agenda property management committee meeting … · 7/24/2020 · friday, july 24, 2020, 12:00...

AGENDA PROPERTY MANAGEMENT COMMITTEE MEETING

WITH BOARD OF DIRECTORS * ORANGE COUNTY WATER DISTRICT

18700 Ward Street, Fountain Valley CA 92708 Friday, July 24, 2020, 12:00 p.m.

*The OCWD Property Management Committee meeting is noticed as a joint meeting with the Board of

Directors for the purpose of strict compliance with the Brown Act and it provides an opportunity for all Directors to hear presentations and participate in discussions. Directors receive no additional compensation or stipend as a result of simultaneously convening this meeting. Items recommended for approval at this meeting will be placed on the August 5, 2020 Board meeting Agenda for approval.

Due to the spread of COVID-19 and as authorized by the Governor’s

Executive Order, OCWD will hold its July 24 Property Management Committee meeting by Zoom Webinar and will be available by either computer or telephone audio as follows:

Computer Audio: You can join the Zoom meeting by clicking on the following link: https://ocwd.zoom.us/j/99258063696 Meeting ID: 992 5806 3696 Telephone Audio: (669) 900 9128

ROLL CALL

ITEMS RECEIVED TOO LATE TO BE AGENDIZED

RECOMMENDATION: Adopt resolution determining need to take immediate action on item(s) and that the need for action came to the attention of the District subsequent to the posting of the Agenda (requires two-thirds vote of the Board members present, or, if less than two-thirds of the members are present, a unanimous vote of those members present.)

VISITOR PARTICIPATION Time has been reserved at this point in the agenda for persons wishing to comment for up to three minutes to the Board of Directors on any item that is not listed on the agenda, but within the subject matter jurisdiction of the District. By law, the Board of Directors is prohibited from taking action on such public comments. As appropriate, matters raised in these public comments will be referred to District staff or placed on the agenda of an upcoming Board meeting. At this time, members of the public may also offer public comment for up to three minutes on any item on the Consent Calendar. While members of the public may not remove an item from the Consent Calendar for separate discussion, a Director may do so at the request of a member of the public.

https://ocwd.zoom.us/j/99258063696

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CONSENT CALENDAR (ITEMS NO. 1 - 3) All matters on the Consent Calendar are to be approved by one motion, without separate discussion on these items, unless a Board member or District staff request that specific items be removed from the Consent Calendar for separate consideration.

1. MINUTES OF PROPERTY MANAGEMENT COMMITTEE MEETING HELD JUNE 26, 2020 RECOMMENDATION: Approve minutes as presented 2. SITE USAGE AGREEMENT WITH AIR SITES 2000 LLC FOR INTEGRATION OF OCWD

FIELD RADIO SYSTEM RECOMMENDATION: Agendize for August 5 Board meeting: Authorize the General Manager

to negotiate and execute a usage agreement with Air Sites for a five-year term, at a monthly rate of $1,400 and a 2% annual increase, subject to legal counsel approval

3. BOEING LICENSE AGREEMENT FOR PROPOSED MONITORING WELL SITE OCWD-

BS26, SUNSET GAP SEAWATER INTRUSION INVESTIGATION RECOMMENDATION: Agendize for August 5 Board meeting: Authorize execution of a 30-

year no-fee License Agreement with The Boeing Company for proposed Sunset Gap Seawater Intrusion Investigation monitoring wells OCWD BS26A and OCWD-BS26B for well construction, monitoring, and maintenance

MATTERS FOR CONSIDERATION 4. LICENSE AGREEMENT WITH THE MUNICIPAL WATER DISTRICT OF ORANGE COUNTY

(MWDOC) CONSENTING TO IMPROVEMENTS AT 18700 WARD STREET, FOUNTAIN VALLEY AND ALLOWING PORTIONS OF THE COMMON AREAS BE FENCED OFF TO FACILITATE CONSTRUCTION

RECOMMENDATION: Agendize for August 5 Board meeting: Authorize the General Manager

to negotiate and execute a License Agreement with the Municipal Water District of Orange County (MWDOC) allowing for portions of the common areas comprised of the courtyard and parking facilities to be modified and fenced off for a 10-month term, and providing for District consent to MWDOC’s Americans with Disabilities Act parking improvements for a license fee of $1,148

5. RENT REDUCTION REQUEST FROM ELAINE RAAHAUGE D.B.A. MIKE RAAHAUGE’S

SHOOTING ENTERPRISES (MRSE) FOR THE 2020/2021 DUCK HUNTING SEASON RECOMMENDATION: Agendize for August 5 Board meeting: Approve and authorize

execution of Amendment Nineteen to Lease with MRSE to reduce Annual Rent for the 2020/21 duck hunting season by 20% to $59,814

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6. CORONA RECREATION, INC. REQUEST FOR TREE TRIMMING AT WARNER BASIN RECOMMENDATION: Agendize for August 5 Board meeting: Direct staff as appropriate

INFORMATIONAL ITEM

7. QUARTERLY REPORT ON LEASES AND PERMITS/LICENSES FOR THE PERIOD ENDING JUNE 30, 2020 CHAIR DIRECTION AS TO ITEMS TO AGENDIZE AS MATTERS FOR CONSIDERATION

AT THE AUGUST 5 BOARD MEETING

DIRECTORS' COMMENTS/REPORTS GENERAL MANAGER’S COMMENTS/REPORTS ADJOURNMENT

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PROPERTY MANAGEMENT COMMITTEE Committee Members Steve Sheldon - Chair Denis Bilodeau - Vice Chair Kelly Rowe Dina Nguyen Jordan Brandman Alternates Ahmad Zahra - Alternate 1 Cathy Green - Alternate 2 Tri Ta - Alternate 3 Roger Yoh - Alternate 4 Vicente Sarmiento - Alternate 5

In accordance with the requirements of California Government Code Section 54954.2, this agenda has been posted at the guard shack entrance and in the main lobby of the Orange County Water District, 18700 Ward Street, Fountain Valley, CA and on the OCWD website not less than 72 hours prior to the meeting date and time above. All written materials relating to each agenda item are available for public inspection in the office of the District Secretary. Backup material for the Agenda is available at the District offices for public review and can be viewed online at the District’s website: www.ocwd.com Pursuant to the Americans with Disabilities Act, persons with a disability who require a disability-related modification or accommodation in order to participate in a meeting, including auxiliary aids or services, may request such modification or accommodation from the District Secretary at (714) 378-3233, by email at [email protected] by fax at (714) 378-3373. Notification 24 hours prior to the meeting will enable District staff to make reasonable arrangements to assure accessibility to the meeting. As a general rule, agenda reports or other written documentation has been prepared or organized with respect to each item of business listed on the agenda, and can be reviewed at www.ocwd.com. Copies of these materials and other disclosable public records distributed to all or a majority of the members of the Board of Directors in connection with an open session agenda item are also on file with and available for inspection at the Office of the District Secretary, 18700 Ward Street, Fountain Valley, California, during regular business hours, 8:00 am to 5:00 pm, Monday through Friday. If such writings are distributed to members of the Board of Directors on the day of a Board meeting, the writings will be available at the entrance to the Board of Directors meeting room at the Orange County Water District office.

http://www.ocwd.com/

mailto:[email protected]

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MINUTES OF THE PROPERTY MANAGEMENT COMMITTEE MEETING

WITH BOARD OF DIRECTORS ORANGE COUNTY WATER DISTRICT

June 26, 2020 @ 12:00 p.m. Due to the Governor’s Executive Order N-25-20, Director Sheldon called the Property Management Committee meeting to order telephonically. Members of the Board and the public participated telephonically. The Assistant District Secretary called the roll and reported a quorum as follows: Committee OCWD Staff Steve Sheldon Denis Bilodeau (absent) Kelly Rowe Dina Nguyen Jordan Brandman

Alternates Ahmad Zahra Cathy Green Tri Ta Roger YohVicente Sarmiento

Mike Markus, General Manager John Kennedy, Executive Director Christina Fuller, Assistant District Secretary Bruce Dosier, Director IS/Property Daniel Park, Property Manager

CONSENT CALENDAR The Consent Calendar was approved upon motion by Director Rowe, seconded by Director Sheldon and carried [5-0]. Ayes: Sheldon, Rowe, Nguyen, Brandman, Zahra 1. Minutes of the Meeting The Minutes of the Property Management Committee meeting held May 22, 2020 were approved as presented. MATTERS FOR CONSIDERATION 2. License Agreement with the Municipal Water District of Orange County (MWDOC) to Fence Off

Portions of the Common Areas to Facilitate MWDOC’S Building Improvements at 18700 Ward Street, Fountain Valley

Director of Information Services / Property Management Bruce Dosier reported that MWDOC notified District staff of their intention to remodel MWDOC’s administration building beginning in September 2020. He stated that MWDOC has informed the District that portions of the of the common areas, including parking facilities, will have to be temporarily fenced off to facilitate the construction. He advised that MWDOC has requested a license agreement to allow for a construction laydown area that will include a 50’ x 10’ trailer as well as fenced off perimeters for new ADA parking and a new storage room construction. Director Sheldon requested additional details of the planned construction work. Director Green expressed her concern regarding the availability of handicapped parking spots during the planned construction. It was consensus of the Committee to defer this item to the next Property Management Committee meeting to allow staff time to gather additional construction information.

