HomeMy WebLinkAboutORANGE, COUNTY OF (17)N-2024-067
tooLicense Number LA-179
Registrar of Voters
oCITY OF SANTA ANA
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LICENSE AGREEMENT
THIS LICENSE AGREEMENT ("License") is made and entered into February 20, 2024 ("Effective Date"),
by and between CITY OF SANTA ANA, (hereinafter referred to as "Licensor") and the COUNTY OF
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 20, 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
open 24 hours a day for the 30 days prior to an election ("Election Period"). County shall endeavor
to notify Licensor with an election schedule no later than 30 days before the Election Period
Orange County
CITY OF SANTA ANA
Rent Free Acquisition License
Registrar of Voters
License Number LA-179
pursuant to Clause 28 (NOTICES).
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. 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 (SALic-1.5 S)
This License shall commence on the Effective Date written above and shall continue in effect for six (6) months
("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 20 (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. LICENSE 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 license fee shall be waived
for County's use of the Licensed Area.
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.
Orange County 2 Rent Free Acquisition License
Registrar of Voters
License Number LA-179
CITY OF SANTA ANA
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.
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.
Orange County
CITY OF SANTA ANA
Rent Free Acquisition License
Registrar of Voters
License Number LA-179
13. INDEMNIFICATION (SALic-2.3 S)
a. Licensor hereby agrees to indemnify, hold harmless, and defend County, its officers, agents, and
employees, 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 by
Licensor, except for liability arising out of the sole negligence 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.
b. 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 negligence 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.
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 Party
shall request a jury apportionment.
d. The provisions of this Section shall survive the termination or expiration of this License.
14. 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 unreasonable withheld, conditioned or delayed.
15. 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.
16. 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
Orange County
CITY OF SANTA ANA
Rent Free Acquisition License
Registrar of Voters
License Number LA-179
Area and/or property. 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.
17. 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
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.
18. 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.
19. 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.
20. 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. 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.
21. 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.
Orange County 5 Rent Free Acquisition License
Registrar of Voters
License Number LA-179
CITY OF SANTA ANA
22. 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 terms,
conditions, and covenants herein contained.
23. 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.
24. 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.
25. 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.
26. CONDITION OF LICENSE AREA UPON TERMINATION (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.
27. 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 6 Rent Free Acquisition License
Registrar of Voters
License Number LA-179
CITY OF SANTA ANA
28. 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
County of Orange
Registrar of Voters
Facilities Operations
1300 South Grand Ave., Bldg. C
Santa Ana CA, 92705
Attention: Kim Hostler
kimberly.hostler@ocvote.gov
714 567-5107
29. INSURANCE REQUIREMENTS
To: LICENSOR
City of Santa Ana
20 Civic Center Plaza
Santa Ana, CA 92701
Attention: Jennifer Hall
jhall@santa-ana.org
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 an act or occurrence arising out of County use of
the License Area, including, 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 Licensor, its officers,
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 Licensor; 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 self-insurance. Prior to commencing the performance of services under this License,
County agrees to obtain and maintain any employer's liability insurance with limits not less than
$1,000,000 per accident.
Orange County
CITY OF SANTA ANA
Rent Free Acquisition License
Registrar of Voters
License Number LA-179
d. Certificate of Self -Insurance: Prior to execution of this License, County shall furnish to Licensor a
Certificates of Self -Insurance evidencing the foregoing insurance coverages as required by this
License.
e. County shall maintain the foregoing insurance coverages in force throughout the term of this
License.
30. 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
Exhibit C — Official Ballot Drop Box Specifications
Orange County
CITY OF SANTA ANA
8
Rent Free Acquisition License
Registrar of Voters
License Number LA-179
N-2024-057
IN WITNESS WHEREOF, the Parties have executed this License the day and year first above written.
APPROVED AS TO FORM:
SONIA R. CARVALHO
CITY ATTORNEY
By: C.O u�ta t4�b t tit
Laura A. Rossini
Chief Assistant City Attorney
APPROVED AS TO FORM:
OFFICE OF COUNTY COUNSEL
ORANGE COUNTY, CALIFORNIA
Orange County
LICENSOR
CITY OF SANTA ANA
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By 00MM -/
Tom Hatch
Interim City Manager
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COUNTY
COUNTY OF ORANGE
By Q/4"� V
Bob P ge, Registrar of rs Per Resolution No.
20-091 of the Board of Supervisors and Minute
Order date July 14, 20 0
Date: -'
Rent Free Acquisition License
Registrar of Voters
License Number LA-179
CITY OF SANTA ANA
EXHIBIT A
LICENSE AREA DESCRIPTION
Property Owner: City of Santa Ana
Current Location: 1433 S Bristol St, Santa Ana, CA 92704
NOT TO BE RECORDED
ORANGE COUNTY REGISTRAR OF VOTERS
BALLOT DROP BOXES
License Area Description
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Orange County
CITY OF SANTA ANA
10
Rent Free Acquisition License
Registrar of Voters
License Number LA-179
EXHIBIT B
LOCATION MAP
Property Owner: City of Santa Ana
Current Location: 1433 S Bristol St, Santa Ana, CA 92704
GPS COORDINATES: 33149'39.2" N 117153'05.6" W
Orange County
CITY OF SANTA ANA
HE
Rent Free Acquisition License
Registrar of Voters
License Number LA-179
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:
57.3 - 65.d
BALL
DROPBOX
48
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SLOT wn44-VP DROP BOX $ '
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*Measurements in inches
Installation includes:
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 3/4" (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
CITY OF SANTA ANA
12
Rent Free Acquisition License
Registrar of Voters
License Number LA-179
COUNTY OF ORANGE
CERTIFICATE OF SELF-INSURANCE
Office of Risk Management, 400 W. Civic Center Dr., 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 aggregrate
Automobile Liability: Vehilces owned, Non -owned, and Hired
$1,000,000 per occurrence
Worker's Compensation - $20,000,000 SIR applies
Employer's Liability
Statutory
$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, employees, and agents.
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, agents and employees.
Certificate Holder
City of Santa Ana
20 Civic Center Plaza
Santa Ana, CA 92701
ATTN: Jennifer Hall
RE: Vote Center - Agreement Number LA-179
LOCATION: 1433 S. Bristol St., Santa Ana, CA 92704
DATE: February 20, 2024 - August 20, 2024
Certificate Effective Date: 02/20/24
Certificate Expiration Date: 08/20/24
Calvin Digitally signed Calvin Wong
DN: n Calvin Wong, o=CounTy
of Orarange, ou=CEO/Risk
Management,
Wong email=calvin—g@ocgov.-M,
c=US
Date: 2024.02.20 13:4105-08,00,
Manager, Risk Management
(714) 285-5500
Date Certificate Issued: 02/20/24