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HomeMy WebLinkAboutORANGE, COUNTY OF (87) 6SURry WE NOT REWIRED Return FULLY EXECUTED N-2026-069 WORK I IAY PROCEED CITY CLERK Copy to City Gerk, M-30 MAR 2 6 2026 GFiDR,M a+l-5 DreKJWA(Dzl +. CEO/RFLS/CEO-026-001 co py� Santa Ana Police Department. r 60 Civic Center Plaza • Santa Ana,CA 92701 LICENSE AGREEMENT THIS LICENSE AGREEMENT ("License") is made and entered into on MAP-CN 1 2026 ("Effective Date"), by and between SANTA ANA POLICE DEPARTMENT, (hereinafter referred to as "Licensee") and the COUNTY OF ORANGE, a political subdivision of the State of California (hereinafter referred to as "County" or "Licensor"). County and Licensee may sometimes hereinafter be referred to individually as "Party"or jointly as "Parties." 1. DEFINITIONS (SRLic-1.0 S) The following words in this License shall have the significance attached to them in this Clause 1 (DEFINITIONS), unless otherwise apparent from context: "Board of Supervisors" means the Board of Supervisors of the County of Orange, a political subdivision of the State of California. "CEO/Office of Risk Management"means the Risk Manager, County Executive Office, Risk Management, County of Orange, or designee, or upon written notice to Licensee, such other person or entity as shall be designated by the County Executive Officer or the Board of Supervisors. "Chief Real Estate Officer" means the Chief Real Estate Officer, County Executive Office, Real Estate Section, County of Orange, or upon written notice to Licensee, 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 Licensee, such other person or entity as shall be designated by the Board of Supervisors. "Simunition" means non-lethal water-soluble marking ammunition used to simulate live fire during force- on-force training drills. 2. LICENSE AREA(SRLic-1.1 S) County grants to Licensee the right to use that certain property located at 401 Civic Center Drive, Santa Ana, CA 92701, as described in Exhibit A and as shown on Exhibit B, which exhibits are attached hereto and by reference made a part hereof(hereinafter referred to as the "License Area"), together with non-exclusive, in common use of elevators, stairways, washrooms, hallways, driveways for vehicle ingress and egress, pedestrian walkways, other facilities and common areas appurtenant to the License Area ("Access Areas"). This right also includes reasonable and non-exclusive right to access the License Area. 3. USE (SRLic-1.2 N) Licensee's use of the License Area shall be limited to law enforcement and canine training for Santa Ana Police Department within the License Area ("Police Trainings"). DJM 1/20/26 Page 1 of 19 CEO/RFLS/CEO-026-001 CEO Real Estate Standard Revenue License Form Licensee agrees not to use the License Area for any other purpose nor to engage in or permit any other activity within or from the License Area. Licensee further agrees not to conduct or permit to be conducted any public or private nuisance in, on, or from the License Area, not to commit or permit to be committed waste on the License Area, and to comply with all governmental laws and regulations in connection with its use of the License Area. Licensee shall provide County a schedule of the planned Police Training sessions at least seven (7) days prior to the commencement of the first Police Training, and shall provide periodic updates to the schedule such that the County has at least twenty-four (24) hours' prior notice for any Police Training conducted at the License Area. County reserves the right to cancel any Police Training session with twenty-four (24) hours' prior notice. Unscheduled Police Trainings are not permitted within the License Area. Licensee shall make reasonable efforts to ensure that all areas used for canine training ("Canine Areas") are vacant prior to allowing canines to roam off-leash. During each Police Training involving canines, Licensee shall post signage at all entry points into the Canine Areas warning that access is restricted due to canine training. Live ammunition shall not be used for the Police Trainings within the License Area. Simunitions may be used in the Police Trainings; however, they shall not be intentionally fired at walls, floors, ceilings, structural elements, furniture, fixtures, or equipment within the License Area. NO ALCOHOL, TOBACCO, OR MARIJUANA PRODUCTS SHALL BE SOLD FROM OR CONSUMED WITHIN THE LICENSE AREA. DRINKING ALCOHOLIC BEVERAGES AND SMOKING OF ANY KIND IS PROHIBITED INSIDE ANY BUILDING WITHIN THE LICENSE AREA. 4. COUNTY'S USE RESERVATIONS AND RIGHT OF ENTRY (1.3 S) County reserves the right from time to time, without unreasonable interference, to access and use the License Area for County use as well as to confirm that Licensee is using the License Area consistent with those uses articulated in Clause 3 (USE). Licensee shall cooperate with County during County's access and use of the License Area. County shall make best efforts to notify Licensee prior to accessing and using the License Area. 5. PARKING (SRLic-1.4 S) Licensee shall have access to the parking structure for Licensee's free and non-exclusive use, as shown on Exhibit B, which is attached hereto and by this reference made a part hereof. The location and any rules or instructions for use of these parking space(s) shall be determined by the County. 6. TERMINATION OF PRIOR AGREEMENTS (SRLic-1.5 S)—Intentionally Omitted 7. TERM (SRLic-1.6 S) This License shall become effective on the Effective Date first written above and continue in effect for one (1)year"Term") or as otherwise terminated in accordance with CIause 8 (TERMINATION) of this License. The Term may be extended on a month-to-month basis, as agreed to by the Parties, under the same terms and conditions of this License. 8. TERMINATION (SRLic-1.7 S) This License shall be revocable by either County or Licensee at any time; however, as a courtesy the DJM 1/20/26 Page 2 of 19 CEO/RFLs/CEO-026-00 1 CEO Real Estate 3landard Revenue License Fonn terminating Party will attempt to give thirty (30) days written notice to the other Party prior to the termination date. 9. LICENSE FEE (SRLic-1.8 N) In consideration for the valuable public services provided to the citizens of the County of Orange performed by Licensee consistent with Clause 3 (USE) above and pursuant to this License, so long as Licensee continues to use the License Area consistent with Clause 3 (USE),the license fee shall be waived. 