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Upon motion by Director Rowe, seconded by Director Sheldon and carried [5-0], the Committee recommended to defer this item to the next Property Management Committee meeting. Ayes: Sheldon, Rowe, Nguyen, Brandman, Zahra INFORMATIONAL ITEM 3. Status Update Regarding Anaheim Adventure Park, LLC (Aquapark) at Miraloma Basin Mr. Dosier recalled that District received Title 22 conditional approval from the Division of Drinking Water (DDW) for the Aquapark which was submitted to the Regional Board along with an application for a reclamation permit to allow the use of non-potable water for recreational contact. Mr. Dosier provided an update on the Anaheim Adventure Park’s application for Conditional Use Permit (CUP) from the City of Anaheim. ADJOURNMENT There being no further business to come before the Committee, the meeting was adjourned at 12:20 p.m. Director Steve Sheldon, Chair

AGENDA ITEM SUBMITTAL

Meeting Date: July 24, 2020 Budgeted: No Budgeted Amount: None To: Property Committee Cost Estimate: $16,800 ($87,428 total) Board of Directors Funding Source: General Fund Program/Item No. 1050.57016 General Counsel Approval: Yes From: Mike Markus Engineers/Feasibility Report: N/A CEQA Compliance: N/A Staff Contact: M. Patel / B. Dosier/ D. Park

Subject: SITE USAGE AGREEMENT WITH AIR SITES 2000 LLC FOR INTEGRATION

OF OCWD FIELD RADIO SYSTEM SUMMARY At its April 15 meeting, the Board authorized issuance of a Purchase Order to Bearcom for radio equipment for the integration of the District’s field radio system allowing Fountain Valley, Anaheim Field Headquarters and Prado Wetlands staff to communicate by radio with each other. The integrated radio system requires a radio repeater to be located on a site on Sierra Peak in Corona to allow for radio signals to be received at all three District locations. Air Sites 2000, LLC. (Air Sites) is a provider of site space on Sierra Peak for the location of radio transmission equipment and has provided a Site / Air Time Usage Agreement at a monthly cost of $1,400. Staff recommends the Board authorize a usage agreement with Air Sites. Attachment: Draft Site / Air Time Usage Agreement with Air Sites 2000, LLC RECOMMENDATION Agendize for August 5 Board meeting: Authorize the General Manager to negotiate and execute a usage agreement with Air Sites for a five-year term, at a monthly rate of $1,400 and a 2% annual increase, subject to legal counsel approval. BACKGROUND At its April 15 meeting, the Board authorized issuance of a Purchase Order to Bearcom for $78,250 for field radio equipment, programming services and labor to install repeaters and microwave dishes for the integration of the District’s field radio system allowing Fountain Valley, Anaheim Field Headquarters and Prado Wetlands staff to communicate with each other by radio. This effort to integrate all District handheld radio systems will allow staff from all three District locations to communicate at any time and maintain compliance with the District’s Emergency Response Plan to have an alternate means of communications during natural disasters, civil disobedience events or other events when Internet or other communication forms may be unavailable. The integrated radio system requires a radio repeater to be located on a site on Sierra Peak in Corona (see figure 1 for a map of this site) to allow for radio signals to be received at all three

District locations. A repeater located on Sierra Peak site can be reached by a handheld radio from almost anywhere the District operates, thus enabling continuous communications by District staff. Additionally, the Sierra Peak site has a backup generator as it is used for other municipal radio system repeater devices. The District currently has a radio repeater located on on a water storage tank in the City of Orange (see figure 2 for a map of the site) that would need to be relocated to a site on Sierra Peak.

Figure 1 – Map showing location of new repeater for handheld radio system (Sierra

Peak in the City of Corona) Air Sites is a provider of site space on Sierra Peak for the location of radio transmission equipment and has provided a Site / Air Time Usage Agreement at a monthly cost of $1,400. Bearcom has informed staff that equipment is ready to be installed at Sierra Peak site and staff has recently received a draft Site / Air Time Usage Agreement from Air Sites. The agreement is concurrently being reviewed by staff and legal counsel. Staff recommends the Board authorize the General Manager to negotiate and execute the site usage agreement with Air Sites for a five-year term, at a monthly rate of $1,400 and a 2% annual increase, subject to legal counsel approval.

Figure 2 – Map showing location of repeater for handheld radio system (water tank in the

City of Orange) PRIOR RELEVANT BOARD ACTION(S) 04/15/2020 – R20-4-48 - Authorizing purchase order to Bearcom for integration of OCWD field radio system.


Meeting Date: July 24, 2020 Budgeted: N/A Budgeted Amount: N/A To: Property Management Committee Cost Estimate: $0 Board of Directors

Funding Source: N/A Program/ Line Item No.: N/A From: Mike Markus General Counsel Approval: Yes Engineers/Feasibility Report: N/A Staff Contact: G. Yoshiba/B. Dosier/D. Park CEQA Compliance: In progress

SUBJECT: BOEING LICENSE AGREEMENT FOR PROPOSED MONITORING WELL

SITE OCWD-BS26, SUNSET GAP SEAWATER INTRUSION INVESTIGATION

SUMMARY Staff has negotiated the terms of a 30-year license agreement with The Boeing Company (Boeing) to construct, monitor, and maintain two proposed Sunset Gap monitoring wells OCWD-BS26A and OCWD-BS26B on the Boeing property located in Huntington Beach. The proposed monitoring wells are part of the Sunset Gap seawater intrusion investigation. Attachment: License Agreement for Well Site OCWD-BS26

RECOMMENDATION Agendize for August 5 Board meeting: Authorize execution of a 30-year no-fee License Agreement with The Boeing Company for proposed Sunset Gap Seawater Intrusion Investigation monitoring wells OCWD-BS26A and OCWD-BS26B for well construction, monitoring, and maintenance. DISCUSSION/ANALYSIS The District has been actively investigating the nature and extent of seawater intrusion in the Sunset Gap with the installation of several monitoring wells, geophysical surveys inside the Naval Weapons Station Seal Beach (NWSSB), preparation of several hydrogeologic cross-sections through the area, and development of a computer model that simulates groundwater flow in the Alamitos and Sunset Gaps. To better understand the flow paths and extent of seawater intrusion, staff has been planning the proposed installation of 11 monitoring wells at five locations in the cities of Seal Beach and Huntington Beach (see Figure 1). Two of the monitoring wells are proposed to be installed on Boeing property in the City of Huntington Beach east of the Seal Beach Naval Weapons Station (see Figure 2).

In September 2018, staff contacted Boeing to request permission to install two monitoring wells, OCWD-BS26A and OCWD-BS26B, on their property and to enter into an agreement to secure the well sites. Negotiations were recently completed for a no-fee 30-year license agreement at a mutually acceptable location. Staff recommends approval and execution of the no-fee license agreement with The Boeing Company to secure the two-well cluster site OCWD-BS26 for the Sunset Gap Seawater Intrusion Investigation. Following circulation of a Mitigated Negative Declaration to comply with CEQA requirements, staff anticipates presenting the installation of all 11 proposed Sunset Gap monitoring wells to the Board for approval in September. Executing the agreement does not commit the District to install the monitoring wells, nor will funds be expended on well construction prior to CEQA compliance and Board approval. PRIOR RELEVANT BOARD ACTIONS 2/15/17 R17-2-11 – Authorize Amendment No. 2 to Agreement No. 1087 with Ninyo & Moore in the amount of $20,789 for additional out-of-scope geotechnical services required for the OCWD-BS13 well site geotechnical investigation. 12/7/16 R16-12-168 – Award Contract SG-2016-1 for monitoring well OCWD-BS24C construction to BEKS Acquisition Inc. dba BC2 Environmental in the amount of $177,425. 10/19/16 R16-10-143 – Authorize General Manager to execute an amendment to Contract SG-2015-1 to reflect Change Order No. 1 for out-of-scope costs associated with the destruction of the OCWD-BSO9 monitoring wells and abandonment of the OCWD-BS24 borehole and to terminate the contract without fault to either party. 9/16/16 R15-9-123 – Award Contract SG-2015-1 for destruction of Sunset Gap OCWD-BSO9 monitoring wells and construction of replacement monitoring well OCWD-BS24 to Cascade Drilling in the amount of $464,074. 5/18/16 R16-5-61 – Authorize Amendment No. 1 in the amount of $19,904 to agreement with Ninyo & Moore for geotechnical investigation. 6/17/15 R15-6-77 – Authorize filing Notice of Exemption for the construction of monitoring well BS24; authorize destruction of monitoring wells BSO9A, BSO9B and BSO9C, and construction of replacement monitoring well OCWD-BS24; and authorize issuance of Amendment No. 2 to Agreement No. 0958 with CDM Smith in the amount of $56,550 for additional field inspection services required for the destruction of BSO9A, BSO9B and BSO9C, and construction of monitoring well OCWD-BS24. 6/17/15 R15-6-81 – Authorize issuance of Amendment No. 1 to Agreement No. 0958 with CDM Smith in the amount of $127,935 for additional field inspection services required for the Sunset Gap Project and issuance of agreement to Ninyo & Moore for geotechnical services at the OCWD-BS13 well site for an amount not to exceed $58,078. 5/21/14 R14-5-66 – Award Contract No. SG-2014-1 to Yellow Jacket Drilling for $1,477,295 for construction of six monitoring wells and destruction of three monitoring wells.

