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HomeMy WebLinkAboutC-9711-2 - License Agreement (for 17872 Gillette, Irvine)LICENSE AGREEMENT This License Agreement (the "Agreement") dated effective as of June 17, 2025, is made and entered into by and between MIM Intersect Owner, LLC, with an address of 17872 Gillette, Suite 120, Irvine, CA 92614 ("Licensor"), and the City of Newport Beach, with a mailing address of 870 Santa Barbara Drive, Newport Beach, California 92660 ("Licensee"). WITNESSETH: WHEREAS, Licensor is the owner of that certain building and parking area located at 17872 Gillette, Irvine, CA 92614, commonly referred to as Intersect (the `Building"). The term "Project" as used herein means the Building and the land on which the same and any additional facilities related thereto are located. WHEREAS, Licensee desires to use a portion of the Project, the Conference Facilities, as more particularly depicted on Exhibit A attached hereto (the "Premises"). NOW, THEREFORE, in consideration of the foregoing and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Licensor and Licensee hereby agree as follows: 1. LICENSE. Licensor hereby grants to Licensee, and Licensee hereby accepts, a revocable license to use the Premises upon the terms and conditions set forth herein. It is hereby agreed and understood that this Agreement is merely a license to use the Premises and that no right, title or interest in or to the Premises is granted to or vested in or intended to be granted to or vested in Licensee by virtue of this Agreement. Licensee acknowledges that all use of the Premises by Licensee shall be pursuant to this Agreement and Licensee shall not, by such use, acquire any rights in or to the Premises by prescription, adverse possession or otherwise. 2. TERM. The term of this Agreement shall commence on June 17, 2025 (the "Commencement Date") and shall expire on June 16, 2026 (the "Initial Term"); provided, however, the Initial Term may be extended by the mutual written agreement of the parties prior to the expiration of the Initial Term (such renewed term together with the Initial Term, the "Term"). Either party shall have the right, at its sole election, to terminate this Agreement at any time for any reason upon not less than thirty (30) days advance notice. Upon such termination, all rights and obligations of the parties hereto shall cease and terminate except for those rights and obligations which are expressly stated to survive the termination of this Agreement. In the event Licensor terminates this Agreement in accordance with this Section, Licensee shall remain responsible for its obligations under this Agreement until the effective time of such termination, the removal of materials and equipment from the Premises and any necessary repair or cleaning of the Premises. Licensee's obligations under Section shall survive any termination pursuant to this Section. 3. LICENSE FEE. The license fee for use of the Premises is zero dollars ($0.00). No license fee is due or payable to Licensor in connection with this Agreement. 4. USE OF PREMISES. Licensee shall have non-exclusive use of the Premises up to three (3) times within any four (4) week period during the Term for the limited purpose of conducting Law Enforcement Officer Trainings for its personnel and for no other purpose whatsoever (each, a "Training"). Licensee may conduct the Trainings on the designated days for no more than eight (8) hours per each Training session. Licensee shall request the days and times to conduct the Trainings at least forty-eight (48) hours in advance. All Training days and times must be approved by Licensor in its sole and absolute discretion. Notwithstanding anything herein to the contrary, Licensor and its authorized agents and representatives may enter the Premises at any time for any reasonable purpose, including, but not limited to, the right to inspect the Premises to confirm compliance with the terms of this Agreement. Licensee agrees that use of the Premises and Project will be at the sole risk of Licensee, its employees, agents, guests, invitees, customers and contractors. Licensor shall not be responsible for the security or safety of any persons entering or using the Premises or Project, nor shall Licensor be liable for any injury or damage suffered thereon irrespective of the cause of such injury or damage. LICENSOR WILL NOT BE LIABLE TO LICENSEE, OR ANY EMPLOYEE, AGENT, GUEST, CUSTOMER, CONTRACTOR OR INVITEE OF LICENSEE, AND LICENSEE HEREBY WAIVES ALL CLAIMS (AS HEREINAFTER DEFINED) AGAINST THE INDEMNIFIED PARTIES (AS HEREINAFTER