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HomeMy WebLinkAboutORANGE COUNTY TRANSPORTATION AUTHORITY (OCTA) (OC-87)N-1997-038 ORANGE COUNTY TRANSPORTATION AUTHORITY t(,! C, v V' -a5 ��, LICENSE AGREEMENT ORANGE COUNTY TRANSPORTATION AUTHORITY LICENSE AGREEMENT This LICENSE AGREEMENT ("Agreement') is made and entered into as of March 4, 1997 by and between the ORANGE COUNTY TRANSPORTATION AUTHORITY, a public agency existing under the authority of the laws of the State of California (" ,}CTA"), and the City of Santa Ana ("Licensee'), upon and in consideration of the agreements, covenants, terms and conditions below: 1. Description of License Property: A triangular shaped piece of land located adjacent to the City of Santa Ana's Santiago Park Water Reservoir at MP 173.51 in the City of Orange, CA, as further indicated on Exhibit "A" attached hereto. Approximate area: 11,000 +/- square feet. Z Use of License Property: A City of Santa Ana Police Department canine training facility only, and no other uses. 3. Commencement Date: March 4, 1997. 4, Term: Month-to-month, with six months notice to terminate. 5. License Fees: A. Base License Fee: $500 per year, payable annually in advance. .. =711 -- One time fee: $ 500 C. Base License Fee Adjustment Dates: Annually based on CPL 'INITIAL INITIAL 6. insurance Amount: See Exhibit "B" Page 1 of 15 7 91 FILE: OC -87 OCTA's Address: *TcwEel *0i111ki IIraI h ^ ZiI: s . s 550 S. Main Street P. O. Box 14184 Orange, CA 92613-1584 Licensee's Address: CITY OF SANTA ANA P.O. Box 1988 Santa Ana, CA 92702 Facility: A canine training facility including two 4 inch thick concrete pads, a storage container, a 20 foot office trailer, a portable kennel, various canine training obstacles, and fencing required hereunder. The foregoing Basic License Provisions and the General License Provisions set forth in attached Part 11 are incorporated into and made part of this Agreement. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the date first written above. OCTA: ORANGE COUNTY TRANSPORTATION AUTHORITY By: A71 r.3T® Lupe Changala Project Manager, Right of Way CITY OF SANTA ANA Name: Title: �y,�,3, Managar Page 2 of 15 Approved as Co for Qeput/ City A orney FILE: OC -87 1.1 License. OCTA hereby gives Licensee a non-exclusive license in, on, over, under, across and along the real property of OCTA in the location shown in the diagram attached hereto as Exbibft :L and incorporated herein by reference, and described in Item 1 of the Basic License Provisions (the "_Li"annse Prooeriy" ), for construction, installation, operation, alteration, maintenance, reconstruction and/or removal of the Facility described in Item 9 of the Basic License Provisions, and any usual, necessary and related appurtenances thereto (the "'Faciliiv'), for the purposes described in Item 2 of the Basic License Provisions, together with rights for access and entry onto the License Property as necessary or convenient for the use of the Facility. in connection with this license, Licensee, its employees, agents, customers, visitors, invitees, licensees and contractors (collectively, "Licensee's Parties"), subject to the provisions hereof, may have reasonable rights of entry and access onto adjoining real property (or any interest therein) of OCTA if necessary for the use of the Facility or the License Property, with the time and manner of such entry and access to be subject to OCTAs prior written approval. The License Property, adjoining real property (or any interest therein) of OCTA and personal property of OCTA located thereon shall hereinafter collectively be referred to as OCTA Property ("OCTA Propedy"). 1.2 Termfo Agreement. The term ("Term") of this Agreement shall commence on the "CoMmencemenL ate" specified in Item 3 of the Basic License Provisions. Unless a specific term of this Agreement is filled in at Item 4 of the Basic License Provisions, this Agreement shall continue in full force and effect on a month-to-month basis as provided in Item 4 of the Basic License Provisions until terminated by either party on six (6) months prior written notice. If Item 4 of the Basic License Provisions provides for a specific term, then this Agreement shall be a license for the term specified in said Item 4; provided, however, that OCTA shall have the absolute right to terminate this Agreement prior to the date specified in Item 4 in its sole discretion by delivering thirty (30) days' prior written notice to Licensee. 1.3 Condition of Premises. Licensee acknowledges that it has inspected and accepts the License Property in its present condition as suitable for the use for which this license is given. Execution of this Agreement by Licensee shall be conclusive to establish that the License Property is in good and satisfactory condition as of the Commencement Date. Page 3 of 15 FILE: OC -87 iacui��iaca 2.1 License Fee. As consideration for the rights given hereunder, Licensee agrees to pay to OCTA the Base License Fee specified in Item 5 of the Basic License Provisions, as such amount may be adjusted as set forth in Section 2.2, and the Additional License Fee specified in Item 5 of the Basic License Provisions. The one time Additional License Fee and the first month's or year's, as the case may be, Base License Fee are due and payable upon execution of this Agreement. Thereafter, the Base License Fee, as such fee may be adjusted pursuant to the provisions of Section 2.2, shall be due and payable, without demand, on or before one month or year, as the case may be, after the Commencement Date and in each month or year, as the case may be thereafter. The Base License fee for any fractional period at the end of the Term shall be prorated on a daily basis and shall be due and payable without demand. 2.2.1 Annual CPI Adjustment. The Base License Fee shall be increased, but not decreased, as provided below on the first day of each month during which an annual anniversary of the Commencement Date occurs unless another date(s) is provided in Item 5 of the Basic License Provisions (the "Adjustment Date" ). The adjusted Base License Fee as of each Adjustment Date shall be the greater of the Base License Fee on the day preceding that Adjustment Date or that amount multiplied by a fraction, the numerator of which is the CPI figure for the third month preceding the month during which the particular Adjustment Date occurs and the denominator of which is the CPI figure for the month that is three (3) months prior to the month containing the prior Adjustment Date or, if none, the Commencement Date. As used in this section, the "CPI" means the Consumer Price Index for Urban Wage Earners and Clerical Workers, Los Angeles/Anaheim/Riverside, all items (1982-84 = 100), published by the U.S. Department of Labor, Bureau of Labor Statistics, or if such index is no longer published, the U.S. Department of Labor's most comprehensive official index then in use that most nearly corresponds to the index named above. If it is calculated from a base different from the base period 1982-84 = 100, figures used for calculating the adjustment shall first be converted to the base period used under a formula supplied by the Bureau. If a comparable index shall no longer be published by the U.S. Department of Labor, another index generally recognized as authoritative shall be substituted by OCTA. 2.2.2 Fir Maftt Adjustment. At intervals of not less than three (3) years, the Base License Fee (as such fee may be adjusted by Section 2.2 1, above) payable under this Section 2 shall be increased, but not decreased, in order to adjust the fee to the then fair market rental value of the License Property as determined by OCTA in good faith discretion. Such increases shall be effective on an anniversary date of the Page 4 of 15 FILE: 0"7 Commencement Date. OCTA shall give Licensee written notice of the date and amount of any such adjustment not less than thirty (30) days prior to the applicable anniversary date. If no adjustment is made on the third anniversary of the Commencement Date, an adjustment may nevertheless be made on subsequent anniversary date and thereafter at intervals of not less than three (3) years apart. Any such adjustment may take into consideration the increase in fair market rental value since the last adjustment. 2.3 Late Charae. Licensee acknowledges that late payment by Licensee of any payment owed to OCTA under this Agreement will cause OCTA to incur costs not contemplated by this Agreement. Therefore, if any payment due from Licensee is not received by OCTA within five (5) days of the date when due, Licensee shall pay to OCTA an additional sum of ten percent (10%) of the overdue payment as a late charge, up to a maximum amount of $500 for each late payment. The parties agree that this late charge represents a fair and reasonable estimate of the administrative costs that OCTA will incur by reason of a late payment by Licensee. Acceptance of any late payment charge shall not constitute a waiver of Licensee's default with respect to the overdue payment, and shall not prevent OCTA from exercising any of the other rights and remedies available to OCTA under this Agreement, at law or in equity, including, but not limited to, the interest charge imposed pursuant to Section 24.5. 3. Taxes. Licensee shall be liable for and agrees to pay promptly and prior to delinquency, any tax or assessment, including but not limited to any possessory interest tax, levied by any governmental authority: (a) against the Facility, the License Property and/or any personal property, fixtures or equipment of Licensee used in connection therewith, or (b) as a result of the Facility's operations. 4. Construction. Any work performed or caused to be performed by Licensee on the Facility or the License Property shall be performed (a) at Licensee's sole cost and expense; (b) in accordance with any and all applicable laws, rules and regulations (including the OCTA's rules and regulations), and (c) in a manner which (i) meets or exceeds the then applicable standards of the industry for such work, and (ii) is satisfactory to OCTA. Prior to commencement of any construction, reconstruction, installation, restoration, alteration, repair, replacement or removal (other than normal maintenance) (hereinafter, "") on the License Property, Licensee shall submit work plans to OCTA for review and approval. Any such Work must be carried out pursuant to work plans approved in writing by OCTA. In addition, Licensee shall provide OCTA and all holders of underground utility facilities located within the License Property with at least 10 calendar days' written notice prior to commencement of any Work on the License Property or the Facility, except in cases of emergency, in which event Licensee shall notify OCTA's representative personally or by phone prior to commencing any Work. Unless otherwise requested by OCTA, upon completion of any Work, Licensee shall Page 5 of 15 FILE: OC -87 restore the OCTA Property to its condition immediately preceding the commencement of such Work. 5. Contractors: Approval and Insurance. Any contractors of Licensee performing Work on the Facility or the License Property shall first be approved in writing by OCTA. With respect to such Work, Licensee shall, at its sole cost and expense, obtain and maintain in full force and effect, throughout the term of such Work, insurance, as required by OCTA, in the amounts and coverages specified on, and issued by insurance companies as described on, Exhibit 'B" attached hereto and incorporated herein by reference. Additionally, Licensee shall cause any and all of its contractors and subcontractors which may (a) be involved with such Work, or (b) may, for any reason, need to enter onto the License Property, to obtain and maintain in full force and effect during the Term of this Agreement, or throughout the term of such Work (as applicable), insurance, as required by OCTA, in the amounts and coverages specified on, and issued by insurance companies as described on, Exhibit "B". OCTA reserves the right, throughout the Term of this Agreement, to review and change the amount and type of insurance coverage it requires in connection with this Agreement on the Work to be performed on the License Property. 6. Reimbursement. Licensee agrees to reimburse OCTA for all reasonable costs and expenses incurred by OCTA in connection with Work on or maintenance of the License Property or the Facility, including, but not limited to, costs incurred by OCTA in furnishing any materials or performing any labor, reviewing Licensee's Work plans and/or inspecting any Work, installing or removing protection beneath or along OCTA's tracks, furnishing of watchmen, flagmen and inspectors as OCTA deems necessary and such other items or acts as OCTA in its sole discretion deems necessary to monitor or aid in compliance with this Agreement. 