12/18/13 R13-12-00 – Authorize agreement with CDM Smith for an amount not to exceed $194,117 for construction management of the Sunset Gap monitoring well installations and destructions. 9/18/13 R13-9-121 – Receive and file Geologist’s Report and approve Sunset Gap Groundwater Investigation including the construction of four new monitoring wells, two replacement monitoring wells, and destruction of three unusable monitoring wells for a combined capital and R&R budget of $1,896,400; authorize issuance of a RFP for field inspection services; authorize filing a Notice of Determination. 6/20/12 R12-6-70 – Authorize application for California Department of Water Resources Local Groundwater Assistance Grant.

FIGURE 1. SUNSET GAP MONITORING WELL LOCATION MAP

FIGURE 2. PROPOSED TWO MONITORING WELL CLUSTER ON THE BOEING COMPANY PROPERTY IN HUNTINGTON BEACH

LICENSE AGREEMENT

(The Boeing Company) (Well Site OCWD-BS26)

This License Agreement (“License”) is made and entered into as of___________, 2020 by and between the ORANGE COUNTY WATER DISTRICT, a political subdivision of the State of California organized under Chapter 924 of the Statutes of 1933, as amended (“Licensee”), and THE BOEING COMPANY, a Delaware corporation (“Licensor”).

PART I BASIC LICENSE TERMS

1.1 License: Licensor hereby issues to Licensee a revocable License to enter upon the following real property owned by Licensor, for the purpose or activity specified below:

1.1.1 Licensed Property: Located in the City of Huntington Beach, County of Orange, State of California, includes a Maintenance License Area and more particularly described and shown in Exhibit “A” and the Temporary Construction License Area and more particularly described and shown in Exhibit “B”, both Exhibits attached hereto as and incorporated herein by reference (collectively the “Licensed Premises”). 1.1.2. Non-Exclusive Use of Licensed Premises: For and during the term of this License, and any extension or renewal thereof, Licensee shall use the Licensed Premises solely and exclusively to install, construct, reconstruct, develop, redevelop, remove and replace, inspect, monitor, and operate two groundwater monitoring wells: OCWD-BS26A and OCWD-BS26B (the "Well Site" herein). Operation of the Well Site shall include the collection of water samples and water levels, which is anticipated to occur approximately up to four times each year, although Licensee reserves the right to collect water samples as frequently as it determines in its reasonable discretion to be necessary, and maintenance of the wells. Licensee shall have ingress to and egress from the Premises from the closest public right-of-way. Licensor (or its designated contractors) shall have the right, but not an obligation, to collect split samples during Licensee’s sampling activities, upon reasonable notice to Licensee. Licensee shall provide Licensor with copies of all data submitted to the Regional Water Quality Control Board and copies of all correspondence with the Board regarding work done under this License promptly upon submission or receipt. Licensor and its agents shall at all times have the unrestricted right to enter the Licensed Premises to observe the activities of Licensee, and to monitor compliance of Licensee with this Agreement and to protect Licensor's interests in the Licensed Premises.

The rights being granted herein include the right to enter upon and to pass and repass over and along the License Premises, and to deposit tools, implements and other materials thereon by Licensee or its successors and assigns, it officers, agents and employees, and by persons or entities under contract with Licensee, its successors and assigns, wherever and whenever necessary within the Maintenance License Area and Temporary Construction License Area for the purpose of laying, constructing, reconstructing, redeveloping, renewing, inspecting,

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maintaining, repairing, using and operating the Well Site. Licensee shall make its best efforts to minimize interference with Licensor’s activities. The Maintenance License Area is the area of the Licensed Premises that will contain the Well Sites authorized by this Agreement, and will be used after construction of the monitoring wells for the purpose of maintaining the Well Site. It is anticipated that the Well Site will periodically require the use of a well development/pump rig to perform this maintenance. It is anticipated that the Maintenance License Area will be required to be used approximately once every five years or as necessary; however, Licensee reserves the right to reasonably determine when the use of such Maintenance License Area is necessary, which may be less than every five years. Licensee shall notify Licensor at least 30 days in advance of maintenance activities that utilize a well development/pump rig. Maintenance of the Well Site shall be conducted at Licensee’s sole cost and expense. Licensee shall notify Licensor at least forty-eight (48) hours in advance of the time at which Licensee wishes to enter the Licensed Premises, except in the case of an emergency. All work shall be performed by Licensee between the hours of 7:00 a.m. and 6:00 p.m. Monday through Friday, unless Licensor approves alternative hours in advance. The Temporary Construction License Area is for the purpose of constructing the Well Site. During the construction of the wells, Licensee shall have, but not be limited to, a drill rig, support trucks, other supporting equipment, and a well development rig on site to drill, construct, and develop the wells including use of the area for temporary laydown of construction materials. It is estimated that the well installations will take up to ninety (90) working days to complete, provided that there are no unforeseen complications. Well installations must be completed within one hundred and twenty (120) working days of the date of this License unless Licensor agrees in writing to extend such period as a result of unforeseen complications or delays. Licensee will repair any damage to the asphalt street and landscaping that may occur during well construction. Licensee shall be responsible for the proper removal and disposal, at its own cost and expense, of all construction debris and any other materials generated or used in connection with the work at the Licensed Premises. The Licensee shall keep the Licensed Premises in good, neat and orderly condition at all times. The Licensed Premises herein are subject to the rights of Licensor, its successors and assigns to use the Licensed Premises in any and all ways consistent with the rights granted to Licensee herein, provided, however, that no buildings or structures shall be constructed, installed or situated within the Licensed Premises by Licensor during the term of this License. Licensee shall not store any equipment, materials or other items at the Licensed Premises, nor allow overnight parking or storage of automobiles, vehicles, or other drive-able equipment, provided however, with the permission of the Licensor Contact certain equipment such as a clarifier and associated well rework equipment may be stored overnight so long as it is stored safely in a manner that does not subject Licensor to liability for any loss or damage, and does not impede traffic flow or driveways on Licensor’s property. Licensee must promptly and completely repair any damage to the Licensed Premises resulting from the work performed pursuant to this License. Licensee's right to use the Licensed Premises is non-exclusive, and Licensor has the right to use (and grant others the right to use), upon reasonable notice

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to Licensee, the Licensed Premises for anything that does not unreasonably interfere with Licensee's rights under this License. Licensee and its contractors and agents shall promptly notify Licensor of any safety or environmental emergency that occurs on the Licensed Premises.

1.2 Term and Termination

1.2.1 The Maintenance License Area, which is defined in the third paragraph of section 1.1.2 above, shall commence upon the execution of this License and terminate thirty (30) years from the date that this License Agreement was first executed (the “Termination Date”) or at such time as when Licensee determines that Well Site is no longer needed, whichever comes first. If Licensee determines that the Well Site will continue to be useful and necessary beyond the Termination Date, Licensor and Licensee shall meet at least six (6) months prior to the Termination Date to discuss the possibility of extending this License Agreement. At such time as Licensee determines in its sole and absolute discretion that the wells are no longer needed, and prior to the Termination Date, Licensee at Licensee’s sole cost and expense, shall destroy the wells in accordance with the latest version of the California State Water Well Standards Bulletin 74-81 as amended by Bulletin 74-90. Also, the Licensee shall remove the well vault from the Well Site and restore the surface area to the general condition that existed prior to the construction of the Well Site at Licensee’s sole cost and expense within 60 days from the destruction of the wells. 1.2.2 The Temporary Construction License Area shall commence upon written notice from Licensee to Licensor and shall terminate three (3) months from the date Licensee issues a notice of completion of construction of the wells. Licensee shall provide a notice of completion of well construction and well termination activities to Licensor promptly after such activities are completed. The Temporary Construction License Area shall again be usable by Licensee for demolition purposes three months prior to the destruction of the monitoring wells per Section 1.2.1.

1.3 Utilities and Services: Licensee shall be solely responsible for obtaining all utility service and for the payment of all utility charges, including but not limited to water and power, supplied to the Licensed Premises for the purpose of maintaining the Well Site or otherwise.

PART II GENERAL LICENSE PROVISIONS

2.1 Integration: This License represents the entire understanding of Licensor and Licensee as to the License and all other matters contained herein. No prior oral or written understanding shall be of any force or effect with regard to those matters covered by this License. This License supersedes and cancels any and all previous negotiations, arrangements, agreements or understandings with regard to those matters covered by this License, if any, between the parties, and none shall be used to interpret this License.

