, County
of Orange, or designee, or upon written notice to LICENSEE, such other person or entity as shall be
designated by the County Executive Officer or the Board of Supervisors.
"Board of Supervisors" means the Board of Supervisors of the County of Orange, a political subdivision of
the State of California.
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"County Executive Officer" means the County Executive Officer, County Executive Office, County of
Orange, or designee, or upon written notice to LICENSOR, such other person or entity as shall be designated
by the Board of Supervisors.
"Parking Administrator" means the Manager, Parking Administration, Business Services, Orange County
Public Works, County of Orange, or designee or upon written notice to LICENSOR, such other person or
entity as shall be designated by the Director, Public Works.
2. TERM (ANMC-3.2 S)
The term of this License shall be one (1) year ("Term"), commencing February 1, 2020 ("Commencement
Date").
3. TERMINATION (AMLC-3.3 S)
Either COUNTY or LICENSOR may terminate this License at any time upon thirty (30) days prior written
notice.
4. LICENSE AREA (AMLC-4.1 N)
LICENSOR throughout the Term of this License, and Extended Term if applicable, shall provide a total of
forty (40) parking spaces for COUNTY's non-exclusive use. Said parking spaces are to be located in the
parking structure (hereinafter referred to as "License Area"), shown on Exhibit "A" which exhibit is
attached hereto and by reference made a part hereof, together with a non-exclusive use of LICENSOR's
driveways for vehicle ingress and egress, pedestrian walkways, other facilities and common areas
appurtenant to COUNTY's License Area created by this License.
5. USE (AMLC-5.1 N)
The License Area shall be used for the parking of automobiles and vehicles by COUNTY, its tenants and
their respective agents, employees, invitees and permittees. COUNTY shall have reasonable pedestrian and
vehicular ingress to and egress from the License Area. Further, COUNTY, its tenants and their respective
agents, employees, invitees and permittees shall park and lock their own vehicles.
6. LICENSE FEE (AMLC-6.2 N)
COUNTY agrees to pay LICENSOR as a license fee ("License Fee") for use of the License Area the sum of
Two Thousand Dollars ($2,000.00) per month ($50.00 per parking space) for a total of TwentyFour
Thousand Dollars ($24;000.00). To obtain License Fee payments LICENSOR (or LICENSOR's designee)
shall submit to the HCA/Facilities Services Manager Office at the address specified in Section 11, below, in
a form acceptable to said HCA/Facilities Services Manager Office, a written claim for said License Fee
payments.
Payment shall be due and payable the later of the following:
A. Payable to LICENSOR by the first day of the month following the month earned; or
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B. Upon receipt of LICENSOR's written claim by HCA/Facilities Services Manager Office.
LICENSOR shall provide all initial parking cards for access to the License Area at no cost to COUNTY.
COUNTY shall pay the prevailing rate for any replacement cards for these spaces.
7. LIMITATION OF THE LICENSE (AMLC-13.1 S)
This License and the rights and privileges granted COUNTY in and to the License Area are subject to all
covenants, conditions, restrictions, and exceptions of record or apparent from a physical inspection of the
License Area. Nothing contained in this License or in any document related hereto shall be construed to
imply the conveyance to COUNTY of rights in the License Area, which exceed those owned by LICENSOR.
18. CONDITION AND CARE OF LICENSE AREA (N)
LICENSOR shall keep the License Area clean and in good repair during any time which COUNTY, its
tenants or their respective agents, employees, invitees or permittees use the License Area at its sole cost and
expense. At all other times, LICENSOR shall keep the License Area clean and in good repair, at its sole cost
and expense. Except as otherwise expressly set forth in this License, LICENSOR shall be responsible for all
costs relating to the ownership, operation and maintenance of the License Area, including all charges for
utilities.
9. COMPLIANCE WITH RULES, REGULATIONS AND LAWS (N)
COUNTY shall, and shall cause its tenants and their respective agents, employees, invitees and pemrittees, to
comply with all laws, rules, regulations and requirements applicable to the License Area.
10. AUTHORITY (NS)
Each person signing this License represents and warrants that he or she has all requisite authorization and
authority to execute this License on behalf of the Party for whom such person is signing.
11. CHILD SUPPORT ENFORCEMENT REQUIREMENTS (6.12 S)
In order to comply with child support requirements of the County of Orange, LICENSOR hereby furnishes
COUNTY's standard form, Child Support Enforcement Certification Requirements. COUNTY
acknowledges receipt of the aforementioned form, which contains the following information:
a) In the case where LICENSOR is doing business as an individual, LICENSOR's name, date of birth,
first four digits of Social Security number, and residence address;
b) In the case where LICENSOR is doing business in a form other than as an individual, the name, date
of birth, first four digits of Social Security number, and residence address of each individual who
owns an interest of ten (10) percent or more in the contracting entity;
c) A certification that the LICENSOR has fully complied with all applicable federal and state reporting
requirements regarding its employees; and
d) A certification that the LICENSOR has fully complied with all lawfully served Wage and Earnings
Assignment Orders and Notices of Assignment and will continue to so comply.