7. Lkm, Licensee will fully and promptly pay for all materials joined or affixed to Facility or the OCTA Properly, and fully and promptly pay all persons who perform labor upon said Facility or the OCTA Property. Licensee shall not suffer or permit to be filed or enforced against the OCTA Property or the Facility, or any part thereof, any mechanics', materialmen's, contractors', or subcontractors' liens or stop notices arising from, or any claim for damage growing out of, any testing, investigation, maintenance or Work, or out of any other claim or demand of any kind. Licensee shall pay or cause to be paid all such liens, claims or demands, including sums due with respect to stop notices, together with attorney's fees incurred by OCTA with respect thereto, within ten (10) business days after notice thereof and shall indemnify, hold harmless and defend OCTA from all obligations and claims made against OCTA for the above described work, including attorney's fees. Licensee shall furnish evidence of payment upon request of OCTA. Licensee may contest any lien, claim or demand by furnishing a statutory lien bond or equivalent with respect to stop notices to OCTA in compliance with applicable California law. If Licensee Page 6 of 15 FILE: OC -87 does not discharge any mechanic's liens or stop notice for works performed for Licensee, OCTA shall have the right to discharge same (including by paying the claimant), and Licensee shall reimburse OCTA for the cost of such discharge within ten (10) business days after billing. OCTA reserves the right at any time to post and maintain on the OCTA Property such notices as may be necessary to protect OCTA against liability for all such liens and claims. The provisions of this Section shall survive the termination of this Agreement. 8. Maintenance and Repair. Licensee, at Licensee's sole expense, shall maintain the License Property and the Facility in a condition satisfactory to OCTA during the Term of this Agreement and shall perform all maintenance and clean-up of the License Property and the Facility as necessary to keep the License Property and the Facility in good order and condition, to OCTA's satisfaction and in accordance with applicable city codes. Licensee shall be responsible for any citations issued by any agency having jurisdiction as a result of Licensee's failure to comply with local codes. If any portion of the OCTA Property, including improvements or fixtures, suffers damage by reason of the access to or use of the License Property, by Licensee, Licensee's Parties or by Licensee's partners, officers or directors, including but not limited to damage arising from any test or investigations conducted upon the License Property, Licensee shall, at its own cost and expense, immediately repair all such damage and restore the OCTA Property to as good a condition as before such cause of damage occurred. Repair of damage shall include, without limitation, regrading and resurfacing of any holes, ditches, indentations, mounds or other inclines created by an excavation by Licensee or Licensee's Parties. 9. Landscaping and Protective F ne cine. If required by OCTA, Licensee, at its sole cost and expense, shall install barrier fencing and/or landscaping to shield the railroad track area from public access and/or the Facility from public view. OCTA shall have the right to review and approve fencing andlor landscaping plans prior to installation. All fencing and/or landscaping work shall be done in accordance with the provisions of Sections 4 and 5 above and will be subject to the maintenance and repair provisions of Section 8 above. 10. Ule. The License Property and the Facility shall be used only for the purposes specified in Item 2 of the Basic License Provisions and for such lawful purposes as may be directly incidental thereto. No change shall be made by Licensee in the use of the License Property, the Facility or the commodity or product being conveyed through the Facility (if any) without OCTAs prior written approval. 11. Abandonment. Should Licensee at anytime abandon the use of the Facility or the License Property, or any part thereof, or fail at any time for a continuous period of ninety (90) days to use the same for the purposes contemplated herein, then this Agreement shall terminate to the extent of the portion so abandoned or discontinued, and in addition Page 7 of 15 FILE: OC -87 to any other rights or remedies, OCTA shall immediately be entitled to exclusive possession and ownership of the portion so abandoned or discontinued, without the encumbrance of this Agreement. OCTA, at its option, may remove any improvements remaining on the abandoned property, at Licensee's expense. 12. Breach. Should Licensee breach, or fail to keep, observe or perform any agreement, covenant, temp or condition on its part herein contained, then, in addition to any other available rights and remedies, OCTA at its option may: (a) perform any necessary or appropriate corrective work at Licensee's expense, which Licensee agrees to pay to OCTA upon demand, or (b) with or without written notice or demand, immediately terminate this Agreement and at any time thereafter, recover possession of the License Property or any part thereof, and expel and remove therefrom Licensee or any other person occupying the License Property, by any lawful means, and again repossess and enjoy the License Property and the Facility, without prejudice to any of the remedies that OCTA may have under this Agreement, at law or in equity by reason of Licensee's default or of such termination. 13. SurLed r. Upon termination of this Agreement, unless otherwise requested in writing by OCTA prior to the date of termination, Licensee, at its own cost and expense, shall immediately remove the Facility and restore the OCTA Property as nearly as possible to the same state and condition as existed prior to the construction, reconstruction or installation of said Facility. Should Licensee fail to comply with the requirements of the preceding sentence, OCTA may at its option (a) perform the same at Licensee's expense, which costs Licensee agrees to pay to OCTA on demand, or (b) assume title and ownership of said Facility. No termination hereof shall release Licensee from any liability or obligation hereunder, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date the Facility is removed and the OCTA Property is restored. 14, Indemnift.ication. Licensee, on behalf of itself and its successors and assigns, agrees to indemnify, defend (by counsel satisfactory to OCTA), and hold harmless OCTA, Southern California Regional Rail Authority, and their officers, directors, commissioners, employees, agents, contractors, successors and assigns (individually and collectively, "Indemnitees'), to the maximum extent allowed by law, from and against all loss, liability, claims, demands, suits, liens, claims of lien, damages (including consequential damages), costs and expenses (including, without limitation, any fines, penalties, judgments, litigation expenses, and experts' and attorneys' fees) (collectively "Claims and Expenses"), that are incurred by or asserted against Indemnitees arising out of or connected in any manner with the acts or omissions to act of the Licensee, or its officers, FILE: OC -87 directors, affiliates, Licensee's Parties or anyone directly or indirectly employed by or for whose acts Licensee is liable (collectively, "Pemonnel") in connection with the OCTA Property or arising from the presence upon or performance of activities by Licensee or its Personnel with respect to the OCTA Property, including those Claims and Expenses (a) for bodily injury or death of any person (including employees of Indemnitees) or damage to or loss of use of property or (b) in connection with the non-performance or breach by Licensee or its Personnel of any term of condition of this Agreement, in each case whether the Claims and Expenses and/or events giving rise thereto occur during the Term of this Agreement or thereafter. The foregoing indemnity shall be effective regardless of any negligence (whether active, passive, derivative, joint, concurring or comparative) on the part of Indemnitees, unless caused solely by the negligence or willful misconduct of Indemnitees; shall survive termination of this Agreement; and is in addition to any other rights or remedies which Indemnitees may have under the law or under this Agreement. Upon request of OCTA, Licensee shall provide insurance coverage for possible claims or losses covered by the indemnification and defense provisions of this Agreement. Claims against the Indemnitees by Licensee or its Personnel shall not limit the Licensee's indemnification obligations hereunder in any way, whether or not such claims against Indemnitees may result in any limitation on the amount or type of damages, compensation, or benefits payable by or for Licensee or its Personnel under workers' compensation acts, disability benefit acts or other employee benefit acts or insurance. 15. Assumption of Risk and Waive. To the maximum extent allowed by law, Licensee assumes any and all risk of loss, damage or injury of any kind to any person o, property, including, without limitation, the Facility, the License Property and any other property of, or under the control or custody of, Licensee, which is on or near the License Property. Licensee's assumption of risk shall include, without limitation, loss or damage caused by defects in any structure or improvement on the OCTA Property, accident, fire or other casualty on the OCTA Property, or electrical discharge, noise or vibration resulting from OCTA's transit operations on or near the OCTA Property. The term "OCTA" as used in this section shall include: (a) any transit or rail -related company validly operating upon or over OCTA's tracks or other property, and (b) any other persons or companies employed, retained or engaged by OCTA. Licensee, on behalf of itself and its Personnel (as defined in Section, 14) as a material part of the consideration for this Agreement, hereby waives all claims and demands against OCTA for any such loss, damage or injury of Licensee and/or its Personnel. In that connection, Licensee waives the benefit of California Civil Code Section 1542, which provides as follows: Page 9 of 15 FILE: OC -87 A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor. Licensee accepts the risk that the facts or the law may later turn out to be different than Licensee understands them to be at this time and acknowledges that this assumption of risk and waiver will not be affected by such different state of facts or law. The provisions of this Section shall survive the termination of this Agreement. 16. Insurance. Licensee, at its sole cost and expense, shall obtain and maintain in full force and effect during the Term of this Agreement insurance as required by OCTA naming OCTA as additional insured in the amounts and coverages specified and issued by insurance companies as described on ib' _"R". OCTA reserves the right, throughout the Term of this Agreement, to review and change the amount and type of insurance coverage it requires in connection with this Agreement or the Work to be performed on the License Property. Prior to (a) entering the License Property or (b) performing any Work or maintenance on the License Property, Licensee shall furnish OCTA with insurance endorsements or certificates, evidencing the existence, amounts and coverages of the insurance required to be maintained hereunder. In most instances, OCTA does not allow self-insurance, however, if Licensee can demonstrate assets and retention funds meeting OCTA's self-insurance requirements, OCTA may permit Licensee to self -insure, provided, however that the right to self -insure with respect to any coverage required to be maintained hereunder may be granted or revoked by OCTA at its sole and absolute discretion. OCTA shall not be liable for the payment of any premiums or assessments for insurance required to be maintained by Licensee under this Agreement. 17. Tests and Inspection. OCTA shall have the right at any time to inspect the License Property and the facility so as to monitor compliance with this Agreement. OCTA shall be permitted to conduct any tests or assessments, including but not limited to environmental assessments, of, on or about the License Property, as it determines to be necessary in its sole judgment or useful to evaluate the condition of the License Property. Licensee shall cooperate with OCTA and its agents in any tests or inspections deemed necessary by OCTA. Licensee shall pay or reimburse OCTA and appropriate regulatory agencies, as appropriate, for all reasonable costs and expenses incurred due to the tests, inspections or any necessary corrective work and inspections thereafter. 