HomeMy WebLinkAbout07 - Use of Signal PeakAGENDA ITEM
TO: Mayor and City Council Zw FROM: Sharon Wood, Assistant City Manager
SUBJECT: License Agreement Between County of Orange and Metro Cities
Fire Authority for Use of Signal Peak
RECOMMENDATION
Authorize the City's representative to the Metro Cities Fire Authority Board to
approve the Signal Peak License Agreement.
DISCUSSION
Metro Cities Fire Authority is in the process of upgrading their mobile data
system infrastructure. The infrastructure includes equipment installed at the
Metro Cities Communications Center in Anaheim and data base station
equipment at three site locations. Currently the three site locations are Anaheim
City Hall West, Sierra Peak County Communications Facility and Hoag Hospital.
Geographic Information System (GIS) generated maps validate that
inbound/ outbound data radio coverage for the seven member agencies will be
optimized if the third site for the new system equipment is the Signal Peak
County Communications Facility, rather than Hoag Hospital.
The Authority has requested permission from the County of Orange to install the
mobile data communications equipment at the Signal Peak Communications
Facility. The County has granted the request pending execution of a License
Agreement between the County of Orange and Metro Cities Fire Authority.
Once approved, the Agreement will be in effect for ten (10) years or until
terminated by either party. This is a standard license agreement for agencies that
house communications equipment in a County facility. The Authority currently
has a similar License Agreement with the County for the Sierra Peak
Communications Facility.
There is a minimal chance that damages to County property will occur as a result
of Metro Cities equipment, which the proposed License Agreement addresses
with an indemnification clause requiring the Authority to indemnify and defend
the County against any damages that may occur during the term of this License.
The Metro Cities Joint Powers Authority Agreement provides that any damages
incurred by the Authority will be paid by its member cities. The Board has the
authority to act on indemnification up to $1,000,000, but the County was not
amenable to this limit. Therefore, the city council of each member city must
approve the agreement.
2
Project No: PM 1239 -7 -6
2 Project Name: Metro Cities Fire Authority
Project Location: Signal Peak
4
LICENSE
6 (Communications Agreement)
8 This License Agreement ( "License ") is made , 19_9 by and between
the COUNTY OF ORANGE, hereinafter referred to as "COUNTY ", and the METRO CITIES
10 FIRE AUTHORITY, a joint powers authority, hereinafter referred to as "LICENSEE" , without
regard to number or gender.
12
1. DEFINITIONS (PML2.1S)
14
The following words in the License have the significance attached to them in this clause, unless
16 otherwise apparent from context:
18 "Sheriff' means the Sheriff of the County of Orange, or designee, or upon written notice to
LICENSEE, such person or entity as shall be designated by the Board of Supervisors.
20
"Communications Manager" means the Manager of Communications, Sheriff - Coroner, County of
22 Orange, or designee, or upon written notice to LICENSEE, such person or entity as shall be
designated by the Sheriff - Coroner.
24
"Board of Supervisors" means the Board of Supervisors of the County of Orange, a political
26 subdivision of the State of California
28 2. TERM (PML3.1S)
30 The effective date ( "Effective Date ") of this License shall be effective from the date first written
above and shall continue in effect until ten (10) years thereafter or until terminated as provided in
32 Clause 3 (TERMINATION) of this License, whichever first occurs. In no event shall the term of
this License surpass the length of term specified in any current or future lease or ground lease
34 agreement for the COUNTY's Signal Peak communications facility ( "Facility ") between
COUNTY and The Irvine Company ( "TIC ").
36
3. TERMINATION (PML3.2S)
38
This License shall be revocable by either COUNTY or LICENSEE at any time upon forty -five
40 (45) days prior written notice from one party to the other.
42 In the event either party terminates this License, LICENSEE shall promptly remove LICENSEE's
Communication Equipment from the License Area and shall promptly take possession of and
44 remove said Communication Equipment from the Facility. LICENSEE agrees to leave License
Area in good condition and repair, normal wear and tear excepted.
Signal Peak.1 1 PM 1239 -7 -6 Signal Peak
03/30/01 :2:22 PM Metro cities Fire Authority
2
4. TERMINATION OF PRIOR AGREEMENTS (PML12.1 S)
4
It is mutually agreed that this License shall terminate and supersede any prior agreements between
6 the parties hereto covering all or any portion of the License Area. Notwithstanding the foregoing,
this provision shall not release Licensee from any obligations under any prior agreements to be
8 performed through the Effective Date of this Agreement or from any obligations of
indemnification based upon events occurring prior to the Effective Date of this Agreement.
