HomeMy WebLinkAboutORANGE, COUNTY OF - REGISTRAR OF VOTERS (4) Return ORIGINAL
INSURANCE N : executed copy to COTC, N-2020-123
WORK MAY NOT PROCEED M-30
CLERK OF COUNCIL.
D1 o or AN 13 2020
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License-Number LA-156
Pam• O Registrar of Voters
CITY OF SANTA ANA
LICENSE AGREEMENT
THIS LICENSE AGREEMENT ("License") is made and entered into July 31, 2020.("Effective Date"), by
and between the CITY OF SANTA ANA, a charter city and municipal corporation organized and existing
under the Constitution and the laws of the State of California, (hereinafter referred to as "Licensor") and the
TYOF ORANGE, a political subdivision of the State of California, through its REGISTRAR OF
VOTERS (hereinafter referred to as "County"), without regard to number and gender. County and Licensor
may sometimes hereinafter be referred to individually as "Party" or jointly as"Parties."
1. DEFINITIONS (SALic-1.0 S)
The following words in this License shall have the significance attached to them in this Clause 1
(DEFINITIONS), unless otherwise apparent from context:
"Official Ballot Drop Box"means a mail ballot drop box.
"Registrar of Voters" means the Registrar of Voters, or designee, or upon written notice to County, such
other person or entity as shall be designated by the Board of Supervisors.
2. LICENSE AREA(SALic-1.1 S)
Licensor grants to County, and its agents and contractors, the right to access and use a portion of that/those
certain property(ies), described on Exhibit A and shown on Exhibit B (hereinafter referred to as the"License
Area(s)"), which exhibits are attached hereto and by reference made a part hereof, together with non-
exclusive, in common use of driveways for vehicle ingress and egress, pedestrian walkways, other facilities,
and common areas appurtenant to the License Area. Licensor represents and warrants that the License Area
is free and clear of easements, including utility easements that would impede the County's use of the License
Area, as set forth below. The Parties agree that the License Area may be modified by County pursuant to the
terms herein. If, for example, the License Area includes multiple properties, the County may reduce the
number of properties within the License Areas,pursuant to Clauses 6 and 21,below.
3. COUNTY AND PUBLIC USE (SALic-1.2 S)
a. County's use of the License Area shall be limited to installing, operating, and maintaining an
Official Ballot Drop Box on the License Area. County shall not use the License Area or any
portion thereof for any illegal or unlawful purpose and will not cause or permit a nuisance to be
created or maintained therein.
b. The Parties further acknowledge and agree that the County's use of the License Area is for the
operation of an Official Ballot Drop Box consistent with the California Voter's Choice Act.
Licensor grants to voters, and other County invitees, the right of access to the License Area,
described in Clause 2 (License Area), above, for purposes consistent with the conduct of, and
participation in, an election. Licensor acknowledges that the Official Ballot Drop Box shall be
Orange County 1 Rent Free Acquisition License
Registrar of Voters
License Number LA-156
CITY OF SANTA ANA
open 24 hours a day for the 30 days prior to an election ("Election Period"). Licensor
acknowledges and agrees to keep the facility parking lot gates open and unobstructed 24 hours a
day for the 30 days prior to an election, and on election day until 11:59 p.m. County shall
endeavor to notify Licensor with an election schedule no later than 30 days before the Election
Period pursuant to Clause 29 (NOTICES). Ballot Box will remain on -site and locked in non -
election periods.
c. Consistent with the uses outlined in this Clause 3, Licensor shall notify the County within 24
hours of any change to the License Area or surrounding property that would make the Official
Ballot Drop Box inaccessible during the Election Period and frustrate the intent of this License.
4. PARKING (SALic-1.3 S)
Licensor, throughout the Term, as set forth below, shall provide County, and its invitees, with the non-
exclusive use of parking spaces, when available. The location and any rules or instructions for use of these
parking spaces shall be determined by the Licensor and provided to the County no later than the
commencement of the first Election Period after the Effective Date.
In addition to said parking spaces, Licensor shall also provide parking for disabled persons ("ADA Spaces")
in accordance with the Americans with Disabilities Act, the California Uniform Building Code and the
applicable codes and/or ordinances relating to parking for disabled persons as established by the local
jurisdiction in which the License Area is located where the provisions of such local codes and/or ordinances
exceed or supersede the State requirements.
5._ TERM (SAL►c=1:5 S)
This License shall commence on the Effective Date written above and shall continue in effect for five (5)
years ("Term" )-or as otherwise terminated in accordance with Clause 6 (TERMINATION) of this License.
