HomeMy WebLinkAboutORANGE, COUNTY OF (48) (2) - 20173
5
7
9
I1
13
15
17
19
21
23
25
27
29
31
33
35
37
39
41
43
45
47
49
I IM 3 1 2017
a
O: SAPD lot)
copy
Fiscal LICENSE
Imo)
THIS LICENSE (hereinafter referred to as "License") is made and entered into JZQa_ 1s 2017
("Effective Date") by and between City of Santa Ana (hereinafter referred to as "LICENSEE") and the
COUNTY OF ORANGE, a political subdivision of the State of California (hereinafter referred to as
"COUNTY"), without regard to number and gender. COUNTY and LICENSEE may be referred to
individually herein as a "Party" or collectively as the "Parties."
N-2017-008
RECITALS
WHEREAS, LICENSEE desires the use of the former South County Justice Center in Laguna Niguel,
(hereinafter referred to as the "Facility") in order to conduct law enforcement training program; and
WHEREAS, COUNTY owns the Facility, which meets and exceeds the LICENSEE's needs; and
WHEREAS, COUNTY agrees to allow at the Facility the operation of LICENSEE's law enforcement
training program.
NOW, THEREFORE, in consideration of the Recitals above, the receipt of which the Parties acknowledge
herein and which are incorporated herein by this reference, and the mutual covenants, benefits, and promises
contained herein, COUNTY and LICENSEE do hereby agree as follows:
1. DEFINITIONS (A2VILC-2.1 S)
The following words in this License shall have the significance attached to them in this Clause, unless
otherwise apparent from context:
"Board of Supervisors" -shall mean the Board of Supervisors of the County of Orange, a political
subdivision of the State of California.
"County Counsel" shall mean the County Counsel, 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.
"County Executive Officer" shalt mean 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.
"Facility" shall mean the former South Court Justice Center located at 30143 Crown Valley Pkwy, Laguna
Niguel, CA 92677.
Risk Manager" shalt mean the Manager of County Executive Office, Risk Management, for the County of
Orange, or upon written notice to LICENSEE, such entity as shall be designated by the County Executive
Officer.
"Santa Ana Police Department" shall mean the Santa Ana Police Department, Santa Ana, California.
VM017 9:38 AM
Page I of 15
3
5
7
9
11
13
15
17
t9
21
23
25
27
29
31
33
35
37
39
41
43
45
47
49
2. TERM (AMLC-3.1 N)
This License shall become effective upon the date first above written and terminate upon the demolition of
the Facility or thirty (30) days prior written notice by COUNTY.
3. TERMINATION OF PRIOR AGREEMENTS (AMLC-12.1 S)
It is mutually agreed that this License shall terminate and supersede any prior agreements between the
Parties hereto, covering all or any portion of the Facility. Notwithstanding the foregoing, this Clause shall
not release LICENSEE from any obligations under any prior agreements to be performed through the
effective date of this License or from any obligations of indemnification based upon events occurring prior to
the effective date of this License.
4. TERMINATION (AMLC-3.3 S)
This License shall be revocable by either COUNTY or LICENSEE at any time without cause; however, as a
courtesy to LICENSEE, COUNTY will attempt to give to LICENSEE thirty (30) days prior written notice of
said revocation.
5. LICENSE AREA (AMLC-4.1 N)
COUNTY grants to LICENSEE the non-exclusive and revocable right to use the Facility, as described in
Exhibit A and shown on Exhibit B, attached hereto and by this reference made a part hereof.
6. USE (ANILC-5.1 S)
LICENSEE's use of the Facility shall be limited to the conduct of law enforcement training program and
related activities thereto.
LICENSEE agrees not to use the Facility for any other put -pose nor to engage in or permit any other activity
within or from the Facility. LICENSEE further agrees not to conduct or permit to be conducted any public
or private nuisance in, on, or from the Facility, not to commit or permit to be committed waste on the
Facility, and to comply with all governmental laws and regulations in connection with its use of the Facility.
NO ALCOLHOLIC BEVERAGES OR TOBACCO PRODUCTS SHALL BE SOLD OR CONSUMED
WITHIN THE FACILITY.