10
5. LICENSE AREA (PML4.1N)
12
COUNTY grants to LICENSEE the right to use that certain property hereinafter referred to as
14 "License Area," shown on "Exhibit A", Location Map, attached hereto and made a part hereof.
16 6. LICENSE SUBORDINATE TO SIGNAL PEAK GROUND LEASE WITH TIC (N)
18 This License shall at all times be subordinate and subject to the provisions and requirements of that
certain Signal Peak Ground Lease dated December 17, 1986, between TIC and COUNTY relative
20 to the development, operation, and maintenance of the Facility, or any subsequent agreement
between said parties.
22
In the event TIC shall declare default under said Lease agreement for action or inaction on the part
24 of LICENSEE, COUNTY shall have the right to cure any such default and invoice LICENSEE for
COUNTY's cost of said cure. LICENSEE shall reimburse COUNTY for such cost(s) within thirty
26 (30) days after receipt of said invoice.
28 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
30 COUNTY.
32 7. USE (PML 5.1N)
34 LICENSEE shall have the right to install, remove, operate, -maintain and repair its
communications equipment ("Communication Equipment ") as described in "Exhibit B",
36 Description of Licensee's Equipment, attached hereto and made a part hereof.
38 Throughout the term of this License and at all times, COUNTY shall have the right, at
COUNTY's sole discretion, to determine the specific location of LICENSEE's Communication
40 Equipment within, the License Area. In the event COUNTY determines that LICENSEE's
Communication Equipment must be relocated within the License Area, LICENSEE shall relocate
42 said Communication Equipment at LICENSEE's sole cost.
Signal Peak.1 2 PM 1239 -7 -6 Signal Peak
03/30/01 :2:22 PM Metro Cities Fire Authority
LICENSEE shall use the License Area in such a manner so as not to interfere with the
2 COUNTY's use of or equipment at the Facility or with the use by or equipment of COUNTY's
other licensees at said Facility.
4
LICENSEE agrees not to use the License Area for any other purpose nor to engage in or permit
6 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, nor to
8 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 thereof.
10
8. USE FEE (PML6.1N)
12
LICENSEE agrees to pay COUNTY from and after the Effective Date of this License the sum of
14 Six Hundred Dollars ($600) per year as an annual use fee ( "Use Fee ") for the use of the License
Area. Use Fee shall be payable annually in advance within thirty (30) days after receipt of invoice
16 provided by COUNTY. LICENSEE shall be provided with said invoice within sixty (60) days
prior to the anniversary of the Effective Date of this License. LICENSEE shall pay the Use Fee
18 while this License is in effect, without deduction or offset, in lawful money of the United States.
20 In the event the obligation to pay the Use Fee terminates on a day other than the anniversary of the
Effective Date of the License, the Use Fee shall be prorated to reflect the actual period of use on
22 the basis of a 360 -day year.
24 The Use Fee is in accordance with the fee schedule ( "Fee Schedule ") set forth in "Exhibit C ",
Fee Schedule, attached hereto and made a part hereof. The Board of Supervisors may from time to
26 time revise and/or amend all or part of the Fee Schedule, including adding charges for use of
COUNTY's microwave network. If the Board of Supervisors revises or amends the Fee Schedule,
28 LICENSEE's Use Fee amount shall be automatically adjusted per the new Fee Schedule as of the
date of approval of the new Fee Schedule by the Board of Supervisors. Upon approval of the new
30 Fee Schedule, COUNTY will provide LICENSEE with a notice of adjustment to LICENSEE's
Use Fee according to the Board of Supervisors approved new Fee Schedule, and a copy of the
32 Board item referencing approval of said new Fee Schedule.
34 LICENSEE shall be invoiced for any increased Use Fee amount prorated from the date of Board
of Supervisors approval of the new Fee Schedule. Said increase shall be due and payable by
36 LICENSEE upon receipt of invoice. LICENSEE shall be credited for any decrease in the Use Fee
amount prorated from the date of said approval and said credit shall be applied on the invoice
38 Licensee receives within sixty (60) days prior to the following anniversary of the commencement
date of this License.