18. HazardousfToxic Materials Use and Indemnity. Licensee shall operate and maintain the License Property in compliance with all, and shall not cause or permit the License Property to be in violation of, any federal, state or local environmental, health and/or safety-related laws, regulations, standards, decisions of the courts, permits or permit conditions, currently existing or as amended or adopted in the future which are or become applicable to Licensee or the License Property ("Environmental Laws"). Except FILE: OC -87 for Hazardous Materials expressly approved by OCTA in writing as shown on Exhibit "C" attached hereto and incorporated herein by reference, Licensee shall not cause or permit, or allow any of L'icensee's Parties to cause or permit, any Hazardous Materials to be brought upon, stored, used, generated, treated or disposed of on or about the OCTA Property. Any such approved Hazardous Materials on or about the OCTA Property shall be sorted, used, generated and disposed of in accordance with all applicable Environmental Laws. As used herein, "Hazardous Materials" means any chemical, substance or material which is now or becomes in the future listed, defined or regulated in any manner by any Environmental Law based upon, directly or indirectly, its properties or effects. Licensee shall indemnify, defend (by counsel acceptable to OCTA) and hold harmless the Indemnitees (as defined in Section 14} from and against all loss, liability, claim, damage, cost or expense (including without limitation, any fines, penalties, judgments, litigation expenses, attorneys' fees, and consulting, engineering, and construction fees and expenses) incurred by Indemnitees as a result of (a) Licensee's breach of any prohibition or provision of this Section or (b) any release of Hazardous Materials upon or from the Facility or the License Property or contamination of the OCTA Property or adjacent property (i) which occurs due to the use and occupancy of the Facility or the OCTA Property by Licensee or Licensee's Parties, or (ii) which is made worse due to the act or failure to act of Licensee or Licensee's Parties, The foregoing indemnity shall be effective regardless of any negligence (whether active, passive, derivative, joint, concurring or comparative) on the part of Indemnitees, unless caused solely by the negligence or willful misconduct of Indemnitees; shall survive termination of this Agreement; and is in addition to any other rights or remedies which Indemnitees may have under the law or under this Agreement. In addition, in the event of any release on or contamination of the License Property, the OCTA Property and/or any adjacent property, whether or not owned by OCTA, Licensee, at its sole expense, shall promptly take all actions necessary to clean up all such affected properly and to return the affected property to the condition existing prior to such release or contamination, to the satisfaction of OCTA and any governmental authorities having jurisdiction thereover. Upon the termination of this Agreement at any time and for any reason, Licensee shall, prior to the effective date of such termination, clean up and remove all Hazardous Materials in, on, under and/or about the OCTA Property, in accordance with the requirements of all Environmental Laws and to the satisfaction of OCTA and any governmental authorities having jurisdiction thereover. Page 11 of 15 FILE: OC -87 19. Underaround Storaae Tanks. NEITHER LICENSEE NOR LICENSEE'S PARTIES SHALL INSTALL OR USE ANY UNDERGROUND STORAGE TANKS ON THE LICENSE PROPERTY. 20. Subordinate Rights. This Agreement is subject and subordinate to the prior and continuing right and/or obligation of OCTA, its successors and assigns, to use the OCTA Property in the exercise of its powers and in the performance of its duties, or for any other purpose including but not limited to those as a public transportation body. Accordingly, there is reserved and retained unto OCTA, its successors, assigns and permittees, the right to construct, reconstruct, maintain and use existing and future rail tracks, facilities and appurtenances and existing and future transportation, communication, pipeline and other facilities and appurtenances in, upon, over, under, across and along the OCTA Property, and to otherwise use the OCTA Property, and in connection therewith the right of OCTA, its successors and assigns, to grant and convey to others, rights to and interests in the OCTA Property on the License Property and in the vicinity of the Facility. This Agreement is subject to all licenses, leases, easements, restrictions, conditions, covenants, encumbrances, liens, claims and other matters of title ("title exceptions") which may affect the OCTA Property now or hereafter, and no provision of this Agreement shall be construed as a covenant or warranty against the existence of any such present or future title exceptions, whether or not arising out of the actions of OCTA, its successors or assigns. OCTA makes no representations or warranties of any kind with regard to title to the License Property, 21. CoMI2 lance with Laws. Licensee shall comply with all applicable federal, state and local laws, regulations, rules and orders in its work on, or maintenance, inspection, testing or use of, the Facility and the OCTA Property. OCTA may enter the License Property to inspect the Facility at any time, upon provision of reasonable notice of inspection to Licensee. Licensee shall obtain all required permits or licenses required by any governmental authority for its use of the License Property and the Facility, at its sole cost and expense. 22. Condemnation. In the event all or any portion of the License Property shall be taken or condemned for public use (including conveyance by deed in lieu of or in settlement of condemnation proceedings), Licensee shall receive compensation (if any) from the Condemnor only for the taking and damage to the Facility. Any other compensation or damages arising out of such taking or condemnation awarded to Licensee are hereby assigned by Licensee to OCTA. 23. Maters. Project markers in form and size satisfactory to OCTA, identifying the Facility and its owners, will be installed and constantly maintained by and at the expense of Licensee at such locations as OCTA shall designate. Such markers shall be relocated or removed upon request of OCTA without expense to OCTA. Absence of markers in or Page 12 of 15 FILE: OC -87 about OCTA Property does not constitute a warranty by OCTA of the absence of subsurface installations. 24.1 Notices. All notices and demands which either party is required to or desires to give to the other shall be made in writing by certified mail, return receipt requested, postage prepaid, and addressed to such party at its address set forth in the Basic License Provisions. Either party may change its address for the receipt of notice by giving written notice thereof to the other party in the manner herein provided. Notices shall be effective on the date delivered to custody of U.S. Postal Service. 24.2 Non-Eyclusive License. The license given hereunder is not exclusive and OCTA specifically reserves the right to give other licenses within the License Property. 24.3 Governing Law. This Agreement shall be governed by the laws of the State of California. 24.4 Severabili%. If any term, covenant, condition or provision of this Agreement, or the application thereof to any person or circumstance, shall to any extent be held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, covenants, conditions, or provisions of this Agreement, or the application thereof to any person or circumstance, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. 24.5 Inter st on Past -due Oblations. Except as expressly herein provided, any amount due to OCTA which is not paid when due shall bear interest, from the date due, at the maximum rate then allowable by law. Such interest will be due OCTA as it accrues. Payment of such interest shall not excuse or cure any default by Licensee under this Agreement. Interest shall not be payable on late charges incurred by Licensee. 24.6 Survival of Obligations. All obligations of Licensee hereunder not fully performed as of the expiration or earlier termination of the Term of this Agreement shall survive the expiration or earlier termination of this Agreement, including without limitation, all payment obligations with respect to License Fees and all obligations concerning the condition of the OCTA Property and the Facility. 24.7 Waiver of Covenants or Conditions. The waiver by one party of the performance of any covenant or condition under this Agreement shall not invalidate this Agreement nor shall it be considered a waiver by it of any other covenant or condition under this Agreement. Page 13 of 15 FILE: OC -87 24.8 Amendment. This Agreement may be amended at any time by the written agreement of OCTA and Licensee. All amendments, changes, revisions, and discharges of this Agreement in whole or in part, and from time to time, shall be binding upon the parties, so long as the same shall be in writing and executed by the parties hereto. 24.9 Assignment, This Agreement and the license given hereunder are personal to the Licensee. Licensee shall not assign or transfer (whether voluntarily or involuntarily) this Agreement in whole or in part, or permit any other person or entity to use the rights or privileges given hereunder, without the prior written consent of OCTA, which may be withheld in OCTAs sole and absolute discretion, and any attempted act in violation of the foregoing shall be void and without effect and give OCTA the right to immediately terminate this Agreement. 24.10 Attorney's Fees. In any judicial or arbitration proceeding involving performance under this Agreement, or default or breach thereof, the prevailing party shall be entitled to its reasonable attorney's fees and costs. 24.11 Nondiscrimination.. Licensee certifies and agrees that all persons employed and any contractors retained, by either Licensee or Licensee's affiliates, subsidiaries, or holding companies, with respect to the License Property, are and shall be treated equally without regard to or because of race, religion, ancestry, national origin, disability or sex, and in compliance with all federal and state laws prohibiting discrimination in employment, including but not limited to the Civil Rights Act of 1964; the Unruh Civil Rights Act; the Cartwright Act; and the California Fair Employment Practices Act. 24.12 Further Acts. At OCTA's sole discretion but at the sole expense of Licensee and without a Licensee claim for reimbursement, Licensee agrees to perform any further acts and to execute and deliver any documents which may be reasonably necessary to carry out the provisions of this Agreement, including the relocation of the Facility and the license given hereunder. 24.13 Waiver of Relocatign Rigtlts. Licensee hereby waives any right to relocation assistance, moving expenses, goodwill or other payments to which Licensee might otherwise be entitled under the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended, 42 U.S.C. § 4601 at ., and/or the California Relocation Assistance Law, as amended, Government Code § 7260 agt 0Q., but for this waiver and OCTA's express right of termination. 24.14 Time of Essence. Time is of the essence in the performance of this Agreement. Page 14 of 15 FILE: OC -87 24.15 No Recording. Licensee shall not record or permit to be recorded in the official records of the county where the License Property is located any memorandum of this Agreement or any other document giving notice of the existence of this Agreement or the license given hereunder. 24.16 Revocable License. Licensee agrees that notwithstanding the improvements made by Licensee to the License Property or other sums expended by Licensee in furtherance of this Agreement, the license given hereunder is revocable by OCTA in accordance with the terms of this Agreement. 24.17 Entire Agreement. This Agreement and the Exhibits hereto constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior verbal or written agreements and understandings between the Parties with respect to the items set forth herein. 24.18 Captions. The Captions included in this Agreement are for convenience only and in no way define, limit, or otherwise describe the scope or intent of this Agreement or any provisions hereof, or in any way affect the interpretation of this Agreement. 24.19 Additional Provisions. Those additional provisions set forth in Exhibit "D", if any, are hereby incorporated by this reference as if fully set forth herein. 