DEFINED), FOR PERSONAL INJURY OR DAMAGE TO OR LOSS OF PROPERTY CAUSED BY ANY REASON INCLUDING, WITHOUT LIMITATION, CRIMINAL CONDUCT OF ANY PERSONS, INCLUDING THEFT, BURGLARY, ASSAULT, VANDALISM OR OTHER CRIMES, OR LOSS OF PROPERTY FROM FIRE, FLOOD, WATER LEAKS, RAIN, HAIL, ICE, SNOW, FIRE, SMOKE, LIGHTNING, WIND, EARTHQUAKES, MUDSLIDES OR EXPLOSIONS DUE TO ANY CAUSE. ALL PROPERTY OF LICENSEE OR ITS EMPLOYEES, AGENTS, CONTRACTORS, VENDORS, GUESTS, CUSTOMERS OR INVITEES LOCATED AT OR IN THE PREMISES OR THE PROJECT IS AT THE RISK OF LICENSEE AND NONE OF THE INDEMNIFIED PARTIES WILL BE LIABLE FOR ANY LOSS, DAMAGE, OR THEFT THEREOF, LICENSEE HEREBY WAIVING ALL CLAIMS WITH RESPECT THERETO AGAINST THE INDEMNIFIED PARTIES. 5. AS IS CONDITION. (a) Licensee acknowledges that it has inspected the Premises and accepts the Premises in its "AS IS, WHERE IS, WITH ALL FAULTS" condition, without any representations or warranties (express or implied) of any kind whatsoever. LICENSEE HEREBY WAIVES ALL CLAIMS AGAINST THE INDEMNIFIED PARTIES IN CONNECTION WITH THE CONDITION OF THE PREMISES OR CLAIMS BASED ON PERSONAL INJURY OR PROPERTY DAMAGE ARISING OUT OF THE USE OF THE PREMISES BY LICENSEE OR ITS EMPLOYEES, AGENTS, GUESTS, CONTRACTORS, CUSTOMERS OR INVITEES. Prior to installation or placement on the Premises, Licensor, in its sole discretion, shall approve the appearance, design and location of any materials or equipment to be located within the Premises. Licensee may not permanently install, attach or affix its equipment to the Premises or the Project. Licensee shall not make any alterations or improvements in, upon or to the Premises without the prior written consent of Licensor, which consent may be withheld in Licensor's sole discretion. For purposes of this Agreement, the term "equipment" shall include automobiles and equipment (excluding automobiles) in good order, condition and repair (including any such replacement and restoration required for that purpose), shall provide all precautions for safety and protection of persons and property and keep the Premises free from waste. (b) Licensee shall not permit any lien or claim of lien to be filed against any portion of the Project or against Licensor's interest in the Project which arise out of Licensee's use of the Premises. If such a lien or claim of lien is filed, Licensee shall discharge it at its expense within fifteen (15) business days after notice from Licensor (or sooner if such lien or claim is delaying a financing or sale of all or any part of the Project), failing which Licensor may at its option discharge the lien or claim of lien by paying the amount claimed to be due into court and Licensee shall reimburse Licensor for such costs, including reasonable attorneys' fees and costs, within fifteen (15) days following receipt of an invoice therefor from Licensor plus interest from the date paid by Licensor through the date paid by Licensee, at the rate which is the lesser of (A) twelve percent (12%) per annum and (B) the highest rate permitted by applicable Laws (the "Default Rate"). 7. HAZARDOUS MATERIALS. (a) Licensee agrees that it shall not generate, use, treat, store, handle, release or dispose (or permit others to do the same) any Hazardous Materials (as hereinafter defined) about, into, on, in or under the Premises or the Project or transport Hazardous Materials to or from the Premises or the Project; excluding, however, such Hazardous Materials customarily used in connection with an event such as the Trainings so long as such Hazardous Materials are generated, treated, handled, stored, used, released and disposed of in compliance with all applicable Environmental Laws (as hereinafter defined). Licensee's use of the Premises will be in compliance with all applicable Environmental Laws during the Term of this Agreement. (b) If any Hazardous Materials leak, spill or are otherwise released about, into, on, in or under the Premises or the Project by (or due to a failure to act by) Licensee or its employees, agents, contractors, subcontractors, guests, customers or invitees, Licensee shall immediately commence clean-up of such Hazardous Materials, which clean-up shall comply with all applicable Environmental Laws. Licensee shall be solely responsible for all costs and expenses in connection with such clean-up. LICENSEE SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS THE INDEMNIFIED PARTIES (AS HEREINAFTER DEFINED) FROM AND AGAINST ALL CLAIMS (AS HEREINAFTER DEFINED) (INCLUDING REMOVAL AND REMEDIAL OBLIGATIONS) ARISING IN FAVOR OF ANY PERSONS (INCLUDING ANY INDEMNIFIED PARTY) WHICH, IN WHOLE OR