7. UTILITIES (AMLC-9.1 N)
COUNTY shall be responsible for all charges for utilities supplied to the Facility.
8. INSURANCE (ANILC-10.1 S)
LICENSEE agrees to purchase all required insurance at LICENSEE's expense and to deposit with the
17/2017 gas ANI
Page 2 of 15
I1
13
15
17
19
21
23
25
27
29
31
33
35
37
39
41
43
45
47
49
COUNTY certificates of insurance, including all endorsements required herein, necessary to satisfy the
COUNTY that the insurance provisions of this License have been complied with and to keep such insurance
coverage and the certificates and endorsements therefore on deposit with the COUNTY during the entire
term of this License. This License shall automatically terminate at the same time LICENSEE's insurance
coverage is terminated. If within ten (10) business days after termination under this Clause LICENSEE
obtains and provides evidence of the required insurance coverage acceptable to Chief Real Estate Officer,
this License may be reinstated at the sole discretion of Chief Real Estate Officer. LICENSEE shall pay
COUNTY for processing the reinstatement of this License. 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 Chief Real Estate Officer. In no cases shall assurances by LICENSEE, its employees, agents,
including any insurance agent, be construed as adequate evidence of insurance. Chief Real Estate Officer
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
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 Chief Real Estate Officer reinstates the License. If LICENSEE
fails to provide Chief Real Estate Officer 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 Chief
Real Estate Officer 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. 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 (SIRS) and
deductibles shall be clearly stated on the Certificate of Insurance. If no SIRs or deductibles apply, indicate
this on the Certificate of Insurance with a zero (0) by the appropriate line of coverage. Any self-insured
retention (SIR) or deductible in excess of $25,000 ($5,000 for automobile liability), shall specifically be
approved by the County Executive Office (CEO) upon review of LICENSEE's current audited financial
report.
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 AM
Best's Rating) and VIII (Financial Size Category as determined by the most current edition of the Best's Key
Rating GuideiProperty-Casualty/United States or ambest.com). It is preferred, but not mandatory, that the
1/3/2017 938AM
Page 3 of 15
insurer be licensed to do business in the state of California (California Admitted Carrier).
If the insurance carrier does not have an A.M. Best Rating of A-NIII, the 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
coverage as set forth below:
11 Coverages
13
15
17
19
21
23
25
27
29
31
33
35
37
39
41
43
45
47
49
Commercial General Liability
Automobile Liability including coverage for
owned, non -owned and hired vehicles
Workers' Compensation
Employers' Liability Insurance
Minimum Limits
$1,000,000 per occurrence
$2,000,000 aggregate
$1,000,000 limit per occurrence
Statutory
$1,000,000 per occurrence
Required Coverage Forms The Commercial General Liability coverage shall be written on Insurance
Services Office (ISO) form CG 00 01, or a substitute for 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 as broad.
Required Endorsements
The Commercial General Liability and Environmental/Pollution Liability policy shall contain the following
endorsements, which shall accompany the Certificate of insurance:
An Additional Insured endorsement using ISO form CG 2010 or CG 2033 or a form at least as broad naming
the County of Orange, its elected and appointed officials, officers, employees, agents as Additional Insureds.
A primary non-contributing endorsement 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.
1/3/20 17 9:38 AM
Page 4 of 15
11
13
15
17
19
21
23
25
27
29
31
33
35
37
39
41
43
45
47
49
All insurance policies required by this contract shall waive all rights of subrogation against the County of
Orange, its elected and appointed officials, officers, agents and employees when acting within the scope of
their appointment or employment.
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, agents and employees.
LICENSEE shall notify County in writing within thirty (30) days of any policy cancellation and ten (10)
days for 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 LICENSE.
The Commercial General Liability policy shall contain a severabUity 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 Chief Real Estate Officer. 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 deposit copies of acceptable certificates of insurance and endorsements with 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.
