HomeMy WebLinkAboutORANGE, COUNTY OF (19)A-2021-099
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cuSign Envelope ID: 6F7FB189-1879-4940-BAF8-3D813E6BC39B
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AftHeath Care Agency
420 N. Main
Sanm Ana, CA 92701
LICENSE AGREEMENT
THIS LICENSE AGREEMENT ("License") is made and entered into jbthl /n , 2021
("Effective Date"), by and between CITY OF SANTA ANA, a charter city and municipal corporation
(hereinafter referred to as "Licensor") and the COUNTY OF ORANGE, a political subdivision of the State
of California (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."
RECITALS
A. County and Licensor entered into that certain license dated February 1, 2020 ("2020
License"), over that certain real property described in Exhibit A attached hereto under which
Licensor granted County the right to park forty (40) vehicles at 420 N. Main Street, Santa Ana
parking garage. The 2020 License commenced on February 1, 2020 and terminated on
January 31, 2021.
B. The Parties agree that from February 1, 2021 through July 31, 2021, the County shall remain
in possession of the License Area in holdover at the current monthly License Fee of two
thousand and 00/100 dollars ($2,000.00) consistent with the 2020 License.
C. County and Licensor desire to enter into a new License Agreement for County's continued
use of the 420 N. Main Street Santa Ana parking garage and to extend the Term of the
License for five (5) years, through July 31, 2026; with the option to extend the term (the
"Option") of this License, under the same terms and conditions, for one (1) consecutive five
(5) year period ("Extension Term"), as more fully set forth in this License.
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:
"Board of Supervisors" means the Board of Supervisors of the County of Orange, a political subdivision of
the State of California.
"Building" means the building commonly known as the parking structure located at 420 N. Main Street, Santa
Ana, California 92701, constituting a portion of the License Area.
"CEO/Office of Risk Management" means the Risk Manager, County Executive Office, Risk Management,
for the County of Orange, or designee, or upon written notice to Licensor, such other person or entity as shall
be designated by the County Executive Officer or the Board of Supervisors.
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"Chief Real Estate Officer" means the Chief Real Estate Officer, County Executive Office, Real Estate
Section, County of Orange, or upon written notice to Licensor, such other person as shall be designated by
the County Executive Officer.
"City Manager" means the City Manager of the City of Santa Ana, or such other person as shall be
designated by the City Manager.
"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.
"Health Care Agency" or "HCA" means the Health Care Agency, County of Orange, or designee, or upon
written notice to Licensor, such other person or entity as shall be designated by the County Executive Officer
or the Board of Supervisors.
"HCA/Facilities Service Manager" means the Manager, HCA/Facilities Services, County of Orange, or
designee, or upon written notice to Licensor, such other person or entity as shall be designated by the Director
of the Health Care Agency.
2. LICENSE AREA (SALic-1.1 S)
Licensor grants to County the right to access and non-exclusive use of forty (40) parking spaces located in
the parking structure within a portion of that certain property located at 420 N. Main Street, Santa Ana,
California 92701, described in Exhibit A and shown on Exhibit B, which exhibits are attached hereto and by
reference made a part hereof (hereinafter referred to as "License Area,"), 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.
3. USE (SALic-1.2 S)
County's use of the License Area shall be for the parking of automobiles and vehicles, by County, its agents
and employees, purposes or any other lawful purpose. County shall have access to the License Area and use
thereof during the weekly schedule of Monday through Saturday, including County and national Holidays,
during the hours of 6:30 a.m. — 11:00 p.m. ("Access Hours"). 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.
4. PARKING (SALic-1.3 S) — intentionally omitted
5. TERMINATION OF PRIOR AGREEMENTS (SALic-1.4 S)
It is mutually agreed that this License shall terminate and supersede any prior agreements between the
Parties hereto covering all or any portion of the License Area, as defined in that certain License dated
February 1, 2020 by and between both Parties. Notwithstanding the foregoing, this provision shall not
release the Parties from any obligations under any prior agreements to be performed through the
Commencement Date of this License or from any obligations of indemnification based upon events
occurring prior to the effective date of this License.