IN PART, ARISES OUT OF OR RESULTS FROM OR IS IN ANY WAY RELATED TO (I) THE ACTUAL OR ALLEGED PRESENCE, LEAK, SPELL OR OTHER RELEASE OF HAZARDOUS MATERIALS ABOUT, INTO, ON, IN OR UNDER THE PREMISES OR THE PROJECT BY (OR DUE TO A FAILURE TO ACT BY) LICENSEE OR ITS EMPLOYEES, AGENTS, CONTRACTORS, SUBCONTRACTORS, GUESTS, CUSTOMERS OR INVITEES OR (II) ANY ENVIRONMENTAL CLAIM (AS HEREINAFTER DEFINED) RELATING IN ANY WAY TO LICENSEE'S USE OF THE PREMISES. THESE OBLIGATIONS TO DEFEND, INDEMNIFY AND HOLD HARMLESS SHALL BE VALID AND BINDING REGARDLESS OF ANY CLAIMS, ALLEGATIONS OR FINDINGS OF NEGLIGENCE AGAINST ANY INDEMNIFIED PARTY, BUT SHALL NOT APPLY IF THE CLAIM RESULTS SOLELY FROM THE NEGLIGENCE OF AN INDEMNIFIED PARTY. The provisions of this Section 7(b) shall survive the expiration or earlier termination of this Agreement. (c) The term "Hazardous Materials" means: (i) petroleum or petroleum products, natural or synthetic gas, asbestos in any form that is or could become friable, urea formaldehyde foam insulation, and radon gas; (ii) any substances defined as or included in the definition of "hazardous substances," "hazardous wastes," "hazardous materials," "extremely hazardous wastes," "restricted hazardous wastes," "toxic substances," "toxic pollutants," "contaminants" or "pollutants," or words of similar import, under any applicable Environmental Law; and (iii) any other substance exposure which is regulated by any governmental authority. The term `Environmental Law" means any federal, state or local statute, law, rule, regulation, ordinance, code, policy or rule of common law now or hereafter in effect and in each case as amended, and any judicial or administrative interpretation thereof, including any judicial or administrative order, consent decree or judgment, relating to the environment, health, safety or Hazardous Materials, including without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980,42 U.S.C. §§ 9601 et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. §§ 1801 et seq.; the Clean Water Act, 33 U.S.C. §§ 1251 et seq.; the Toxic Substances Control Act, 15 U.S.C. §§ 2601 et seq.; the Clean Air Act, 42 U.S.C. §§ 7401 et seq.; the Safe Drinking Water Act, 42 U.S.C. §§ 300f et seq.; the Atomic Energy Act, 42 U.S.C. §§ 2011 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. §§ 136 et seq.; and the Occupational Safety and Health Act, 29 U.S.C. §§ 651 et seq. The term `Environmental Claims" means any and all administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of non-compliance or violation, investigations, proceedings, consent orders or consent agreements relating in any way to any Environmental Law or any environmental permit, including without limitation (A) any and all Environmental Claims by governmental or regulatory authorities for enforcement, cleanup, removal, response, remedial or other actions or damages pursuant to any applicable Environmental Law and (B) any and all Environmental Claims by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from Hazardous Materials or arising from alleged injury or threat of injury to health, safety or the environment. 8. UTILITIES. Licensee acknowledges and agrees that Licensor is not responsible for the interruption of any utilities in connection with the Trainings, and Licensor shall not be liable for damages or otherwise for any failure or interruption of any utility service (if any) furnished to the Premises. 9. COMPLIANCE. Licensee's use of the Premises and the Trainings shall comply with all applicable local, state or federal laws, rules or regulations (the "Applicable Laws"). Licensee shall abide by all oral and written instructions from the property manager of the Project and the rules and regulations applicable to the Building as promulgated by Licensor from time to time and as may be amended from time to time (the "Rules and Regulations"); the current Rules and Regulations are attached hereto as Exhibit B. Licensee shall not do or permit anything to be done or kept upon the Premises that does or could obstruct or interfere with the rights of Licensor or other licensees, or the patrons, guests, invitees or customers of any of them, or that will annoy any of them, nor shall Licensee commit or permit any nuisance or any immoral or illegal act to be committed thereon. 