11/3/95(Revt) Page 15 of 15 EXHIBIT "A" LICENSE PROPERTY 404?tet • 41 ft11� 2 -_= 196 ft 1 _ 40 ft�1 _-- 81 it \\ City of Santa Ana Reservoir Existing Roadway Licensed to City of Santa Ana No. 151916 6¢' East End of License Property MP 173.51 25 f\ \ \ Santiago Park ® Archery Range O'c\� v ale \ \• Santiago Park, City of Santa Ana e This sketch is not a representation of or warranty of the extent of, or boundaries of, OCTA property rights. LINEMRANCH COUNTY MILE POST Orange Orange 173.51 LICENSES City of Santa Ana C1TY COMMIJNrrY NEAREVCROSSMREEr Santa Ana La Veta OCTA AREA 11,000+/- MOMAS EROS. MAP REF. FILE NO. 799-G6 ORANGE COUNTY TRANSPORTATION AUTHORITY P.O. BOX 14184, 550 SOUTH MAIN STREET ORANGE,CA 92613-1584 OC 87 USE Police Department (,anR1e SCALE DATE Training Facility t^ = too, 1/6/97 "EXHIBIT Bar OCTA INSURANCE REQUIREMENTS FOR LESSEES, LICENSEES AND PERMITTEES Lessee, Licensee or Permittee shall procure and maintain for the duration of the contract, insurance against claims for injuries to persons or damages to property which may arise from, or in connection with, the use of OCTA property hereunder by the Lessee, Licensee, or Permittee, his agents, representatives, employees or subcontractors. (X)A. Comprehensive General Liability, including Products/Completed Operations, Premises, Independent Contractors, Personal Injury, and Contractual Liability. (X)B. Automobile Liability covering any auto (code 1). ( )C. Workers' Compensation with limits established and required by the State of California and Employer's Liability with limits of at least $100,000. ( )D. Contractor's Pollution Liability with coverage for: a. bodily injury, sickness, disease, mental anguish or shock sustained by any person, including death; b, property damage including physical injury to or destruction of tangible property including the resulting loss of the use thereof, clean-up costs, and the loss of use of tangible property that has not been physically injured or destroyed; C. defense, including costs, charges and expenses incurred in the investigation, adjustment or defense of claims for such compensatory damages, and d. losses caused by pollution conditions that arise from the operations of the contractor described under the scope of services of this contract. ( )E. Course of Construction providing coverage for "all risks" of loss. ( )F. Property insurance against all risks of loss to any tenant improvements or betterments. is • ��. ►_� i i- ... :•,. ( )A. General Liability: $500,000 combined single limits per occurrence for bodily injury, personal injury and property damage or (X) General Liability: $2,000,000 combined single limits per occurrence for bodily injury, personal injury and property damage. (X)B. Automobile Liability: $250,000 per occurrence for bodily injury and $250,000 per occurrence for property damage or combined single limits $500,000 per occurrence. O Automobile Liability: $500,000 per occurrence for bodily injury and $500,000 per occurrence for property damage or combined single limits of $1,000,000 per occurrence. Page 1 of 2 131��iZ�L'37 ( )C. Contractors Pollution Liability: $500,000 combined single limits per occurrence/$1,000,000 annual aggregate Qi: O Contractors Pollution Liability: $1,000,000 combined single limits per occurrence/$2,000,000 annual aggregate. ( )f3. Course of Construction: Completed value of the project. ( )E. Property Insurance: Full replacement cost with no coinsurance penalty provision. Any deductibles/self-insured retentions or self-insurance must be declared to and approved by OCTA. At the option of OCTA either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects to OCTA, its officials and employees, or the Lessee, Licensee, or Permittee shall procure a bond guaranteeing payment of losses, and related investigations, claim administration and defense expenses. OTHER INSURANCE PROVISIONS The OCTA and its affiliated agencies, officials and employees must be designated as an additional insured on the lessees, licensees, or permittees Comprehensive General and Automobile Liability Insurance policies. The coverage shall be primary and any insurance or self-insurance maintained by OCTA, its subsidiaries, officials and employees shall be excess of the contractor's insurance and shall not contribute with it. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled or reduced in coverage or in limits, except only after thirty (30) days prior written notice has been given to OCTA. Course of construction policies shelf contain the following provisions: 1. OCTA shall be named as loss payee. 2. The insurer shall waive all rights subrogation against OCTA. e Insurance is to be placed with insurers with a current A.M. Best's rating of no less than B+V, unless otherwise approved by OCTA. Lessee, Licensee, or Permittee shall furnish OCTA with original endorsements affecting coverage required by this clause. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by OCTA before work commences. Page 2 of 2 EXHIBIT "C„ Na HAZARDOUS MATERIALS are approved for the License Property and Licensee shall not cause or permit, or allow any of Licensee's Parties to cause or permit, any Hazardous Materials to be brought on, stored, used, generated, treated or disposed of on or about the License Property or any other property owned by OCTA. FILE: OC -87 EXHIBIT "D" This License is subject to the following additional terms and conditions: 1. All Licensee's contractors shall enter into a Right of Entry agreement with the Southern California Regional Rail Authority (SORRA) before performing any activity on railroad property. 2. All Licensee's contractors, at their sole cost and expense, shall obtain and maintain in force and effect insurance as required by SORRA during the entire construction period. Contractors shall furnish copies of the insurance certificates to all affected railroads. 3. Licensee and/or Licensee's contractor(s) must contact SCRRA's Right of Way Engineer (213/452-0256) to arrange for inspection, flagging, and/or other protective services no less than five working days prior to beginning work when any. a) Personnel will be operating within twenty feet of the nearest rail, b) Equipment will be operating within the OCTA right of way, or when any erection or construction activities will be undertaken, regardless of elevation above or below track, c) Excavation will be undertaken on the OCTA right of way, d) Grading or blasting (if allowed by OCTA) will be undertaken in the OCTA right of way. Prior notification does not guarantee the availability of a flag person for the proposed date of activity. 4. The Licensee and/or Licensee's contractor(s) shall be responsible for the location and protection of any and all surface, sub -surface, and overhead structures. 5. Licensee may self insure under an actuarially sound program of self insurance. From time to time, upon request, Licensee will furnish such information regarding the program as OCTA may reasonably request, including but not limited to financial and actuarial information. Notwithstanding the foregoing, Licensee will require third party coverage, in the amounts and under the terms indicated herein, of all contractors, agents, or any person or entity (other than Licensee's direct employees) who enter onto OCTA property for purposes related to this Agreement. 6. Upon notice of termination, Licensee will remove all facilities, including but not limited to the concrete pads, and will return License Property to its pre-existing condition. Page 1 of 2 FILE: OC -87 7. Licensee will provide and maintain such security fencing around the perimeter of the License Property as it deems adequate given the use allowed. Licensee takes full responsibility for the adequacy of said fencing. B. Licensee will access the License Property only from its existing reservoir property or along previously licensed OCTA right of way. 9. Licensee to obtain all permits as are required by the City of Orange or any other governmental agency for the use of the License Property indicated herein. Page 2 of 2 Trujillo, Rose Ann From: Funk, John Sent: Thursday, October 08, 2015 10:25 AM To: Trujillo, Rose Ann Subject: OCTA License Agreement (attached) Attachments: OCTA License Agreement (1997).pdf Hi Rose Ann —Attached is the initial license agreement with OCTA (from 1997) that was amended in August 2015. If you need anything else on this matter, certainly let me know. --John bi/07/2007 12:85 7142458094 SAPO FISCAL PAGE 08115 FILES 00-87 LICENS8AGRFEMENT Thin LICENSE AGREEMENT ('Agreement') is made and entered into as of October 14, 199? by and between the ORANGE COUNTY TRANSPORTATION AUTHORITY, a public ragenoy existing under the authority of the laws of the State of California •.+ITY OF SANTA ANA'('"LICensae"),'upon,and in Consideration of the agreements, s ^vms and conditions below: 'SRT 11�19ENSE PRQV`IS1Q0 $ 1. nDGMriptlon of License Property: Ah in^agular shaped piece of land located adjacent to the City of Santa Ana's Santiago Dark Water Reservoir at MR 173,55, as further indicated on " attachad herato, i,opproximate area: 15,000 +/, square feat, r. I ham of License Property, A;,o esa roadway and City of Santa Ana Police Departfnent ranine training facility and no rather usu:s. I. , Imrnenceftnt Gate: OCtOber 14, 1997, n. 7 arm! Month -t® -month, with six months notice to terminale. a, %'J,,,Qrise Fees: A. Ease ITicanse Foe: $600 per year, payable ann0ally in advance. S. Additional License Fee: fano tuna fee; $9,173, X500 of which represents an administrative fee and $6,670 of which represents the cast of fencing to be installed by OCTA, I',,Base L9Cc�nrae Fria Adjustment pates: Annually besod an CPI, H,4r�:� ,o mraunt: See Exhibit "B" Pape 1 of 15 �INI7"�1 P� NITIAI_ 03/07/2007 7.2:40 '7142458MNi SAPT) FISCAL_ PAGE L3/13 Ri:.M Cir. -87 I Mnn �ro a 11p,� �p�u+ tY�r+ d,yM+ Ir 'Y^. tK �1xq.e o n ' '�.'u'"n��itP'0•Sf�:�i» 0.a'��RJ 1`Y�p Y"MP'�J�C°NW��Q�A,i'^/"AI''4�NaW.i�.�1��"'i��N'40'r'�2° "i'3cw 141M4 Orange,, OA &3e",I803-°iS84 LIe;s:rra7s e's A#ir'rr,!Em CITY P'(1 BOX 1988 I::lmj9tm,lkiam, yell fk"+'i'V �, P'oarriiit!4e A wiine 1s-zun hiu ,,r f8ciiity Irnoluding two '4 fth fhioi4 csarroretd Pads, a storage contlaiiner, r-7 20'fcot ra4lmb tl"aitrar, uq Ports 16 K6,11"101, 7mrlous canine training obs'ina des requ irod hereunder. +'Id,+rggoimj Bmu k, Lice'rIP6 PrraU°iraia,m slid tlao denar ai Ucen ahs Provisions $ at forth in Pen. CE are Ii rsaagool"sated inis7 efrid ni ado Part of this Argrrmmont, A"k'ihw""Flk"!t'!P", tt'io OWtiee have Mused this, Agreernrant to be exeouted by th,:n ;i, clulu sauttiortzad u°°cra it"r s+;s i wts ttir'rnsr ms sat'the date fi* wi tton nkaovo, OCT& AUTH' O1'"Zt"V`1' �irna�idl°.t �'dllsar' ;xa ta;;n N'n,lzAN of 4IVgV ANA rlta",/;ooi,Vsvii, lra iih��mw aNw,,. .. � .,._.�:�51;:7'.:.::aL •r'r:�O:S.'1,b6°w'kr7��w.. .... p'mPea V Cyr 15 1EiTROVVID M TO ratm le �t "rA144(lCa[JGYV rgeq' ,�M" d Ity ft orney 9 ^,,�a��nm�� °„a; g5 71G2456094 5APD FISCAL PAGE 64/15 FILE: 00-17 NAKr li .. dENFlt,9� Q ACNuP PRCIVi[kNS 1.9 jj,, OCTA hereby givas Licensee a non-andullve llcansa•in, on, over, und4w, uoross and along the real property of ClcTA in the loostion shown in the diagram 0*,dhed hereto -as �O?dbit ,, and Incorporated herein by reference, and described in item rrste",c License' Provisions (the " e e Pay arty'"), for construction, installation, :. •;,;, : rfii r;, ,skeration, Maintenance, reccnatruotion andio? removal of the Farolflty described In Item 9 of the Basic •Licenswa Provisions, and any usual, necessary and related appurtonano'es thereto (the "radii '', for the purposes described in Item 2 of" the Basic r °i,,viaiom, together with rights for a ss and entry onto the License Property as or convenient' for the use of the Facility, Ili connection with this license, Licensee, Its employees, agents, customers, visitors, invitees, licensees and Contractors (collectively,°'� i� 1r � i t�rtiem"), subject to the provisions hereof, mjy have reasonable rlrp,hts of entry and access onto adjoining real property (or any interest therein) of OCTA tr necessary fear the use oftl^o r aciirty or L'r nso Property, with the time and manner of nd, •h errtr?I and mess to be subject to 00TA°s prior wHften approval. The License Pracaerty, adjnininq real prrapiarty (Cr dny ihtarest therein) of OCTA and personal property of GC 4 ,% 'ncated themon shall •hereinafter. colioc lovely be referred to as OCTA Property (''ra" 2r Imo1. I.• edrn of,ra -re_ Asa"fit The tenrr (A19 -r-1 ") of this Agreement shall commence "tF 5,M91Mp RM9LR1q' specifrect to Item $ ofthe Easic License Provisions. Uniess a speoillc terra of thin Amernent is filled In at (tern 4 df the Basic License Provisions, this ,A,qmoment ahs ll continue In full force and effect on a month-to-month basis as provided In Item ,e4 of the Basic Licanse Provislone until terminated by either party on rix' (e) months ' ew rr, tlr If Item 4 of the Basic License Provlslcns provides for a speoiric tarm, .;;•: e {,;g aeanient shall be a license for the -term spccfled In Said Item 4; prbvidad, hcmre,ver, that OCTA •shali [)We ttla absolute rightto tarininate this Agreement prior to the aM "^ , ,1.od it Itarn 4, in Its-- sole discrOldn by dalivaring thirty (aa) days' prior written not -lea 13 Pgrac Lt rb fi R e miles, Licensed 'acknowledges that it has inspaoted and accepts 1ho Llo ,,vise Property In its prevont'oondiltion as suitsble' for the use fofr which this license is agiven. 