10. PAYMENT PROCEDURE (SRLic-1.9 S) The Administrative Cost and other payments due under this License shall be delivered to: County of Orange County Administration North CEO Fiscal Services—License No: CEO/RFLS/CEO-026-001 400 W. Civic Center Dr., 5th Floor Santa Ana, CA 92701 The designated place of payment may be changed at any time by the County upon ten (10) days' written notice to Licensee. Administrative Cost and other payments made by check are to be made payable to "County of Orange." Licensee assumes all risk of loss if payments are made by mail. No payment by Licensee or receipt by County of a lesser amount than the payment due shall be deemed to be other than on account of the payment due,,nor shall any endorsement or statement on any check or any letter accompanying any check or payment as payment be deemed an accord and satisfaction, and County shall accept such check or payment without prejudice to County's right to recover the balance of said payment or pursue any other remedy in this License. Nor shall County's acceptance of a lesser amount due or delay in pursuing full payment act as a legal bar against County's recovery of any amount due under this License. All sums due under this License shall be paid in lawful money of the United States of America, without offset or deduction or prior notice or demand. 11. CHARGE FOR LATE PAYMENT (SRLic-2.0 S)—Intentionally Omitted 12. LICENSE ADMINISTRATIVE COST (SRLic-2.1 S) Licensee shall pay a one-time administrative cost in connection with the negotiation and processing of this License in the amount of five hundred dollars ($500.00) ("Administrative Cost") to County prior to, or contemporaneous with, execution of this License by County, as a condition precedent. Said amount shall be deemed earned by County upon County's execution of this License and is not refundable. 13. MAINTENANCE OBLIGATIONS OF LICENSEE - CONDITIONS AND CARE OF LICENSE AREA(SRLic-2.2 N) Licensee shall keep and maintain the License Area, in good repair and clean condition throughout the Term of this License, unless exceptions are made by County in writing. Except as otherwise expressly set forth in this License, Licensee shall be responsible for all costs relating to the maintenance of the License Area and D]M 1120/26 Page 3 of 19 CEOIRFLSICEO-026-001 CEO Real Estate Standard Revenue License Form ensuring that it is returned to County in the same condition as it was received, normal wear and tear exempt. 14. UTILITIES AND JANITORIAL (SRLic-2.3 N) County shall be responsible for all charges for the following utilities: water, gas, electricity, and sewer. County shall be responsible for all maintenance and repairs (including but not limited to: fire alarm, fire extinguisher, HVAC system, elevator maintenance, landscaping, pest control, and trash) unless such maintenance and repairs arise out of Licensee'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. 15. CONSTRUCTION AND/OR ALTERATION BY LICENSEE (SRLic-2.4 S) A. Co='s Consent. No structures, improvements, or facilities shall be constructed, erected, altered, or made within the License Area without prior written consent of County. Any conditions relating to the manner, method, design, and construction of said structures, improvements, or facilities fixed by the County as a condition to granting such consent, shall be conditions hereof as though originally stated herein. B. Strict Compliance with Plans and Specifications. All improvements constructed by Licensee within the License Area shall be constructed in strict compliance with detailed plans and specifications approved by County and to the extent applicable, in compliance with the requirements of California Public Contract Code Section 22000 et seq., and Labor Code Sections 1720 et seq. and 1770 et seq., which require those improvements to be constructed as if such improvements had been constructed under the direction and supervision, or under the authority, of County. 16. OWNERSHIP OF IMPROVEMENTS (SRLic-2.5 S) All improvements, exclusive of trade fixtures, constructed, or placed within the License Area by Licensee ("Licensee Improvements") must, upon completion, be free and clear all liens, claims, or liability for labor or material and at County's option shall be the property of County's at the termination of this License. County retains the right to require Licensee, at Licensee's cost, to remove all of Licensee's Improvements located on the License Area at the expiration or termination hereof. In the event that Licensee fails to remove said Licensee Improvements within fifteen (15) days following receipt of written notice from County to do so, such Licensee Improvements will be deemed abandoned and Licensee shall lose all right, title and interest in and thereto, and. County may elect (i) at Licensee's cost, to remove, demolish, or otherwise dispose of some or all of such items or(ii)sell or make use of any or all such items. 17. MECHANICS LIENS OR STOP-NOTICES (SRLic-2.6 S) Licensee shall at all times indemnify, defend with counsel approved in writing by County and save County harmless from all claims, losses, demands, damages, cost, expenses, or liability costs for labor or materials in connection with construction, repair, alteration, or installation of structures, improvements, equipment, or facilities within the License Area, and from the cost of defending against such claims, including attorneys' fees and costs. In the event a lien or stop-notice is imposed upon the License Area as a result of such construction, repair, alteration, or installation, Licensee shall either: DJM 112OY26 Page 4 of 19 CEO/RFLS/CEO-026-001 CEO Real Estate Standard Revenue License Form A. Record a valid Release of Lien, or B. Procure and record a bond in accordance with sections 8424 or 9364 of the Civil Code,which frees the License Area from the claim of the lien or stop-notice and from any action brought to foreclose the lien. Should Licensee fail to accomplish either of the two optional actions above within fifteen (15) days after the filing of such a lien or stop-notice,the License shall be in default and shall be subject to immediate termination. 