6. TERMINATION (SALic-1.6 S)
This License shall be revocable by either Party at any time; however, as a courtesy, the terminating Party
will attempt to give ninety (90) days written notice to the other Party prior to the termination date. In the
event the County modifies the License Area pursuant to Section 21 (Amendments) — for example, by
removing property or properties from the License Area — said modification shall not terminate the License
for the remaining property or properties that comprise the License Area.
7 LIGENSE-FEE (SALic-1.7 N)
In consideration for the valuable public services provided to the citizens of the County of Orange performed
by County consistent with Clause 3 (USE) above and pursuant to this License, the licensefeeshall be waived
for County'-s,use of the Licensed Area,
Orange County 2 Rent Free Acquisition License
Registrarof Voters
License Number LA-156
CITY OF SANTA ANA
8. UTILITIES, MAINTENANCE AND JANITORIAL (SALic-1.8 S)
Licensor shall be responsible for all janitorial, maintenance and repairs outside of the License Area,
(including but not limited to: fire alarm, fire extinguisher, HVAC system, elevator maintenance, landscaping,
pest control, and trash) unless such maintenance and repairs arise out of County's negligence or intentional
acts not in accordance with the uses permitted herein, per Clause 3 (USE), above and not including normal
wear and tear.
9. ALTERATIONS (SALic-1.9 S)
County may make improvements and changes, at the County's expense, in and to the License Area,
including, but not limited to changes described in Exhibit C, attached hereto, and those deemed necessary or
appropriate by the County in its discretion, subject to advance written permission from Licensor. It is agreed
that any such improvements attached to or placed upon the License Area by County shall be considered as
personal property of County, who shall have the right, but not the obligation, to remove same. County
agrees that the License Area shall be left in as good condition as when received, reasonable wear and tear
excepted.
10. OWNERSHIP OF IMPROVEMENTS (SALic-2.0 S)
a. All improvements, constructed or placed within the License Area by County ("County
Improvements") must, upon completion, be free and clear of all liens, claims, or liability for labor
or material. The County Improvements shall remain property of County and shall be removed by
County at the termination of this License, without damage to the License Area.
b. The County Improvements to be installed on the License Area shall include the Official Ballot Drop
Box as specified in the included Exhibit C. The County shall be responsible for all costs incurred in
the installation of the County Improvements. The County's agents shall coordinate the installation
of the County Improvements with the Licensor.
11.OPERATIONAL REQUIREMENTS OF COUNTY (SALic-2.1 N)
County shall, to the satisfaction of Licensor, keep and maintain the License Area and all improvements of
any kind in good condition and in substantial repair, normal wear and tear excepted. It shall be County's
responsibility to take all steps necessary or appropriate to maintain such standard of condition and repair.
Licensor shall endeavor to notify the County when Licensor observes that maintenance is necessary.
County expressly agrees to maintain the License Area in a safe, clean, wholesome, and sanitary condition, to
the complete satisfaction of Licensor and in compliance with all applicable laws.
In the event the Licensor determines, in its reasonable discretion, that an employee, contractor, or invitee of
County is failing to adhere to proper standards of public conduct, is in violation of any Licensor policy
and/or is in any way disrupting the activities of the Licensor's employees, students, and/or invitees, the
Licensor reserves the right to remove said individual, and/or require County to remove said individual from
the License Area. If warranted, County shall endeavor to prohibit said individual's future access to the
License Area, subject to applicable law.
orange County 3 Rent Free Acquisition License
Registrar of Voters;
License Number LA-156
CITY OF SANTA ANA
12. VIDEO SECURITY SURVEILLANCE SYSTEM
If feasible, the County shall have access to any video security surveillance footage recorded and stored by
Licensor in order for the County to meet its statutory and regulatory requirements under the California
Voter's Choice Act.
13. INDEMNIFICATION (SALie-2.3 S)
a. County hereby agrees to indemnify, hold harmless, and defend Licensor, its officers, agents, and
employees, against any and all claims, loss, demands, damages, cost, expenses or liability arising
out of the use of the License Area by County, except for liability arising out of the sole
negligence or willful misconduct of Licensor, its officers, agents, or employees, including the cost
of defense of any lawsuit arising therefrom. In the event Licensor is named as co-defendant,
County shall notify Licensor of such fact and shall represent Licensor, with counsel approved by
Licensor, in such legal action unless Licensor undertakes to represent itself as co-defendant in
such legal action, in which event County shall pay to Licensor its litigation costs, expenses and
attorneys' fees.