5xecutlean of this Agreemont by Uwnsce shall be conclusive to establish ,6Wt tt`lej Licons'e Property is W good and satisfactory eonditibn as of the Commencement fieite., Pape 8 of 15 SAPO FISCAL_ PACE 12/19 IFILM OC -97 naa« .-.12, As consideraf ari for the rights tyiven hereunder, LYcens agiv ura to payto OOTA time Baia ijasn;rae pee spracMed Pn item ," of the Basle License P )vIf,!i.'lrta, spa such ar>tount may 1)9 9djUgled as sot kirth In bra 1.�, end the Additional t,lr !raae, i'Y1 itQurs d of the 8a* Lfaense�Provlslons, The One time Additional ! Ixr'lsa" fru and ftte 91 rrrswnth'�a�ar �!®ar"��r asthg-cafa mar be, Sage License Fee are due mind pra,imbla n,tppart•e xelaution hfthis A,pr'eerriant: Thorreaiter, the base LicarYse Fee, as Dual fmfss r'^.",frtf besrstl)r.raie°d trursum nt tea •thio proArar 1011s of 229M.U, shall be due and payable, 4,t°s,#nd, cin or.>aefore One rna,nth or year, as the, arise may be, after the R,ra „7s:r v , rrrtr rrt Mite end In ua cm month er, ya'ar, Whe 0989 May tP thereafter. The Bass Lk' ar'efi kith for +'taony 'fi'tlaetio atlil porlad at the end cYP the Tann shall be parar'ated on a daily l: ;; :, ..: � :; rrhi; ail tree dire �rq•iiut iaraytabie verithtarot rdrardsac,l", f rt d�?. ,.1 AnnuV CPA[ AO'wstrnOM Thea Base lmirertr,e f=ee ahaN be M1.rareaeed, Ta pa°r<vw�td baal�.n�r on the'I1rat u�ay of eaatah month during a Tt !:aril tariniv,erMlY of tile) Com aim i tmeant Dater OcCul'a Unless tanothor datd(a) is fro item m of fire Ssa:srlc I,;ierAfte Prrj�lslon a (the '° ,knentData°`), The atijadstsd i;r; ruJa 6"e^a as Of esmrch Adjustment tb�te �tfa6l ire thae g mM'tec ap the aese t.ioense Fee 4u4.,i'ui Nb eA on they day PRxxedirwr tihat; ;k'1IIittstrr(sfnt DTtQ or' Mat arnofant rrualttplied by a taction, the ni,)Merator C& O11c,"11 lho C P"t fi±lthte 101"1116 third month Ora x)ding the month during which the VvEtT tic r:ruxr aaratt,9,PYe (010110174"McwdiY hIch is the (ONPi •fi4ure forth'e n'vith t"loot Is 1hri¢"NO (�). rY7rlvOw prr ior'tr the r'nwth Can"taining the prior AgiwtYtn ent Date or, If sr Cis.^';tirrrencmamaylt Chad,- As as"&Bd In l,his wxtLin, tltlta "cpY, rneane tete Consumer rani lrfCieser rrf�r tf trrrh mogn f suers 49nd Uorrcal Workers, Los n aalha s% 4.rarisl�aairradtMiw �tf".sgrtr, , ill.utMafTu,, (1982-34-100), published by title U.$. Depaeattment of hi-;i,uP!. �be,ftlrsah„ of Labor Staativkft,,, or if ..st,ruta index is na longer published, the U.S. nmtiarA rsrrr"rtlgrrr halnelve cRolW index then in use that most nearly indrm't named ahoy°e„ Ilf it 18 r. k;ulvtsd'rrrari a base differant fr6m the lar^rrf!a fr°.aivaf;;Gif "I $ti t^i;rA4 w 40I:9, hgr.rrrar'a Used fxtr cnicrr.¢itinp the adiustrnent Shell first M. the I.wolsn Prey' ori used P.rrtdor a fnM'Bois eaa.raapalidad by the, SuroaLi, If a aomprarabie :, ,':ui° :rco putt Blshc at• Iwy frfr . IJ.Pt , rYepart:rrr;ent of -L aW,, ant4her index gei,mrally r; :tt,.V cr, i rati�e rMail Na sr,ofAMI,rYted govt d: 0"I' . 222 W �pP�i; til; 't _ t 11 �q? T' . At into-aM110 Of ncot We. thenthree (8) VOOM, t' t. ,onn ;Ta Feta SLKL h rive may h§� adju,t ted by 8eQtlOn _ <.1, O)ove) paya b e :.).e:,'JS?G"f 'airai�I Iito Incr weel, hr.rt ncrt decr°eaw"d, In or—dor fico ad List the I'de Uri ttre tr'tttr ,rfir rnatirket ru•�rrlrrlr.t`t..itee n o f rrriatrit as rJaTterwtlotad by C"f'�1 in rtaratl faith rldar a a::Prs;�a. "`3ur.'O Incr;emrrea, u"ohO kg-) aft dvM1 On on .Anniversary mate of the Commencement F,7I e,4of Itis 1235 714245£3094 SAPD FISCAL PAGE G5J75 ,,J M FILE, 00-V D,710, OCTA shall give Licensee written notice of the date and amount Of any such iir,S,trinnt not less than thirty (30) days prior to the applicable anniversary date. if no Is made ora the third annive%n,of the' Commencament Date, an adjustment rr10y AOvOrtdidle'ss be made on subsequent anniversary date and thereattbr at intervals of titan three (3) years Spurt. Any such adjustment may take into consideration the :It f9ir Market rental value since the last adjustment. Ltcansee aeknowladges that late payment by Licensee of any awed to OCTA under this contemplated b tMdS Agreement will cause ciG7A to Incur Deets not P� y Agreement, Therefore, if any payment due from UWnsee is not FOOM ei.1 by + tftA wlthih five (0) days of the date when due, LidehSee shall pay to OCTA an additional sum of ten. percent (10%) of the Overdue payment as a late dharge, up to a rn�,Wllrnuft1 amount Of $500 For each late Payment. The parties agree that tills late charge n5:•rrt—`%Wts a �ffair end reatabnable estimate of the administrative costs that OCTA will incur by reagstsn Of9l We payinPnt by Liceilsme. Acoeptanrae of any late payment cher�e shall not c{^ntitr,a'i a waiver of Licensee's default with rhspect to the overdue payriserrt, and shall not ,P"M Mar, 00"'M A' trona exercising any of this tither rights and remedies available to OCTA under this 41`90101it, at, law or in equlty, including, but not limited to, the interest charge irnposod purstldaht ti gjigq0jA"&� Licensee shall be liable for End $agree$ to pay promptly and prior to �?G?"e!Nh�Wroy, atiytAxorassessi•nrant, inolmdIng,buf not limited to any possessory interest tax, ,1'a+ h4 es9y govpmirnenttal authority^ (a) nigainst thea Facility, the License Property and/or ;'r e;'rrxil Property, firdtureb Or equipment: of Licensse used in connection therewith, or ,irascaitofthe Facillty's operations rj�t010M, Any wwk performed or caused to be performed by Licensee on the I'r 1„irense Property shall be performed (o) at licensee's Sole cost and expense; with any and all appllmpble iSws, Mee and regulations (Including the OCTA's nates :And rapulations)t and (o) in. a manner which (1) njeets or exceeds the then epplica} lb Standardo of -the industry far such worlr, and (ii) is satisfactory to OCTA. Prior to cPerR sa"iCerPieitt of any construction, reponstructlon, installation, restoration, alteration, repelr, i`vaPIMP'nient or removal lath or than norm al malntenan ) (hereinafter, MYPA") on a,ka ,;.br iiri.sa pmpsyr"ty, LiMnseO shall Submit wcrR plans to OCTA for review and approval, Any suM^hI VJVryrt2 rnaast b0l Carried out pursuant to work, plans approved in writing by 00 A,. r .d^r�rfit^'a'T1, I.Soen8o ,Shall provide C)C'1A and all holders of undergribund utility facilities IWO'�a'4,,,rl a Wlhdrt the Li0ense,Property with at least iq calendar days, written notice prior to .'r""^",i,arr::tfirrlm nt of eny Wodt ern 'the Licenser Property or the f=acility, e <r�spt in cases of dpj wi nch event Ll nss e shsll notify OCTA's representative Personally or by PhOrK?, P"lur to i6mmencinq any Work, unless otherwise requested by t"Jf:TA, upon Completion of ony Work, Licensee shall restore, 'the OCTA Property to iM condition Prc- MMding'the commencement of such Work, rage 5 of 9 031//2007 7.2: A.® 7142US.9934 SAPD FTSCAL PAGE 1,1/13 FILE: 00.87 ,ry epntreofors of Ller9nsee performing Work OnfPh f �rrliily car ti°its L1cenMe f�ropsritv,�t9ll'ifrst to approved in writing by Q'CTA, With r:' : ; c: ", .c rs,rrll �Nrsl"i�, p iia'7da sll�fll, a'k HisIca cnrlt arid obtain and maintain In tli�t".:iii °r;turr; d�rad r f6alr lh, throcm ticc,rt tl7 term of rtrr..h Work, In6UO'ce. ass required by O) TA, in ch,, ca1aaCaa.u�t �erfd uavera�er spec son, attd IsWad by insurance companies as described ch, b, ;rcl^oib'it °'t3°' sr:husd i°r�ra�tfa anfl ia'fcxap� o 'tt i heaedn by reforan0e. Additionally, Licence Ghali uae ¢gray anr� tgii u�t iB,e rr'kiacfRcri fo I scrboantrraM,ors which niay (a) be involved with such Wrardc„ gar° {'Ikd) r'r cry, fH:ar any r ��r�can, nr ri to erli4'tar oriik) the ijoarisa property, to obtain rand rhointalif In 1"uli'tr)f';rs AN olTact during the Terrrp Of'thiss Agreement, or'througkgbut1ie INor'k (ta�.agl'PhOable), tnrsumhce, as 110CILlred by OCTA, in tho amounts'Ond ,'.•r'r;si,i; -tif eta aad'fiecB on, and la,Sl,i d tato Indiairarice orjrrlpa7lrae as described on, Exhibit 11811 is iA aw siw 6 were the dtury.tr2p tri aa.l9i"Dut tie Town ref, this Agr rnent, to review and Menge'$he �Intyr.�rraY; �ar4c�t tyr)tt H�,„of iial)usvan ,r coverage it r6quires in oanne�'ftri with this Agreement on 'the WOn',tr a ; acurCs�r fad ou°s the't i rrsw pr fpcafy. {,,;^tituttdW _tCyrsn , C.IH:rreyrraaa� ar�rr tra rsilrBfRtilr;eU9 a(IIA •for mli reasonable oasts and fnC id'r a°I by 1t:t'rN.p Io7 r annesat'r, a onrIM'1�b,r'k' on or r'naintenance of the Ldcmnse r'"„f'^", �•° ',i V-rs, racilEty, N'tsflUdirig, l' of rrot WKW 10, rr„r5tu4i,1ccun'ed by OCTA in furnishing kit os' frtarftming ally Qa )ofv, roidevAng Ucxonaae'rs 'b'6dork plans and/or Inspecting s'r y° tia,:,rlc, ;nr ialdirr,q Or Mrs7irrArirt prOksolion,benO4,Itli c'sr' radicfrtg (k)CTA',s traaol«, furnishing of f�rrQl'nen rx4sd i fapraC,�lrs as f C'F'A OM MM, n tftsary And etich oril€or hunts tar n°' � "`;:?•'d"�'s in itgs 6010 rhix otion doems nacrsscvery tr,9 rironitc>r or aid in 001"plisnce mkh 7. ) al p sfi. i ,is' Funa'seua vu918 i4.;oNlts at�f�rel piru mpiiy pray 1.ror all materlals Joined or afxed to Facility f='fcapM-l;V, and fully aired pmfnpkl'y pity a8lsols nl!s who perPorY11 labor upon said pa thy, cx.""t°N Pt'a7r.%j' fi;Y, t•IMrisrac, Shay not Suffer or perrrrit to be filed or- entb'f d agaln43t then t:;if;"i'u Ic�rk'jpsrty or the Fac;ldity°, or sany° part td'ir4reot', any niechanica,, mru'1dLr11drttiGl°9�k„ r,;r'ui'r„ff,^S;4;rrvP, H"Jr.619t9r,Yt°d.intrl:HtH1P)P' If3'1; !3I° P,;'trJ? Ni0tiCeE$rI51r:1g frf7rrf,. Cr any �,,,,•,�, :..�. ��'���4�s9)te cIllowing out af, any Eeatdn , tMf'eA,tipaflun, maiur'taar4aant n or 9/Icark, or out of arrf�ui'T" ;ir cckflrfr t°sr° ct0mafrhd of &Cray 1Cir'ld.; t.,i r4earA�h •adi away tar atasrt to tea paid all suchlattr 7, f,`ira7r,•;1 gr cdritttar'if�;a, i irRlgdiadhaig .n.rMv, n"ir.ue with respoot to da'tcyp rlcaticesa, together with t ; uuucHRrtrrrtd by C"pt. ff+„ wffir Mspec;t"NIOrrt4tra, Mtriri bwjIness daye. after ns•o,' • , i;' . i,lrr..a„i ;au°id tai i ql ir4ctullv'r°rdy�r, k' 0d harrnfti M, anti cdr� and () TA from f I oblig�4tion , end C42#a 101ndfu a9ljgediart� OCTA ibr'kie rabr79rrca stl'aXVitrKJ vmrk, Inoluding rad,ornav% fees h avl(ts.!ncs. a;,rf Payment ur°aero f'YWWBt or OCTA. Licansas rimy contest 'at i''dst•sind by fi°urn➢a 16112 as atatarCor9r Ilan bond or NOMerit with respect to In crrarnpilance witi•f al:rpfloabe caIif)n'fie law. If Licenses does not lle;ruw Or strip notice frit” meorkcs porl'orm of for d_icenaeo, OCTA shall ¢kl'sdklisw;rile aaa4'nsn t4`nrCuarflrf f by prIViny1 ltae GIRluralli), 9n d Inimnsee shall tis) s;, a;ai; rsf strH,°ftl t�lisrhasrpe uvdifitin tell (Rr„f) business daays after billing, 03/07/2007 12:96 7142456094 RAPD FISCAL PAGE 06/15 `—I MLE 00,87 �virvas tha ribht at any time to post and maintrrlln on the QcTA Pr0perty such nxlrtacrilo a May be necessary to protect OCTA against liability flor All such lions and claims, The pFWSions of this Section shall survive the teralination of this Agreement. Ir,ih"rs �t nd.l enaair, Licenoeo; at Licenscq'a sola expense, shall maintain the ,I krR;H,;u f0rdperty and the Facilfty in a cxrnditiaan a,stlsfactory to OCTA during the Term of this Agr€aarmant and shall perform all mmIntenan0m and Clean-up of the License Property end the Farcillly as necazsary to keep the License Property and the Facility In good order and condition, to 00TH "Nslaotion and in scGordance with applicable city codes, Licensee s,' all iia responsible for any citations Issued 17y+ any agency having jurisdiction as a result of 1.i'cai^.strata's failure to ocmraly with 10021 anodes. If any portion of the- OCTA Property, Including i6'nprov,,sments or Ixtures, suffers damage by r6850n of tine occas to or use of the Llcohse ma'rop , by Licensee, Licensees Parties or by Licensee's partners, officers or directors, including bUt loot Ilftaited to damage arsln� from any test or investigations conducted upon the License Property, Lic°rnsee shall, at Its own cost and expense, Immediateiy repair all cJsrrnaga and restore the OCTA Property,to as good a condition as before suoh cause cd" zl~JiTi�,06 occurred. Repair of darnage shall Include, without Ornitration, regrading and wc�ira;s„';gang of any holes, d1t6hes, .indentations, mounds or other Inclines created by an ,%)A:„ ,avmion by LicAnsee car Licensee's Parties, ;? yio'lu , n-Ventive Ew-ging, If required by OCTA, Limns , at its sola Cost shall in'btall barrier fencing and/or landscaping to shlold the railroad trade arpa V,0;11 giubrlb ac~ as and/or - the Facility from public view• OCTA shall have the right to review ra,d 2ii9l,irrovea fencing rand/or Iendspeping plates pricrr to installation. All 'Fencing endizar v/cart; shall be, done'Wn 'accordance with the provisions of aerticns 4_ and 5 