18. OPERATIONAL REQUIREMENTS OF LICENSEE (SRLic-2.7 N) Licensee shall, to the satisfaction of County, keep and maintain the License Area and all improvements of any kind in good condition and in substantial repair, to the County's satisfaction, except for normal wear and tear or as otherwise approved in writing by the County. It shall be Licensee's responsibility to take all steps necessary or appropriate to maintain such standard of condition and repair. County shall have the right to enter upon and inspect the License Area at any time to verify conformity with any terms and conditions of this License. If Licensee fails to maintain or make repairs or replacements as required herein, County may notify Licensee in writing of said failure. Should Licensee fail to correct the situation within three (3) business days thereafter, County may make or cause to be made the necessary correction, and the cost thereof, including, but not limited to, the cost of labor, materials, equipment, and administration, shall be paid by Licensee within ten (10) days of receipt of a statement of said cost from County. County may, at County's option, choose other remedies available herein, or by law. Upon expiration or termination of the License, the License Area must be returned to its original condition, unless otherwise specified in writing by County, and the Licensee is solely responsible for any costs or damages. 19. INSURANCE (SRLic-2.8 S) Licensee agrees to carry all required insurance at Licensee's expense and provide to the County current Certificates of Insurance, including all endorsements required herein, necessary to satisfy the County that the insurance provisions of this License have been complied with. Licensee shall keep such insurance coverage current, provide Certificates of Insurance and endorsements to the County during the entire term of this License. Licensee shall deposit the Certificate of Insurance with CEO Real Estate, consistent with the Notice clause, through electronic correspondence on or before the Effective Date of this License and annually throughout the Term, as necessary to: insurance.ceoreAceo.oc.gau. Licensee agrees that Licensee shall not operate on the License Area at any time the required insurance is not in full force and effect as evidenced by a Certificate of Insurance and necessary endorsements or, in the interim, an official binder being in the possession of County. In no cases shall assurances by Licensee, its employees, agents, including any insurance agent, be construed as adequate evidence of insurance. County will only accept valid Certificates of Insurance and endorsements, or in the interim, an insurance binder as adequate evidence of insurance. Licensee also agrees that upon cancellation, termination, or expiration of DJM 1/20/26 Page 5 of 19 CEO/RFLS/CEO-026-001 CEO Real Estate Standard Revenue License Farris Licensee's insurance, County may take whatever steps are necessary to interrupt any operation from or on the License Area until such time as the County reinstates the License. If Licensee fails to provide County with a valid Certificate of Insurance and endorsements, or binder at any time during the term of the License, County and Licensee agree that this shall constitute a material breach of the License. Whether or not a notice of default has or has not been sent to Licensee, said material breach shall permit County to take whatever steps necessary to interrupt any operation from or on the License Area, and to prevent any persons, including, but not limited to, members of the general public, and Licensee's employees and agents, from entering the License Area until such time as County is provided with adequate evidence of insurance required herein. Licensee further agrees to hold County harmless for any damages resulting from such interruption of business and possession, including, but not limited to, damages resulting from any loss of income or business resulting from the County's action. Licensee may occupy the License Area only upon providing to County the required insurance stated herein and carry such insurance for the entire term of this License. County reserves the right to terminate this License at any time Licensee's insurance is canceled or terminated and not reinstated within ten (10) days of said cancellation or termination. Licensee shall pay County a fee of two hundred dollars ($200.00) for processing the reinstatement of the License. Licensee shall provide to County immediate notice of said insurance cancellation or termination. All contractors performing work on behalf of Licensee pursuant to this License shall obtain insurance subject to the same terms and conditions as set forth herein for Licensee. Licensee shall not allow contractors or subcontractors to work if contractors have less than the level of coverage required by the County from the Licensee under this License. It is the obligation of the Licensee to provide written notice of the insurance requirements to every contractor and to receive proof of insurance prior to allowing any contractor to begin work within the License Area. Such proof of insurance must be maintained by Licensee through the entirety of this License and be available for inspection by a County representative at any reasonable time. All self-insured retentions (SIR)'s shall be clearly stated on the Certificate of Insurance. Any SIR in excess of Fifty Thousand Dollars $50,000 shall specifically be approved by the County's Risk Manager, or designee. The County reserves the right to require current audited financial reports from Licensee. If Licensee is self-insured, Licensee will indemnify and defend County for any and all claims resulting or arising from Licensee's use of the premises, services, or other performance in accordance with the indemnity provision stated in this License. If the Licensee fails to maintain insurance acceptable to the County for the full term of this License, the County may terminate this License. Qualified Insurer The policy or policies of insurance must be issued by an insurer with a minimum rating of A- (Secure A.M. Best's Rating) and VIII (Financial Size Category as determined by the most current edition of the