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Failure of LICENSOR to continuously comply with all federal and state reporting requirements for child
support enforcement or to comply with all lawfully served Wage and Earnings Assignment Orders and
Notices of Assignment shall constitute a material breach of this License. Failure to cure such breach within
sixty (60) calendar days of notice from COUNTY shall constitute grounds for termination of this License.
It is expressly understood that this data will be transmitted to governmental agencies charged with the
establishment and enforcement of child support orders and will not be used for any other purpose.
12. TERMINATION OF PRIOR AGREEMENTS
It is mutually agreed that this License shall terminate and supersede any prior licenses or agreements
between the Parties hereto covering all or any portion of the License Area.
13. NOTICES (AMLC-14.1 N)
All notices pursuant to this License shall be addressed as set forth below or as either Party may hereafter
designate by written notice and shall be sent through the United States mail in the State of California, duly
registered or certified, with postage prepaid. If any notice is sent by registered or certified mail, as aforesaid,
the same shall be deemed to have been served or delivered twenty-four (24) hours after mailing thereof as
above provided. Notwithstanding the above, LICENSOR may also provide notices to COUNTY by personal
delivery or by regular mail postage prepaid and any such notice so given shall be deemed to have been given
upon the date of deposit in the United States Mail.
TO: LICENSOR
City of Santa Ana
P.O. Box 1988
Santa Ana, CA 92701
Attn: City Manager
TO: COUNTY
County of Orange
Health Care Agency
405 W. 5 h Street, #203
Santa Ana, CA 92701
Attn: Manager
14. ATTACHMENTS TO LICENSE (AMLC-15.1 N)
This License includes the following, which are attached hereto and made a part hereof:
I. GENERAL CONDITIONS
I1. EXHIBIT
Exhibit "A" — Location Map
//
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IN WITNESS WHEREOF, the Parties have executed this License the day and year first above
written.
APPROVED AS TO FORM: LICENSOR
OFFICE OF COUNTY COUNSEL CITY OF SANTA ANA, a municipal corporation.
ORANGE COUNTY, CALIFORNIA
By_��
By /' i KRISTINE RIDG
Deputy City Manager
APPROVED AS TO FORM:
By: SI C— `C Z
RECOMMENDED FOR APPROVAL: Lisa E. Storck
Assistant City Attorney
HCA/Facilities Services Manager COUNTY
COUNTY OF ORANGE
By kAi�
HCA/Faciliti vices Nranager
BY:
Sha e L. Silsby, Director
OC Public Works
Per Resolution No. 17-003, of the Board of
Supervisors and Minute Order dated January 10,
2017
ATTEST: RECOMMENDED FOR APPROVAL:
1\ By:
DAISY GOMEZ \ KATFIR DOWNS, CPA
Clerk of the Council Executive Director,
Finance & Management Services Agency
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GENERAL CONDITIONS (AMLC-GCI-16 S)
1. LICENSE ORGANIZATION (AMLC-9.1 S)
The various headings and numbers herein, the grouping of provisions of this License into separate clauses
and paragraphs, and the organization hereof, are for the purpose of convenience only and shall not be
considered otherwise.
2. INSPECTION (9.2 N)
LICENSOR or its authorized representative shall have the right at all reasonable times to inspect the License
Area to determine if the provisions of this License are being complied with.
13. AMENDMENTS (AMLC-GC5 S)
This License is the sole and only agreement between the Parties regarding the subject matter hereof; other
agreements, either oral or written, are void. Any changes to this License shall be in writing and shall be
properly executed by both Parties.
4. PARTIAL INVALIDITY (9.6 S)
If any term, covenant, condition, or provision of this License is held by a court of competent jurisdiction to
be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect
and shall in no way be affected, impaired, or invalidated thereby.
5. CIRCUMSTANCES WHICH EXCUSE PERFORMANCE (9.7S)
If either Party hereto shall be delayed or prevented from the performance of any act required hereunder by
reason of acts of God, performance of such act shall be excused for the period of the delay; and the period
for the performance of any such act shall be extended for a period equivalent to the period of such delay.
Financial inability shall not be considered a circumstance excusing performance under this License.
6. INDEMNIFICATION (9.8 S)
The PARTIES hereby waive all claims and recourse against each other including the right of contribution for
loss or damage of persons or property arising from, growing out of, or in any way connected with or related
to this License except claims arising from the willful misconduct or gross negligence of the PARTIES, their
officers, agents and employees.
7. INSURANCE (5.3 S)
Commercial Property Insurance: LICENSOR shall obtain and keep in force during the term of this
License a policy or policies of commercial property insurance written on ISO form CP 00 10 10 12, or a
substitute form providing coverage at least as broad, with all risk or special form coverage, covering the loss
or damage to the Premises to the full insurable value of the improvements located on the Premises (including
the full value of all improvements and fixtures owned by LICENSOR) at least in the amount of the full
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replacement cost thereof, and in no event less than the total amount required by any lender holding a security
interest.
LICENSOR agrees to and shall include in the policy or policies of commercial property insurance a standard
waiver of the right of subrogation against the County of Orange, its elected and appointed officials, officers,
agents and employees by the insurance company issuing said policy or policies. LICENSOR shall provide
the County of Orange with a Certificate of Insurance as evidence of compliance with these requirements.
