HomeMy WebLinkAboutORANGE, COUNTY OF A-2019-245A-2019-245
Licwse Number IA-002
Rcgistro�rAVmcrY'r RE1
�'�' QUIRED
WORK MAY PROCEED
CLERK OFCOU�1 kNSEAGREEMENT
R WA("gttbq loaf,) d5 n�Yc.
THiS LICENSE AGREEMENT ("License") is made and entered into December 18, 2019 ("Effective
Date"), by and between CI'I Y OF SANTA ANA (hereinafter referred to as "Licensor") and the COUNTY
OF ORANGE.. a political subdivision of the State of California, through its REGISTRAR OF VOTERS
(hcreinaller referred to as "County"). without regard to number and gender. County and Licensor may
sometimes hereinafter be referred to individually as "Party" or,jointly as "Patties."
1. DEFINITIONS (SALic-1.0 S)
The following words in this License shall have the significance attached to them in this Clause 1
(DEFINITIONS), unless otherwise apparent from context:
"Chief Real Estate Officer" means the Chief Real Estate Officer, County Executive Office, Real Estate
Section, County of Orange, or upon written notice to County, such other person as shall be designated by the
County Executive Officer.
"County ,Executive Officer" means the County Executive Officer, County Executive Office, County of
Orange, or designee, or upon written notice to County, such other person or entity as shall be designated by
the Board of Supervisors.
"Official Ballot Drop Box" means a mail ballot drop box.
2. LICENSE AREA (SALic-1.1 S)
Licensor grants to County, and its agents and contractors, the right to access and use a portion of that/those
certain property(ics), described on Exhibit A and shown on Exhibit B (hereinafter referred to as the "License
Aren(s)'), which cxhibits are attached hereto and by reference made a part hereof, together with non-
exclusive, in common use of driveways for vehicle ingress and egress, pedestrian walkways, other facilities,
and common areas appurtenant to the License Area. Licensor represents and warrants that the License Area
is tree and clear of easements, including utility easements that would impede the County's use of the License
Area, as set forth below. The Parties agree that the License Area may be modified by County pursuant to the
terms herein. If, for example, the License Area includes multiple properties, the County may reduce the
number of properties within the License Areas, pursuant to Clauses 6 and 21, below.
3. COUNTY AND PUBLIC USE (SALic-1.2 S)
a. County's use of the License Area shall he limited to installing, operating, and maintaining an
Official Ballot Drop Box on the License Area. County shall not use the License Area of any
portion thereof for any illegal or unlawful purpose and will not cause or permit a nuisance to be
created or maintained therein.
b. The Parties further acknowledge and agree that the County's use of the License Area is for the
operation of an Official Ballot Drop Box consistent with the California Voter's Choice Act.
Licensor grants to voters, and other County invitees, the right of access to the License Area,
described in Clause 2 (License Area), above, lbr purposes consistent with the conduct of, and
participation in, an election. Licensor acknowledges that the Official Ballot Drop Box shall be
Orange County
Rent I'= Acquisilion License
Registrar or voters
Liumse Number LA.M12
CITY OF SAN A ANA
opc�t 24 hours a day for the 30 days prior to an ,election ("Election Period"). County shall
endeavor to notify Licensor with, an election schedule no later than 30 days before the Election
Period pursuant to Clause 30 (NOTICES). Ballot Box will remain on -site and locked in non -
election periods.
c, Consistent with the uses outlined in this Clause 3, Licensor shall notify the County within 24
hours of any change to the License Area or surrounding property that would make the Official
Ballot Drop Box inaccessible during the Election Period and fiustrate the intent of this License.
4. PARKING (SALic-1.3 S)
Licensor, throughout the Term, as sot forth below, shall provide County, and its invitees, with the non-
exclusive use of parking spaces, when available. The location and any rules or instructions for use of these
parking spaces shall be determined by the Licensor and provided to the County no later than the
commencement of the first Election Period after the Effective Date.
In addition to said parking spaces, Licensor stall also provide parking for disabled persons ("ADA Spaces")
in accordance with the Americans with Disabilities Act, the California Uniform Building Code and the
applicable codes and/or ordinances relating to parking for disabled persons as established by the local
jurisdiction in which the License Area is located where the provisions of such local codes and/or ordinances
exceed or supersede the State requirements.
5. TERM (SALic-1.5 S)
This License shall commence on the Effective Date written above and shall continue in effect for five (5)
years ("Term") or as otherwise terminated in accordance with Clause 6 (TERMINATION) of this License.