10. SURRENDER. On or prior to the expiration or earlier termination of this Agreement, and following each Training, Licensee shall remove all of its trash, equipment and personal property from the Premises and the Project and restore the Premises to as good a condition as at the Commencement Date, ordinary wear and tear excepted. If Licensee fails to timely remove all of its trash, equipment and personal property from the Premises or the Project, such trash, equipment and personal property shall be deemed abandoned and Licensor may cause the disposal of same at the sole cost and expense of Licensee and Licensee shall reimburse Licensor for such costs within thirty (30) days following receipt of an invoice therefor from Licensor. In the event of any damage to the Project, including the Premises, caused by Licensee, or any of its invitees, guests, agents, contractors, customers or employees, or any other person for which Licensee is responsible for at law, Licensee shall be fully liable for such damage and shall forthwith repair such damage to the full and complete satisfaction of Licensor or, at the sole election of Licensor, Licensor may repair such damage. If Licensee does not repair such damage within thirty (30) business days of such damage occurring and Licensor then repairs such damage or (y) if Licensor, at its sole election, repairs such damage, Licensee shall reimburse Licensor for the actual and reasonable cost of such repair within thirty (30) days following receipt of an invoice therefor from Licensor plus interest from the date paid by Licensor through the date paid by Licensee at the Default Rate. 11. INSURANCE. (a) Licensee shall, at its sole cost and expense, procure and maintain in full force and effect throughout the Term of this Agreement, insurance in the following forms and types and in amounts not less than the following: Tvne of Insurance Commercial General Liability Umbrella Liability Commercial Automobile Liability Employers Liability Workers' Compensation Minimum Coverage $1,000,000 $10,000,000 $1,000,000 $500,000 In kind and amount as required by applicable Law Licensee shall be permitted to self insure its insurance obligations under this Section 11 if prudent under the circumstances and provided that, at all times of such self-insurance, Licensee remains a government entity. (b) The Commercial General Liability insurance required to be maintained by Licensee shall have a combined single limit of not less than that indicated above, per occurrence, applying to bodily injury and property damage. Such Commercial General Liability insurance shall include an endorsement providing that the insurance afforded under Licensee's policy is primary insurance as respects Licensor, and that any other insurance maintained by Licensor is excess and non-contributing with the insurance required hereunder. The Umbrella Liability insurance required to be maintained by Licensee shall have a combined single limit of not less than that indicated above, per occurrence, for bodily injury and property damage. Any self-insurance by Licensee shall comply with all insurance requirements as in this Section 11 and shall provide coverage no less restrictive than as provided by standard Insurance Services Office, Inc. policy forms commercially available during the term of this Agreement. Such self-insurance shall provide Licensor with additional insured status as otherwise described in this Agreement as though an insurance policy were in force. (c) Commercial Automobile Liability insurance required to be maintained by Licensee shall cover all owned, hired and non -owned automobiles with a combined single limit of not less than that indicated above, per occurrence, for bodily injury and property damage. (d) All insurance policies required to be maintained by Licensee hereunder shall be written with solvent insurance companies each with an A.M. Best Rating of A- VIII or better and authorized to do business in the state in which the Project is located. Licensee shall deliver to Licensor, prior to the Commencement Date, original certificates evidencing the existence and amounts of such insurance. Licensee shall not do or permit to be done anything which shall invalidate the insurance policies required under this Agreement. The limits of such insurance shall not limit Licensee's liability nor relieve Licensee of any obligation hereunder. All such insurance policies (except workers' compensation and employers liability) shall name Licensor and Hines West LLC ("Manage ") as additional insureds. Such insurance policies required to be maintained by Licensee shall contain a waiver of subrogation in favor of Licensor and Licensor's indemnitees and designees. Licensee shall have no claim against Licensor, and Licensee shall have waived all rights of recovery against Licensor, it's agents, officers, directors, shareholders or employees for any damage, loss, or