will be,uOjazt tzr tha rmintenanMe and repair provisions of rglatiors above, 10. Use. The License Property srad the Facility shall be used only far Ilia purposes specifiad in ,item 2 rif, the Basic License ProvisIono and for such lawful purposes as may be adirocily Pio change shall,be rnade by I_icertgee Ill the use of the Ucense 1::°C:fbltl."t,w, 'the Facility or the commodity or product being conveyed through tha Facility (if �,;;' PbFrt 00T Rs priorwrtt`•ten approval. I1. t7tl�s' r'd it, v"Iaraa.iBd p i none, eat anylirne abandon the use of tl'a�a f aWily or the Lila;a'a I�rrpaar°S, br,any Ix� Ila rf, or fail at any time fdr a 0onkinuolas t)Ctod of ninety r.r,,a•If,��, Ira, �,a;Qe the aana0 4zir the prarpcasas cgnCamialated herein, then oris Agreement shall as'sl.a,xn�� r�o t�h�e exttnt of the portionso ab2ndcraed or djacs�rinued, and in addition to any o"char rlgtht cr nn'redims, �7TA sMalf immediately tae antltled to axctuaivo possession and 7>°�:aa;.,�' ti' i�� c�Y tWro po¢tlon ao aaband0laed r,r dlsr antinuad, without the encumbra'nCO of this "'^:a —s "t CHGTA,.at 1js 0ptlnn, may renlcr�'a slay improverrents remaining on the W'a1:o aeKty, act L1cansee's OxpensO. P@ge 7 of 16 7i'.I/gad^.q07 12,:35 7142458094 RAPD FISCAL PACE 01115 I Fila, CIC -67 Should Licensee breach, or fall to keep, observe or perform any agreement, coy or,7,W, terra or condition on Its pari herein contained, then, in addition to any other available rights and remedies, 00TA at its option may, (a) perform any necessary or appropriate c©rreotive work at Licensee's expense, Wiloll L.Icense a agrees to pray to OCTA uioon demand, or (b) with or without wMan nodoe or demand, immediately terminate this 6 gr aenlerrt and at any time thereafter, recover possession of the License Property or any part thereraf, and expel and remove therefiom Licensee or any other person occupying the Ucense Properby, by any lawful means, and ogaln repossess and enjoy the License Property. and the Farifflyj without prejudice to any of the remedies that OCTA may have urrd, rr 1his Agreement, at law or in equity by reason of Licensee's default or of such 5hlr,NTe Or. Llpdn terrnlrtation of this Agreement, unless otherv4se requested in king by OCTA prior to the date of tbrmination, Licensee, at its own cost and expense, :rhM 1¢' mneldiafn&y remove the rooility and restore the OCTA Property as nearly as possible to t'he slime state end condition as existed prior to the construction, reconstruction or i r:+P rRafd Facility, Should Licensee fall to comply with the requirements of the j 'e, 'ritanc;a, OCTA may at its option (a) perfarrn the same at Licensee's axpeneo, which coasts Licemsiva agrees to pay to 00TA on demand, or (b) assume title end ownership ori imid f=acility. No (ermin0on hereof shall release Licensee from any liability or obligation l'ngounder, whsalhesr of indemnity or otherwise, resulting from any arta, Omissions or events R?r;,lacr,n'ng prior to the date the. Fsolfity Is removed and the OCTA Property is restored, rj g+ 1I4, jQd iiv�;r!e l ij. Woensee, on Whelf cf itzelf and its SUCCesaOrs and assiegns, agrses inrla"Inlf , Mend and hold harmless OCTA, Southern Cralffomic Regional Rail Authority, :arid their oftice'rs, directors, commissioners, e1piloyees, agents, contr,artora, s, r=oasors and assigns (individually and oolleotively, :1 R ni l +'IiQi��a") to the rneArrium ementaliewed by law, from and against all loss, liability, ulalrns, de�roands, suits, liena, claims of lia;n, damapas (includlrig Consequential damages), roots evict expenses (Including, wlthau't fin11100n, any fines, penalties, judgments, litigation s+'s�rat*!�r7l asp aid rn°gerts' and adomeys' fee,) (olectively "Glatms and gn ") that are `5y or esserted agmina# •indemnitees arising out of or connected in any manner with „ar�14�icrnss to aU (if the Licensee, or it's officers, directors, affiliates, Licensee's :! oi, eWiyone directly or lndireokly .wriployed by ar for whose arts Licensee IS liable (Collectively, "�Ltggprlrlg,,') in connection with the OCTA Property or, arising rom the OleeAgnce upon or I;terforrnOrIM of activities by Licensee or its Pprsonrid with respect to the inoluding those Cla,lms and Expenses (a) for bodily Injury or death of oily 1c(uding erriployees.cf Indernnitfs). or CIRmage to or loss of use of property or (b) in rclhnei,,A,ion with this r on-penbrmanCe or broach by Licensee or its Personnel of any Page 8 of I,5 0WW2007 12!440 71424HON . SAPD FISCAL PAGE 10/19 FILE. OC -87 92, M -6—K faho,lld Lloansee•br�retah, or f4H to keep, observe or pdrforrn any aoraement, rsr and►RiorV .on its rI hempki contained, 'therk, In addition to any other Bi ^•'4i;` i1►1lha 1%jh fop aundi mrrlgdi , OC rA at itra option rn�y (al) l rforrn anynaws.sary ad'.apPrrJPrtate MnVdiVa +vork at ►, wns4"s expense, vrh Ich U'OnSM,rpWOFIO10 a'�EytD OCTA upon s emend, or :. ?+ 1`,I'd • r7r Vrithout. Written ngtim Of 'demand, imMsdialely tarminate this and at ,any N¢y) thera er, re OM porreessloll of the License Property or any part ti�a:reol', taro B�ralzs l cainet rerttlo�e thtlr�►�'fV qui I„,ioesas 'or any tither person cx cuisying the and ag nin r Lio�snaa tarograrorty, Bev arry I la► ma rr ; epossess and OnJoy the Liodtioe P"raapw,,y end the Fare^ t^y, Wthmd- projudit" to any of the 'ramadJiea #het CCTA may have u!ar9 ru' i:hulca ,Rbayraaa+montr. e1', IPlw or In equity by M.zgrr;]o of Lltengae's default or of such t�ir^tysiva�tirar�. 1�, AS UPon tormination of Ms' -ment, uniess otherwise requested In writing by CaffTA prior to 'Rhe cipage of jtenriidrdticdn, ti naee, �t 6ts cruin r ost and exfrans® e a °.II lou^arot,�dsr..,ttr.►y rc�rrBfBve tkt t Pagii'ltB .,and r taxa flip aoTA,. Prraperty as nearly 7e possible' aataW FIFIt Y",ondl$✓ool has eDcistect Pribr to the construction,reCi7n51lnjolion or I,-MV"t'a'tkrrn O' staid IFIRCLty+, Should I�iraea"oaar� Il tdr crandp►�y with tkae r�"ter'en#s of the pry%ify fl�eutltaarwc a., r t ► A t�ntay at°I6e o (1) faalRfonki the :monad at L,1censee^� expense, rnuea rrWr,,,em to psy'tcr'iJt;f � ortl dl�sntinaa, ar' (b) rr1aBasna titla� &anal ownership 7h: hJ� tc9rrninatialrM hertpnd Iprt►i ral�aaa Liceanrfrr�rn any liaf7iliiy clr obligation B m-- i:her of Indemnity or Gotlyerwi , raa;i litirIr •rnerntl ztray aotw, Ctn, sicns or events i't:,,;a:,,rr; ori t't �,ro7or^tore the aVate t'tuBo ►"qac iBoty is rt dnagvoa„d art l the9'ITA Y'ropr rty is restored. a LigGrtaee, on behalf of it~;elf acid Its kujc coorsara encl assigns, anraes slu,rrd Jap` B uYrs I>;aatE� � dtd�—tra f o sand hold harmless OCTA, u+�d,.r l i 'aan rt.,!ald err nlo-a I , irarvaai NO Authr,v ty, avowal tk` air affil cors, diradors, otrdriMISSlariers, eM,Vl¢:r?IEms, Agnft, cont` clort, aswiignr, (Inclividmdi►y and coije rtively, tc) the maximum extent aliaan^vi lay imam, frown and agcaindt a lass, liability, olrra3ms, dernavtnds, sulWaa ham,, clain"ds of►ien, dlaaiaagen (Ini1 ding con uen4ial dam2pes), experr aas (inclut,,lirij, withr„ola't limi,latiotl, aruy tir)eS, par�aitida, judgments, Ihtiption Far, B„srw4B+a, tan •9 a aaar'Caa' rasy�el r>tffraTrays, fines�A) (daillevaly 11011k a Rae _RPA'°) that arta yr' 4arastaRacl e„iair'Bat inrierPynit'a,a aa''IrinR out att or, ccrrntt ted in atlny Yrdohnar with the ndt ,nor rc�rrCiti!4l�•4bri�raBn trp WL Of 01M.UD91°an0a, syr ite oPdcetm, direr1ors, oftllote's, 1_ICeraaers�a Peri eia or traycasB B riigr°,a�,i Rly or inc@I�rvrnody gem ployo,d tj7 or, foyr wf Ose alfa Lige neee is liable ^,,"?'I:a+nirl•i,pn.�„�,,: adP'414il'Br�ln%QIP I”) In �n��I�ae1M1:AwOOTIl '�1��Yd Lh tho 0.,AOTA Flr'o.pmq br arising 'fliorn the R °�,,;.•;; .�I;;a„r'd c,ii° ;wraai frpmin, nc a tof ac Iv►tle r� @pgi t,ic a a Or its PerrsannaP with msp 'tb the 007A I; i4rarardr°ty, lr°+a:;ic:Bt il@ 9;raOAO C�rOYIS and fez frc riW4ra (ta) i`car bodily Injury or donth of any (il'tolur;llydz carn;roioye, , of Irledlanin'siPnesj or rrhArnaa,ge to or lose. of a4d. of property or (b) in c:orwc1;crtitart avjttt tiim nor;-,(,ierforn'wmp Or IaraRcth by LIC'MOn or ltta P'aracmnal of any FPAge 8 f"'O '1 S 11 Vi ',_,.�;P..^35 7142450094 SAPD FISCAL PAGE 08/15 FILE: 00.87 terra of condition of this Agreement, in each ease whether the Claims and Expenses end/or av+snfie giving rise tl°iareio occur dining the Term of -this Agreement or thereafter, 11"h e foregoing indemnity shall be effective regardless of any nergfigon (whether active, passive, derivative, Joint, conowring or comparative) on the part of Indemnitees, unless oraused solely by the negligence or willftal misconduct of Indemnitees; shall survive tstrrr,, rnsllon of this breeanent; and is in addition to any other rights or remedies which r ias may have Linder the haw or under this Agreernerit. Upon rtcir.rest of OCTA, shall provide insurance coverage for'poesiblo claims or lasses covered by the Jndranirnif WIcin and defonse pr6visidns of this Agreement, Iniii? s against the indemnitees by 'Llcenaep or itis Personnel shall not limit the :, lridwnnMiication•obligations hsraundor In any way, whether Or not such claims aa;K!s hof, Pndmmnitees may result in any limitation can the amount or type of damages, corripenratlon, or beriatits payable, by or for Licensee or Re Personnel under workers' c1mverisation Mot's, disability benefit acts or ether employee benefit oats or insurance. ,jgLULSYj[gq.gL 1La� brad Waiver, To the maximcun extent allowed by law, Licensee any, and, tali ns,k of Basan; damage or AnJunj Of any kind to any penabh or property, lrictw6rig, without linaitntion, than Feol(Ity,'the Licenso Property and ally, other property of, or undar tno a ontrol cm, �°r.rsfkody. of, l., oonsm, whlch Is on or near the License Property. Ucanwm's aaimumptlon of risk shall include, without limitation, Inss or damage Mused by cieltww in any trtr•ucr ura� or kn'provernent on the DICTA Property, accident, fire or other s..;at;;' wuns $he I,'lt �'A, Prnperty, car eleotrical.discharge, noise or Oration resulting from oppra(16(iw on or near the OCTA Peopetly. The terM "OCTA!'as used in this section cal°call includw (a) any tr'anilt or railwrelated Wrnpany validly operating upon or over 00TA°i) trsoks or Latherproperty, and (b) any other persons or companies employed, or cl"Igaged by OCT& Ucensee, on behalf of itself and its Personnel (as defined In :-•i:'..,'l�ru;, a; a material part of the considcrdticon lbr this Agreement, laereby waives all rf mmids against OCTA.,tor any,ss.ich loss, demegp ar Injury Of licensee and/car ltcn 119lw,3o nneql. In that co nnectloh, License% eiwwvoe the benefit of California Civil Code «,cic :' :. ,i 'rt�;ARRi which provides as IrcliolNe: A, I"flonerai Talerase docs enact exlg nd to uidinia which the creditor does not know or aa;w na9aq1. jrhie Pavoy�atthe Tims ryf t*ecutirag the relaaee, which If known by `wa scion matprlall;y iffedtod file saftlom ant with the debtor. .A c aru,.iea car r°apts the rlsk that the fcadta car the law may later turn out to be different than undcarsWnds th•ern to tae at this tlme end uoknowledpes that this assumption of risk vrelsrai" will not by d0el;rlbd bY ;such different stater af'faatw or law, The provisions of this Sa:ot4 n ahatl ,mr?ive telae forrrnlraatlon of Mis Agmetnent. PAge'&) of 16 03'/07/2007 12;40 71z4M809d SAPD FISCAL PACE 09113 FILM 00-87 '•,. ; 7(WMIl, p 'Llc8nnSa;.9 °ftp° I asp�rt e, X17 ii'ob't+�in and maintain in full r::dl ld ertrx v during the Term of tptds AYl`8G1'nent instlrsnca as required Uy OCTA n'srhdng OCTA as additlonal Insured In the am��arnt `and coverages specified and issued by rr fMr+h orarvtparl'raS 08 described on.E hifTV, OCTA reserves the right, throughout the 9'trrrr, ;a+9'this Ag�wec�rnent, to r�mvlew smnd Ch�angr_'lBt6'.Amount and type of insurance COVOM90 rFaoui,!rssa in ria maotion %vfth, this A,gm.*Mant ayr.ill Work to be performed on the Umbse Prior to (a) aar�teiing''tMe I.ItanBP Prragarkrty Or (b) •'pearPonming any Work or rmnsfnttal'raitasa uan th"a I"lC(DMa€a F'rapes�%y, iw,la^ansee Shall fUnilsh �D0TA with Insurance endoraonwintai 01" s rtiidc�ltes, evidanift thou qacijtsmnnea amounts and cavSrMOd of'the Irmunlince raciu,rin'rt.i in hbo rrointained hemaindor. pyre "lost Instslnnes, CI0TA does not allow °, ","M rr".rn°°+T a, however, if Licensee can demonstrate assets and retenVon funds meeting CWa.m 'a 'r�• aaill4rmltuurt;lnre requirements, 00TA may permit Licensee to Sapt-insure, provided, however'that third rip to. to selMflsurGi Wth raspeot tea tory t +vel tg risgGlred to be maintained hereunder ilig,,y late pti ntad or revoked by'Ot;TA at Ito aerie and abSoluta discretion, 'OCTA 'la, be 4R'ble for the palynient of -soy premilurns or for insurance required h.,. dl uic>ed by p. mmsse underthiS8 urec,rttA rrt >;srs'au. "mrLd 9ryr et k rr, 00"l"A shall l°lsnaaas the rlght st any. tune to Inspect the License and that Fair+!Qy rao as to M(Inftor 06:111pliall With @his Agreement, OCTA shall be P ' 1: ,) 1`"i +,xarAfijOt Rwhy tsrsmts gar e asrasSunerht' , including but not 11mdted't'o environmental Msl,Wherltt, of, d n or cibosst the Ljcanar. P'rupprly; as it, dotennines to be necessary in Ra aaic, ;j rmlg�rr3trr'at or awfUl to eav61trate the Condition of the License Propatty. Licensee shall v.