6. TERMINATION (SALic-1.6 S)
This License shall be revocable by either Party at any time; however, as a courtesy, the terminating Party
will attempt to give ninety (90) days written notice to the other Party prior to the termination date. In tire
event the County modifies the License Area pursuant 10 Section 21 (Amendments) — for example; by
removing property or properties from the License Area — said modification shall not terminate the License
for the remaining property or properties that comprise the License Area.
7. LICENSE FEE (SALic-1.7 N)
In consideration for the valuable public services provided to the citizens of the County of Orange performed
by County consistent with Clause 3 (USE) above and pursuant to this License, the license fee shall be waived
for County's use of the Licensed Area.
It. UTILITIES, MAINTENANCE AND JANITORIAL (SALic-1.8 S)
Licensor shall be responsible for all janitorial, maintenance and repairs outside of the License Area,
(including but not limited to: fire alarm, fire extinguisher, FIVAC system, elevator maintenance, landscaping,
pest control, and trash) unless such maintenance and repairs arise out of County's negligence or intentional
acts not in accordance with the uses permitted herein, per Clause 3 (USE), above and not including normal
wear and tear.
Orange Counly
CITY OF SANTA ANA
Rent Free Acquisition license
Registrar of Voters
License Number LA-002
9. ALTERATIONS (SALic-1.9 S)
County may make improvements and changes, at the County's expense, in and to the License Area,
including, but not limited to changes described in Exhibit C, attached hereto, and those deemed necessary or
appropriate by the County in its discretion, subject to advance written permission from Licensor. It is agreed
that any suds improvements attached to or placed upon the License Area by County shall be considered as
personal property of County, who shall have the right, but not the obligation, to remove same. County
agrees that (lie License Area shall be left in as good condition as when received, reasonable_ wear and tear
excepted.
10, OWNERSHIP OF IMPROVEMENTS (SALic-2.0 S)
a. All improvements, constructed or placed within the License Area by County ("County
Improvements") must, upon completion, be free and clear of all liens, claims, or liability for labor
or material. The County Improvements shall remain property of County and shall be removed by
County at the termination of this License, without damage to the License Area.
b, The County Improvements to be installed on the license Area shall include the Official Ballot Drop
Box as specified in the included Exhibit C. The County shall be responsible for all costs incurred in
the installation of the County Improvements. The County's agents shall coordinate the installation
of the County Improvements with the Licensor.
11. OPERATIONAL REQUIREMENTS OF COUNTY (SALic-2.1 N)
County shall, to the satisfaction of Licensor, keep and maintain the License Area and all improvements of
any kind in good condition and in substantial repair, normal wear and tear excepted. It shall be County's
responsibility to take all steps necessary or appropriate to maintain such standard of condition and repair.
Licensor shall endeavor to notify the County when Licensor observes that maintenance is necessary.
County expressly agrees to maintain the License Area in a safe, clean, wholesome, and sanitary condition, to
the complete satisfaction of Licensor and in compliance with all applicable laws.
It) the event the Licensor determines, in its reasonable discretion, that an employee, contractor, or invitee of
County is failing to adhere to proper standards of public conduct, is in violation of any Licensor policy
and/or is in any way disrupting the activities of the Licensor's employees, students, and/or 'invitees, the
Licensor reserves the right to remove said individual, and/or require County to remove said individual from
the License Area. If warranted, County shall endeavor to prohibit said individual's future access to the
License Area, subject to applicable law.
12. VIDEO SECURITY SURVEILLANCE SYSTEM
If feasible, the County shall have access to any video security surveillance footage recorded and stored by
Licensor in order for the County to meet its statutory and regulatory requirements under the California
Voter's Choice Act.
13. INDEMNIFICATION (SALic-2.3 S)
a. County hereby agrees to indemnify, hold harmless, and defend Licensor, its officers, agents, and
employees, against any and all claims, loss, demands, damages, cost, expenses or liability arising
out of the use of the License Area by County, except for liability arising out of the sole
Orange County
CITY OF SANfA ANA
Rent Free Acquisition License
Registrar of voters
License Number LA-002
negligence or willful misconduct of Licensor, its officers, agents, or employees, including the cost
of defense of any lawsuit arising therefrom. In the event Licensor is named as co-defendant,
County shall notify Licensor of such fact and shall represent Licensor, with counsel approved by
Licensor, in such legal action unless Licensor undertakes to represent itself as co-defendant in
such legal action, in which event County shall pay to Licensor its litigation costs, expenses and
attorneys' fees.