40
9. PROCESSING FEE (PML6.3S)
42
Upon approval by COUNTY of this License, LICENSEE shall pay to COUNTY a processing fee
44 of $1,000 for issuance of the License. Said processing fee is deemed earned by COUNTY and is
not refundable. COUNTY shall provide LICENSEE with an invoice for said processing fee and
Signal Peak.l S PM 1239 -7-6 Signal Peak
03/30/01 . 2:22 PM Metro Cities Fire Authority
LICENSEE shall promptly pay the total processing fee amount within thirty (30) days after receipt
2 of invoice.
4 10. PAYMENT PROCEDURE (PML7.1S)
6 All payments pursuant to this License shall be delivered to the County of Orange,
Sheriff /Financial, 320 North Flower Street, Suite 108, Santa Ana, California, 92703, Attention:
8 Accounting. COUNTY may change the designated place of payment at any time upon ten (10)
days written notice to LICENSEE. All payments may be made by check payable to the County of
10 Orange. LICENSEE assumes risk of loss if payments are made by mail.
12 No payment by LICENSEE or receipt by COUNTY of an amount less than the payment due shall
be deemed to be other than on account of the payment due, nor shall any endorsement or statement
14 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
16 COUNTY's right to recover the balance of said payment or pursue any other remedy in this
License, or by law.
18
11. CHARGE FOR LATE PAYMENT (PML7.2S)
20
LICENSEE hereby acknowledges that the late payment of sums due hereunder will cause
22 COUNTY to incur costs not contemplated by this License, the exact amount of which will be
extremely difficult to ascertain. Such costs include but are not limited to costs such as
24 administrative processing of delinquent notices, increased accounting costs, etc.
26 Accordingly, if any payment pursuant to the License is not received by COUNTY by the due date,
a late charge of 1.5 % of the payment due and unpaid, plus $100 shall be added to the payment,
28 and the total sum shall become immediately due and payable to COUNTY. An additional charge of
1.5 % of said payment, excluding late charges, shall be added for each additional month that said
30 payment remains unpaid.
32 LICENSEE and COUNTY hereby agree that such late charges represent a fair and reasonable
estimate of the costs that COUNTY will incur by reason of LICENSEE's late payment.
34 Acceptance of such late charge (and/or any portion of the overdue payment) by COUNTY shall in
no event constitute a waiver of LICENSEE's default with respect to such overdue payment, or
36 prevent COUNTY from exercising any other rights and remedies granted hereunder.
38 12. SERVICES CHARGES (1)
40 Due to safety, health, or other reasons, COUNTY may find it necessary to perform labor on
LICENSEE -owned stationary Communications Equipment within the License Area. In such
42 instances, COUNTY shall charge LICENSEE for such labor on an hourly basis according to rates
approved by the Board of Supervisors, including administrative costs, and shall charge LICENSEE
44 for the cost of all parts required plus ten percent (10 %) of said cost of all parts.
Signal Peak.1 4 PM 1239 -7-6 Signal Peak
03/30/01 : 2:22 PM Metro Cities Fire Authority
10
12
14
16
18
20
22
24
26
28
30
32
34
36
38
40
42
44
13. UTILITIES (PML9.1S)
COUNTY shall be responsible for and pay all charges for utilities used by LICENSEE in the
operation of LICENSEE's Communication Equipment within the License Area.
14. MAXIMUM PERMISSIBLE EXPOSURE TO RADIOFREQUENCY EMISSIONS (1)
LICENSEE warrants that the radiofrequency emissions exposure of LICENSEE's Communication
Equipment installed and operated at the Facility per the terms of this License shall at all times be
equal to or less than the Federal Communication Commission's Guidelines for Human Exposure to
Radiofrequency Emissions ( "Guidelines ").
LICENSEE agrees to indemnify, defend, and save harmless COUNTY, its officers, agents, and
employees from and against any and all claims, demands, losses, or liabilities of any kind or
nature, which COUNTY, its officers, agents, and employees may sustain or incur or which may
be imposed upon them for injury to or death of persons, or damage to property as a result of, or
arising out of radiofrequency emissions exposure in connection with LICENSEE's ownership, use,
operation, maintenance, repair, change, alteration, adjustment, relocation of, or addition to
LICENSEE's Communications Equipment.
In the event COUNTY determines that the aggregate radiofrequency emissions emitting from the
Facility are above the acceptable levels per the Guidelines, then the COUNTY shall have the right
to require LICENSEE to modify or remove LICENSEE's Communications Equipment at
LICENSEE's sole cost within sixty (60) days following a written request from COUNTY.