Commercial General Liability Insurance: LICENSOR shall obtain and keep in force during the term of
this License a policy or policies of commercial general liability insurance covering all injuries occurring
within the building and the Premises. The policy or policies evidencing such insurance shall provide the
following:
1) An Additional Insured endorsement using ISO form CG 20 26 04 13 or a from at least as broad
naming the County of Orange, its elected and appointed officials, officers, agents and employees as
an additional insured, or provide blanket coverage which will state, AS REQUIRED BY WRITTEN
AGREEMENT,
2) A primary and non-contributory endorsement using ISO form CG 20 0104 13, or a form at least as
broad evidencing that the Lessor's insurance is primary and any insurance or self-insurance
maintained by the County of Orange shall be excess and non-contributing;
3) LESSOR shall notify County in writing within thirty (30) days of any policy cancellation and ten (10)
days for non-payment of premium and provide a copy of the cancellation notice to County. Failure to
provide written notice of cancellation may constitute a material breach of the Lease, upon which the
County may suspend or terminate this Lease.
4) Shall provide a limit of One Million Dollars ($1,000,000) per occurrence with a Two Million Dollars
($2,000,000) aggregate; and
5) The policy or policies of insurance must be issued by an insurer with a minimum rating of A- (Secure
A.M. Best's Rating) and VIII (Financial Size Category as determined by the most current edition of
the Best's Key Rating Guide/Property-Casualty/United States or ambest.com). It is preferred,
but not mandatory, that the insurer be licensed to do business in the state of California (California
Admitted Carrier).
If the insurance carrier does not have an A.M. Best Rating of A-NHI, the CEO/Office of Risk Management
retains the right to approve or reject a carrier after a review of the company's performance and financial
ratings. Prior to the Commencement Date of this Lease and upon renewal of such policies, LICENSOR shall
submit to COUNTY a Certificate of Insurance and required endorsements as evidence that the foregoing
policy or policies are in effect.
If LICENSOR fails to procure and maintain the insurance required to be procured by LESSOR under this
Lease, COUNTY may, but shall not be required to, order such insurance and deduct the cost thereof plus any
COUNTY administrative charges from the rent thereafter payable.
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8. CONDITION OF PARKING AREA UPON TERMINATION (N)
Except as otherwise agreed to herein, upon termination of this License, COUNTY shall redeliver possession
of said License Area to LICENSOR in substantially the same condition that existed immediately prior to
COUNTY's entry thereon, reasonable wear and tear, flood, earthquakes, other natural disaster, and war
excepted.
9. HOLDING OVER (N)
In the event COUNTY shall continue in possession of the License area after the term of this License, such
possession shall not be considered a renewal of this License but a tenancy from month -to -month and shall be
governed by the conditions and covenants contained in this License.
10. QUIET ENJOYMENT (9.13 S)
LICENSOR agrees that, subject to the terms, covenants, and conditions of this License, COUNTY may,
upon observing and complying with all terms, covenants, and conditions of this License, peaceably and
quietly occupy the License Area.
11. WAIVER OF JURY TRIAL (9.15 S)
To the extent permitted by applicable law, each Party acknowledges that it is aware of and has had the advice
of counsel of its choice with respect to its rights to trial by jury, and each Party, for itself and its successors
and assigns, does hereby expressly and knowingly waive and release all such rights to trial by jury in any
action, proceeding or counterclaim brought by any Party hereto against the other (and/or against its officers,
directors, employees, agents, or subsidiary or affiliated entities) on or with regard to any matters whatsoever
arising out of or in any way connected with this agreement and/or any claim of injury or damage.
12. GOVERNING LAW AND VENUE (9.16 S)
This agreement has been negotiated and executed in the State of California and shall be governed by and
construed under the laws of the State of California. In the event of any legal action to enforce or interpret
this agreement, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange
County„ California, and the Parties thereto agree to and do hereby submit to the jurisdiction of such court,
notwithstanding Code of Civil Procedure section 394.
13. TIME OF ESSENCE (9.17 S)
Time is of the essence of this License. Failure to comply with any time requirements of this License shall
constitute a material breach of this License.
14. PAYMENT CARD COMPLIANCE (9.18 S)
Should LICENSOR conduct credit/debit card transactions in conjunction with their business with the
COUNTY, on behalf of the COUNTY, or as part of the business that they conduct, LICENSOR covenants and
warrants that it is currently Payment Card Industry Data Security Standard ("PCI DSS") and Payment
Application Data Security Standard ("PA DSS") compliant and will remain compliant during the entire
duration of this Lease. LICENSOR agrees to immediately notify COUNTY in the event LICENSOR should
ever become non -compliant, and will take all necessary steps to return to compliance and shall be compliant
within ten (10) days of the commencement of any such interruption.
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Upon demand by COUNTY, LICENSOR shall provide to COUNTY written certification of LICENSOR's
PCI DSS and/or PA DSS compliance.
EXHIBIT A — LOCATION MAP
420 North Main Street — Parldng Structure
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