b. Licensor hereby agrees to indemnity, hold harmless, and defend County, its officers, agents, and
employees, against any and all claims, loss, demands, damages, cost, expenses or liability arising
out of the use of the License Area by Licensor, except forliability arising out of the sole
negligence or willful misconduct of County, its officers, agents, or employees, including the cost
of defense ofany lawsuit arising therefrom. In the event County is named as co-defendant,
Licensor shall notify County of such fact and shall represent County, with counsel approved by
County, in such legal action unless County undertakes to represent itself as co-defendant in such
legal action, in which event Licensor shall pay to County its litigation costs, expenses and
attorneys' fees.
c. In the event judgment is entered against County and Licensor because of the concurrent active
negligence of County and Licensor, their officers, agents, or employees, an apportionment of
liability to pay such judgment shall be made by a court of competent jurisdiction. Neither Party
shall request a jury apportionment.
d. The provisions of this Section shall survive the termination or expiration of this License.
14. INSURANCE (SALic-2.2 iN)
INSURANCE REQUIREMENTS
a. County shall maintain commercial general liability insurance which shall include, but not be limited
to, protection against claims arising from bodily and personal injury, including death resulting therefrom and
damage to property, resulting from any act or occurrence arising out of County use of the License Area,
including, without limitation, acts involving County vehicles. The amounts of insurance shall be not less
than the following: single limit coverage applying to bodily and personal injury, including death resulting
therefrom, and property damage, in the total amount of $1,000,000 per occurrence and $2,000,000 in the
aggregate, Such insurance shall (a) name the City, its officers, employees, agents, volunteers and
representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-
insurance programs maintained by the City; and (c) contain standard separation of insureds provisions.
b. County shall maintain business automobile liability insurance, or equivalent form, with a combined
single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned,
hired and non -owned automobiles.
C. Pursuant to state law, County is required to be insured against liability for worker's compensation or
to undertake self-insurance. Prior to commencing the performance of services under this Agreement, County
agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per
accident.
d. Certificate of Self-insurance,• Prior to execution of this Agreement, County shall furnish to City a
Certificates of Self -Insurance evidencing the foregoing insurance coverages as required by this Agreement.
Orange County 4 Rent Free Acquisition License
Registmr of Voters
CITY OF $ANiA ANA
License Number LA-0e2
e. County shall maintain the foregoing insurance coverages in force throughout the term of this
Agreement.
15. ASSIGNMENT AND SUBAGREEMENTS (SALic-2.4 N)
Any assignment of this License or sublicenses under (his License require the prior written approval of
Licensor, which approval will not be unreasonably withheld, conditioned or delayed.
16, EMPLOYMENT (N)
No County employee shall be considered as an employee of the Licensor under the jurisdiction of Licensor,
nor shall such County employees have any Licensor pension, civil service, or other status while an employee
of County.
County shall have no authority to contract on behalf of Licensor, It is expressly understood and agreed by
both Parties hereto that County, while engaged in carrying out and complying with any terms of this License,
is not acting as an agent, officer, or employee of Licensor.
17. SIGNS (SALic-2.7 S)
Licensor agrees to allow County to install and maintain any sign or display upon or in front of the License
Area andlor property. Signs will be placed on the ballot box itself and no free-standing signs will be
installed. Such signage shall comply with all applicable laws and zoning and site plan requirements and be
consistent with Licensor signage on the property upon which the License Area is located.
18. ELECTIONEERING
No electioneering, is permitted within IGO feet of the Official Ballot Drop Box during the Election Period.
Licensor agrees that County and its staff may take steps they deem reasonably necessary to stop or prevent
such electioneering. Licensor, its officers, agents, and employees will refi'ain tiom erecting or permitting
any sign, display, or other demonstration that may have the effect of influencing or intimidating voters
during the Election Period. County may take the steps they deem reasonably necessary to obscure or remove
any such sign, display, or other demonstration. For purposes of this section, "electioneering,, means the
visible display or audible dissemination of information that advocates for or against any candidate or
measure on the ballot within 100 feet of the Official Ballot Drop Box. Such electioneering information
includes but is not limited to,
1. Display of a candidate's name, likeness, or logo;
2. A display of a ballot measure's number, title, subject, or logo;
3. Buttons, hats, pencils, pens, shirts, signs, or stickers containing electioneering information;
4. Dissemination of audible electioneering information; and/or
5. Loitering near or disseminating visible or audible electioneering information.
19. AUTHORITY (SALic-2.8 S)
The persons executing the License below on behalf of County or Licensor warrant that they have the power
and authority to bind County or Licensor to this License.
Orange Coungy
CITY OF SANTA ANA
Rent Free Acquisition License
Registrar orvoters
License Number LA-002
20. LICENSE ORGANIZATION (SALic-2.9 S)
The various headings and numbers herein, the grouping of provisions of this License into separate clauses
and paragraphs, and the organization hereof, are for the purpose of convenience only and shall not be
considered otherwise.