15. ACCESS (1)
Access to the License Area shall not be permitted at any time without proper escort by
Communications Manager. LICENSEE shall pay COUNTY an escort fee ( "Escort Fee ") at the
Board of Supervisor's approved hourly rate for time spent by COUNTY in providing said escort.
COUNTY shall provide LICENSEE with an invoice for Escort Fee and LICENSEE shall pay
COUNTY within thirty (30) days after receipt of said invoice.
LICENSEE shall provide COUNTY with 24 -hour verbal or written notice prior to date and time
LICENSEE desires to access License Area. Voice -mail or other form of voice - recorded message
shall not be considered prior notice.
16. ANTENNA TOWER REPAIR AND MAINTENANCE (1)
All Licensee - requested work on COUNTY's antenna tower, including but not limited to repair,
maintenance, alteration, adjustment, installation, removal, or relocation of LICENSEE's radio
antennas or other tower - mounted equipment ( "Tower Work ") shall be performed at LICENSEE's
sole cost by the service company ( "Contractor ") under contract to COUNTY.
Signal Peak.1 5 PM 1239 -7-6 Signal Peak
03/30/01 :2:22 PM Metro Cities Fire Authority
No Tower Work shall be performed without twenty -four (24) hour prior written or verbal notice to
2 COUNTY. Voice -mail or other form of recorded message shall not be considered prior notice.
Additionally, COUNTY shall provide an escort at all times during and at every instance of
4 LICENSEE - required Tower Work. LICENSEE agrees to reimburse COUNTY at the Board of
Supervisors approved hourly rate for COUNTY's cost of said escort. LICENSEE shall be invoiced
6 for said escort charges and agrees to reimburse COUNTY in full within thirty (30) days after
receipt of said invoice.
8
Upon completion of Tower Work performed by Contractor, LICENSEE shall be invoiced directly
10 by Contractor and shall directly pay Contractor for all work performed on tower at the request of
LICENSEE. Failure to pay Contractor shall constitute default of LICENSEE under this License.
12 COUNTY shall not be liable for payment of charges incurred by LICENSEE regarding work
completed by Contractor at the request of LICENSEE.
14
17. OPERATION AND MAINTENANCE (1)
16
A. Operation - The operation of LICENSEE's equipment shall be in accordance with all
18 applicable rules and regulations of the Federal Communications Commission and any deviation
therefrom shall be cause for COUNTY to demand that LICENSEE cease the deviation
20 immediately.
22 Should the operation of LICENSEE's communications equipment, in the opinion of
Communications Manager, interfere with the operation of COUNTY's communications
24 equipment or any other equipment installed at Facility, upon verbal notice by COUNTY,
LICENSEE shall immediately eliminate said interference in a manner acceptable to
26 Communications Manager.
28 In the event LICENSEE does not eliminate said interference, Communications Manager retains
the right, at Communications Manager option, to remove or modify LICENSEE's
30 Communications Equipment and LICENSEE shall, upon written demand by Communications
Manager, pay the cost thereof incurred by COUNTY within thirty (30) days after receipt of
32 said written demand.
34 B. Maintenance - COUNTY shall repair and maintain LICENSEE's Communications
Equipment per the terms of that certain Communications Agreement, dated October 25, 1988,
36 between COUNTY and LICENSEE, or any subsequent agreement between said parties. In the
event LICENSEE requires Tower Work, Clause 16 (ANTENNA TOWER REPAIR AND
38 MAINTENANCE) shall apply in whole.
40 18. INSURANCE (PML10.1S)
42 LICENSEE shall maintain self - insurance, commercial insurance, or a blend of both, acceptable to
COUNTY in full force and effect throughout the term of this License. The policy or policies of
44 insurance maintained by LICENSEE shall provide the following limits and coverage:
Signal Peak.l 6 PM 1239 -7 -6 Signal Peak
03/30101 :2:22 PM Metro Cities Fire Authority
2
0
10
12
14
16
18
20
22
24
26
28
30
32
34
36
38
fff
42
44
46
48
50
52
LIABILITY INSURANCE
Coveraee Minimum Limits
Comprehensive General Liability, to $1,000,000 combined single limit
include broad form property damage.
Insurance shall be in force the first day of the term of this License. Each insurance policy required
by this License shall contain the following three clauses:
A. "This insurance shall not be cancelled, limited in scope of coverage or non - renewable until
after no less than thirty (30) days written notice has been given to the Communications Manager,
County of Orange, Orange County Sheriff Department /Communications, 840 N. Eckhoff Street,
Suite 104, Orange, CA 92868 - 1021."