b. Licensor hereby agrees to indemnify, hold harmless, and defend County, its officers, agents, and
employees, against any and all claims, loss, demands, damages, cost, expenses or liability arising
out of the use of the License Area by Licensor, except for liability arising out of the negligence or
willful misconduct of County, its officers, agents, or employees, including the cost of defense of
any lawsuit arising therefrom. In the event County is named as co-defendant, Licensor shall
notify County of such fact and shall represent County, with counsel approved by County, in such
legal action unless County undertakes to represent itself as co-defendant in such legal action, in
which event Licensor shall pay to County its litigation costs, expenses and attorneys' fees.
c. In the event judgment is entered against County and Licensor because of the concurrent active
negligence of County and Licensor, their officers, agents, or employees, an apportionment of
liability to pay such judgment shall be made by a court of competent jurisdiction. Neither Parry
shall request a jury apportionment.
d. The provisions of this Section shall survive the termination or expiration of this License.
14ANSURA NCE (salIC-2.2 N)
INSURANCE REQUIREMENTS
a. County shall maintain commercial general liability insurance which shall include, but not be limited
to, protection against claims arising from bodily and personal injury, including death resulting
therefrom and damage to property, resulting from any act or occurrence arising out of County use of
the License Area, including, without limitation, acts involving County vehicles. The amounts of
insurance shall be not less than the following: single limit coverage applying to bodily and personal
injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000
per occurrence and $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers,
Orange County
Rent Free Acquisition License
Registrar of Voters
License Number LA-156
CITY OF SANTA ANA
employees, agents, volunteers and representatives as additional insured(s); (b) be primary and
contributory with respect to insurance or self-insurance programs maintained by the City; and (c)
contain standard separation of insureds provisions.
b. County shall maintain business automobile liability insurance, or equivalent form, with a combined
single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for
owned, hired and non -owned automobiles.
C. Pursuant to state law, County is required to be insured against liability for worker's compensation or
to undertake' selfiristuapce. Prior to commencing the performance of services under this Agreement,
County agrees to obtain and maintain any employer's liability insurance with limits not less than
$1,000,000 per accident.
d. Certificate of Self -Insurance; Prior to execution of this Agreement, County shall furnish to City a
Certificates of Self -Insurance evidencing the foregoing insurance coverages as required by this
Agreement.
e. County shall maintain the foregoing insurance coverages in force throughout the term of this
Agreement.
15. ASSIGNMENT AND SUBAGREEMENTS (SALic-2.4 N)
Any assignment of this License or sublicenses under this License require the prior written approval of
Licensor, which approval will not be unreasonably withheld, conditioned or delayed.
16. EMPLOYMENT (N)
No County employee shall be considered as an employee of the Licensor under the jurisdiction of Licensor,
nor shall such County employees have any Licensor pension, civil service, or other status while an employee
of County.
County shall have no authority to contract on behalf of Licensor. It is expressly understood and agreed by
both Parties hereto that County, while engaged in carrying out and complying with any terms of this License,
is not acting as an agent, officer, or employee of Licensor.
17. SIGNS (SALic-2.7 S)
Licensor agrees to allow County to install and maintain any sign or display upon or in front of the License
Area and/or property. Signs will be placed on the ballot box itself and no free-standing signs will be
installed. Such signage shall comply with all applicable laws and zoning and site plan requirements and be
consistent with Licensor signage on the property upon which the License Area is located.
18. ELECTIONEERING
No electioneering, is permitted within 100 feet of the Official Ballot Drop Box during the Election Period.
Licensor agrees that County and its staff may take steps they deem reasonably necessary to stop or prevent
Omnge County 5 Rent Free Acquisition License
Registrar of Voters
License Number LA-156
CITY OF SANTA ANA
such electioneering. Licensor, its officers, agents, and employees will refrain from erecting or permitting
any sign, display, or other demonstration that may have the effect of influencing or intimidating voters
during the Election Period. County may take the steps they deem reasonably necessary to obscure or remove
any such sign, display, or other demonstration. For purposes of this section, "electioneering" means the
visible display or audible dissemination of information that advocates for or against any candidate or
measure on the ballot within 100 feet of the Official Ballot Drop Box. Such electioneering information
includes but is not limited to,
1. Display of a candidate's name, likeness, or logo;
2. A display of a ballot measure's number, title, subject, or logo;
3. Buttons, hats, pencils, pens, shirts, signs, or stickers containing electioneering information;
4. Dissemination of audible electioneering information; and/or
5. Loitering near or disseminating visible or audible electioneering information.
19. AUTHORITY (SALic-2.8 S)
The persons executing the License below on behalf of County or Licensor warrant that they have the power
and authority to bind County or Licensor to this License.