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6. TERM (SALic-1.5 S)
This License shall commence on August 1, 2021, ("Commencement Date") and shall continue in effect
until July 31, 2026 ("Term"), unless terminated earlier in accordance with Clause 7 (TERMINATION) of
this License.
The Parties shall have the option to extend the term (the "Option") of this License, under the same terms and
conditions, for one (1) consecutive five (5) year period ("Extension Term"), exercised by the Chief Real
Estate Officer and memorialized in an amendment executed by the Chief Real Estate Officer and Licensor.
County shall give Licensor written notice of its intent to exercise its Option to extend the Term no sooner than
twelve (12) months and no later than nine (9) months prior to the License termination date. The Parties agree
that the License Fee during the Extension Term shall be consistent with Clause 8 (LICENSE FEE).
"Term" as used in this License shall mean the initial Term and the Extension Term(s) if the Option is duly
exercised. If the County exercises the Option to extend, County shall continue to have the option to terminate
the License pursuant to Clause 7 (TERMINATION).
7. 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 thirty (30) days written notice to the other Party prior to the termination date.
8. LICENSE FEE (SALic-1.7 S)
County agrees to pay Licensor, starting on the Commencement Date, the sum of Fifty Dollars ($50.00) per
parking space ("Per Parking Space Rate"), which equates to the total sum of Two Thousand Dollars
($2,000.00) per month, as a fee for use of the License Area ("License Fee").
During the Term of this License, Licensor reserves the right to change the above -mentioned Per Parking Space
Rate in the event of an increase in rates for the general public at the parking structure as determined by
Licensor, upon no less than thirty (30) days prior written notice to County consistent with Clause 31
(NOTICES). The License Fee shall be adjusted consistent with the new Per Parking Space Rate, which shall
not exceed seventy and 00/100 dollars ($70.00) per parking space at any time during the Term,
To obtain License Fee payments due hereunder, Licensor (or Licensor's designee) shall submit to the County's
HCA/Facilities Service Manager office in a form acceptable to the HCA/Facilities Service Manager, a written
claim for said payments.
Payment shall be due and payable within twenty (20) days after the later of the following:
A. The first day of the month following the month earned; or
B. Receipt of Licensor's written claim by the HCA/Facilities Service Manager
In the event the obligation to reimburse or pay begins or terminates on some day other than the first or last day
of the month, the fee shall be prorated to reflect the actual period of use based on a thirty (30) day month.
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9. UTILITIES, MAINTENANCE AND JANITORIAL (SALirr1.8 N)
Licensor shall keep the License Area clean and in good repair during any time which County, or their
respective agents and employees, 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.
10. ALTERATIONS (SALic-19 N) — intentionally omitted
11. OWNERSHIP OF IMPROVEMENTS (SALic-2.0 N) — intentionally omitted
12. OPERATIONAL REQUIREMENTS OF COUNTY (SALic-2.1 N) —intentionally omitted
13. INSURANCE (SALic-2.2 N)
Both County and Licensor are self -insured government entities, Licensor shall keep in force during the Term
and of this License such self-insurance covering the loss or damage to the License Area to the full insurable
value of the improvements located on the Building (including the full value of all improvements and fixtures
owned by Licensor) at least in the amount of the full replacement cost thereof, and in no event less than the
total amount required by any lender holding a security interest, as well as covering all injuries occurring
within the building and the License Area.
14. INDEMNIFICATION (SALic-2.3 N)
Licensor hereby agrees to indemnify, hold harmless, and defend County, its elected and appointed officials,
officers, agents, employees, and those special districts and agencies which the Board of Supervisors acts as the
governing board, with counsel approved by County, against any and all claims, loss, demands, damages, cost,
expenses or liability arising out of the ownership, maintenance, or use of the License Area, except for liability
arising out of the negligence of County, its elected and appointed officials, officers, agents, or employees,
including the cost of defense of any lawsuit arising therefrom.