B. "County of Orange and The Irvine Company are added as an insured as respects operations of
the named insured at or from the License Area occupied and used by the named insured pursuant
to that certain License issued by the County of Orange."
C. "It is agreed that any insurance maintained by the County of Orange and/or The Irvine
Company will apply in excess of, and not contribute with, insurance provided by this policy."
LICENSEE agrees to deposit with Communications Manager, before the Effective Date of this
License, certificates of insurance and endorsements necessary to satisfy the Communications
Manager that the insurance provisions of this License have been complied with and to keep such
insurance in effect and the certificates therefore on deposit with the Communications Manager
during the entire term of this License.
LICENSEE may elect to self - insure for this License provided such self - insurance meets or exceeds
all provisions of this Clause (INSURANCE) throughout the term of this License and is in a form
acceptable to the Communications Manager.
THIS LICENSE SHALL AUTOMATICALLY TERMINATE AT THE SAME TIME
LICENSEE'S INSURANCE COVERAGE IS TERMINATED. IF, WITHIN 10 DAYS AFTER
TERMINATION UNDER THIS CLAUSE, LICENSEE OBTAINS AND PROVIDES
EVIDENCE OF THE REQUIRED INSURANCE COVERAGE ACCEPTABLE TO
COMMUNICATIONS MANAGER, THIS LICENSE MAY BE REINSTATED AT THE SOLE
DISCRETION OF COMMUNICATIONS MANAGER. IF REINSTATED, LICENSEE SHALL
PROMPTLY PAY $500 TO COVER THE PROCESSING COSTS INCURRED BY COUNTY.
LICENSEE agrees that LICENSEE shall not operate on the License Area if, at any time, the
required insurance is not in full force and effect as evidenced by a certificate of official binder or a
certificate of self - insurance being in the possession of Communications Manager. In no cases shall
assurances by LICENSEE, its employees, agents, including any insurance agent, be construed 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 Communications
Manager reinstates the License.
LICENSEE further agrees to hold COUNTY harmless for any damages resulting from such
interruption of business including but not limited to damages resulting from any loss of income or
business resulting from COUNTY's action.
Signal Peak.1 7 PM 1239 -7 -6 Signal Peak
03/30/01 : 222 PM Metro Cities Fire Authority
4
6
8
10
12
14
16
18
20
22
24
26
28
30
32
34
36
38
40
42
44
46
Communications Manager shall have the right at any time to review the coverage, form, and
amount of the insurance required hereby. If, in the opinion of Communications Manager, insurance
provisions in this License do not provide adequate protection for COUNTY and for members of
the public using the License Area, Communications Manager may require LICENSEE to obtain
insurance sufficient in coverage, form, and amount to provide adequate protection from and
against the kind and extent of the risks which exist at the time a change in insurance is required.
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 and hold harmless provisions
and requirements.
19. AUTHORITY (N)
Each person executing this License on behalf of LICENSEE does hereby covenant and warrant
that (a) LICENSEE is a fire authority and validly exists under the laws of the State of California;
(b) LICENSEE has full right and authority to enter into this License; and (c) each person signing
this License on behalf of LICENSEE is duly authorized to do so.
20. NOTICES (PML 14.15)
All notices pursuant to this License shall be addressed as set forth below or as either parry may
hereafter designate by written notice and shall be sent through the United States mail and 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 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 given shall be deemed to have been given
upon receipt.
COUNTY
Sheriff- Coroner
Communications Division
840 N. Eckhoff St., Suite 104
Orange, CA 92868 -1021
Telephone: (714) 704 -7900
Fax: (714) 704 -7902
Attn: Communications Manager
21. ATTACHMENTS TO LICENSE (PML15.1S)
LICENSEE
Metro Cities Fire Authority
Metro Net Communications
201 S. Anaheim Blvd., Suite 302
Anaheim, CA 92805
Telephone: (714) 765 -4077
Attn: Communications Manager
This License includes the following, which are attached hereto and made a part hereof:
I. GENERAL CONDITIONS
II. EXHIBr1'S
Exhibit A - Plot Plan
Exhibit B - Description of Licensee's Equipment
Exhibit C - Fee Schedule (General)
Signal Peak.1
03/30/01 :2:22 PM
n
PM 1239 -7-6 Signal Peak
Metro Cities Fire Authority
Signal Peak.1 9 PM 1239 -7 -6 Signal Peak
03/30101 : 2:22 PM Metro Cities Fire Authority
2
4
6
I
8
10
12
14
16
18
20
22
24
26
28
30
32
34
36
38
40
42
44
IN WITNESS WHEREOF, the parties have executed this License as of the day and year first
written above.