` i u ICTA and its agonts in any tsaatas or insp( cdlons daaarned necessary by Gc u'irh, L.i x,.m,,iiee ,alnmi pay or m .1mbursei OCTA and appropriate 1'aguletmy agencles,, as epraro» )ri,q'b% lcir aO nxii 1rainebla cowpi a mnd'Or.it»!ru es IncOrred dace to the tests, Inspections Qr I„'?F';1 ::'i'hY:ir4p it dl"fir canecl;rNe )1 43k rVIO Insraeot ona ".�mr'oafter, t"}•:,L�ni�:.11''°2P1�a;;D1,ll�VI�',l,�Y�8dQ;{!?�i,IY�.Glu'IE,�n,ui'^„ad�fV"d1-I,�.;,iC.�G?rl�r$6%, LlMlsao sirr"a'II'C7t:Jrto and rYic"Ik9ty"lll'4 the Line, ,Ab I5r'ci;iRly in �,ornpliancx=; WWI all; 8nd $hall rant aan'US6 or permit the Ljoe'jse Pr°bporty tci tial: In +4olsa*)n oft say tadSraR; data tae° dcaral onvironrnental, health andlor safety- i"(;"irrllo''"coag, si(ions, atarldgrds°, dooGBAV"at bf NI'IV MUM, pern'ui':9 or, permit Conditions, Curri rU't y caeiStira t , r ace,; garde=slyded Or adop'i:e1 lr1'�tl�le 'fdatura . vwhlch rw car kaeta'rme applicable to iJ r wear Or Vie Lla nrnn ra Ya46p arN' (°°E„mv1L0Y2t's t@im °'). 6..atcapt for Hoizanlous Materislrs e;Mlaem;lr :rely rsip arias iz rl l'ay 00'lwA 'irn, arlliul std Siir:W ore Qcfalt'iq, k "G aU00hed hereto and irruaar;vorated ,tlmm(,rn by raftaren�A, Licensea ahall not nsuse or permit, Or allow eny'of tr1 s lsq l ata car pxal'itlit, ru°ly I"4MlrClt,,aU iVIsterials to be brought upon, stored, tra8ri A or dlspjl?)surd of on iDr About trle OCTA Property. Any such IALI rcarlsls ran orabout tfhp OCTA PMperty shall be sorted, usod, i M rdispo'elap of in aCc,,orrltaua e with Pill mappllrstllle Environmental Ulws. As used in” rnaPsns any chYt,1'rlivol, subsit4noe, cr matedal WNCh is now or �f rr 'rFr'"r l'r tY'IV214.r:r,or'? iistalvd, defired sar 1's gi,aitu'aed In any manner' by any Environmental Lew yrncpin,^r i'�°�v, �fir°ecty roc inciiractly, its r.graroper'tlop or oft(Ma. Pave o 10 of 1:i 9APD FISCAL PAGE. 65(15 FILE: 0"7 Li anis 3 shad ikid rrlrtifya defend and hold- hwili'fts the Indernrit s (as defined in9gi],.1_4) fW' m and against all loss, liability, clalro, c*1tr?M,ge, cost or expense (Including without limitation, any finds, penalties, judgm®nti�/ l ir.r.,Ll„ger expenses, ouornGys' f®es, and consulting, engineering, and construction fees and expenw—s) incurred by Ihdemnitoas as a result of (a) Licensee's breach Of any Prohibition or tonwikD1on df this Section or (b) any r�lamse of Hazardous Materials upon or from the Facility car' ll,utn !N1monoe Property or contamination, of the OCTA Property or adjacent property (1) +yHol•i orMM dues to the time and occupancy of the Facility or the OCTA Property by e W Liden8eeo ss Partles, i or (11) which is made worse due to the aoi or failure to act UP Licensoo dr' Licensees laartles. fe Agoln indemnity shalt be offeaUve regardless of any negligence (whether dadvative, ,joint, concurring or comparathre) on the Patti of indernnkeoa, r ii:w,�ad c0i1sed. >rroi01y by the negligence cr v MfUl mi$=Cludt of Indemnitees; shall survive termination of this Agreement; and is In addition to any other rights or, remedies which rower nnitoba may have under the law or trn0er this Agreement, h addition, in 010 event of any release carr or ntaminatlon of the Lir„ens ed Properly, the OC"IA Pmpc rrty aai Wrjr any adjacent propeny, whether or not owned by OCTA, which rDf S� n mar^rGavr3rr7rlfkDr°.r d, orrua,rd JD'y Llaensoa, ucansea, at its sole expense, shall promptly take f �. actitin 7 nerca ry to laiea1n sap oil such affected property and to return the aifated prop atty i r"* ^,rn���irf�M v sling prior to such rt "a Or oasatsrninaticn, to the satiftlion of OCTA and any wr eisaf eaWroriti h ing jurisdiction nomyer. Upon thr~ iern,inration of thl$ Agreanent „at any time and for any,reason, kJoenese p."err Ni, prior to the, efl"baclve,date of such.terminration, dean up and remove all Hazardous ?r':m;;;Gsrlt In, on, undrir, Iand/or about the OCTA Property, in accordance with the ,ersi;;: _ of all E;,nvironhiarrIal f anus and to the satisfaction of OCTA and zany ;,,,a ,;:,,, ,irrt�rst°a'kaat c�rrthoriti having jurisdiction themver, NFi"fl^ ERtICEN EE NCR UGENSEE's PARTIES i!'r`h"At,.t. OR LIS)E ANY UN[DERK-7ROU NO STORAGE TANKS ON THE LIC.,FNSE 20. This AOr€,ornent is subject and subordinate to the prion and 0oniinaing ritiht and/car rrN!gafon of OCTA, its succest,rars and assigns, to use the ooTA @raprmrty'in tfie,5 exalmia a of its puworn dr,id in the perfol3nance of its duties, or for any other iiulading but W Ilrnited to these e e public transportalion body. Accordingly, th ere is reserved and rp�,airkred i:anto QCTA, it, au��sserrs, assigns and penniltees, the right ,u a,,nstrt,rr.;t, reconstruct, mainfein brant ciaara nxistincr and future rail t'raGks, facilities and spgaUrteraV^ocra , end existir-eq and fr,ature tran4ap01tetion, coMmunIcation, pipeline and other Page 71 of 16 1;8/0V2007 1.2:40 714,2458094 SAFD FISCAL PACE 07/13 MCA FILE: OC,,87 f 11"9fa;,s artdrppraitonsyrre Dr irr, upon, over, under, across and along tile OCTA property, erad fry athorwlse rare the OV.TA proTM61Y, 011d in ®ahfneotion therewith the right of oc rA, b sumfim rnom And ars WAns, to Pm at and Cxrnvby to Off sere, n'ghts to artd Interests In the OCTA 1kYre Ll i PMPGrtY e; sEk i,:air •to, all il�la+hasa,. Waseersan � s irnent6 Vicinity hctr""ortof the sacllaynelltiens This Agreement Hants, hens, r Ii�r;l arld•othar, mglsM of Vtld C' itle exceptions,, which may a ;1; the C;It "N" iFItda�9 rty I'9Ow Or h0aaf eg, and no pl^ou�I*rl of this Agreenlent shall he construed as ,a muavearut ow + n'arrty, alnst the a dlftenca of any such present or future tilde or not arising Out Of thy' W10M of 00TA, Its su 'w6tor9 ©r �Cygl�nS. r:ri,kt;m';a {"(cP rapr sentaticns riP'v rTailVes rarany RIM m6th regdrd to title to the. Umnse f'ixrpelty.• 21. ,�I?.Clp��itl�otP� u�ItJ� .�;:�. Llc�r'Pssers ,hall ocs'tttttiy writJ� ;all stlapile�hle federal, state slid Irml l-O"n a, P"r�agulitlsanrs, rsalm Arld or'dgrar in its vror7dc cars, sr rrsainte iars�a,, Inapeckicst testing r tr e aaf, thi®f r„,Iii and t@nm C D � A ropH,2"y sriay lite r ttta License f�rapert9' to 9d1e Paaclilty at -,any tisa7tm, t,spon prravialon of rsesonable notice of inspection to t,3r P'� r��a� s. Y.irawa os Shull obtain all zalred 1peanRa or .Ilcerise6 required by any gaverrrrr2errtsti eutNsorit is�ror it a t�se aaf ire Lic ease f rrca@�erf� and the F2�gcilify, at its sctl cost and exg;9sl1nn8,ca,. ^. R CraP�rt J i,I O tr, In el s event ell, aar' any POrtion of the License Pfoperty shall be taken or ci'^r°rsrEn.d ibj° pub iic, u'!;L (7fruiuctIng a'asttPaoyanbe by deed in liana of or In 6ettlonient of o r. erre°antirae� tarrrauaad"rrlau), W nr*rpe siaal4 wd Irrrpo tiara (if any) frKsrn the c,my t°or° °t8Ie -Wng slid ctatraeage t,o file Faclk. Any other r*rnperrsgtion cr t;,.A € f Such taking or a^ondStn1WV0n sw+e ded to Licensee are hareby 1Y LkoRnsaee In OC TA, . ll " h'"s°s��eeat rlt rtt nrs 6vr fi v Brad s,Yce sOfI6faclory to OCTA identPtying the ills lrr„felled and rnstan%? nle!r7tained by and at the expense of rema R P clamant"rs r4si Dir' "°N sshaii dlbsagncrte, •Sucsh Inarkors shall be relocated or agouaa/ed upon tr P;gr,e aaa( cf, OC:TA, mithout ,expense to OCTA, Absence cf markers in or ataout e&K11YA it"P"r�apelly daaro; nW1 �Prnatoteafi a�aaru .Yrfly b1r `SA of the absence of subsurfadpa irttmrP;I�Cir+rls, 24, tt21 ! 9''" ,, AU m,,illcre S anal CleMaands �vNk.h r�iiiler la to carty is required to or desires (,live Ica ttir ctfii°o�N' ri'3aail t:ur made: k' writing by CWtified nruli, retUM rrsceipt requested, pca: irgi I a°e.1,W i;t, arid ravdre:fi psi fro ar c:f'r pang at 48 addrese $01 forth in the Basic License PWlNaas'dnathe(fl7r�cWrrthasn hutrttatlr�aerticrceinl10 prra�defapitcf noticelvrmtces �` Ig'be�`fec�I�e nazi::, s ir,cc •.. ,, W y . on the dvtO rfaalivored in ctbat�tsdy cg hl.d�;, Postel enrimt, P% Lz d C7'F'1 a 08/07/2007 12:35 7142450094SAPD FISCAL PAGE 10115 FILE- OC -87 24 2IVvn-Sxc l'u ^ive�.0:.ir�nse. "the Iica rise given hereunder Is not exclusive 'and 0i"M spaoittoally reserves the right to give other licenses within the License Property, a,a•®veMInL s_may. This Agreement shall be governed by the laws of the State •... rt,ca, U,Aevarol i . If any terra; dovanant oonditlon or provision of this Agreement, !i^„r�,rtirall•thereof To any person or circumstance, shall to any extent be held by a VQLTI,, i,',0 rarrrnpaterrt j+.tdsdiLtican to, be invalid, void or unenforceable, the remainder of the 'rviilq, or,,verbants, conditions, or provlslons of this- Agreement, or the,6pplloafion thereof to ony person or clrcumstarlo, shall remaln In full foroe and effect and shell in no way be affected, Impaired or invalldated thereby, 4.6%natqt ata„;La9 t.�w�U61igtaklc�ns., Sxcept as expressly herein provided, any ^r.a,ra mase -to 00TA which Is not paid when due shall bear interest, from the date due, at .°nn),,” murn rates then allowable by law.. Suoth interest will be due (EGTA as it accrues. Payment of ouch interest shall not excuse or cure any default by I.1mrisee under this NIraxxnent.. Interest shtall not, be payable on late charges incxlrred by Lidantee. 40I"8 , !aV_k f,, d ;,, "➢1�IIr &ns. All obligations of Licensee hereunder not fully es of the expiration or earlier ftewrilnation of the Term of this Agreement shall curvlve' tilos: exgtr�ttl an or e adiar'ttrrNra;:aRlon of this Agreement, including without limitation, all opt+r,"eryt. obligations smith resfaect to LirAnse Frans and all obligations concerning the ,r of the OCTA property and the F'adility, @vr, C'�¢.y1/ _ " r.µcgrrP I" as. The waiver by one party of the .'aro of rany covenant or Coridition under this Agreement shall not Invalidgto this ��•,..r eau,: erose° shsll It be considered a waiver by it oaf any dther'coveriant or condition under t;'r§:s ,r�ogirraeonent. 24,8 jjopprr tirt t, This Agreement rimy be amended at mny time by the wdtter7 agreement of OGTA,,end t^Iran, ee. All arnandirrrents, changes, revisions, and discharges of this ,Avlt'oeenorit Inwhole hole or° in part, anti •frrarn time to time, shall be binding upon the -parties, so l6ng as the sa;lme sh all be in wrifing aand eixecuted by the paartl�s Hereto, .9 � aartngt7r.rnt, This Agreement and the license given hereunder are personal t!e ens„ee, 11cacMnSee Shull nut os,91gn or tmrisfer (whether voluntarily or involuntarily) ta'a",t�1 yrs rsearaear°rt Orr 41 ioio Orin hart, or Permit any other person or entity to use the rights or given hereunder, without the prior written consent of OCTA, which may be v;rt>in 4" 0TA'a sole and absolute diecre[ion, and any etter•npted act In vlolntlon of the Pp!te 12 ref 16 . .:::6 71e4'Lh5f30'3A SAPD FT;KAL. PAGE 06/13 FILF: OC 417 this w-je bevoPd rsrtr� withput �`rft end give 00TH the right to immediately terminate 4Jtls a�1�C�,�k�ll&'W�tWt't, S �.1Cd ,%gr �A• . in zany judiofal nr' arbitration proceeding involving Verf',lnrr undo under Oils Agreement, Or'detuit Or broach thereof, the prevailing party shall 0 c ,^ t,,lad to Its reasonable attomey% fees and costs, jrti,ar��llistir6rrtii a'o , LaeerlgaLs certifies and agreed that all person's ettpfoyed a ..: r„aar'rtraolos retained, by either Woensea or Lirarisee's al�aliates, subsldiarios? or t;saifir,t; ,arnpan6s, vwitNW rbapect to tlta.L,Poense. t�roperty, ora and aMalrttca treated equally vaikhrolal reg ar t tb �r^ taackbuse,religion, noestry, national nrrigin, df rbility or S”, and iPt �.;na+raaiJattr wittt ala fedar land atdtu idwra piohlblting disr�rirllnmtion in employment, irr� irMriirrci but neck limited 'ko 4iteIvil' �iOP1ts Aot Krfi 'fip0; tMts tlnruh Civil Rights Adt; the GF'r,r,wrifa�htA�rtl arvd thr<a d f4li'Noml�a Bair l I ployfnant f�raotlees Aot• 24.'92 F9tt' hp „A!,"t& At ()C'rA'O writs dieicrOVOI!i but at the sale expenss- of Lic ttsee aria wRhOW: M W r;;fMa (JOIA1 for reimbOrsart!srit, Licensee agrees to per'io1 rr any further vats and tr) rIxea:9flAs und deliver any NC'jor,arnent& Whioit tay bre reasonably ne%eury to 111A.1"?* provisions of thiserra�srt; Jncll,tIlrug the`relOW10n of the Facility'and the tu-munder, e4.fUUFLia f�afipi� g.:(ic n Maleby vralvos any rfgitt to r�locatir�n €turoatsi rtne, rrrt,�anrag Orriieansos, Lyortdvw li or ath r paymsants to which Licence might bl`,: SnIftled, under the Bea IORnRelocation Aaaistance, andF+ rctae� �"�rar.O-114�ition trroicies Al, iii' 1970, as amended, RC2 U.tro,C, '� 4�k�Ci1 � ppq, heal l rot the (';riflac;",r;t"; fk I eat;Bor'r Ataai6,tmce Lm. /, Erle at'nended, Government Cot,tq 7200 of soM-r., but for this v taivor and OWN. o! 