injury which would have been covered by an insurance policy required under this Agreement even if Licensee is self- insuring for all or a portion of such insurance, giving full effect to the waiver of subrogation provisions otherwise contained in this Agreement. (e) LICENSEE ON BEHALF OF ITSELF AND ITS INSURERS, WAIVES ITS RIGHTS OF RECOVERY AGAINST LICENSOR AND ANY PERSON WHO HOLDS A DIRECT OR INDIRECT OWNERSHIP INTEREST IN LICENSOR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS AND AGENTS FOR DAMAGES SUSTAINED BY LICENSEE AS A RESULT OF ANY DAMAGE TO ITS PROPERTY OR DAMAGE TO PROPERTY OF OTHERS OR BODILY INJURY OR DEATH ARISING FROM ANY RISK OR PERIL (INCLUDING THE NEGLIGENCE OF LICENSOR OR ANY PERSON WHO HOLDS A DIRECT OR INDIRECT OWNERSHIP INTEREST IN LICENSOR OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS OR AGENTS) TO THE EXTENT COVERED OR COVERABLE BY ANY INSURANCE POLICY ACTUALLY CARRIED BY LICENSEE OR REQUIRED TO BE CARRIED BY LICENSEE PURSUANT TO THE TERMS OF THIS AGREEMENT, AND LICENSEE AGREES THAT NO PARTY SHALL HAVE ANY SUCH RIGHT OF RECOVERY BY WAY OF SUBROGATION OR ASSIGNMENT. LICENSEE SHALL NOTIFY ITS INSURANCE CARRIER(S) OF THE WAIVER HEREIN CONTAINED AND SHALL CAUSE ITS INSURANCE POLICIES REQUIRED HEREUNDER TO BE ENDORSED, IF NECESSARY, TO PREVENT ANY INVALIDATION OF COVERAGE AS A RESULT OF THE WAIVER HEREIN CONTAINED. THE PROVISIONS OF THIS SECTION 11(e) SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. 12. INDEMNIFICATION. LICENSEE SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS THE INDEMNIFIED PARTIES (AS HEREINAFTER DEFINED) FROM AND AGAINST ALL CAUSES OF ACTION, CLAIMS, INCLUDING, BUT NOT LIMITED TO CAUSES OF ACTION AND CLAIMS FOR NEGLIGENCE, STRICT LIABILITY AND GROSS NEGLIGENCE, DAMAGES, LIENS, DEMANDS, COSTS, EXPENSES, AND LIABILITIES, INCLUDING REASONABLE ATTORNEYS' FEES AND COSTS AND COURT COSTS AND EXPENSES, (COLLECTIVELY, "CLAIMS" AND INDIVIDUALLY, A "CLAIM"), ARISING IN FAVOR OF ANY PERSONS (INCLUDING ANY INDEMNIFIED PARTY) WHICH, IN WHOLE OR IN PART, ARISES OUT OF OR RESULTS FROM OR IS IN ANY WAY RELATED TO (I) ANY ACT OR OMISSION OF LICENSEE OR LICENSEE'S EMPLOYEES, AGENTS, CONTRACTORS, SUBCONTRACTORS, GUESTS, CUSTOMERS OR INVITEES IN OR ABOUT THE PREMISES OR THE PROJECT, (II) LICENSEE'S USE OF THE PREMISES, (III) ANY FAILURE BY LICENSEE OR ITS EMPLOYEES, AGENTS, CONTRACTORS OR SUBCONTRACTORS TO COMPLY WITH THE TERMS AND OBLIGATIONS OF THIS AGREEMENT, (IV) ANY VIOLATION OF THE APPLICABLE LAWS, INCLUDING BUT NOT LIMITED TO THE ANTI -CORRUPTION LAWS, BY LICENSEE OR CONTRACTORS, EMPLOYEES, AGENTS OR SUBCONTRACTORS. THESE OBLIGATIONS TO DEFEND, INDEMNIFY AND HOLD HARMLESS SHALL BE VALID AND BINDING REGARDLESS OF ANY CLAIMS, ALLEGATIONS OR FINDINGS OF NEGLIGENCE AGAINST ANY INDEMNIFIED PARTY, BUT SHALL NOT APPLY TO THE EXTENT THE CLAIM RESULTS FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF AN INDEMNIFIED PARTY. THE TERM "INDEMNIFIED PARTIES" MEANS (A) LICENSOR, ITS CONSTITUENT PARTNERS, SHAREHOLDERS AND/OR OTHER DIRECT OR INDIRECT EQUITY OWNERS OF LICENSOR, AND ALL OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS AND REPRESENTATIVES OF ANY OF THE FOREGOING, AND (B) MANAGER, ITS CONSTITUENT PARTNERS, SHAREHOLDERS AND/OR OTHER DIRECT OR INDIRECT EQUITY OWNERS OF MANAGER, AND ALL OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS AND REPRESENTATIVES OF ANY OF THE FOREGOING, AND ANY ONE OF THE FOREGOING IS AN "INDEMNIFIED PARTY". (a) The provisions of this Section shall survive the expiration or earlier termination of this Agreement. 13. LIMITATION OF LIABILITY. (a) Notwithstanding any other provision in this Agreement to the contrary, Licensee specifically agrees to look solely to Licensor's interest in the Building for the payment or performance of any of Licensor's obligations hereunder, and Licensor, its partners, shareholders and/or other direct or indirect equity owners of Licensor or any of their respective officers, directors, employees, representatives or agents, shall never be personally liable for such payment or performance. (b) NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL LICENSOR BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND OR NATURE, INCLUDING LOST REVENUES, AND LICENSEE HEREBY WAIVES ALL SUCH DAMAGES. 14. EVENTS OF DEFAULT. The failure or breach by Licensee to observe or perform any covenant, condition or provision of this Agreement to be observed or performed by Licensee shall constitute a default and breach of this Agreement by Licensee. 