Best's Key Rating Guide/Property-Casualty/United States or ambest.com). If the insurance carrier does not have an A.M. Best Rating of A-/VIII, CEO/Office of Risk Management retains the right to approve or reject a carrier after a review of the company's performance and financial ratings. The policy or policies of insurance maintained by the Licensee shall provide the minimum limits and DJM 1120/26 Page 6 of 19 CEO/RFLSICEO-026-001 CEO Real Estate Standard Revenue License Form coverage as set forth below: Coverage Minimum Limits Commercial General Liability $1,000,000 per occurrence $2,000,000 aggregate Automobile Liability including coverage $1,000,000 combined single limit each for owned or scheduled, non-owned, and hired vehicles accident Workers' Compensation Statutory Employers' Liability Insurance $1,000,000 per accident or disease Commercial Property Insurance on an 100% of the Replacement Cost "All Risk" or"Special Causes of Loss" Value and no coinsurance provision basis covering all, contents, and any tenant improvements including Business Interruption/Loss of Rents with a 12 month limit. Increased insurance limits may be satisfied with Excess/Umbrella policies. Excess/Umbrella policies when required must provide Follow Form coverage. Required Coverage Forms The Commercial General Liability coverage shall be written on Insurance Services Office (ISO) form CG 00 01, or a substitute form providing liability coverage at least as broad.. The Business Auto Liability coverage shall be written on ISO form CA 00 01, CA 00 05, CA 00 12, CA 00 20, or a substitute form providing liability coverage at least as broad.. Required Endorsements The Commercial General Liability policy shall contain the following endorsements, which shall accompany the Certificate of Insurance: 1) An Additional Insured endorsement using ISO form CG 20 26 04 13 or a form at least as broad naming the County of Orange, its elected and appointed officials, officers, employees, and agents as Additional Insureds. Blanket coverage may also be provided which will state-As Required by Written Contract. 2) A primary non-contributory endorsement using ISO form CG 20 01 04 13, or a form at least as broad, DJM 1120/26 Page 7 of 19 CEO)RFLs/CEO-026-001 CEO Real Estate standard Revenue License Form evidencing that the Licensee's insurance is primary, and any insurance or self-insurance maintained by the County of Orange shall be excess and non-contributing. The Workers' Compensation policy shall contain a waiver of subrogation endorsement waiving all rights of subrogation against the County of Orange, its elected and appointed officials, officers, employees, and agents. Blanket coverage may also be provided which will state-As Required by Written Contract. All insurance policies required by this license shall waive all rights of subrogation against the County of Orange, its elected and appointed officials, officers, employees, and agents when acting within the scope of their appointment or employment. The Commercial Property policy shall contain a Loss Payee endorsement naming the County of Orange as respects the County's financial interest when applicable. Licensee shall provide thirty (30) days prior written notice of any policy cancellation or non-renewal and ten (10) days prior written notice where cancellation is due to non-payment of premium and provide a copy of the cancellation notice to County. Failure to provide written notice of cancellation may constitute a material breach of the License, upon which the County may suspend or terminate this Contract. The Commercial General Liability policy shall contain a severability of interests clause, also known as a "separation of insureds" clause (standard in the ISO CG 001 policy). Insurance certificates should be forwarded to the County address provided in the Clause (NOTICES) below or to an address provided by County. Licensee has ten (10) business days to provide adequate evidence of insurance, or this License may be cancelled. County expressly retains the right to require Licensee to increase or decrease insurance of any of the above insurance types throughout the term of this License. Any increase or decrease in insurance will be as deemed by County of Orange Risk Manager as appropriate to adequately protect County. County shall notify Licensee in writing of changes in the insurance requirements. If Licensee does not provide acceptable Certificates of Insurance and endorsements to County incorporating such changes within thirty (30) days of receipt of such notice, this License may be in breach without further notice to Licensee, and County shall be entitled to all legal remedies. The procuring of such required policy or policies of insurance shall not be construed to limit Licensee's liability hereunder nor to fulfill the indemnification provisions and requirements of this License, nor in any way to reduce the policy coverage and limits available from the insurer. 20. INDEMNIFICATION (SRLic-2.9 S) Licensee hereby agrees to indemnify, hold harmless, and. defend, County, its elected and appointed officials, officers, agents, employees, and those special districts and agencies which the Board of Supervisors acts as the governing board, with counsel approved by County, against any and all claims, loss, demands, damages, costs, 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 DJM 1/20/26 Page 8 of 19 CEO/RFLS/CEO-026-001 CEO Real Estate Standard Revenue License Fonn employees, including the cost of defense of any lawsuit arising therefrom. In the event County is named as co-defendant, Licensee 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 the event judgment is entered against County and Licensee because of the concurrent negligence of County and Licensee, 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. 