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2.2 Compliance with Law: Licensee shall comply with all statutes, ordinances, regulations and other laws that apply to its activities upon the Licensed Premises. 2.3 Permits and Approvals: Licensee shall obtain any and all governmental permits, approvals, licenses or other authorizations which may be required in connection with the Licensee’s use of the Licensed Premises as set forth in this License. 2.4 Condition of Property: Licensee shall use the Licensed Premises in its present condition and Licensor will not be obligated to make the Licensed Premises safe or suitable for use by Licensee or otherwise prepare the Licensed Premises or access to the Property in any manner whatsoever unless otherwise required by law. Licensor makes no representations or warranties whatsoever regarding the condition of the Licensed Premises or its suitability for Licensee’s anticipated use. 2.5 Liens: Licensee must keep the Licensed Premises free and clear of all mechanic’s liens and other such liens on account of the work. 2.6 Loss, Damage, Theft, Vandalism: Licensor will not assume any responsibility for or to protect against any loss, damage, theft or vandalism of any property or material which Licensee may place upon the Licensed Premises. 2.7 Nuisance: Licensee shall at all times conduct its use of the Licensed Premises in such a manner that it shall not constitute a public or private nuisance. Licensee agrees that if Licensee’s wells become a hazard or a public nuisance, or if Licensee fails to keep and maintain Licensee’s wells in good order and repair and in a safe condition, and if Licensee does not cure said defect within thirty (30) calendar days after receipt from the Licensor of a notice to maintain or repair Licensee’s wells, then the Licensor shall have the option to repair Licensee’s wells and recoup the cost thereof from Licensee, or to remove Licensee’s wells from the Licensed Premises at Licensee’s expense if Licensor determines, in the reasonable exercise of its discretion, that Licensee’s equipment cannot be feasibly repaired so as to eliminate the hazard or public nuisance, except that Licensor may not remove any Licensee equipment without permission from the RWQCB. 2.8 Licensee’s Rights and Privileges: The rights and privileges provided to Licensee under this Agreement are subject to all covenants, conditions, restrictions, easements, rights-of-way, and other matters of record as of the date of this Agreement. 2.9 Existing Easements: Licensee warrants that it has conducted a thorough investigation and review of all recorded easements existing and affecting the Licensed Premises. Licensee warrants that neither the Well Site nor the construction or maintenance of the wells shall hinder, endanger or damage any existing pipelines, conduits, utility lines or other property belonging to Licensor or any other party with easement or other property rights over any portion of the Licensed Premises. 2.10 Reimbursement of Licensor Costs: Licensee shall reimburse Licensor all reasonable expenses, fees, charges and other costs incurred by the Licensor as a result of the activities of Licensee authorized by this License..

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2.11 Insurance: Without limiting Licensee’s indemnification obligations, Licensee shall, at its own cost and expense, carry and maintain, and shall ensure that any contractor of Licensee (“Contractor”) carries and maintains, during the Term of this License, Commercial General Liability Insurance with available limits of not less than One Million Dollars ($1,000,000) per occurrence for bodily injury, including death, and property damage combined, One Million Dollars ($1,000,000) general aggregate. Such insurance shall be in a form and with insurers acceptable to Licensor and shall contain coverage for all premises and operations, broad form property damage and contractual liability (including, without limitation, that specifically assumed herein). Any policy which provides the insurance required under this paragraph shall: (a) be endorsed to name The Boeing Company and its directors, officers, employees, agents, attorneys and assigns” as additional insureds (hereinafter “Additional Insureds”) with respect to any liability arising out of Licensee’s presence on the Licensed Premises, (b) be endorsed to be primary to any insurance maintained by The Boeing Company, (c) contain a severability of interest provision in favor of the Additional Insureds and (d) contain a waiver of any rights of subrogation against the Additional Insureds. A certificate evidencing such insurance coverage shall be delivered to Licensor not less than fifteen (15) days prior to the Commencement Date of this License. Such certificate of insurance will provide for fifteen (15) days advance notice in the event of cancellation. If licensed vehicles will be used in connection with this License, Licensee shall carry and maintain, and shall ensure that any Contractor who uses licensed vehicles in connection with this License carries and maintains, Automobile Liability Insurance covering all licensed vehicles, whether owned, hired, rented, borrowed or otherwise, with limits of liability of not less than One Million Dollars ($1,000,000) per occurrence combined single limit for bodily injury and property damage. Licensee shall cover or maintain, and shall ensure that any Contractor covers or maintains, insurance in accordance with the applicable laws relating to workers’ compensation, with respect to all of their respective employees working on or about the Licensed Premises, regardless of whether such coverage of insurance is mandatory or merely elective under the law. 2.12 Indemnification: Licensee will indemnify, defend, and hold harmless, with counsel acceptable to Licensor, Licensor, its subsidiaries, and their respective directors, officers, employees, agents, attorneys, and assigns (hereinafter “Indemnitees”), from and against all actions, causes of action, liabilities, claims, suits, penalties, fines, judgments, liens, awards, costs and damages (including without limitation natural resource damages) of any kind whatsoever (hereinafter “Claims”), for injury to or death of any person (including without limitation claims brought by employees or invitees of Licensee (hereinafter “Licensee Party”) or employees or invitees of any Contractor of Licensee (hereinafter “Contractor Party”)) or damage to or loss of any property or investigation or clean-up of any discharge or release of “hazardous substances” as defined under any applicable statute, regulation, ordinance or permit caused by any Licensee Party or any Contractor Party, and expenses, costs of litigation, and reasonable attorneys’ fees related thereto, or incident to establishing the right to indemnification, to the extent such Claims arise out of this License or the presence on the Licensed Premises of any Licensee Party or Contractor Party or any act done on or about the Licensed Premises by any Licensee Party or Contractor Party. In no event shall Licensee’s obligations hereunder be limited to the extent of any insurance available to or provided by Licensee. Licensee shall require each Contractor Party who desires access to

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the Licensed Premises to provide an indemnity, enforceable by and for the benefit of the Indemnitees, to the same extent required of the Licensee. With respect to claims made by Licensor against Licensee arising out of the activities authorized by this Agreement, Licensee hereby agrees not to assert any governmental immunity it may otherwise have with respect to any claims, liabilities, or obligations pursuant to or arising out of this License, though Licensee shall not be limited in raising governmental immunity, or any other defense, with regard to claims by persons not subject to this Agreement. The provisions of this paragraph shall survive the expiration or termination of this License. 2.13 Area Restoration: During the term of this License, Licensee shall restore any area damaged or disturbed by any Licensee Party or Contractor Party, to the general condition that existed prior to the damage or disturbance, at Licensee’s sole cost and expense, and to the reasonable satisfaction of Licensor. In regard to changes to the Licensed Premises caused by Licensee’s activities thereon under this License, prior to the Expiration Date, Licensee shall restore the Licensed Premises to the general condition that existed prior to Licensee’s entry thereon, at Licensee’s sole cost and expense, reasonable wear and tear excepted. The provisions of this paragraph shall survive the expiration or termination of this License. 2.14 Notices and Payments: Any notice, payment or instrument required or permitted to be given or delivered under this License may be given or delivered by personal delivery or by depositing the same in any United States mail depository, first class postage prepaid, and addressed as follows:

If to Licensee:

If by mail: Orange County Water District P.O. Box 8300 Fountain Valley, California 92728-8300 Attn: Property Management

If by personal delivery: Orange County Water District 18700 Ward Street Fountain Valley, California 92728-8300 Attn: Property Management

If to Licensor: THE BOEING COMPANY Asset Performance Management Division

2201 Seal Beach Boulevard Seal Beach, CA 90740 Attn: Mr. Alan E. DeFrancis Mail Code 110-SG64 Telephone Number: (562) 797-1614 Email: [email protected]

or such other person or address as either party may direct in writing to the other; provided, however, that such new or different person or address shall not become effective until

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acknowledged in writing by the party to whom directed. Except where service is by personal delivery or by registered or certified mail, return receipt requested, service of any instrument or writing shall be deemed completed forty-eight (48) hours after deposit in a United States mail depository.

2.15 Warranty of Authority: Each officer of Licensee and Licensor affixing his or her signature to this License warrants and represents by such signature that he or she has the full legal authority to bind his or her respective party to all of the terms, conditions and provisions of this License, that his or her respective party has the full legal right, power, capacity and authority to enter into this License and perform all of its provisions and obligations, and that no other approvals or consents are necessary in connection therewith.

2.16 Headings: The titles and headings of Sections and Paragraphs of this License, as herein set forth, have been inserted for the sake of convenience only, and are not to be taken, deemed or construed to be any part of the terms, covenants or conditions of this License, or to control, limit or modify any of the terms, covenants or conditions hereof.

2.17 Time of Essence: Time is of the essence in this License. Failure to comply with any requirement, including but not limited to any material time requirement, of this License may constitute a material breach of this License if not timely cured.

2.18 Construction and Amendment: This License shall be construed, interpreted, governed and enforced in all respects according to the laws of the State of California and as if drafted by both Licensee and Licensor. No amendment, change or modification of this License shall be valid unless in writing, stating that it amends, changes or modifies this License, and signed by all of the parties hereto.

2.19 Successors: The License, and all of the terms, conditions and provisions herein, shall inure to the benefit of, and be binding upon, the parties hereto, and their respective successors and assigns.