15. REMEDIES. (a) In the event Licensee is in default and/or breach of any of its obligations under this Agreement, Licensor may take any of the following actions at any time thereafter, and without limiting Licensor in the exercise of any other right and/or remedy which Licensor may have by reason of such default and/or breach under this Agreement and/or under applicable Laws: (i) to immediately terminate this Agreement and re-enter the Premises. Licensor may remove all persons and property from the Premises that Licensee does not remove within a reasonable time after notice of tennination, and store such property at the expense and risk of Licensee or sell or dispose of such property in such manner as Licensor sees fit without notice to Licensee; (ii) to remedy or attempt to remedy the event of default for the account of Licensee and to enter upon the Premises for such purposes. Licensor shall not be liable to Licensee for any loss, injury or damages caused by acts of Licensor in remedying or attempting to remedy the event of default. Licensee shall pay to Licensor, within thirty (30) days of written notice therefor, all actual and reasonable expenses incurred by Licensor in remedying the event of default, plus interest at the Default Rate; and (iii) to recover from Licensee all damages, costs and expenses incurred by Licensor as a result of the event of default. (b) No reference to or exercise of any specific right or remedy by Licensor shall prejudice or preclude Licensor from exercising or invoking any other remedy, whether allowed under this Agreement or generally at law or in equity, and the express provisions of this Agreement as to certain rights and remedies are not to be interpreted as excluding any other or additional rights and remedies available to Licensor generally at law or in equity. 16. NOTICES. Any notice, demand, statement or request required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if personally delivered, delivered by courier or mailed by U.S. mail, postage prepaid, certified or registered, with return receipt requested. Notices shall be given to the parties at their respective addresses set forth in the preamble to this Agreement. Any such notice given in accordance with the above requirements shall be deemed to have been given (i) if sent by U.S. mail, on the second (2nd) day following the date of such mailing or upon receipt by the party to be notified, whichever is sooner, and (ii) if sent by personal delivery or by courier, when actually received by the party to be notified. Either party may from time to time by notice given in accordance with this Section change the address to which notices to it are to be given. 17. PUBLICITY. Neither party will use the other party's name, logos, trademarks or service marks in any manner without the other party's prior written approval. 18. ASSIGNMENT. Licensee may not assign this Agreement or any rights or obligations hereunder or sublicense the Premises, in whole or in part, without the prior written consent of Licensor, which may be granted or withheld in Licensor's sole discretion. Any assignment or sublicense consented to by Licensor shall in no way release Licensee from any of its obligations under this Agreement. Any assignment or sublicense in violation of the provisions of this Section 18 shall be null and void. Licensor may assign this Agreement or any rights or obligations hereunder without Licensee's consent and Licensor shall thereafter be released from its obligations under this Agreement. 19. ATTORNEYS' FEES. Should either party employ an attorney to enforce any of the provisions hereof, or to protect its interest in any matter arising under this Agreement, or to recover damages for the breach thereof, the non -prevailing party (such non -prevailing party being defined as that party receiving the lowest net damages in any single proceeding) in any final judgment agrees to pay to the prevailing party all court costs and expenses and all reasonable attorneys' fees and costs expended or incurred in connection therewith by the prevailing party. 20. RELATIONSHIP OF PARTIES. Nothing contained in this Agreement shall be deemed or construed by the parties hereto or by any third party to create the relationship of principal and agent or of partnership or of joint venture or of any association between Licensor and Licensee other than the relationship of licensor and licensee. 21. GOVERNING LAW. The laws of the State in which the Project is located shall govern the validity, construction, performance and effect of this Agreement. 22. COUNTERPARTS. This Agreement may be signed in multiple counterparts each of which shall be deemed an original. 