21. HAZARDOUS MATERIALS (SRLic-3.0 S) A. Definition of Hazardous Materials. For purposes of this License, the term "Hazardous Material" or "Hazardous Materials" shall mean any hazardous or toxic substance, material, product, byproduct, or waste, which is or shall become regulated by any governmental entity, including, without limitation, the County acting in its governmental capacity, the State of California, or the United States government. B. Use of Hazardous Materials. Licensee or Licensee's employees, agents, independent contractors, or invitees (collectively "Licensee Parties") shall not cause or knowingly permit any Hazardous Materials to be brought upon, stored, kept, used, generated, released into the environment, or disposed of on, under, from, or about the License Area (which for purposes of this Clause 21 shall include the subsurface soil and ground water). Notwithstanding the foregoing, Licensee may keep on or about the License Area small quantities of Hazardous Materials which are customarily used in connection with any permitted use of the License Area under this License (which Hazardous Materials shall be used and disposed of in compliance with all applicable Laws). C. Licensee Obligations. If the presence of any Hazardous Materials on, under or about the License Area caused or permitted by Licensee or Licensee Parties results in (i) injury to any person, (ii) injury to or contamination of the License Area (or a portion thereof), or (iii) injury to or contamination of any adjacent real or personal property, Licensee, at its sole cost and expense, shall promptly take all actions necessary or appropriate to return the License Area to the condition existing prior to the introduction of such Hazardous Materials to the License Area and to remedy or repair any such injury or contamination. Without limiting any other rights or remedies of County under this License, Licensee shall pay the cost of any cleanup or remedial work performed on, under, or about the License Area as required by this License or by applicable laws in connection with the removal, disposal, neutralization, or other treatment of such Hazardous Materials caused or permitted by Licensee or Licensee Parties. Notwithstanding the foregoing, Licensee shall not take any remedial action in response to the presence, discharge, or release, of any Hazardous Materials on, under, or about the License Area caused or permitted by Licensee or Licensee Parties, or enter into any settlement agreement, consent decree or other compromise with any governmental or quasi-governmental entity without first obtaining the prior written consent of the Chief Real Estate Officer. All work perfonned or caused to be performed by Licensee as provided for above shall be done in good and workmanlike manner and in compliance with plans, specifications, and other requirements for such work reasonably approved by County. 22. BEST MANAGEMENT PRACTICES (SRLic-3.1 S) —Intentionally Omitted 23. WATER QUALITY MANAGEMENT PLAN (SRLic-3.2 S)—Intentionally Omitted 24. LIMITATION OF THE LICENSE (SRLic-3.3 S) This License and the rights and privileges granted Licensee in and to the License Area are subject to all DJM 1/20/26 Page 9 of 19 CEO/RFLS/CEO-026-001 CEO Real Estate Standard Revenue License Form covenants, conditions, restrictions, and exceptions of record or apparent from a physical inspection of the License Area. Nothing contained in this License or in any document related hereto shall be construed to imply the conveyance to Licensee of rights in the License Area which exceed those owned by County, or any representation or warranty, either express or implied, relating to the nature or condition of the License Area or County's interest therein. Licensee has accepted the License Area in its "as is"/"where is" condition. 25. UNLAWFUL USE (SRLic-3.4 S) Licensee agrees no improvements shall be erected, placed upon, operated, nor maintained on the License Area, nor any business conducted or carried on therein or therefrom, in violation of the terms of this License, or of any regulation, order of law, statute, bylaw, or ordinance of a governmental agency having jurisdiction. Further, all uses of the License Area by Licensee shall be conducted in accordance with all applicable law, ordinance, or regulation, including but not limited to any "Environmental Laws." "Environmental Laws" means any federal, state, or local statute, ordinance, rule, regulation, order, consent decree, judgment, or common-law doctrine, and provisions and conditions of permits, licenses, and other operating authorizations relating to (A) pollution or protection of the environment, including natural resources, (B) exposure of persons, including employees, to Hazardous Materials or other products, raw materials, chemicals, or other substances, (C) protection of the public health or welfare from the effects of by-products, wastes, emissions, discharges, or releases of chemical substances from industrial or commercial activities, or (D) regulation of the manufacture, use, or introduction into commerce of chemical substances, including, without limitation, their manufacture, formulation, labeling, distribution,transportation, handling, storage,and disposal. 26. RESERVATIONS TO COUNTY (SRLic-3.5 S) The License Area is accepted as is and where is by Licensee subject to any and all existing easements, encumbrances and physical characteristics. Licensee acknowledges that except as specifically herein provided, neither County not any of its employees, agents, or representatives has made any representations, warranties, or agreements to or with Licensee on behalf of County as to any matters concerning the License Area, access to the License Area, the present use thereof, or the suitability of Licensee's intended use of the License Area. Without limiting County's rights with respect to the License Area, County reserves the right to install, lay, construct, maintain, repair, and operate such sanitary sewers, drains, storm water sewers, pipelines, manholes, and connections; water, oil, and gas pipelines; telephone and telegraph power lines; and the appliances and appurtenances necessary or convenient in connection therewith, in, over, upon, through, across, under, and along the License Area or any part thereof, and to enter the License Area for any and all such purposes. County also reserves the right to grant franchises, easements, rights of way, and permits in, over, upon, through, across, under, and along any and all portions of the License Area. No right reserved by County in this Clause 26 shall be so exercised as to interfere unreasonably with Licensee's use hereunder. County agrees that rights granted to their parties by reason of