2.20 Attorney’s Fees: Subject to any other provision stated herein, in any action or proceeding between the parties hereto seeking interpretation or enforcement of any of the terms and provisions of this License or in connection with the Licensed Premises, the prevailing party in such action or proceeding shall be entitled to have and to recover from the other party its reasonable attorney’s fees and other reasonable expenses in connection with such action or proceeding, in addition to its recoverable court cost. 2.21 Invalid Provisions Severability: If any term, covenant or condition contained herein is held to be invalid by any court, such invalidity shall not affect any other term, covenant or condition contained herein. 2.22 Consent to Record Memorandum of License: Licensor hereby consents to Licensee recording a Memorandum of License satisfactory to Licensor (attached as Exhibit C) with the

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Orange County Recorder’s Office at Licensee’s cost and expense. In the event that this License Agreement is terminated or cancelled as provided herein, Licensee shall record a cancellation of aforesaid Memorandum of License 60 days from date of termination or cancellation.

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IN WITNESS WHEREOF, the parties have executed and entered into this License as of the date first set forth above.

“LICENSEE” ORANGE COUNTY WATER DISTRICT, a political subdivision of the State of California By: __________________________________

Vicente Sarmiento, President By: __________________________________

Michael R. Markus, P.E. General Manager

APPROVED AS TO FORM: By: __________________________________

General Counsel Orange County Water District

“LICENSOR”

THE BOEING COMPANY, a Delaware corporation

By: _________________________________ Name: ______________________________ Title: _____________________________ By: _________________________________ Name: ______________________________ Title: _____________________________

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EXHIBIT “A”

[Maintenance License Area]

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Exhibit “B”

[Temporary Construction License Area] y

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Exhibit “C”

[Form of Memorandum of License Agreement]

RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO:

Orange County Water District 18700 Ward Street P.O. Box 8300 Fountain Valley, CA 92728-8300 Attn: Property Management

(Space Above For Recorder’s Use)

MEMORANDUM OF LICENSE AGREEMENT

THIS MEMORANDUM OF LICENSE AGREEMENT (“Memorandum”) is made and entered into as of ___________________________, 2020 by and between THE BOEING COMPANY, a Delaware corporation (“Licensor”) and ORANGE COUNTY WATER DISTRICT, a political subdivision of the State of California organized under Chapter 924 of the Statutes of 1933, as amended (“Licensee”).

RECITALS WHEREAS, Licensor and Licensee have executed that certain unrecorded License Agreement (“License”) dated as of ________________ , 2020, covering certain real property in the State of California, County of Orange, City of Huntington Beach, which includes a Maintenance License Area and more particularly described and shown in “Exhibit A”, attached hereto and incorporated herein by this reference (the “Licensed Premises”); for an initial term of thirty (30) years, commencing on the execution date of the License Agreement, as defined in the Agreement. The License Agreement provides for use of the Licensed Premises solely and exclusively as to install, construct, reconstruct, develop, redevelop, remove and replace, inspect, monitor, and operate two groundwater monitoring wells: OCWD-BS26A and OCWD-BS26B (the "Well Site" herein). Operation of the Well Site shall include the collection of water samples and water levels, which is anticipated to occur approximately up to four times each year, although Licensee reserves the right to collect water samples as frequently

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as it determines in its reasonable discretion to be necessary, and maintenance of the wells, including ingress to and egress from the Licensed Premises from the closest public right-of-way. AGREEMENT NOW, THEREFORE, in consideration of the foregoing, Licensor and Licensee hereby declare as follows: 1. Demise. Licensor has licensed the Premises to Licensee (together with access rights as provided in the License), and Licensee has contracted for use of the Licensed Premises from Licensor, subject to terms, covenants and conditions contained in the License. 2. Incorporation of License Agreement. All of the terms, conditions and covenants of the License Agreement are incorporated herein by this reference and are not amended, modified or varied in any way by this Memorandum. 3. Successors and Assigns. This Memorandum shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns, subject to any limitations on assignment set forth in the License Agreement. 4. Counterparts; Governing Law. This Memorandum may be executed in several counterparts, each of which counterparts shall be deemed an original instrument and all of which together shall constitute a single Memorandum. This Memorandum shall be governed by the laws of the State of California. 5. Term and Termination. In the event that this License Agreement is terminated or cancelled as provided in the License, Licensee shall record a cancellation of aforesaid Memorandum of License 60 days from date of termination or cancellation with the Orange County Recorder’s Office at Licensee’s cost and expense. 6. License Controlling. This Memorandum is solely for the purpose of giving constructive notice of the License. In the event of conflict between the terms of the License and this Memorandum, the terms of the License shall control.

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IN WITNESS WHEREOF, the parties have executed the Memorandum as of the day and year first above written.

“LICENSEE” ORANGE COUNTY WATER DISTRICT, a political subdivision of the State of California By: __________________________________

Vicente Sarmiento, President By: __________________________________

Michael R. Markus, P.E. General Manager

APPROVED AS TO FORM: By: __________________________________

General Counsel Orange County Water District

“LICENSOR”

THE BOEING COMPANY, a Delaware corporation

By: _________________________________ Name: ______________________________ Title: _____________________________ By: _________________________________ Name: ______________________________ Title: _____________________________

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A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California ) County of ______________________ )

On _________________________, before me, ,

(insert name and title of the officer) Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal. Signature (Seal)



On _________________________, before me, ,




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On _________________________, before me, ,






On _________________________, before me, ,




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EXHIBIT “A”

[Maintenance License Area]


Meeting Date: July 24, 2020 Budgeted: N/A Budget Amount: N/A To: Administration/Finance Issues Cte. Funding Source: N/A Board of Directors Revenue Estimate: $1,148 Funding Source: N/A Program/Line Item No. N/A From: Mike Markus General Counsel Approval: Required Engineers/Feasibility Report Approved: N/A Staff Contact: B. Dosier/D. Park CEQA Compliance: N/A SUBJECT: LICENSE AGREEMENT WITH THE MUNICIPAL WATER DISTRICT OF

ORANGE COUNTY (MWDOC) CONSENTING TO IMPROVEMENTS AT 18700 WARD STREET, FOUNTAIN VALLEY AND ALLOWING PORTIONS OF THE COMMON AREAS BE FENCED OFF TO FACILITATE CONSTRUCTION

SUMMARY At the June 26 Property Committee meeting, staff presented the Municipal Water District of Orange County’s (MWDOC) intention to improve the MWDOC administration building (Building) beginning in September 2020. MWDOC has requested a License Agreement to allow portions of the of the common areas, comprising of the courtyard and parking facilities, to be modified and temporarily fenced off to facilitate construction and District consent for the Americans with Disabilities Act (ADA) parking improvements. At the June 26 Committee meeting, the Committee requested staff present additional information on the building improvements at the July 24 Property meeting. Attachment(s):

• MWDOC Building Improvement Work Plans • Draft of License Agreement

RECOMMENDATION Agendize for August 5 Board meeting: Authorize General Manager to negotiate and execute a License Agreement with the Municipal Water District of Orange County (MWDOC) allowing for portions of the common areas comprised of the courtyard and parking facilities to be modified and fenced off for a 10-month term, and providing for District consent to MWDOC’s Americans with Disabilities Act parking improvements for a license fee of $1,148.

DISCUSSION/ANALYSIS MWDOC administers the Water Emergency Response Organization of Orange County (WEROC) and maintains a dedicated Emergency Operations Center (EOC) in its office space to host emergency water resources personnel during critical events. The EOC is the focal point for coordination of all the County’s water emergency response and recovery operations. Based on WEROC’s plans to upgrade the EOC, MWDOC notified District staff that the building would require seismic retrofit and remodeling. Work plans were completed and bid documents for a contractor are currently out for solicitation with a deadline date of July 31, 2020. MWDOC has

tentatively scheduled construction to begin in September 2020, pending the bid approval by MWDOC’s Board in August 2020 and obtaining any and all required governmental permits. Construction will take approximately 10 months. In May 2019, MWDOC began the improvement process by requesting a License Agreement to rewire the electrical grid in Transformer 22 to provide additional power in preparation of the building improvements. The OCWD Board approved the electrical improvements at its meeting on May 22, 2019 and MWDOC has since requested to move forward with the building improvements. The proposed improvements include seismic strengthening of the roof-to-wall connections, ADA compliance upgrades, interior tenant improvement work such as reconfiguring interior rooms, offices, and workspaces including constructing a new storage room extending from the south building wall from the MWDOC 101 Conference Room onto the MWDOC walkway (adjacent to the courtyard shared by MWDOC and OCWD); and the associated mechanical, electrical, plumbing, and restroom upgrades. The proposed License Agreement will provide OCWD consent for MWDOC’s ADA parking modification required by law based on MWDOC’s construction project. Additionally, the License Agreement will provide MWDOC and its contractors with site access for their building improvement project and permit MWDOC to temporarily fence off and use portions of the common areas, comprising of the courtyard and parking facilities, to facilitate the building construction as depicted in the Location Map, (collectively, the “Licensed Area”) including temporary fencing during construction of a new storage room (Area 1); temporary fencing during ADA parking construction (Area 2), as depicted on the Location Map; and temporary fencing around the construction laydown area which will include a 50’ x 10’ trailer (Area 3). During the construction, MWDOC will require the contractor to provide accessible parking spaces near Area 2 to meet ADA standards, and keep a route accessible to the District for access to the electrical vaults in Area 1 and the piping and meter in Area 3. MWDOC’s contractor will be required to access the courtyard from the northeast portion of MWDOC’s administration building, near Ellis Street, following a path of travel that will not interfere with District operations; and allow the use of nine (9) parking stalls for contractor vehicles on the northeast end of the parking lot facing Ellis Street. MWDOC will be required to restore the surface of the Licensed Area to the state that existed prior to the commencement of use, which will include slurry coating and restriping portions of the parking lot impacted by the construction. Per resolution 14-3-29 adopted March 5, 2014, the license fee is set at $1,148.00. Staff recommends authorizing the General Manager to finalize negotiations with MWDOC and execute the License Agreement. PRIOR BOARD ACTION 5/22/2019, R19-5-72, Approving License Agreement with MWDOC for electrical improvements at 18700 Ward Street, Fountain Valley

SITE PLAN

LICENSE AGREEMENT

The Municipal Water District of Orange County (Fountain Valley, CA)

This License Agreement (“License”) is made and entered into as of by and between the ORANGE COUNTY WATER DISTRICT, a political subdivision of the State of California organized under Chapter 924 of the Statutes of 1933, as amended (“OCWD”), and The Municipal Water District of Orange County, a California municipal water district (“MWDOC” or “Licensee”).