21. AMENDMENTS (SALic-3.0 S)
This License is the sole and only agreement between the Parties regarding the subject natter hereof-, other
agreements, either oral or written, are void. Any changes to this License shall be in writing And shall be
properly executed by both Parties; however, County may modify the License Area, in its discretion, upon
written notification from the Chief Real Estate Officer informing Licensor of the modification and the date
the modification will become effective. The City of Santa Ana must approve all changes and requires a 90-
day notice of any changes. Based on such written notice the Parties agree to thereafter amend this License to
reflect the revised License Area if so desired by either Party.
22. PARTIAL INVALIDITY (SALic-3.1 S)
If any term,, covenant, condition, or provision of this License is held by court of competent jurisdiction to
be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect
and shall in no way be affected, impaired, or invalidated thereby.
23. WAIVER OF RIGHTS (SALic-3.2 S)
The failure of Licensor or County to insist upon strict performance of any of the terms, conditions, and
covenants in this Lease shall not be deemed a waiver of any right or remedy that Licensor or County may
have, and shall not be deemed a waiver of any right or remedy for a subsequent breach or default of the
terms, conditions, and covenants herein contained.
24. GOVERNING LAW AND VENUE (SALic-3.3 N)
This License has been negotiated and executed in the State of California and shall be governed by and
construed under the laws of the State of California. In the event of any legal action to enforce or interpret
this License, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange
County, California, and the Patties hereto agree to and do hereby submit to the jurisdiction of such court,
notwithstanding Code of Civil Procedure section 394.
The Parties expressly understand and agree that this License constitutes a license for use of the License
Area, This License is not intended by fie Parties, nor shall it be legally construed, to convey a leasehold,
easement, or other interest in real property. County acknowledges that a license is a valid form of
agreement and shalt not contest the validity of the form of this License in any action or proceeding brought
by County against the Licensor, or by the Licensor against County, Should either Party be compelled to
institute arbitration, legal, or other proceedings against the other for or on account of the other Party's
failure or refusal to perform or fulfill any of the covenants or conditions of this License on its part to be
performed or fulfilled, the Parties agree that the rules and principles applicable to licenses shall govern such
actions or proceedings.
Ormtge County 6 Rent Free Acquisition License
Registrar of Voters
CITY Of SANTA ANA License Number LA-002
2.5. ATTORNEYS' FEES (SALic-3.4 S)
In the event of a dispute between Licensor and County concerning claims arising out of this License, or in
any action or proceeding bt'oughl to cal `Orcc or interpret any provision ell' this License or where any
provision hereof is validly asserted as a defense, each Party shall bear its own attorney fees and costs.
26. TIME OF ESSENCE (SALic-3.5 S)
"lime is of the essence of this License, Failure to comply with iuly time nxluirennents of this License sltitll
constitute a material breach of this License.
27. CONDITION OF LICENSE AREA UPON TERMINATION (SALic-3.7 S)
Lxceptas otherwise vrecd to herein. at ils sine Cost, County shall, At the expiration or earlier termination of
this Agreement, restore the License Area to its original condition in \vltich it existed immediately prior to the
Agreement, leave the License Area in n neat and clean condition to the sole satisfaction of City, frec ortrash
.and debris, and remove fill propeq,and materials of County.
28. RELATIONSHIP OF PARTIES (SALic-3.9 S)
The relationship of the parties hereto is that of Licensor and County, and it is expressly understood and
agreed that Licensor does not in any way or for any purpose become a partner of or a joint venture with
County in the conduct of County's business or otherwise.
29. NOTICES (SALic-4.0 S)
All written notices pursuant kt this License shall be addressed as set forth below or as either Party may
hereafler designate by written notice and shall be deemed delivered upon personal delivery, delivery by
racsimile machine, electronic mail, or seventy -taro (72) hours alter deposit in the United States Mail.