this Clause 26 shall contain provisions that the surface of the land shall be restored as nearly as practicable to its original condition upon the completion of any construction. County further agrees that should the exercise of these rights temporarily interfere with the use of any or all of the License Area by Licensee, any License Fee shall be reduced in proportion to the interference with Licensee's use of the License Area. 27. NO ASSIGNMENT, SUBAGREEMENTS (SRLic-3.6 S) The License granted hereby is personal to Licensee and any assignment of said license by Licensee, DJM 1/20/26 Page 10 of 19 CEO/RFLS/CEO-026-001 CEO Real Estate Standard Revenue License Form voluntarily or by operation of law, shall automatically terminate the License granted hereby. Sublicenses or subleases are not authorized under this License and any attempt by Licensee to create any such sublicense or sublease shall be null and void and shall automatically terminate the License. 28. TAXABLE POSSESSORY INTEREST ASSESSMENTS (SRLic-3.7 S) Should this License create any possessory interest which is subject to the payment of taxes levied on such interest, it is understood and agreed that all assessments associated with said taxable possessory interest shall be the full responsibility of the Licensee, and Licensee shall cause said assessments to be paid promptly. 29. LABOR CODE COMPLIANCE (SRLic-3.8 S) Licensee acknowledges and agrees that any improvements or modifications performed by Licensee shall be governed by, and performed in accordance with, the provisions of Article 2 of Chapter 1, Part 7, Division 2 of the Labor Code of the State of California (Sections 1770, et seq.), as applicable. These provisions may be applicable to improvements or modifications costing more than $1,000, unless an exception applies, including but not limited to the exception to the definition of public works under § 1720.2. Pursuant to the provisions of Section 1773 of the Labor Code of the State of California, Licensee shall comply with the general prevailing rate of per diem wages and the general prevailing rate for holiday and overtime work in the locality applicable to this License for each craft, classification, or type of workman needed to execute the aforesaid improvements or modifications. The rates are available at the following website: httio://www.dir.ca.gov/disr/DPreWageDetermination.htin from the Director of the State Department of Industrial Relations. Licensee shall post a copy of such wage rates at the job site and shall pay the adopted prevailing wage rates at all times for all improvements or modifications to be completed for County within the License Area. Licensee shall comply with the provisions of Sections 1775 and 1813 of the Labor Code. As required by applicable law, Licensee shall maintain certified payroll records for all workers that will be assigned to the improvements or modifications. Said payroll records shall contain, but not be limited to, the complete name, address, telephone number, social security number, job classification, and prevailing wage rate for each worker. Upon request Licensee shall provide the County updated certified payroll records for all workers that shall include, but not be limited to, the weekly hours worked, prevailing hourly wage rates, and total wages paid. If Licensee neglects, fails, or refuses to provide said payroll records to the County, upon request, such occurrence shall constitute an event of default of this License and County may, notwithstanding any other termination provisions contained herein terminate this License upon written notice to Licensee. 30. RIGHT TO WORK AND MINIMUM WAGE LAWS (SRLic-3.9 S) In accordance with the United States Immigration Reform and Control Act of 1986,Licensee shall require its employees that directly or indirectly service the License Area or terms and conditions of this License, in any manner whatsoever, to verify their identity and eligibility for employment in the United States. Licensee shall also require and verify that its contractors or any other persons servicing the License Area or terms and conditions of this License, in any manner whatsoever, verify the identity of their employees and their eligibility for employment in the United States. Pursuant to the United States of America Fair Labor Standard Act of 1938, as amended., and State of DIM 1/20/26 Page 11 of 19 CEo/RFLS/CEo-026-001 CEO Rea!Estate Standard Revenue License Form California Labor Code, Division 2, Parts 4 and 7, Licensee shall pay no less than the greater of the Federal or California Minimum Wage to all its employees that directly or indirectly service the License Area, in any manner whatsoever. Licensee shall require and verify that all its contractors or other persons servicing the License Area on behalf of the Licensee also pay their employees no less than the greater of the Federal or California Minimum Wage. Licensee shall comply and verify that its contractors comply with all other Federal and State of California laws for minimum wage, overtime pay, record keeping, and child labor standards pursuant to the servicing of the License Area or terms and conditions of this License. Notwithstanding the minimum wage requirements provided for in this Clause 30, Licensee, where applicable, shall comply with the prevailing wage and related requirements pursuant to the provisions of Section 1773 of the Labor Code of the State of California. 31. SIGNS (SRLic-4.0 S) Licensee agrees not to construct, maintain, or allow any signs, banners, flags, etc., upon License Area except as approved by the Chief Real Estate Officer. Unapproved signs, banners, flags, etc., may be removed. 32. AUTHORITY(SRLic-4.1 S) The persons executing the License below on behalf of County or Licensee warrant that they have the power and authority to bind County or Licensee to this License. 33. LICENSE ORGANIZATION(SRLic-4.2 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. 34. AMENDMENTS (SRLic-4.3 S) This License is the sole and only agreement between the Parties regarding the subject matter hereof, other agreements, either oral or written, are void. Any changes to this License shall be in writing and shall be properly executed by both Parties. 