PART I

FUNDAMENTAL LICENSE TERMS

1.1 License: OCWD hereby issues to Licensee a License to enter upon the following real property owned by OCWD, for the purpose or activity specified in Paragraph 1.1.2:

1.1.1 Licensed Property: The real property located at 18700 Ward Street, Fountain Valley, CA 92708, as depicted on Part IV included as attached hereto and incorporated herein by this reference (“Licensed Area”).

1.1.2 Use of Premises: For and during the term of this License, and any extension or renewal thereof, Licensee, shall use the Premises solely and exclusively for the following purpose(s) or activity(ies): to use and occupy common facilities comprising of courtyard and vehicular parking facilities in the locations and as depicted in Part IV attached hereto and incorporated herein by this reference (collectively, the “Licensed Area”) for the purposes of seismic retrofitting the Licensee’s administration building, Americans with Disabilities Act (ADA) Parking Improvements, and interior tenant improvement work with the associated mechanical, electrical, plumbing, and restrooms upgrades (collectively, “Building Improvements”). Licensee, at its sole cost and expense, shall install and maintain a temporary fence and gates around the perimeter of the Licensed Areas. This License shall require the Licensee to access the courtyard from the northeast portion of the Licensee’s administration building and follow the path of travel (“Access Area”) as depicted in Part IV. OCWD reserves the right to change the Access Area at any time in its sole and absolute discretion, provided that such change is reasonable and MWDOC’s access is not interrupted.

1.1.3 Consent to ADA Parking Improvements: OCWD does hereby consent to construction of the ADA Parking Improvements to the parking lot to the extent that (i) OCWD is not held liable at any time for any loss, damage or injury whatsoever to the person or property; and (ii) in accordance with Paragraph 2.5 herein, MWDOC agrees to indemnify and hold OCWD, its officers, directors, employees, representatives and volunteers harmless from and against any and all work associated with the Improvements; (iii) Licensee provides temporary ADA parking during the construction of the ADA Parking Improvement to the parking lot.

1.2 Term: This License shall commence on (“Commencement Date”) and shall continue to terminate at 11:59 p.m. local time on (‘Expiration Date”). This License and the Licensee’s rights hereunder may not be extended beyond the Expiration Date,

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unless such extension is set forth in writing and signed by both OCWD and the Licensee. Notwithstanding the foregoing or any other provision of this License, either OCWD or Licensee may terminate this License with or without cause, or for any reason, at any time, by giving the other party a ninety (90) days written notice of termination.

BY PLACING ITS INITIALS HERE, LICENSEE ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THE PROVISIONS OF THIS LICENSE THAT ALLOW OCWD TO TERMINATE THIS LICENSE AT ANY TIME WITH OR WITHOUT CAUSE AS SET FORTH HEREINABOVE.

Licensee: ____________

1.3 License Consideration: As consideration for the issuance of this License, Licensee shall pay to OCWD a one-time fee of $1,148.00 (“License Fee”) in accordance with Part II (General Provisions).

1.4 Notices and Payments: All payments, notices and other writings required to be delivered under this License to either party shall be delivered in accordance with the provisions of Part II (“General Provisions”), to OCWD at the address set forth in Part II, and to Licensee at the address set forth in this Part I.

1.5 Attachments: This License incorporates by reference the following Attachments to this License:

Part I: Fundamental License Terms Part II: General License Provisions Part III: Special License Provisions Part IV: Map of the Licensed Area

1.6 Integration: This License represents the entire understanding of OCWD and Licensee as to the License and all other matters contained herein. Except as specifically referenced herein, no prior oral or written understanding shall be of any force or effect with regard to those matters covered by this License. Excepting the Lease Agreement which is unmodified by this License Agreement, this License supersedes and cancels any and all previous negotiations, arrangements, agreements or understandings, if any, between the parties, and none shall be used to interpret this License.

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IN WITNESS WHEREOF, the parties have executed and entered into this License as of the date first set forth above.

“LICENSOR” ORANGE COUNTY WATER DISTRICT, a political subdivision of the State of California organized under Chapter 924 of the Statutes of 1933, as amended By: _________________________________ Michael Markus P. E., General Manager APPROVED AS TO FORM: RUTAN & TUCKER, LLP. ____________________________________ General Counsel, Orange County Water District 6/10/2020

“LICENSEE” MUNICIPAL WATER DISTRICT OF ORANGE COUNTY, a California municipal water district By: __________________________________ Name: ______________________________ Title: ______________________________ Licensee Information: 18700 Ward Street Fountain Valley, CA 92708

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PART II

GENERAL LICENSE PROVISIONS

2.1 Payment of License Fee

2.1.1 Transmittal of Payments: Licensee shall make all License Fee payments, and pay all other sums due under this License, in lawful money of the United States, by check payable to "ORANGE COUNTY WATER DISTRICT," and shall personally deliver or mail all payments without any notice or demand to OCWD at the address set forth in Paragraph 2.8.1 below. Licensee assumes all risk of loss or late payment if any payment is made by mail.

2.1.2 No Offsets: All License Fees and other sums due under this License shall be paid without offset or deduction, and shall be deemed payments on account. Neither the payment by Licensee nor the acceptance by OCWD of any License Fee or other sum in an amount which is less than the amount due and payable pursuant to this License, nor the issuance of a monthly statement showing as due and payable an amount less than is properly due and payable pursuant to the terms of this License, shall constitute an agreement by OCWD modifying this License or a waiver of OCWD's right to receive all sums provided for in this License. No endorsement or statement on any check or any letter accompanying any check or payment shall be deemed an accord or satisfaction, and OCWD shall accept all checks and payments from Licensee without prejudice to OCWD's right to recover the balance of the amount due or to pursue any other remedy in this License or otherwise provided by law.

2.2 Charges for Payment of License Fee

2.2.1 If any payment of any License Fee or any other sum due OCWD is not received by OCWD within ten (10) days after the due date, Licensee shall be deemed delinquent in its License Fee payment and a late charge of one and one-half percent (1.5%) of the delinquent amount, plus the sum of One Hundred Dollars ($100.00), shall become immediately due and payable to OCWD. An additional charge of one and one-half percent (1.5%) of such delinquent License Fee payment (excluding late charges) shall be added for each additional calendar month (or portion thereof) that the delinquent sum remains unpaid.

2.2.2 Licensee and OCWD hereby acknowledge and agree that such late charges do not represent and shall not be deemed to be an interest payment, but that such late charges represent a fair and reasonable estimate of the costs and expenses that OCWD will incur by reason of Licensee's late payment.

2.2.3 Acceptance by OCWD of any delinquent License Fee payment or late charge shall in no way constitute a waiver of Licensee's default with respect to such overdue and delinquent payment, or in any way impair, prevent or restrict OCWD from exercising any of its rights or remedies set forth in this License or otherwise provided at law.

2.3 Use of the Licensed Area

2.3.1 Conditions of Use: For and during the term of this License, and any extension or renewal thereof, Licensee's use of the Licensed Area shall be subject to the following conditions, covenants and restrictions:

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2.3.1.1 Except as provided in this License, the Licensed Area shall be used only for the purposes specified in Paragraph 1.1.2 above, and the Licensed Area shall not be used for any other use or purpose whatsoever, without the prior written consent of OCWD.

2.3.1.2 Lessee shall not cause, permit or suffer any “hazardous material,” “hazardous waste” or “hazardous chemicals” as those terms are used in CERCLA (42 U.S.C. § 9601(14)) or SARA (42 U.S.C. § 110211(e)) or any similar Federal, State, or local law, statute, ordinance, regulation or order, or otherwise determined by OCWD, to be brought upon, left, used or abandoned on the Licensed Area.

2.3.1.3 Licensee shall not maintain, commit or permit the maintenance or commission of any waste or any nuisance (as defined in California Civil Code section 3479) on the Licensed Area, and Licensee shall not use or permit the use of the Licensed Area for any unlawful purpose.

2.3.1.4 OCWD or its authorized representative shall have the right at all reasonable times to enter upon the Licensed Area and inspect the general condition of the Licensed Area to determine if Licensee is complying with the terms, conditions, requirements and provisions of this License.