COUNTY LICENSEE
APPROVED AS TO FORM: METRO CITIES FIRE AUTHORITY,
Laurence M. Watson a joint powers authority
County Counsel
By: _
Date:
Deputy
RECOMMENDED FOR APPROVAL:
Sheriff - Coroner
Real Estate
By:
Title: Real Property Agent
SIGNED AND CERTIFIED THAT A COPY
OF THIS DOCUMENT HAS BEEN DELIVERED
TO THE CHAIRMAN OF THE BOARD OF
SUPERVISORS
Darlene J. Bloom
Clerk of the Board of Supervisors of
Orange County, California
COUNTY OF ORANGE
go
Chairman, Board of Supervisors
Signal Peak.1
03130/01 :2:22 PM
10
By: _
Title:
Date:
PM 1239 -7-6 Signal Peak
Metro Cities Fire Authority
`a
10
12
14
16
18
20
22
24
26
28
30
32
34
36
38
40
42
44
I. GENERAL CONDITIONS (PMLG1 -15S)
1. PERMITS AND LICENSES (PMLG1 S)
LICENSEE shall be required to obtain 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 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 (PMLG2 S)
LICENSEE agrees not to construct, maintain, or allow any signs, banners, flags, etc.,
upon License Area except as approved by Communications Manager. Unapproved
signs, banners, flags, etc., may be removed.
3. LICENSE ORGANIZATION (PMLG3 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 (PMLG4 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 (PMLG5 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.
6. INSPECTION (PMLG6 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.
Signal Peak-2 Page 1 of 3
3/30101 : 2:22 PM
PM 1239 -7 -6 Signal Peak
Metro Cities Fire Authority
2
4
6
8
10
12
14
16
18
20
22
24
26
28
30
32
34
36
38
40
42
44
7. INDEMNIFICATION (PMLG7 S)
LICENSEE hereby waives all claims and recourse against COUNTY including the right
of contribution for loss or damage to 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 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 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 a defendant with LICENSEE in a legal action as
described in the preceding sentence, LICENSEE shall notify COUNTY of such fact and
shall represent COUNTY in such legal action unless COUNTY undertakes to represent
itself as a defendant in such legal action, in which event LICENSEE shall pay to
COUNTY its reasonable 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 or their respective 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.
8. TAXES AND ASSESSMENTS (PMLG8 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 (PMLG9 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.
Signal Peak-2
3/30/01 ' 2:22 PM
Page 2 of 3
PM 1239 -7-6 Signal Peak
Mew Cities Fire Authority
2 10. WAIVER OF RIGHTS (PMLG10 S)
4 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
6 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
8 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
10 be signed by the party whose right or remedy is being waived.
12 11. CONDITION OF LICENSE AREA UPON TERMINATION (PMLG12 S)
14 Except as otherwise agreed to herein, upon termination of this License, LICENSEE
shall redeliver possession of said License Area to COUNTY in substantially the same
16 condition that existed immediately prior to LICENSEE's entry thereon, reasonable wear
and tear, flood, earthquakes, war, and any act of war excepted.
18
12. DISPOSITION OF ABANDONED PERSONAL PROPERTY (PMLG13 S)
20
If LICENSEE abandons the License Area or is dispossessed thereof by process of law
22 or otherwise, title to any personal property belonging to LICENSEE and left on the
License Area 10 days after such event shall be deemed, at COUNTY's option, to have
24 been transferred to COUNTY. COUNTY shall have the right to remove and to dispose
of such property without liability therefor to LICENSEE or to any person claiming
26 under LICENSEE, and shall have no need to account therefor.
28 13. TIME OF ESSENCE (PMLG14 S)
30 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.
32
14. NO ASSIGNMENT (PMLG15 S)
34
The License granted hereby is personal to LICENSEE and any assignment of said
36 license by LICENSEE, voluntarily or by operation of law, shall automatically terminate
the License granted hereby.
38
40
Signal Peak.2 Page 3 of 3 PM 1239 -7-6 Signal Peak
3130101 :2:22 PM Metro cities Fire Authority