County hereby agrees to indemnify, hold harmless, and defend Licensor, its elected and appointed officials,
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 negligence of
Licensor, its elected and appointed officials, officers, agents, or employees, including the cost of defense of
any lawsuit arising therefrom.
In the event judgment is entered against County and Licensor because of the concurrent 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 Party shall request a jury apportionment.
15. ASSIGNMENT AND SUBAGREEMENTS (SALic-2.4 N)
County has the right to assign or sublicense, so long as Licensor provides County with prior written consent
to assign or sublicense, which consent shall not be unreasonably delayed or withheld.
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16. LABOR CODE COMPLIANCE (SALic-2.5 N) — intentionally omitted
17. RIGHT TO WORD AND MINIMUM WAGE LAWS (SALic-2.6 N) — intentionally omitted
18. SIGNS (SALic-2.7 N)
County may only install and maintain any sign or display upon or in front of the License Area and/or Building
after receiving written approval from Licensor. Licensor reserves the right to approve or deny any County
request to install signs in its sole discretion. If approved, such signage shall comply with all applicable laws
and zoning and site plan requirements. Additionally, County shall be responsible for all costs associated with
installation, maintenance, and removal of any signs approved by Licensor.
19. AUTHORITY (4.0 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,
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 License 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 terms,
conditions, and covenants herein contained.
24. GOVERNING LAW AND VENUE (SALio•3.3 S)
This License has been negotiated and executed in the State of California and shall be governed by and
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construed under the Iaws 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,
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 attorneys' 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. INSPECTION OF LICENSE AREA BY A CERTIFIED ACCESS SPECIALIST (SALie-3.6 S)
A Certified Access Specialist ("CASp") can inspect the License Area and determine whether the License
Area comply with all of the applicable construction -related accessibility standards under state law. Although
state law does not require a CASp inspection of the License Area, the commercial property owner or licensor
may not prohibit the licensee or tenant from obtaining a CASp inspection of the License Area for the
occupancy or potential occupancy of the licensee or tenant, if requested by the licensee or tenant. The Parties
shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the
fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction -
related accessibility standards within the License Area,
Pursuant to California Civil Code 1938, Licensor hereby represents that the License Area has not undergone
an inspection by a certified access specialist and no representations are made with respect to compliance with
accessibility standards, If it is determined during this tenancy that a violation of handicapped access laws
(including the Americans with Disabilities Act) exists at the License Area, Licensor shall correct such non-
compliance at Licensor's cost.
28. CONDITION OF LICENSE AREA UPON TERNIINATION (SALic-3.7 S)
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, war, and any act of war excepted.
29. DISPOSITION OF ABANDONED PERSONAL PROPERTY (SALic-3.8 S)
County shall have the right to remove and to dispose of such personal property within a reasonable time upon
termination of this License (whether by the terms of this License, abandonment, or matter of law) without
liability therefor to County or to any person claiming under County. If the County should fail to remove such
personal property within a reasonable time, then, at Licensor's option, the personal property may be deemed
transferred to the Licensor.
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30. 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, and the provisions of this License and the agreements relating to
License Fee payable hereunder are included solely for the purpose of providing a method by which rental
payments are to be measured and ascertained.