2.3.2 Utilities and Services: Licensee shall be solely responsible for obtaining all utility service and for the payment of all utility charges, including but not limited to water and power, supplied to the Licensed Area, if needed.

2.3.3 Permits and Approvals: Licensee shall obtain any and all governmental permits, approvals, licenses or other authorizations which may be required in connection with the use of the Licensed Area as set forth in this License. No approval or consent given under this License by OCWD shall affect or limit Licensee's obligations hereunder, nor shall any approvals or consents given by OCWD, in its capacity as a party to this License, be deemed to be approval as to compliance or conformance with any applicable governmental codes, laws, orders, rules or regulations.

2.4 Insurance: Without limiting Licensee’s indemnification obligations, Licensee shall not enter or occupy the Licensed Area until Licensee has obtained all of the insurance required herein from a company or companies acceptable to OCWD, and Licensee shall maintain all such insurance in full force and effect at all times during the term of this License and any extension or renewal thereof. Insurance shall be placed with insurers having a current A.M. Best rating of no less than A-:VII or equivalent or as otherwise approved by OCWD. If Licensee is a governmental agency, a letter of self-insurance may be substituted for a Certificate of Insurance.

2.4.1 Licensee shall take out and maintain the following insurance:

2.4.1.1 Workers’ Compensation and Employer’s Liability Insurance: Licensee shall cover or insure under the applicable laws relating to workers’ compensation insurance all of its employees working on or about the Licensed Area, in accordance with the “Workers’ Compensation and Insurance Act,” Division IV of the Labor Code of the State of California and any Acts amendatory thereof. Licensee shall provide worker’s compensation insurance as required by the State of California with Statutory Limits and employer’s liability insurance with limits not less than One Million Dollars ($1,000,000) each occurrence, One Million Dollars ($1,000,000) disease policy limit, and One Million

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Dollars ($1,000,000) disease each employee. Such policy of workers compensation insurance shall contain the following separate endorsements:

(a) “Insurer waives all rights of subrogation against the Orange County Water District, its officers, directors, employees, representatives and volunteers.”

(b) “This insurance policy shall not be suspended, voided, reduced in coverage or in limits, cancelled, limited, non-renewed or materially changed for any reason by the insurer until thirty (30) days after receipt by the Orange County Water District of a written notice of such cancellation, limitation or reduction of coverage.”

2.4.1.2 Commercial General Liability Insurance providing coverage in the following minimum limits:

(a) Combined single limit of Two Million Dollars ($2,000,000) per occurrence or the full occurrence limits of the policies available, whichever is greater for Bodily Injury, Personal Injury or Death and Property Damage.

(b) Damage Coverage shall be at least as broad as Insurance Services Office (ISO) Commercial General Liability coverage (occurrence Form CG 0001).

(c) If Commercial General Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the project/location (with the ISO CG 2503 or ISO CG 2504, or insurer’s equivalent endorsement provided to OCWD), or the general aggregate limit shall be twice the required occurrence limit.

2.4.1.3 Comprehensive Automobile Liability Insurance, including owned, non-owned, leased, hired, and borrowed automobiles and similar vehicles, providing the following minimum limits:

(a) Combined single limit of One Million Dollars ($1,000,000) per occurrence for Bodily Injury, Personal Injury or Death and Property Damage.

(b) Coverage shall be at least as broad as Insurance Services Office (ISO) Business and Auto Coverage (Form CA 0001) covering any auto.

2.4.1.4 Liquor Liability Insurance providing coverage in the following minimum limits:

(a) Combined single limit of Five Million Dollars ($5,000,000) per occurrence or the full per occurrence limits of the policies available, whichever is greater for Bodily Injury, Personal Injury or Death and Property Damage.

(b) If a form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the project/location (with the ISO CG 2503 or ISO CG 2504, or insurer’s equivalent endorsement provided to OCWD), or the general aggregate limit shall be twice the required occurrence limit.

2.4.2 Endorsements: The policies of liability insurance provided for in Paragraphs 2.4.1.2 and 2.4.1.3 shall specify that this specific License is insured and that coverage for injury to participants resulting from Licensee's activities is not excluded, and shall be in a form satisfactory to OCWD and contain the following separate endorsements:

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(a) “The Orange County Water District, its officers, directors, employees, representatives and volunteers, are declared to be additional insureds on all of the above policies with respects to the operations and activities of the named insured at or from the premises of the Orange County Water District. The coverage shall contain no special limitations on the scope of protection afforded to the Orange County Water District, its officers, directors, employees, representatives and volunteers.”

(b) “This insurance policy shall not be suspended, voided, reduced in coverage or in limits, canceled, limited, non-renewed, or materially changed for any reason until thirty (30) days after receipt by the Orange County Water District of a written notice of such cancellation, limitation or reduction of coverage.”

(c) “This insurance policy is primary insurance and no insurance held or owned by the designated additional insureds shall be called upon or looked to cover a loss under said policy; the Orange County Water District shall not be liable for the payment of premiums or assessments on this policy.”

(d) “Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the Orange County Water District, its officers, directors, employees, representatives, or volunteers.”

(e) “This insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.”

2.4.3 Evidence of Coverage: Licensee shall at the time of the execution of the License present to OCWD the original policies of insurance required by this Paragraph 2.4 or a certificate of the insurance, with separate endorsements (Insurance Services Office Form CG 2026, or equivalent), showing the issuance of such insurance and the additional insured and other provisions and endorsements required herein and copies of all endorsements signed by the insurer’s representative. All policies shall contain the Licensee’s name and location of the Licensed Area on the certificate. At least thirty (30) days prior to the expiration of any such policy, a signed complete certificate of insurance, with all endorsements provided herein, showing that such insurance coverage has been renewed or extended, shall be filed with OCWD. Licensee’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.

2.4.4 Review of Coverage: OCWD shall have the right at any time to review the coverage, form, and limits of insurance required under this License. If, in the sole and absolute discretion of OCWD, the insurance provisions in this License do not provide adequate protection for OCWD, OCWD shall have the right to require Licensee to obtain insurance sufficient in coverage, form and limits to provide adequate protection and Licensee shall promptly comply with any such requirement. OCWD's requirements shall not be unreasonable, but shall be adequate in the sole opinion of OCWD to protect against the kind and extent of risks which may exist at the time a change of insurance is required, or thereafter.

2.4.5 Deductibles: Any and all deductibles must be declared and approved by OCWD prior to execution of this License.

2.4.6 License Contingent Upon Coverage: Notwithstanding any other provision of this License, this License may be declared null and void by OCWD when the above-referenced

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original policies of insurance or Certificate of Insurance or Renewal Certificates or Endorsements are not on file with OCWD.

2.5 Indemnification

2.5.1 OCWD not Liable: OCWD shall not be liable at any time for any loss, damage or injury whatsoever to the person or property of any person or entity whatsoever, including but not limited to any employee, agent or contractor of Licensee, resulting from or arising out of any act or omission of Licensee or of any person or entity holding under Licensee, or the occupancy or use of the Licensed Area or any part thereof by or under Licensee, or any act or omission in the exercise of any right or the performance of any obligation under this License, or directly or indirectly from any state or condition of the Licensed Area, or any part thereof, if in connection with the License Activity.

2.5.2 Indemnification: Irrespective of any insurance carried by Licensee for the benefit of OCWD, and notwithstanding any other provision of this License to the contrary, Licensee shall indemnify and hold OCWD, its officers, directors, employees, representatives and volunteers harmless from and against any and all actions, claims, demands, judgments, attorneys fees, costs, damages to persons or property, penalties, obligations, expenses or liabilities of any kind that may be asserted or claimed by any person or entity (including, but not limited to, any employee, agent or contractor of Licensee) in any way arising out of or in connection with this License, the operations carried on by Licensee on the Licensed Area, or the occupation or use of the Licensed Area by Licensee or any person or entity holding under Licensee (collectively, “Claims”), whether or not there is concurrent active or passive negligence on the part of OCWD, but excluding the sole active negligence and willful misconduct of OCWD. In connection therewith:

2.5.2.1 Licensee shall defend and hold OCWD, its officers, employees, agents, representatives and volunteers, harmless from any and all Claims, whether caused by OCWD’s active or passive negligence, but excluding any Claim that results from the sole active negligence or willful misconduct of OCWD, its officers, employees, agents, or representatives; and Licensee shall pay all expenses and costs, including attorneys’ fees, incurred in connection therewith.

2.5.2.2 Licensee shall promptly pay any judgment rendered against Licensee or OCWD covering any Claim, and hold and save OCWD harmless therefrom, whether such Claim was caused by OCWD’s active or passive negligence, but excluding the sole active negligence and willful misconduct of OCWD.

2.5.2.3 In the event OCWD is made a party to any action or proceeding filed or prosecuted for or arising out of or in connection with any Claim, Licensee shall pay to OCWD any and all costs and expenses incurred by OCWD in any such action or proceeding, together with reasonable attorneys’ fees.

2.5.2.4 All of the indemnity obligations of Licensee under this Paragraph 2.5.2, or as otherwise set forth in this License, shall survive the expiration or earlier termination of this License.