20. LICENSE ORGANIZATION (SALic-2.9 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.
21. AMENDMENTS (SALic-3.0 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; however, County may modify the License Area, in its discretion, upon
written notification from the Registrar of Voters informing Licensor of the modification and the date the
modification will become effective. The City of Santa Ana must approve all changes and requires a 90-day
notice of any changes. Based on such written notice the Parties agree to thereafter amend this License to
reflect the revised License Area if so desired by either Party.
22. PARTIAL INVALIDITY (SALic-3.1 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.
23. WAIVER OF RIGHTS (SALic-3.2 S)
The failure of Licensor or County to insist upon strict performance of any of the terms, conditions, and
covenants in this Lease shall not be deemed a waiver of any right or remedy that Licensor or County may
have, and shall not be deemed a waiver of any right or remedy for a subsequent breach or default of the
Orange County 6 Rent Free Acquisition License
Registrar of Voters
License Number LA-156
CITY OF SANTA ANA
terms, conditions, and covenants herein contained.
24. GOVERNING LAW AND VENUE (SALic-3.3 N)
This License 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 License, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange
County, California, and the Parties hereto agree to and do hereby submit to the jurisdiction of such court,
notwithstanding Code of Civil Procedure section 394.
The Parties expressly understand and agree that this License constitutes a license for use of the License
Area. This License is not intended by the Parties, nor shall it be legally construed, to convey a leasehold,
easement, or other interest in real property. County acknowledges that a license is a valid form of
agreement and shall not contest the validity of the form of this License in any action or proceeding brought
by County against the Licensor, or by the Licensor against County. Should either Party be compelled to
institute arbitration, legal, or other proceedings against the other for or on account of the other Party's
failure or refusal to perform or fulfill any of the covenants or conditions of this License on its part to be
performed or fulfilled, the Parties agree that the rules and principles applicable to licenses shall govern such
actions or proceedings.
25. ATTORNEYS' FEES (SALic-3.4 S)
In the event of a dispute between Licensor and County concerning claims arising out of this License, or in
any action or proceeding brought to enforce or interpret any provision of this License or where any
provision hereof is validly asserted as a defense, each Party shall bear its own attorney fees and costs.
26. TIME OF ESSENCE (SALic-3.5 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.
27. CONDITION OF LICENSE AREA UPON TERNIINATION (SALic-3.7 S)
Except as otherwise agreed to herein, at its sole cost, County shall, at the expiration or earlier termination of
this Agreement, restore the License Area to its original condition in which it existed immediately prior to the
Agreement, leave the License Area in a neat and clean condition to the sole satisfaction of City, free of trash,
and debris, and remove all property and materials of County..
28. RELATIONSHIP OF PARTIES (SALic-3.9 S)
The relationship of the parties hereto is that of Licensor and County, and it is expressly understood and
agreed that Licensor does not in any way or for any purpose become a partner of or a joint venture with
County in the conduct of County's business or otherwise.
Orange County 7 Rent Free Acquisition License
Registrar of voters
License Number LA-156
CITY OF SANTA ANA
29. NOTICES (SALic-4.0 S)
All written 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 deemed delivered upon personal delivery, delivery by
facsimile machine, electronic mail, or seventy-two (72) hours after deposit in the United States Mail.