9. GENERAL OPERATIONS (AMLC-11.1 N)
During such times as LICENSEE uses the License Area, LICENSEE shall, to the satisfaction of COUNTY,
keep and maintain the Facility in good condition and in substantial repair. It shall be LICENSEE's
responsibility to take all steps necessary or appropriate to maintain such standard of condition and repair.
LICENSEE expressly agrees to maintain the Facility in a safe, clean, wholesome, and sanitary condition to
the complete satisfaction of COUNTY and in compliance with all applicable laws and regulations.
LICENSEE further agrees to keep the Facility free and clear of rubbish and litter. COUNTY shall have the
right to enter upon and inspect the Facility at any time for cleanliness and safety.
LICENSEE shall designate in writing to COUNTY an on-site representative who shall be responsible for the
day-to-day operation and level of maintenance, cleanliness, and general order.
1!32017 9:38 ASI
Page 5 of 15
11
13
15
17
19
21
23
25
27
29
31
33
35
37
39
41
43
45
47
49
10. LIMITATION OF THE LICENSE (N)
This License and the rights and privileges granted LICENSEE in and to the Facility are subject to all
covenants, conditions, restrictions, and exceptions of record or apparent. This includes, but is not limited to,
on-site verbal instructions communicated to LICENSEE by COUNTY personnel on duty at the Facility.
Nothing contained in this License or in any document related hereto shall be construed to imply the
conveyance to LICENSEE of rights in the Facility, which exceed those owned by COUNTY.
11. HAZARDOUS MATERIALS (N)
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.
Use of Hazardous Materials. Except for those Hazardous Materials which are customarily used in connection
with any permitted use of the Facility and Improvements under this License (which Hazardous Materials
shall be used in compliance with all applicable Laws), 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 Facility (which for purposes of this Clause shall include the
subsurface soil and ground water).
Licensee Obligations. If the presence of any Hazardous Materials on, under or about the Facility caused or
pennitted by LICENSEE or Licensee Parties results in (i) injury to any person, (ii) injury to or contamination
of the Facility (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 Facility to the condition existing prior to the introduction of such Hazardous Materials to the
Facility 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 Facility 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 Premises 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 performed 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.
Indemnification for Hazardous Materials. To the fullest extent permitted by law, LICENSEE hereby agrees
to indemnify, hold harmless, protect and defend (with attorneys acceptable to COUNTY) COUNTY, its
elected officials, officers, employees, agents and independent contractors and the License Area, from and
against any and all liabilities, losses, damages (including, but not limited to, damages for the loss or
restriction on use of Facility or damages arising from any adverse impact on marketing of the Facility),
diminution in the value of the Facility, judgments, fines, demands, claims, recoveries, deficiencies, costs and
expenses (including, but not limited to, reasonable attorneys' fees, disbursements and court costs and all
1/3/2017 908 ANI
Page 6 of 15
11
13
15
17
19
21
23
25
27
29
31
33
35
37
39
41
43
45
47
49
other professional or consultant's expenses), whether foreseeable or unforeseeable, arising directly or
indirectly out of the presence, use, generation, storage, treatment, on or off-site disposal or transportation of
Hazardous Materials on, into, from, under or about the Facility by LICENSEE or LICENSEE's agents. The
foregoing indemnity shall also specifically include the cost of any required or necessary repair, restoration,
clean-up or detoxification of the Facility and the preparation of any closure or other required plans.
12. BEST MANAGEMENT PRACTICES (N)
LICENSEE and all of its subtenants, agents, employees and contractors shall conduct operations under this
License so as to assure that pollutants do not enter municipal storm drain systems which systems are
comprised of, but are not limited to curbs and gutters that are part of the street systems ("Stormwater
Drainage System"), and to ensure that pollutants do not directly impact "Receiving Waters" (as used herein,
Receiving Waters include, but are not limited to, rivers, creeks, streams, estuaries, lakes, harbors, bays and
oceans).