35. PARTIAL INVALIDITY (SRLic-4.4 S) If any term, covenant, condition, or provision of this License is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby. 36. WAIVER OF RIGHTS (SRLie-4.5 S) The failure of Licensee or County to insist upon strict performance of any of the terms, covenants, or conditions of this License shall not be deemed a waiver of any right or remedy that Licensee or County may have, and shall not be deemed a waiver of the right or act as a legal bar to require strict performance of all the terms, covenants, and conditions of the License thereafter, nor a waiver of any remedy for the subsequent breach or default of any term, covenant, or condition of the License. Any waiver, in order to be effective, DJM 1/20/26 Page 12 of 19 CEO/RFLS/CEO-026-001 CEO Real Estate Standard Revenue.License Form must be signed by the Party whose right or remedy is being waived. 37. GOVERNING LAW AND VENUE (SRLic-4.6 S) This agreement 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 agreement, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California, and the Parties hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure section 394. 38. ATTORNEYS' FEES (SRLic-4.7 S) In the event of a dispute between County and Licensee concerning claims arising out of this License, or in any action or proceeding brought to enforce or interpret any provision of this License or where any provision hereof is validly asserted as a defense, each Party shall bear its own attorneys' fees and costs. 39. TIME OF ESSENCE (SRLic-4.8 S) Time is of the essence of this License Agreement. Failure to comply with any time requirements of this License shall constitute a material breach of this License. 40. INSPECTION (SRLic-4.9 S) County or its authorized representative shall have the right at all reasonable times to inspect the operation to determine if the provisions of this License are being complied with. 41. INSPECTION OF LICENSE AREA BY A CERTIFIED ACCESS SPECIALIST (SRLic-5.0 S) A Certified Access Specialist ("CASp") can inspect the subject License Area and determine whether the subject License Area comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject License Area, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject License Area for the occupancy or potential occupancy of the licensee, if requested by the licensee. The Parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the License Area. Pursuant to California Civil Code 1938, County hereby represents that the License Area has not undergone an inspection by a certified access specialist and no representations are made with respect to compliance with accessibility standards. If it is determined during this tenancy that a violation of handicapped access laws (including the Americans with Disabilities Act) exists at the License Area, County shall correct such non-compliance at County's cost. 42. PERMITS AND LICENSES (SRLic-5.1 S) Licensee shall be required to obtain and maintain throughout the Term of this License any and all permits and/or licenses which may be required in connection with the operation of the License Area as set out herein. No permit, approval, or consent given hereunder by County, in its governmental capacity, shall affect or vJM 1/20/26 Page 13 of 19 Ca0/RFLS/CF0-026-00l CEO.Real Estate Standard Revenue License Form limit Licensee's obligations hereunder, nor shall any approvals or consents given by County, as a Party to this License, be deemed approval as to compliance or conformance with applicable governmental codes, laws, rules, or regulations. 43. PAYMENT CARD COMPLIANCE (SRLic-5.2 S) Should Licensee conduct credit/debit card transactions in conjunction with their business with the County, on behalf of the County, or as part of the business that they conduct, Licensee covenants and warrants that it is currently Payment Card Industry Data Security Standard ("PCI DSS") and Payment Application Data Security Standard ("PA DSS") compliant and will remain compliant during the entire duration of this License. Licensee agrees to immediately notify County in the event Licensee should ever become non- compliant and will take all necessary steps to return to compliance and shall be compliant within ten (10) days of the commencement of any such interruption. 44. NONDISCRIMINATION (SRLic-5.3 S) Licensee agrees not to discriminate against any person or class of persons by reason of sex, age, race, color, creed, physical handicap, or national origin in employment practices and in the activities conducted pursuant to this License. Licensee shall make its accommodations and services available to the public on fair and reasonable terms. 45. CONDITION OF LICENSE AREA UPON TERMINATION(SRLic-5.4 S) Except as otherwise agreed to herein or in subsequent approval in writing by Licensor, upon termination of this License, Licensee shall redeliver possession of said License Area to County in substantially the same condition that existed immediately prior to Licensee's entry thereon, reasonable wear and tear, flood, earthquakes, war, and any act of war excepted. 46. DISPOSITION OF ABANDONED PERSONAL PROPERTY (SRLic-5.5 S) If Licensee abandons the License Area or is dispossessed thereof by process of law or otherwise,title to any personal property belonging to Licensee and left on the License Area ten (10) days after such event shall be deemed, at County's option, to have been transferred to County. County shall have the right to remove and to dispose of such personal property without liability therefor to Licensee or to any person claiming under Licensee and shall have no need to account therefor. 