To: COUNTY To: LICENSOR
County of Orange
Registrar of Voters
Facilities Operations
1300 South Grand Ave., Bldg. C
Santa Ana CA, 92705
Attention: Kim Hostler
kim.hostlerArov.oc oQ v.com
714 567-5107
30. ATTACHMENTS TO LICENSE (SALic-4.1 S)
City of Santa Ana
Parks, Recreation & Community
Services Agency
Atta: Executive Director of Parks,
Recreation & Community Services
Agency
20 Civic Center Plaza
Santa Ana, CA 92701
With a copy to:
Clerk of the Council
City of Santa Ana
20 Civic Center Plaza (M-29)
Santa Ana, CA 92701
This License includes the following, which are attached hereto and made a part hereof:
I. EXHIBITS
Exhibit A — License Area Description
Exhibit B — Location Map
Exhibit C — Official Ballot Drop Box Specifications
Orange County
Rent Free Acquisition License
Registrar of Voters
License Number LA-156
CITY OF SANTA ANA
1119-LULU-,BLS
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
ORANGE COUNTY,CALIFORNIA
By
B( Kristine Ridge, City Manager
eputy
APPROVED AS TO CONTENT
a
By
Lis Z/zeic....„
dloff
Executive Director
Parks, Recreation&Community
Services Agency
APPROVED AS TO FORM;
Ci Attorney, Sonia R. Carvalho
By O-I , A- . V.19) .6&.CU.-
Laura A. Rossini
Acting Chief Assistant City Attorney
"ATTEST"
0 '•=;;•,:,'1;: ,:'/il
Daisy Gomez
Clerk of the Council
COUNTY
COUNTY OF ORANGE
By
Neal Kelley,Registra oters
Per Resolution No. 091 of the Board of
Supervisors and to Order date July 14, 2020
Date: -).zj\ .20
Orange County 9 Rent Free Acquisition License
Registrar of Voters
License Number LA-156
CITY OF SANTA ANA
•
Francine R. Digitally signed by Francine R.Villareal
Dare.2020.051011:95g-0T00'
Villareal
o �
>, COUNTY OF ORANGE
8' CERTIFICATE OF SELF-INSURANCE
Rx
Office of Risk Management, 601 N. Ross Street, 5th Floor, Santa Ana, CA 92701
Coverage: This is to certify that the County of Orange is self-insured for the following
coverage:
Type of Coverage Self-Insurance Limit
General Liability: Bodily Injury and Property Damage $1,000,000 per occurrence
$2,000,000 per aggregate
Automobile Liability-Vehicles owned, non-owned, and hired $1,000,000 per occurence
•
Workers'Compensation -$20,000,000 SIR applies Statutory
Employers' Liability $1,000,000 per occurrence
Terms,Conditions and Special Items:
The provisions under General Liability,above, shall apply only with respect to claims arising out of the
negligent acts or omissions of the County of Orange, its officers, agents and employees.
Cancellation:
Should any of the above described self-insured coverage be modified or cancelled before the
expiration date shown below,the County of Orange will provide 30 days written notice to the named
certificate holder.
Indemnified Party:
City of Santa Ana, its officers, employees, agents, volunteers and representatives pursuant to the terms
and conditions of License Agreement LA-156.
Certificate Holder Certificate Effective Date; 07/31/20
City of Santa Ana Certificate Expiration Date: Until
20 Civic Center Plaza,4th Floor Terminated
Santa Ana,CA 92701
4 N on�nr Risk Division
t REVIEWED&APPROV®BY:
ATT'N: Risk Management Division
LOCATION 706 N.Newhope St., Santa Ana, CA 92703 RiskMlrnagementAnayst
RE: Ballot Drop Box
OkrwgaKaN.loy�e.rtb
DATE: July 31, 2020- Until Terminated Rhonda Marshall , -� a.-
D.00,07]f1La:U91W
Manager, Risk Management
(714)285-5500
Date Certificate Issued: 07/29/20
EXHIBIT A
LICENSE AREA DESCRIPTION
Property Owner: City of Santa Ana
Current Location: Salgado Community Center
NOT TO BE RECORDED
ORANGE COUNTY REGISTRAR OF VOTERS
BALLOT DROP BOXES
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Rent Free Acquisition License
Regis=of Voters
License Number LA-156
CITY OF SANTA ANA
Orange County
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LOCATION MAP
Property Owner: City of Santa Ana
Current Location: Salgado Community Center
GPS COORDINATES: 33°45'4" N 117155146" W
Salgado Community Center
706 N Newhope St, Santa Ana, CA 92703
1 I Rent Free Acquisition License
Registrar of Voters
License Number LA-156
CITY OF SANTA ANA
EXHIBIT C
OFFICIAL BALLOT DROP BOX SPECIFICATIONS
The Official Ballot Drop Box shall have the following specifications:
1. Metal construction
2. Weight: 1,000 pounds
3. Height: 53.5 inches
4. Width: 65.4 inches
5. Depth: 53.3 inches
As further detailed in the image below:
53.)
7
All boxes will need to be installed with anchor bolts designed for concrete or bolts cast into the
concrete prior to box installation. Minimum installation requires four (4) bolts at '/4" (at minimum).
There are eight (8) fabricated 7/8" diameter holes with 3/16" recess in the box specifically for these
bolts.
Some installations may require leveling and pouring of a concreate pad, if no concrete pad currently
exists or is not level at the install location. Additionally, any relocation or redirection of landscaping
irrigation will be covered as part of the installation process.
Orange County
12
Rent Free Acquisition License
Registrar of Voters
License Number LA-156
CITY OF SANTA ANA