The Santa Ana and San Diego Regional Water Quality Control Boards have issued National Pollutant
Discharge Elimination System permits ("Stormwater Permits") to the County of Orange, and to the Orange
County Flood Control District and cities within Orange County, as co -permittees (hereinafter collectively
referred to as "County Parties") which regulate the discharge of urban runoff from areas within the County of
Orange, including the License Areas and Access Area under this License. The County Parties have enacted
water quality ordinances that prohibit conditions and activities that may result in polluted runoff being
discharged into the Stormwater Drainage System.
To assure compliance with the Stormwater Permits and water quality ordinances, the County Parties have
developed a Drainage Area Management Plan ("DAMP") which includes a Local Implementation Plan
("LIP") for each jurisdiction that contains Best Management Practices ("BMPs") that parties using properties
within Orange County must adhere to. As used herein, a BMP is defined as a technique, measure, or
structural control that is used for a given set of conditions to manage the quantity and improve the quality of
storm water runoff in a cost effective manner. These BMPs are found within the County's LIP in the form of
Model Maintenance Procedures and BMP Fact Sheets (the Model Maintenance Procedures and BMP Fact
Sheets contained in the DAMP/LIP shall be referred to hereinafter collectively as "BMP Fact Sheets") and
contain pollution prevention and source control techniques to eliminate non -storm water discharges and
minimize the impact of pollutants on stormwater runoff.
BMP Fact Sheets that apply to uses authorized under this License include the BMP Fact Sheets that are
attached hereto as Exhibit E, which exhibit is attached hereto and by reference made a part hereof. These
BMP Fact Sheets may be modified during the term of the License; and the Director of Orange County Public
Works shall provide LICENSEE with any such modified BMP Fact Sheets. LICENSEE, its subtenants,
agents, contractors, representatives and employees and all persons authorized by LICENSEE to conduct
activities on the Facility shall, throughout the term of this License, comply with the BMP Fact Sheets as they
exist now or are modified, and shall comply with all other requirements of the Stormwater Permits, as they
exist at the time this License commences or as the Stormwater Permits may be modified. The BMPs
applicable to uses authorized under this License must be performed as described within all applicable BMP
Fact Sheets.
PT2017 9:38 ANI
Page 7 of 15
1
3
5
7
9
11
13
15
17
19
21
23
25
27
29
31
33
35
37
39
41
43
45
47
49
LICENSEE may propose alternative BMPs that meet or exceed the pollution prevention performance of the
BMP Fact Sheets. Any such alternative BMPs shall be submitted to the Director of Orange County Public
Works for review and approval prior to implementation.
The Chief Real Estate Officer or authorized representative may enter the Facility and/or review
LICENSEE's records at any time to assure that activities conducted on the Facility comply with the
requirements of this Clause. LICENSEE may be required to implement, if applicable, a self-evaluation
program to demonstrate compliance with the requirements of this Clause.
13. AUTHORIZATION (N)
LICENSEE and COUNTY (each, a "signing party") each represents and warrants to the other that the person
or persons signing this License on behalf of the signing party has full authority to do so and that this License
binds the signing party. Concurrently with the execution of this License, each signing party shall deliver to
the other a certified copy of a resolution of the signing party's board of directors or other governing board
authorizing the execution of this License by the signing party.
14.NOTICES (ANILC-14.1 S)
All 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 sent through the United States mail in the State of California duly
registered or certified with postage prepaid. If any notice is sent by registered or certified mail, as aforesaid,
the same shall be deemed served or delivered twenty-four (24) hours after mailing thereof as above provided.
Notwithstanding the above, COUNTY may also provide notices to LICENSEE by personal delivery or by
regular mail and any such notice so given shall be deemed to have been given upon receipt.
TO: COUNTY
TO: LICENSEE
County of Orange
City of Santa Ana
CEO Real Estate
City Clerk
Attn: Scott D. Mayer
20 Civic Center Plaza
333 West Santa Ana, 31 Floor
P.O. Box 1988 Santa
Santa Ana, CA 92701
Ana, CA 92701
15. ATTACHMENTS TO LICENSE (ANILC-15.1 S)
This License includes the GENERAL CONDITIONS, which are attached hereto and made a part hereof:
I. General Conditions
II. Exhibit A - Description of Premises
II. Exhibit B - Location Map
IV. Exhibit C - Best Management Practices
1612017 9:38 ANI
Page 8 of 15
11
13
15
17
19
21
23
25
27
29
31
33
35
37
39
41
43
45
47
49
IN WITNESS WHEREOF, the parties have executed this License on the date first written above.
