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Home My WebLink AboutORANGE, COUNTY OF - PROBATION DEPARTMENT 1NS11WCE NOT REQUIRED N-2025-25'i '�S'€)n^i`,Pd�AY PROCEED Return FULLY EXECU'�� WY CLERKCopy to City Clerk, M-'_J DATE: OCT 3 0 2025 n t D(0) (v:) :,nrn.n�nd6 �714 I�LYMYMdEz DONATED SPACE AGREEMENT THIS IS A DONATED SPACE AGREEMENT("Agreement") executed November 1, 2025 , by and between the City of Santa Ana, (hereinafter referred to as "Donor") and the COUNTY OF ORANGE, a political subdivision of the State of California (hereinafter referred to as "County"). County and Donor may sometimes hereinafter be referred to individually as "Party" or jointly as "Parties." 1. PURPOSE: In consideration for and in an effort to facilitate Probation Overtime Services, by County and County's employees, officers, agents and volunteers of the County, and/or their vendors, Donor hereby grants to County rent-free use of that certain real property ("License Area"), together with non-exclusive and in common use of elevators, stairways, washrooms, other facilities and common areas appurtenant to the License Area to be determined by Donor for the purpose of providing County a workstation on the date, time, and location described as follows: • Date(s): Five Years • Time(s): 24 hours a day, 7 days a week • Location(s): Santa Ana Police Department, 60 Civic Center Plaza Santa Ana California Donor reserves the right to change the above-mentioned date,time, location, and/or License Area upon prior written notice to County consistent with Section 7,below, so long as the License Area is of comparable size and value and County access is of similar duration. 2. Donor shall supply all repair, maintenance,janitorial supplies and services to the License Area. 3. Donor shall be responsible for all charges for utilities supplied to the License Area. 4. Donor hereby agrees to indemnify, hold harmless, and defend County, its elected and appointed officials, officers, agents, employees, and those special districts and agencies which the Board of Supervisors acts as the governing board, with counsel approved by County in writing (County approval not to be unreasonably withheld), against any and all claims, loss, demands, damages, cost, expenses or liability arising out of the ownership, maintenance, or use of the License Area, except for liability arising out of the negligence of County, its elected and appointed officials, officers, agents, or employees. Said defense of County shall include the cost of defense of any lawsuit arising therefrom. County hereby agrees to indemnify, hold harmless, and defend Donor, 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 for the purposes set forth in Section 1, above, except for liability arising out of the negligence of Donor, its officers, agents, or employees. Said defense of Donor shall include the cost of defense of any lawsuit arising therefrom. Page L of 5 Standard Donated Space Agreement i In the event that either Party is named as co-defendant,the named Party shall notify the other Parry of such fact upon written notice consistent with Section 7. Donor shall represent County, with counsel approved by County, in such legal action where County is named as co-defendant unless County elects and undertakes to represent itself as co-defendant in such legal action, in which event Donor shall pay County's litigation costs, expenses and attorneys' fees. In the event judgment is entered against County and Donor because of the concurrent negligence of County and Donor,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. Notwithstanding the foregoing,the monetary limitation of the indemnification provided by County and Donor shall i.ot exceed Two Million Dollars($2,000,000)for each party. 5. In the event of a dispute between Donor and County concerning claims arisiza9 out of this Agreement, or in any action or proceeding brought to enforce or interpret any provision of this —Agreement or--where-any-provision her-eof i"�alidlyasser-ted-a"-defenseseach 1'-arty-shall-bear--its ---- own attorneys' fees and costs. 6. County shall maintain a program of self-insurance at its own expense for its liability exposures. Evidence of County's self-insurance shall be provided upon request, with Donor, its officers, agents, and employees named as an Indemnified Parry on the County's program'of self-insurance. 7. This Agreement shall continue indefinitely on a month-to-month basis,but may be terminated by either Party hereto at any time by giving thirty(30)days written notice addressed to: COUNTY DONOR Chief Probation Officer City Clerk County of Orange City of Santa Ana _ P.O.Box 10260 20 Civic Center Plaza(M-30) Santa Ana, CA 92711 P.O. Box 1988 Santa Ana, California 92702-1988 With a copy to: Fax: 714-647-6956 County Executive Office Real Estate With a copy to: 400 W. Civic Center Drive, 5a'Floor Santa Ana,CA 92701 Chief of Police Attention,: Chief Real Estate Officer City of Santa Ana 20 Civic Center Plaza(M-96) P.O. Box 1988 Santa Ana, California 92702 Page 2of5 Standard Donated Space Agreement 8. All written notices pursuant to this Agreement shall be addressed as set forth above or as either Party may hereafter designate by written notice and shall be deemed delivered upon personal delivery, delivery by electronic mail, or seventy-two (72) hours after deposit in the United States Mail. 9. This Agreement may be executed in one or more counterparts, each of which will be deemed an original signature but all of which together will constitute one and the same instruments. 11 ; H 11 Page 3 of 5 Standard Donated Space Agreement IN WITNESS WHEREOF, the Parties have executed this Agreement the day and year first above written, APPROVED AS TO FORM: DONOR Office of County Counsel B ***BY Y Deputy County Counsel Print Name: Date: ***BY Print Narne: RECOMMENDED FOR APPROVAL: AGENCY By COUNTY Director COUNTY OF ORANGE COUNTY EXECUTIVE OFFICE Thomas A. Miller, Chief Real Estate Officer County Executive Office By Per Resolution No. 24-005 of the Board of Administrative Manager Supervisors and Minute Order dated January 23, 2024 Pursuant to the requirements of California Corporations Code section 313, one of the following two methods must be used by a corporation when it enters into a contract with the Date: County: Two people must sign the document, One of them must be the chairman of the board, the president or any vice president. The other must be the secretary, any assistant secretary,the chief financial officer or any assistant treasurer. One corporate officer may sign the document, providing that written evidence of the officer's authority to bind the corporation with only his or her signature must be provided. This evidence would ideally be a corporate resolution. Page 4 of 5 Standard Donated Space Agreement DOCLIsign Envelope ID 51506590-D233-4EAC-8B04-E8B4321BCB93 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: �' CITY OF SANTVAN EL. H L VARO NUNEZ City Cie City Manager APPROVED AS TO FORM: RECOMMENDED FOR APPROVAL: SONIA R. CARVALHO City Attorney By la�k TAMARA BO OSIAN ROBERT RODRIGUEZ Senior Assistant City Attorney Chief of Police Page 5 of 5