23. ENTIRE AGREEMENT. This Agreement (including the Exhibits attached hereto) sets forth the entire understanding and agreement between the parties hereto and supersedes all previous communications, negotiations and agreements, whether oral or written, with respect to the subject matter hereof. No amendment to or modification of this Agreement shall be binding on either party unless reduced to writing and duly executed by or on behalf of the parties hereto. 24. NO WAIVER. No provision of this Agreement shall be deemed to have been waived by Licensor or Licensee unless such waiver is in writing signed by such party. If either Licensor or Licensee excuses or condones any default by the other of any obligation under this Agreement, no waiver of such obligation shall be implied in respect of any continuing or subsequent default. 25. AUTHORITY. Each party represents to the other party that the person signing this Agreement on behalf of such party has full authority to enter into this Agreement on behalf of that party. 26. SEVERABILITY. In case any one or more provisions set forth in this Agreement shall for any reason be held invalid, illegal or unenforceable in any respect, any such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been incorporated therein. 27. BINDING EFFECT. The parties intend that the terms, conditions, and provisions of this Agreement shall be legally binding upon and inure to the benefit of and be enforceable by each of the parties hereto and their respective successors and permitted assigns. 28. OFFICE OF FOREIGN ASSETS CONTROL (OFAC). (a) Pursuant to United States Presidential Executive Order 13224 signed on September 24, 2001, and entitled "Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism" ("Executive Order"), U.S. companies are required to ensure that they do not transact business with persons or entities determined to have committed, or to pose a risk of committing or supporting, terrorist acts and those identified on the list of Specially Designated Nationals and Blocked Persons ("List"), generated by the Office of Foreign Assets Control ("OFAC") of the U.S. Department of the Treasury. The names or aliases of these persons or entities (each, a "Blocked Person") are updated from time to time. If it is determined that Licensee is a Blocked Person, this Agreement shall be terminated. The provisions of this paragraph will survive termination of this Agreement. (b) Licensee represents that (i) neither Licensee nor any person or entity that directly owns 10% or greater equity interest in it nor any of its officers, directors, or managing members is a person or entity with whom U.S. persons or entities are restricted from doing business under regulations of OFAC (including those named on the List) or under the Executive Order, or other governmental action, and (ii) that throughout the Term of this Agreement, Licensee shall comply with the Executive Order. 29. ANTI -CORRUPTION. (a) Licensee hereby represents, warrants and covenants that: (i) Licensee and its affiliates and each of their respective officers, directors, employees, and agents (collectively, the "Licensee Representatives"), are now in compliance with the Anti -Corruption Laws (defined below). No action, suit or proceeding by or before any court, or government agency, authority or body, or any arbitrator or nongovernmental authority involving any Licensee Representative with respect to applicable Anti -Corruption Laws is pending, or to Licensee's knowledge, threatened. (ii) No government is investigating or has in the past five (5) years conducted, initiated or threatened any investigation of Licensee or any of its owners, affiliates, partners, officers, directors or employees for alleged violation of Anti -Corruption Laws. (iii) Licensee shall comply with all applicable Anti -Corruption Laws in connection with the performance of all duties and obligations relating to this Agreement. (iv) Without limiting the foregoing, Licensee shall not cause or knowingly permit Licensor, Licensor's property manager or any Licensee Representative to, either directly or indirectly, pay, offer, promise or authorize a Prohibited Payment (defined below). (v) In carrying out its responsibilities under this Agreement, Licensee will not provide any meals, gifts, gratuities, entertainment, or travel to any Government Official (defined below) without the prior written consent of Licensor. (vi) Licensee shall immediately notify in writing Licensor and Licensor's property manager if Licensee becomes aware of facts or information which suggest a breach of the foregoing anti -corruption