APPROVED AS TO FORM:
OFFICE OF COUNTY COUNSEL
ORANGE COUNTY, CALIFORNIA
By
LICENSEE
CITY OF SANTA ANA
f�
By {'
Deputy
Gerardo M et, Acting Cly
ManagerDate:
' ® C °
t
ATTEST:
COUNTY
By ----
�� Maria D. Huizar
Clerk of the Council
APPROVED AS TO FORM:
Scott Mayer, Chief Real Estate Officer
County Executive Office
SONIA R. CARNAL
Per Ordinance 14-014 and Resolution
Cit ttorney
No. 09-011 of the Board of Supervisors
B
Amara Bogostan
Assistant City Attorney
RECOMMENDED FOR APPROVAL:
Carlos Rojas
Chief of Police
1;3.2017 9:38 AM
Page 9 of 15
11
13
15
17
19
21
23
25
27
29
31
33
35
37
39
41
43
45
47
49
GENERAL CONDITIONS
1. PERMITS AND LICENSES (ANILC - GC2 N)
LICENSEE shall be required to obtain any and all permits and/or licenses which may be required in
connection with the operation of the Facility as set out herein and with the programs to be conducted therein.
No permit, approval, or consent given hereunder by COUNTY, in its governmental capacity, shall affect or
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.
2. SIGNS (ANiLC-GC3 S)
LICENSEE agrees not to construct, maintain, or allow any signs, banners, flags, etc., upon Facility.
3. LICENSE ORGANIZATION (ANILC-GC4 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.
4. AMENDMENTS (AMLC-GC5 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.
5. UNLAWFUL USE (AMLC-GC6 S)
LICENSEE agrees no improvements shall be erected, placed upon, operated, nor maintained on the Facility,
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.
6. INSPECTION (ANILC-GC7 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.
7. INDEMNIFICATION (AMLC-GC8 S)
LICENSEE hereby waives all claims and recourse against COUNTY including the right of contribution for
loss or damage of persons or property arising from, growing out of, or in any way connected with or related
to this License except claims arising from the concurrent active or sole negligence of COUNTY, its officers,
agents, and employees, LICENSEE hereby agrees to indemnify, hold harmless, and defend COUNTY, its
officers, agents, and employees with Counsel approved in writing by COUNTY against any and all claims,
loss, demands, damages, cost, expenses, or liability costs arising out of the operation, use, or maintenance of
the property described herein, and/or LICENSEE's exercise of the rights under this License, except for
!712017 9:38 .AM
Page 10 of 15
11
13
15
17
19
21
23
25
27
29
31
33
35
37
39
41
43
45
47
49
liability arising out of the concurrent active or sole negligence of COUNTY, its officers, agents, or
employees, including the cost of defense of any lawsuit arising therefrom.
In the event COUNTY is named as co defendant, LICENSEE shall notify COUNTY of such fact and shall
represent COUNTY in such legal action, with counsel acceptable to COUNTY, unless COUNTY undertakes
to represent itself as co defendant in such legal action, in which event LICENSEE shall pay to COUNTY its
litigation costs, expenses, and attorney's fees. In the event judgment is entered against COUNTY and
LICENSEE because of the concurrent active 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
I urisdiction. Neither party shall request ajury apportionment.
S. TAXES AND ASSESSMENTS (AMLC-GC9 S)
Although not anticipated, should this License create a possessory interest which is subject to the payment of
taxes levied on such interest, it is understood and agreed that all taxes and assessments (including but not
limited to said possessory interest tax) which become due and payable in connection with this License or
upon fixtures, equipment, or other property used in connection with this License, shall be the full
responsibility of LICENSEE, and LICENSEE shall cause said taxes and assessments to be paid promptly.