'pvass right of tbrntirWotrooOn, ' ;',14 , b 1;i?t.,1 3 a t Tbrn6, , is of the-1,essence in the partonnance of this @ ?leo- rf;rr3tLP g. Li fi�nriee sh Vl ,nett reOOrd nr prrTtit to be remrded In the Official rebr IThi, 04 the e.ouintl! duharotite LIOPMPol Property l:] Ionated any memorandum of this raft qtr^�rl't: or iany oth,sr givirV Mtir bf the 6a(19terrce of this Agreement or the ilrens� 91VOn hQrC).tnu'ler, Licrsnwe adrm)s that MbNlthstamllnrg the improvements rra dss i,yr &,.Acr;rt;Usar to they License JPrraparty or cttPtrsr' sums eirtaended by Cleanses in ,I.- *Kira t,rl'^esrnent, the li�c�:nseea Oven hereunder la revocable by OCTA in 3iw With V-19 tra,'rns of this Aa,grnow)a;nt, Paige IVb of 1 i 2: 35 714245H94 SAFI) FISCAL F'AQE 11/15 FILE� OC -87 24,17 L ¢°tjre �WM rnpnt. .This Agreement and the Exhibits hereto constitute the ettt7rr tg7+� 3rter� t4a'�R can the .i'arttaa with respect to the subject matter he3eof and superaode OR prior verbal or written agreements: and understandings between the Parties ,Mth re,,Dped to the items 'Lt forth heroin, The Captions IrtcltarJred In this Agreament .Ora for convenience only and In now way deflne, Ilrn t„ cr otheroA se dwwAbe the scope or Intern W this Agmement ar any pnovlsla nt hareaf, Or 41 any way affs af. the interpretation of this Agreement, F4 �tar+rr 9w?rsay�rira now additional provisions set forth in Exhibit "D" if �,,vini neereby incorpoti ted by this referents as If TUlly set forth herein. PRge 15 of 15 '8/07/2007 12;'x35 71420eP.)94, I RAPD FISCAL lr.,XHTBKT "A" LICENSE 113ROPERT'll 1, "A sawlavo Park Archery Ran -Re Lnat gild of Liam go MP 17M6 C�fty of Santa Ana Note; Track Sidr, of Ucamo Aroa wid Existiog Santiggo Park, Roadway'ro Fit Kept P Ouced City ol"Santa Anj SI ronoowud by QCTA at, UMsce, gxmso PAGE 12/aU m Cit y of Surita Ana i Ant,Fil to vetQ OQTA I T OqANO % V-0. ROX 14184, W OC -87 ......... 00trill VM M'JluT ORAXOn, CA ��%0461W DAIT 116/97 m SAM rlscA. Map 181157 rILE.: 00-87 Qa ;tfHOT B" r�vt,TA INSURANCRRMEQUIREMNTS FOR LGI SSEESY LICENSEES AND PERMITTER$ zmaeu,a, 1.10018ee or PQr.rn MPe shall procure and maintain for the duration of the contract, Insurance r'I&Ir+ns for Injuries to persons or damagds to property which may sdoe from, or in conneptlon mast,. V1e use of OCTA. property hereunder by the, Lessee, Licensee, or PermItes, his agents, y s'ri.tP tie,a, emplcyeas or ruppaantrad:oM. (X)A, Comprehensive General Liabillty, Including PeoductiXompleted Operations, Promises, Independ wtt Contractors, Pomorwal Injury, and Ccaritroactual Liability, (X)13, Authrnotillo LUIRY 00vering any aorto (rode 1), ',Voarkdaro' CornpanAetion vmth NnAs aeetabllshed and required by 'the State of Catifornla and Employees LiittbillBy Wn h limits of cat IsaFt,G'°IOC�,Ooa. ( D. Contractors Pollution Liability with coverage for: . a, bodily Injury, slokness, dlsreaa, mental angulsh or shock suatained by any person, InoWding Meath; property darrrage induding phyOoaV injury to or destruction of tangible property Incltadtoag the reflul(ing loss of the use thereof, clear -tip costs, and the loss of use of tanqibie property that has not been physically injured or destroyed; o. defamim, Including costs, charagas and expenses incurred in the Investigation, ad'Iuetment or d6fensaa of cloirme for such compensatory darneroes, and rr.**es co sed by po3utloh conditions that arise from the operstions of the contractor ei osedbed under the scope of serMceru of this contract. ( )F, Dourse of Cconstru6ion providing nove.roge for "'all risks"'of loss, ( )r, L'aropeany insurahc:e agelost 4 risks of loss to any tenant Improvements or betterments. �tdNT�,t���IanII��O�aack��9l�ablea beazcee f:mnaarnl I.WhIlit r: $500,000_ combined single limits per oomrrence for bodily injury, personal Injury Land property da,rnada ,gr 1,3ra wc.rel Uobllity: $21,000,000 combined B.ingle limits per occurrence for bodily injury, personal rojr. y and properrty 42trn ago' Automobile Llatbill'ty: $250,000 per eace,urMMa forbOdliy injury and $250,000 per occur'rsn"r "or property clarnapea pr combines singlo timits $500,000 per occurrence_ ,t,i`omoblla Llr>9Rniilky: $500,h00 per occurrence for bodily injury and $500,000 per occurrence for property d.amoge or ccarnbined,sUngla Iltnitt; of $1,000,000 per occurrence. Page 1 of 2 2';1/07/290"7 1,2;40 71.42458094 SAPD FISCAL PAGE 09/18 ( ),K',, tMcantrsx t2r'rs Folkllon Uablilty; $600,000 combinod single llrniis per oeourrance��t,Opp Dtltl annuml pggmgmto sae OAntrsetolrs Pollution U611@ty, $'1,00u,000 combined single limits per occurrence/,$2,000,000 wirtr�rinsil•crgl�i"ogs#r�, .. ( 3RD„ G*iar,rrae a f x ; r netn,rctlon; Co~npleted 4ua.of the projeo, property Irltsurasnw Full reparOmer,?t t,mstmiifh no cainsuranee penalty provislon. aArly doductlbiarrl'W-iniured retentions or sail-lnsurence mint be declared to and approved by OCTA, A4' tife eprtion of 4lGTA eitPler the Insurer shall reduce or rafiminsto such deductibles or sxtlP irrr unci *sntlona as respaotyr is CC7'A, HS of Mals and employees, or the t asses, R,Wc;p�sreua, ol° FerrniEts�: shall ,I7rx,oure "o frond guaranteeing payment of losses, and related inva:etigx.nlona, clairnaklministration end defense expenses. 'Im OD TA and Rp affatiatedi atgencjos� OMOIgla and employees ITrast be designated as an raarir9:','W ral Insured on the lessees, licanssgs, or. prrrmittess Comprehensive General and ALOMMr bile 1JQb0tr @nsurenaa pr,llefes,• V,0,Ver'age Mail kle primary and any ins .Ula ace or soft' -insurance rnalntsined by OCTA, its r "' rx�'iotafs and amPlcyPO, sh4il bO cows of the contractor's InsuYahea and shell 0.0 conirlbuto with Nt. Each hisuronce ooliey required by. this du' unm shall he endorsed to Stake that COverege shelf 110 he s•uirayaenafext,!drad'x11ed, casnmied or reduced In rovers.ge or in limits, except only after thirty PD) d Ys POW 4h'011% MOM. has boon given to 0(,TA. (.trrrrea tlQ a„aenrstr° Aatoan Funl'icia:r hall cOntsin the following provisions; 1. OCTA shall bo' earned naa loss payee. 2. The MISURV snafu vraf've all riokia ,subrogation against fCTA. Innuranee is to ba piracred valth InSureng sMh sa Current AX Mast's rating of no less than 8+V, .raalfMil 01110hViAP approved t?y Or.TA. L0,88'�aa, 1-loor we,'aror PPrrrMefr a1ldl furnfala OCTA with original endorsernonts affecting Covuaq P required by thh; coJt,'WSu. Thra endorsement$ are to he signed by a person autharizod F 1l'1 Ik insurar to hind cov=,96 on.lts behalf, All end0rasmatnts are to be received and ;:larear7a.ri by OCTA bo-lInraa Mrlc Oommen6es, PRIge 2 of 2 P9/97/" 7142458094 SAPID FISCAL PACE 14/15 FILE: OC -87 EXHISIT "C" Vo WA7ARDOUS MAT!.',RIAL.S are approved for the Licensa Property and Licenses shall not GziLV AI uT`SC5n'oit, (N. allow atly of Licensee's Portles to cause or permit, any Hazardous Materials to he btogVit Baru, a.torrsd, iised, gonemted, tre&tad or disposed of an or about the License Properiy 01, any other property awned by 0CTk Page 1 of I 0 73A,2458994 9APD FISCAL. PACE 62/18 FILE: C)c47 EXHIBIT Iv, `,'cart ;rs ,is uPrJ r t t® the f0110 ing additional terms and c:oriditlons: I. RI Lloenseev oontrraotors shall. enter Into a night of Entry agreement with the Southern pv iilii bmict i�,ogltanal kall AIvthodty (SORRA) ba'r�r: performing erny activity on railroad property. 2, All Licensrso"r oopl'Im..,.torscost ai"adellxpenee,.shmq obtain snit maintain in -force shell! and in attranc as required bgr SCRI�A during th nne entire construction period, CcrntraCtors fttrnirth r pies of th�'in$urahoca UrtificAtss to all affected railroads, i_k,ansma andlor• Licersee's corai;radO(8) rnr.lst cantact SORRA's Right of way Englneer, (?1t91,452426ta) tci.arrAnpjfi for inspection, flagging, and/or other protective services no loss tlwra NO Working dpys primr to beginning WortK when any: ea) Personnel will I.7e operating within'IM(ertty Net of the nearest rall, b) E"'Wip pent will be operating bOthin thi,� OCTA right of way, or when any erectlon"or caoristruto'tics,a aotivi�sa will be undertaken, regardless of elevation above or below track, I'E'ixo,,1vRatiOn Wil be randeriaken on the OCTA right of way, „) Gradin or I;ilastlnp Or r06wed by 00TA) wlil be undertaken in the OOTA right of may. '���^ nrrf,ife titpra rdors ,nr�'t ,,uarant,d's the evallabiliy Of a flag parson for the proposed data of liti'Itf. 4. The srn, pr.y C,iCarro crops oontrartor(s) bhrall be responsible for the location and pral,ea.rtlon cf arty eruct rail srxet'are, sull",-Irirfm0e, and overhead structures, 5. Llowlsme rnr'ly self ins,tlra under sin actuerI611Y soundprogram of self Insurance, Froni time to time, upsrrn requ", t, Llcensw) will-furnlah 6L> ch information the program as r•argardlnr� '',1Tra1, Y"Iiway reasonably r�:rycr fi, incrluding but not limited to flnenolal and actuarial infonristicar°�, i�lo witho't��nr2ng the f'01`e9ohigy h censers will require third party coverage, in aph,,i r;:r;rr�,Vr1tF vied sander 'tt^ie ternioindicated harein, of all contractors, agents, or any Or^fi(other then LI cansas's dlreot employees) who enter unto OCTA property rci+rjreemertt, rm)atecl tcti ttpl;.P 8. Up°c,n rio'kicas of :tr;rl°ninatiPn', LiCensoe will r' rrtC'v 711 taoilities, including but not limited to t"r^ oca'attrol;e Pada, and wilt return License P'r<aperty to its pre-ekisting Condition. wil prnvrctc* fOrICIinl at the, locptlons Indicated ir•j .ExhjU A' altaCl�Cd, Whichinclud�ea � x�15Prllrigr 'frarte;irirt arlrt view fendng to be proviclod by C)CT/.\ as indicated below. L.Icensri;c f�a.r iI°B� pa+ot�s�a trtrw ra. iotp�rg far'IraIII l -and the :sPecil"loations'Por' new fencing ( Sklf?it ): Gii°i11 t'akrawt full r'ex.f�on,�lbility for ilea edei�raa�,y of said fencing in Ilglit of the PoIIC id�rat. At It,ic,eatls+ie' recast rand r xf)anso: which is included in the, One Time Fee per ;ir i', ;' eotir,,Pi ; .Ia'„ C'?I;'T'A +n iii ere°.:t the new t'enciny rrlarked in ✓"xhilr'Lt "A" 7s "Provided by P a,9e 1 of 2 I .,._.V/07/2e67 12!35 7192459094 SAPD FISCAL FAM 15/15 r .87 FIJLE� 00 OCTA." Roth the oxhiting fence and the new fence will be the property of Licensee and Ljt,,onsse aaliail repair and keep each In good functional condition under a reasonable end -v,o !sv repair and raimintenance pr6graam, In the event of e non -canine related accident r;, r�wrrtl;ag within they OCTA right of way but outside of the License Property, which accident involiv&s a third party entering the ricn-lloonsed right of way through a damaged portion of Opw fence, then 00TA Will not initiato a clieim against Licensee so long as Licensee hes r^rr". �I; siren as reasonable and regular repair and maintenance program, ;Htr;;:,asr7: will accaas the License Pmpeuty only'from Its existing reservoir property or along praviourtly licensed OCTA right ofwuey, N, , Gw risrera to obl ain all permits ars are required by the City of Orange or any other governmenfol agency for the use of the License Property indicated herein, I0,This Ikc,;a�ri6* supersedes that renin lloensa'issucd by The Atchison, Topeka. and Santa Fe Ifailwey Company to ths, (" Sty of Santa Aria (00TA taping successor to The Atchison, Topeka �ivrrd Santa Fe, Rahway Company) dated March 21, 1977, which license Is also known m la4"I l?�hl°~ Seorawtary'a �i,QQnbei° 161 g1 Ui emrsse acknowledges that all of the original licensee's `;grim under that agraament sunlirre this termination, and that Lioanscs accepts lespiomibilhy and Ilabrility for same, paga 2 of 2 03/07/20V 12:40 7142438094 SAPA FISCAL PAGE 01!18 FILE! Oc-87 EXHIBIT 'IS" BiR:: F:ttEVbR �� � 4Fi Yt„yNMtN�1�tTi9f"*L� I�35{41a ltI4SNYa�+++�,��ifs�aa�4 �[(pR� �6srarl "nwtt �m a ax�� fedrrr 6®r� *€ mtac@ wp� i�� t� tin 6;1����t7 � ' >� �tticcttlrc�itmfvt<akxs t� fi@ aive�w°irn^ aSxi 'JC„�� �oktg ,jr$1�1 ft ;`�R i ;air �tY" '`dV.i'4abl! 9h tiwd1 b 5` 1JY�,"'d4 Cif jS bbd wm�ura �d>e0 +�" �tPuNq��tro dr4� °�'� �tm aarsm �� pii° ��rta N � ' @n � cnrrr,�tu+datt�cMr wm',rxp< 4mam r spyar � ta7 m, w,ti*pomxgepmabvt with IMAUASWOMtpiau, K�,)Rv a>7 lob gmm , fii-Hm AN bm ppu.IV brow k s P144W aft &-ift Swh comm PnA hm t'rna WwiW on wwiihtrh*z add ana °' u �i rn n}9flr 31�" aYaw9 h i t 9„° ” pa y _'��YPf as¢yeabe krrad tbm p6t t kte p I � pow MEMOIR "��e�r��urir�'mm�r�llsm�'aua�lz��a�n���y��a�a�sm�sapMa4w�s,�sa�.�s���4tyg�'�t.E� h§sa�atemMr�sp�uwalrar�� * t t" am. @� d ,xt tRamts a t 3 ate@ avitp d ? # 'v ana- 114 ddCAS 40,14 rirrdhIrm 41-y " $.hAMgi.YlyYp� alt M.nMAI fi0id{ til �iM��FB�w,;i g,�s ��+°lP,C4 ����hi a rm�z� a�uhsdus� wasm8 �� ++a� hruce +@u;m 7a,Krai�mi f"a a�er�mzr� Aa�1ffi "'i'��a 4��Y�t�diaail�ipmr¢s �rrera�arur°sa tlm 4U4w��rag9�ror v21ar�, ism �uar�}<n�r� 'oma � �m fa w �s�raauns at" @tis i IAv bs ease paatB� fma a vm ti aY Okt IWOO is p air cWto mw baked �,v ��sa@„�vEai64ta >tyP�art fpni�aP,� w,�am4u n ��ft d��nm9�z6ira� u¢+u9im�K 1flp� mtt i# d� � rr kS+sr ret b�mee eax9 � ara PM,R; rf�Cb 8u��m �Gti�@t � pr�aNl+�+au�'¢' mad thutstn9r`lt�j 1s ror�ra>rtsexd' far t@�. 'p;'nt I�dN" '1.iuui P11 IB %p pl*4lowik',h'4 1 i afor`rA Rod qVmi F"agec 1X71'1