47. PUBLIC RECORDS (SRLic-5.6 S) Any and all written information submitted to and/or obtained by County from Licensee or any other person or entity having to do with or related to this License and/or the License Area, either pursuant to this License or otherwise, at the option of County, may be treated as a public record open to inspection by the public pursuant to the California Public Records Act (Government Code Section 7920.000, et seq.) as now in force or hereafter amended, or any Act in substitution thereof, or otherwise made available to the public and Licensee hereby waives, for itself, its agents, employees, sublicensees, and any person claiming by, through or under Licensee, any right or claim that any such information is not a public record or that the same is a trade secret or confidential information and hereby agrees to indemnify and hold County harmless from any and all claims, demands, liabilities, and/or obligations arising out of or resulting from a claim by Licensee or any third party that such information is a trade secret, or confidential, or not subject to inspection by the public, including without limitation reasonable attorneys' fees and costs. DJM 1/20/26 Page 14 of 19 CEO/RFLS/CEO-026-001 CEO Real Estate Standard Revenue License Form 48. RELATIONSHIP OF PARTIES (SRLic-5.7 S) The relationship of the Parties hereto is that of Licensor and Licensee, and it is expressly understood and agreed that County does not in any way or for any purpose become a partner of or a joint venture with Licensee in the conduct of Licensee's business or otherwise, and any provisions of this License and the agreements relating to money payable hereunder arc included solely for the purpose of providing a method by which such payments are to be measured and ascertained. 49. SECURITY(SRLic-5.8 S) During the Term, Licensee shall be responsible for securing the License Area, and providing security for the License Area and any property left thereon. The Licensee recognizes that the County will not be providing any security. In no event shall County be directly or indirectly liable to Licensee or any other person and Licensee hereby waives any and all claims against and releases County, its employees, agents, licensees and invitees from any and all claims arising as a consequence of or related to the same. 50. UNAUTHORIZED USE AND DAMAGE FEE(SRLic-5.9 S) If Licensee continues to use or store personal property in the License Area after the termination of this License or expiration of the Term, without a written agreement between the Parties authorizing such continued use or storage, such use and/or storage shall be an unauthorized use and trespass of the License Area. Licensee agrees the damages owed for each such unauthorized use and/or trespass by Licensee shall be two hundred percent (200%) of the Administrative Cost ("Damage Fee"). The Parties agree that this amount is a reasonable and fair assessment of the County's damages for each such situation.. This Damage Fee shall not address any additional costs or damages incurred by the County if it is compelled to return the License Area to its original condition, which may include the costs of removing property Licensee left in the License Area. The actual costs of such damages shall be borne by the Licensee independent of the Damage Fee and shall be paid to County no later than fifteen (15) days after demand from County. Nothing contained herein shall grant Licensee any right to remain within the License Area after the License has expired or terminated. The County shall be entitled to enforce this Damage Fee language after termination or expiration of this License; this Clause 50 shall survive the termination or expiration of this License. This Clause is not exclusive of County's rights and remedies if an unauthorized use or trespass occurs, and County reserves all rights and remedies against Licensee according to law. 51. NOTICES (SRLic-6.0 S) All written notices pursuant to this License shall be addressed as set forth below or as either Party may hereafter designate by written notice and shall be deemed delivered upon personal delivery, delivery by facsimile machine, electronic mail, or seventy-two (72)hours after deposit in the United States Mail. DJM 1120126 Page 15 of 19 CEO/RFLS/CEO-026-001 CEO Real Estate Standard Revenue License Fonn To: County To: Licensee County of Orange, CEO Real Estate Santa Ana Police Department 400 W. Civic Center Dr., 5th Floor 60 Civic Center Plaza Santa Ana, CA 92701 Santa Ana, CA 92701 Attention: Chief Real Estate Officer Attention: Chief Robert Rodriguez License No: CEO/RFLS/CEO-026-001 Any and all insurance related mail shall include the License number and project name and Licensee shall mail all insurance certificates and insurance-related correspondence to: insurance.ceore{c�r�,ceo.oc.gov. 52. COUNTERPARTS (SRLic-6.1 S) This License may be executed in one or more electronic or original counterparts, each of which will be deemed an original signature but all of which together will constitute one and the same instrument. 53. ATTACHMENTS TO LICENSE (SRLic-6.2 S) This License includes the following, which are attached hereto and made a part hereof: I. EXHIBITS Exhibit A—License Area Description Exhibit B —License Area Depiction 11 1l 1l DJM 1/20/26 Page 16 of 19 CEO/RFLS/CEO-626-001 CEO Real Estate Standard Revenue License Form IN WITNESS WHEREOF,the Parties have executed this License the day and year first above written. APPROVED AS TO FORM: LICENSEE OFFICE OF COUNTY COUNSEL ORANGE COUNTY, CALIFORNIA SANTA ANA POLICE DEPARTMENT By; By; see attached signature page Deputy Robert Rodriguez, Chief of Police COUNTY COUNTY OF ORANGE By: Thomas A. Miller, Chief Real Estate Officer County Executive Office Per Resolution No. 23-153 and Minute Order dated December 5, 2023 Date: D]M 1/20/26 Page 17 of 19 CEQ/RFLS/CEO-026-001 C1 0 Real Estate Standard Revenue License Form IN WITNESS WHEREON, the parties hereto have executed this Agreement the date and year first above written. CITY OF SANTA ANA TTEST: RO NE NNIFER L. HALL City Man 3? !' City Clerk APPROVED AS TO FORM: RECOMMENDED FOR APPROVAL: SONIA R. CARVALHO City Attorney By: AMARA OGOSIAN ROBERT RODRIGUEZ Senior Assistant City Attorney Chief of Police EXHIBIT A LICENSE AREA DESCRIPTION LICENSE NO: CEOIRFLS/CEO-026-0010EO/RFLS/CEO- WRITTEN BY: DAVID MAY 026-001 PROJECT: 401 CIVIC CENTERISAPD TRAINING DATE: 1/20/2026 All the License Area outlined in red shown on a map marked Exhibit B, attached hereto,which is located at 401 Civic Center Drive, Santa Ana, CA 92701. NOT TO BE RECORDED DJM 112OY26 Page 18 of 19 CEO/RF LS/CEO-026-001 CEO Real Estate Standard Revenue License Form EXHIBIT B LICENSE AREA DEPICTION - , 4 r go . . AM -L^4\9UL" U.Yvfl45li.WD- �T�+A. M Ik .' �• tfr Lirh�� f 4ado F f — — t _ may 'r' 1II • A f 4 l} I _ ,J n fir► L1e1i ■. , DJM IJ20/26 Page 19 of 19 CEO/RFLSICEO-026-001 CEO Real Estate Standard Revenue License Form