9. PARTIAL INVALIDITY (AMLC-GC10 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.
10. WAIVER OF RIGHTS (AMLC-GC11 S)
The failure of 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 COUNTY may have, and shall not be
deemed a waiver of the right 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, must be signed by the party whose right or
remedy is being waived.
11. CONDITION OF LICENSE AREA UPON TERMINATION (AMLC-GC12 S)
Except as otherwise agreed to herein, upon termination of this License, LICENSEE shall redeliver
possession of said Facility 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.
12. DISPOSITION OF ABANDONED PERSONAL PROPERTY (AMLC-GC13 S)
If LICENSEE abandons the Facility or is dispossessed thereof by process of taw or otherwise, title to any
personal property belonging to LICENSEE and left on the Facility 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
132017 9:38 AFM
Page 11 of 15
3
5
7
9
11
13
15
17
19
21
23
25
27
29
31
33
35
37
39
41
43
45
47
49
remove and to dispose of such property without liability therefore to LICENSEE or to any person claiming
under LICENSEE, and shall have no need to account therefore.
13. TIME OF ESSENCE (AMLC-GC14 S)
Time is of the essence of this License. Failure to comply with any time requirements of this License shall
constitute a material breach of this License.
14. NO ASSIGNMENT (AMLC-G15 S)
The License granted hereby is personal to LICENSEE and any assignment of said license by LICENSEE,
voluntarily or by operation of law, shall automatically terminate the License granted hereby.
15. RIGHT TO WORK AND MINIMUM WAGE LAWS (AMLC-GC17 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 Facility 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 Facility 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
California Labor Code, Section 1178.5, 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 Facility, in any manner
whatsoever. LICENSEE shall require and verify that all its contractors or other persons servicing the
Facility 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 Facility or terms and conditions of this License.
//
//
1T2017 9:38 AM
Page 12 of 15
1
3
5
7
9
11
13
15
17
19
21
23
25
27
29
31
33
35
37
39
41
43
45
47
49
EXHIBIT A
Facility DESCRIPTION (10.1 S)
PROJECT: Law Enforcement Training
DATE: July 13, 2016
All the License Area shown on a map marked Exhibit B, attached hereto,
which is located inside the former Laguna Niguel Courthouse and parking
lot, in the city of Laguna Niguel, County of Orange, State of
California.
1,12017 9:38 AM
Page 13 of 15
e
1
3
5
7
9
Il
13
15
17
19
21
23
25
27
29
31
33
35
37
39
41
43
45
47
49
EXHIBIT C
Best Management Practices ("BMPs" Fact Sheets)
LICENSEE shall be responsible for implementing and complying with all BMP
Fact Sheet requirements that apply to this LICENSEE `S operations.
LICENSEE is to be aware that the BMP clause within this LICENSE, along
with all related BMP Exhibits, may be revised, and may incorporate more
than what is initially being presented in this LICENSE.
Suggested BMPs Fact Sheets may include, but may not be limited to, the
following list shown below and can be found at: http:U nnwatershpds
nom/donnmPnts/hmn (website may change from time to time):
• TC3 Riildina Maintenance IC4
Carpet Cleaning
• IC5 Concrete & Asphalt Production, Application &
Cutting TCF Can tam
nat ad or Frodbla Surf are n,roaa
• TC7 Landsnane MaintenannP
• T(.()Qjj:loori Drainage from Tnrinnr Aram
IC1O Outdoor Loading/Unloading of Materials p
• TC1 T C)ntr dnoR12CCPsn
a Fainmeni- ()z Pra&
tionS
Maintenance JC12 Outdoor Storage of Raw Materials,
Products, & Containers TCIt_3 C)ver wat P_r Activities
• IC14 Painting, Finishing, &Coatings of Vehicles, Boats,
Buildings, & Equipment IC15 Parking & Storage Area Maintenance
• TC4i_11 Prevention & C1Pannn
Iri7 WaGtP Handlina & Dis ne Gal
IC23 Fire Sprinkler Testing/Maintenance
TC24 WaRtewatpr niSncGal (-,nid,P1ines
IDi2017 9:38 AM
Page 15 of 15