31. 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 City of Santa Ana
County Executive Office P.O. Box 1988
333 West Santa Ana Blvd., 3rv1 Floor Santa Ana, CA 92701
Santa Ana, CA 92701-4084 Attn: City Manager
Attn: Chief Real Estate Officer
32. FORCE MAJEURE (N)
For purposes of this License, the term "Force Majeure" means any of the following events which are beyond
the control of either Party: act of God, unavailability of equipment or materials (but only if such equipment
and materials were ordered in a timely fashion), enemy or terrorist act, act of war, riot or civil commotion,
strike, lockout or other labor disturbance, fire, earthquake, explosion, governmental delays (including
nonstandard delays in issuance of any permit or other necessary governmental approval or the scheduling
of any inspections or tests), nonstandard delays by third party utility providers, or any other matter of
any kind or character beyond the reasonable control of the Party delayed or failing to perform under this
License despite such Party's best efforts to fulfill the obligation. "Best Efforts" includes anticipating any
potential force majeure event and addressing the effects of any such event (a) as it is occurring and (b) after
it has occurred, to prevent or minimize any resulting delay to the greatest extent possible. Force Majeure
shall not include inability to obtain financing or other lack of funds. Licensor and County shall be excused
for the period of any delay in the performance of any obligation hereunder when such delay is occasioned by
causes beyond its control.
33. LIMITATION OF THE LICENSE (AMLC-13.1 N)
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.
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34. COMPLIANCE WITH RULES, REGULATIONS AND LAWS (N)
County shall, and shall take reasonable steps to ensure its respective agents and employees, comply with all
laws, rules, regulations and requirements applicable to the License Area.
35. 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.
36. QUIET ENJOYMENT (9.13 N)
Licensor agrees that, subject to the terns, covenants, and conditions of this License, County may, upon
observing and complying with all terns, covenants, and conditions of this License, peaceably and quietly
occupy the License Area,
37. PAYMENT CARD COMPLIANCE (9.18 N)
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 hidustiy Data Security Standard ("PCI DSS") and Payment Application Data Security
Standard ("PA DSS") compliant and will remain compliant during the entire duration of this
License. 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. Upon demand by County, Licensor shall provide to County
written certification of Licensor's PCI DSS and/or PA DSS compliance.
38. ATTACHMENTS TO LICENSE (SALic-4.1 S)
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
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This License may be executed in one or more counterparts, each of which will be deemed an original signature
but all of which together will constitute one and the same instrument.
IN WITNESS WHEREOF, the Parties have executed this License the day and year first above written,
APPROVED AS TO FORM:
OFFICE OF COUNTY COUNSEL
ORANGE COUNTY, C� AAmichaelA.Haubert
ON: cn=Michael A. Haubert, o—{ounty
of Orange, ou=County Counsel,
Mc4(A email=michaethauben@ oco.ocgovco
m,c=U5
By: _ Date,2021052517U1:13-07'00'
Deputy
RECOMMENDED FOR APPROVAL
HEALTH CARE AGENCY
aoaagneaq:
By Pth vs
Director of Administration
COUNTY EXECUTIVE OFFICE
By.
CE RE Ahninistrative Manager
*** Pursuant to the requirements of California Corporations Code
section 313, one of the following two methods must be used by a
corporation when it enters into a contract with the County: Two
people must sign the document. One of them must be the chairman
of the board, the president or any vice president. The other must be
the secretary, any assistant secretary, the chief financial officer or
any assistant treasurer. One corporate officer may sign the
document, providing that written evidence of the officer's authority
to bind the corporation with only his or her signature must be
provided. This evidence would ideally be a corporate resolution.
LICENSOR
CITY OF SANTA ANA,
a municipal corporation
By:
City Manager, Cit7bf9arrta Ana
APPROYFD AS TO FORM:
By: _— Ryan O Hodoe _
Assistant City Attorney, City of Santa Ana
ATTEST-
By:�,
Daisy Gomez, MMC City Clerk
Clerk of the Council
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SIGNED AND CERTIFIED THAT A
COPY OF THIS DOCUMENT HAS BEEN
DELIVERED TO THE CHAIR OF THE BOARD
PER GC § 25103, RESO. 79-1535
Attest:
ROBIN STIFLE
Clerk of the Board of Supervisors
of Orange County, California
DIEM]
COUNTY
COUNTY OF ORANGE
Chairman of the Board of Supervisors
Orange County, California
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Ig/:1:II:]Y17c�
LOCATION MAP
420 North Main Street ._ Parking Structure
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