To: COUNTY
County of Orange
Registrar of Voters
Facilities Operations
1300 South Grand Ave., Bldg. C
Santa Ana CA, 92705
Attention: Kim Hostler
kim.hosller(a rov.oceov com
714 567-5107
With a copy to:
County of Orange
County Executive Office
333 West Santa Ana Blvd., 3"I Floor
Santa Ana, CA 92701-4084
Alin: Thomas A. Miller,
Chief Real Estate Officer
Urxnec C'umu)�
CI'I 1' UP MNrl't\ ANA
To: i.ICENSOR
City of Santa Ana
Public Works Agency
Attn: Executive Director of Public
Works Agency
20 Civic Center Plaza (M-21)
Santa Ana, CA 92701
With a copy to:
Clerk of the Council
City of Santa Ana
20 Civic Center Plaza (M-29)
Santa Ana, CA 92701
Rea Frce Acquisilion I iccusc
lkiltrar or voles
License Number LA-002
30. ATTACHMENTS TO LICENSE (SALic-4.1 S)
This License includes the following, which are attached hereto and made a part hereof:
1. EXHIBITS
Exhibit A — License Area Description
Exhi bit B — Location Map
Exhibit C— Official Ballot Drop Box Specifications
IN WITNESS WHEREOF, the Parties have executed this License the day and year first above written.
APPROVED AS TO FORM:
OFFICE OF COUNTY COUNSEL
ORANGE COUNTY, CALIFORNIA
RECOMMENDED FOR APPROVAL
REGISTRAR OF VOTERS
By
Neal Kelley, RegistAr of Voters
CEO/REAL ESTATE SERVICES
By 1V —
Manager
Or:mge Count•
CITY OF SANFI'A ANA
LICENSOR
CITY OF SANTA ANA
By
Kristine Ridge, City Manager
APPROVED AS TO CONTENT
Fuad S. Sweiss, PE, PLS
Executive Director
Public Works Agency
APPROVED AS TO FORM:
City Attorney, Sonia R. Carvalho
By ?k.
J _ F W*-
Assistant City Attorney
"ATTEST"
M
IB
Daisy Gomez
9 Clerk of the Council
(tent Free Acquisilion I.icense
Regismm or voters
License Number I.A-012
COUNTY
COUNTY OF ORANGE
By'
Thom _A. Miller, Chief ea
Estate Officer
County Executive Office
Per Ordinance 15-009 of the Board of Supervisors
and Minute Order date June 9, 2015
Date:
Orange County
CITY OF SANTA ANA
Rent Free Acgaisilion License
Registrar of Voters
License Number LA-002
EXHIBIT A
ca
W
v
ki
Ontmgv County
CVI Y 01: SANIA ANA
Santa Ana Regional Transportation Centel,
Parking Area
LICENSE AREA DESCRIPTION
SflNrFl License Area Description
ANA R&�,W(At TP0IA6rbIITT90fJ f1?rcssrf.uE
yei.fow cup-V-
f4
-S6 e4V L6T
TO
�A—
ro pAh IN
rOA",
IMP
(AN
PLAKTK
—C L-3—
v afro
6ALLert 136-1, NACF"S' AKE-P) Plcr t)(,/ 1)(04j, r.) F
(MANGE COUNTY
ABOISTRAR OF Rs
NOT TO BE RECORDED
to Rat Free Aquimli,, Ij
RcEiSIMI or V,,[,,,
License NLIIIII)CI LA-002
EXHIBIT 13
LOCATION MAP
GI'S COORDINATES: 33145'9" N 117051127" W
Santa Ana Regional Transportation Center
Sample Address: 1000 E Santa Ana Blvd, Santa Ana, CA 92701
tlitli�'
�i.
Ir&Ml PATHOFTRAVEL
!{ TO PROPERTY
R LINES —
`Ke
i)I'nngc C01111h'
(TIY OI' SAN'IA ANA
a�
i
V fir'
Reml Free Acqukilion I.iccvuc
Rcgislr:lrol Vutcn
License Number LA-002
EXHIBIT C
OFFICIAL BALLOT DROP BOX SPECIFICATIONS
The Official Ballot Drop Boa shall have the following speci'lications:
1, Metal construction
2. Weight: 1,000 pounds
3. Height: 53.5 inches
4, Width: 65.4 inches
5, Depth: 53.3 inches
As further detailed in the image below:
�n
BALLOT'
- DROPBOX
BAltOT
DPOP 8OX
i s4�_ 'tI�MYYina�,l .a p'll 111
I
All loxes will need to be installed with anchor bolts desioned for concrete or bolts cast into the
conerde prior to box installation. Minimum installation recluhus four (4) bolts at'fa" (at miniiiTa111).
There are eight (8) rabricated 718" diameter holes wit11 3(16" recess in the box specifically I'or these
bolts.
Some installations may, require leveling and Pouring of a concreale pad, ifno concrete pad currently
exists or is not level at the'install location. Additionally, anytelocation or redirection of landscapilig
irligation will be covered as part of the installation process.
Orinee Counly
CITY 01: SANTA ANA
12
Rem hec AalmsiliUn License
Regislmr of VnlCrs
License Number I.A-002