covenants or the Anti- Corruption Laws. (b) The breach by Licensee of any of its representations, warranties and/or covenants contained in this Section 30 shall constitute a material breach of this Agreement in addition to a default under Section 14. (c) In the event Licensor or Licensor's property manager has reason to believe that a breach of any of the representations, warranties or covenants in this Section 30 has occurred or will occur, Licensor may withhold further payments until such time as it is satisfied that no breach has occurred or will occur. Licensor shall not be liable to Licensee for any claim, losses or damages whatsoever related to its decision to withhold payments under this provision. (d) The provisions of this Section 30 and any warranties, representations or covenants made thereunder shall survive any expiration or earlier termination of this Agreement. (e) As used in this Agreement: (i) "Anti -Corruption Laws" shall mean all laws, rules, and regulations of any jurisdiction applicable to the relevant party concerning or related to bribery or corruption, including laws governing the bribery or corruption of domestic U.S. federal, state, or local Government Officials, non-U.S. Government Officials, and commercial bribery. (ii) "Government Official" shall mean any (i) official or employee of a U.S. or non-U.S. government body, department, agency, instrumentality, or government -controlled entity, or a public international organization; (ii) political party or official thereof, or candidate for political office; or (iii) person acting in an official capacity for or on behalf of any of the foregoing. (iii) "Prohibited Payment" shall mean any direct or indirect payment, offer, promise or authorization of money or anything of value, to a Government Official or to any other person (i) for the purpose of influencing any act by or decision of such Government Official or such person in order to obtain or retain business or to direct business to any person, or securing any improper advantage, or (ii) when such offer, payment, promise or authorization would be unlawful under applicable laws, including commercial bribery laws. [Signatures on following page] IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed effective as of the date set forth on the first page of this Agreement. > F0 LICENSOR: MIM INTERSECT OWNER, LLC By: Hines West LLC, as authorized agent for Owner By: v Name: Andree Keith Title: Property `Manager Date: LICENSEE: CITY OF NEWPORT BEACH By. � F� R Name: Grace K. Le g Title: City Manager ATTEST: By: Name: Leilani I. Bro n Title: City Clerk APPROVE AS TO F RM: By. Q� o Na e: Aaron C. Harp S 42 Title: City Attorney /`'4dS M EXHIBIT A THE PRENHSES Intersect Conference Facilities consist of a Conference Center (seats 40) and Board Room (seats 15). Center Board Room -- 1l fidys EXHIBIT B RULES & REGULATIONS 1. Intersect Conference Facilities are available for reservation with at least 48 hours' notice by coordinating with Intersect Property Management via email or phone. Reservations must be within regular business hours (Monday — Friday Sam — 5pm). Reservation availability is on a first come, first served basis. 2. Reservations should be for knowledge -based training only. Physical training must be preapproved in advance by Intersect Property Management and may be declined based on details. 3. The standard furniture layout cannot be rearranged. 4. Smoking, including the use of e-cigarettes, is prohibited. 5. Licensee may coordinate catering services, however all necessary supplies, utensils, plasticware, glassware, paper products, etc., must be provided by Licensee or Caterer. 6. Licensee shall not tape, post, or adhere any items to the Conference Facility walls and or common area without prior permission. 7. Licensee shall be mindful of noise levels during all events held within Conference Facilities. 8. Damaged equipment should be reported to Intersect Property Management immediately upon discovery. Any discovered or damaged equipment that is returned to our team after your reservation will result in potential repairs or replacement costs. 9. Conference Facility reservations are subject to cancellation at Intersect Property Management's discretion due to situations beyond Licensor's control, or upon 48-hour notice for any other reason. 10. Licensee may cancel up to 24 hours prior to the event without penalty. 11. We recommend that the individual(s) presenting and or using the technology in Conference Facilities contact Intersect Property Management to be shown how to use the equipment in advance of the reservation.