2.6 Legal Relations and Responsibilities

2.6.1 Nature of Relationship: OCWD and Licensee understand and agree that the only relationship between them created by this License is that of Licensor and Licensee, and that this

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License does not create, and shall not be construed to create, any agency, partnership, joint venture, landlord-tenant or other relationship between OCWD and Licensee.

2.6.2 Compliance with Laws: Licensee shall keep itself fully informed of all existing and future state and federal laws and all county and city ordinances and regulations which in any manner affect the activities of Licensee under this License, or the possession or use of the Licensed Area by Licensee, and of all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Licensee shall at all times observe and comply with all such existing and future laws, ordinances, regulations, orders and decrees, and shall protect and indemnify, as required herein, OCWD, its officers, directors, employees and agents against any claim or liability arising from or based on the violation of any such law, ordinance, regulation, order or decree, whether by Licensee or any person or entity holding under Licensee.

2.6.3 Assignment: 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 this License, unless Licensee has obtained the prior written consent of OCWD, which may be withheld, in its sole and absolute discretion, for any reason or no reason at all.

2.6.4 Acknowledgment of OCWD's Title: Licensee hereby acknowledges the title of OCWD in and to the Licensed Area, including the real property fixtures and improvements existing or erected thereon, and Licensee hereby covenants and promises never to assail, contest or resist OCWD's title to the Licensed Area.

2.6.5 Liens: Licensee shall maintain the Licensed Area free from and clear of any claims, obligations, liabilities, liens, encumbrances and charges, including but not limited to any claims, liens or charges arising out of or in connection with the furnishing of materials or the performance of labor on the Licensed Area. Licensee further shall protect and indemnify OCWD and the Licensed Area from and hold them, and each of them, harmless against any and all such claims, obligations, liabilities, liens, encumbrances and charges.

2.6.6 Possessory Interest Taxation: A possessory interest subject to property taxation may be created by this License. It is understood and agreed that if such a possessory interest is created, Licensee shall be responsible for the payment of all property taxes levied on such interest, and that OCWD shall have no responsibility therefor.

2.6.7 OCWD’s Reservations

2.6.7.1 OCWD hereby reserves the right to grant easements and rights-of-way for pole or tower lines for transmission of electricity, and easements, leases and rights-of-way for telephone, telegraph, telecommunication facilities, gas, water, water well(s), sewer and oil lines, for roads and highways, and for other similar uses over and across the Premises at any location or locations within the Premises. In the event Licensee determines that the granting or exercise of any such easement, lease, or right-of-way significantly interferes with Licensee's possession or use of the Premises, Licensee's only remedy shall be to terminate this License upon thirty (30) days written notice to OCWD. Licensee shall not interfere with any easements or rights-of-way pertaining to or affecting the Premises.

2.6.7.2 OCWD hereby reserves the right to sell, transfer or otherwise dispose of any portion of the Licensed Area at any time. In the event of such sale, transfer or disposition, obligations of OCWD under this License and notwithstanding any other

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provision of this License, this License shall, upon the close of escrow or the conveyance of title, terminate as to the portions of the Premises sold, transferred or disposed of, and Licensee shall release the same from the terms of this License and from any encumbrance which results from this License.

2.6.7.3 OCWD reserves the right unto itself to perform any and all work involved in protecting, replenishing and/or conserving the basin groundwater supply and any other work necessary to the functions or purposes of OCWD, as set forth in the Orange County Water District Act, Chapter 924 of the California Statutes of 1933, as amended, upon any portion or all of the Licensed Area at any time. Such work may be performed without incurring any liability of any nature whatsoever to Licensee, and Licensee hereby releases OCWD from, and covenants not to sue OCWD for, any such liability. OCWD further reserves unto itself the rights of ingress and egress over all or any portion of the Licensed Area.

2.6.8 Waiver of Claims: As a material part of the consideration to OCWD under the License, Licensee hereby waives any and all claims that it may have against OCWD during the term of this License, or any extension or renewal thereof, for any damage to goods, wares and merchandise upon or about the Premises, and for any injury to Licensee, its employees, agents, invitees, or to third parties in or about the Premises, from any cause arising at any time.

2.6.9 Surrender of Possession: Unless extended as provided in Section 1.2 of the License, at the expiration or termination of this License, Licensee shall promptly quit and surrender the Licensed Area in a good state of repair.

2.6.10 Disposition of Abandoned Property: If Licensee abandons or quits the Licensed Area or is dispossessed thereof by process of law or otherwise, title to any personal property left on the Licensed Area for fifteen (15) or more days after such event shall at OCWD's opinion, be deemed to have been abandoned and transferred to OCWD. OCWD shall have the right to remove and dispose of any and all such property without liability therefor to Licensee or to any person or entity claiming under Licensee, and OCWD shall have no duty to account for such property. Licensee agrees to reimburse OCWD for any and all costs associated with OCWD transferring or disposing of Licensee’s personal property pursuant to this Section.

2.6.11 Premises “As-Is”: Licensee acknowledges that the Licensed Area are being provided to Licensee on an “as-is” basis, and Licensee takes and occupies the Licensed Area without reliance upon any representation by OCWD, or any of its officers, employees, agents or representatives, or any other person, concerning the Licensed Area, their fitness for Licensee's intended use or any other particular purpose of use, their income-producing history, potential or capabilities, their value, or any other promise, representation or inducement not expressly set forth in this License.

2.6.12 No Representation or Warranty Concerning Premises: Licensee acknowledges that neither OCWD, nor any of its officers, employees, agents or representatives, has made any written or oral representation, promise, or warranty, expressed or implied, concerning the Licensed Area, their fitness for Licensee's intended use or any other purpose or use, their income producing history, potential or capabilities, their value, or any other matter not expressly set forth in this License.

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2.6.13 Disputes: In the event that any action is commenced by a party to this License against the other to enforce its rights or obligations arising from this License or seeking to interpret this License, the prevailing party in such action, in addition to any other relief and recovery ordered by the court, shall be entitled to recover all statutory costs, plus reasonable attorneys’ fees. Should OCWD be named in any suit brought by any third party against Licensee in connection with or in any way arising out of Licensee's occupancy or use of the Premises under this License, Licensee shall pay to OCWD its costs and expenses incurred in such suit, including reasonable attorneys’ fees.

2.6.14 Security Measures: Licensee acknowledges that the Licensed Area are licensed to and accepted by Licensee in an “as-is” condition, and that the License Payments and other sums payable from Licensee to OCWD hereunder do not include the cost of security guard or any other security services or measures. Licensee further acknowledges that OCWD makes no representation or warranty, express or implied, regarding the security of the Licensed Area or the need for or propriety of any security measures at the Licensed Area; and Licensee further acknowledges that OCWD shall have no obligation whatsoever to provide guard service or any other security measures. Licensee expressly assumes all responsibility for the protection and security of Licensee’s property in the Licensed Area.

2.6.15 No Obligation to Third Parties: Execution and issuance of this License shall not be deemed to confer any rights upon, directly, indirectly or by way of subrogation, nor obligate either of the parties hereto to, any person or entity other than OCWD and Licensee.

2.6.16 Waiver: Any waiver by any party of a breach of any provision of this License shall not be deemed a continuing waiver or a waiver of any subsequent breach whether of the same or of another provision hereof.

2.6.17 OCWD's Liability on Termination: Licensee hereby waives all damages or claims for damage that may be caused by any action of OCWD in terminating this License (either with or without cause), or taking possession of the Premises as provided in this License or at law, and Licensee waives all claims for damages to or loss of such property of Licensee as may be in or upon the Premises upon the termination of this License.

2.7 Maintenance and Repair of Premises

2.7.1 Licensee’s Obligation to Maintain Premises: Licensee shall at all times during the term of this License, and any extension or renewal thereof, at its sole cost and expense, remove all trash and debris from the Premises. Licensee shall also keep and maintain in good condition and in substantial repair (all to the satisfaction of OCWD in its sole discretion), the Premises and all appurtenances and every part thereof, including improvements of any kind erected, installed or made on or within the Premises. Licensee shall at all times in the maintenance and use of the Premises and the buildings, structures, facilities, improvements the Licensed Areas and equipment thereon, comply with all laws, ordinances and regulations pertaining thereto, and all conditions and restrictions set forth herein. Licensee expressly agrees to maintain the Premises in a safe, clean, wholesome, and sanitary condition and free of trash and debris, to the complete satisfaction of OCWD and in compliance with all applicable laws.

2.7.2 Licensee’s Default of its Maintenance Duties: In the event that Licensee fails, neglects or refuses to satisfy the obligations in Section 2.7.1 to the extent applicable, OCWD shall notify Licensee in writing of such failure or refusal. Should Licensee fail or refuse to correct such

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default within ten (10) days of receipt of such written notice from OCWD, OCWD may, but shall not be required to, itself or by contract, undertake the necessary maintenance, repair or replacements; and the cost thereof, including but not limited to the cost of labor, materials and equipment and procurement of insurance, plus an administrative fee in the amount of fifteen percent (15%) of the sum of such costs, shall be paid by Licensee to OCWD within ten (10) days of Licensee's receipt of a statement of such costs from OCWD. Any such maintenance, repair or replacement by or on behalf of OCWD shall not be deemed to be a waiver of Licensee's default under this License, and shall not in any way impair, prevent or restrict OCWD from exercising any of its rights or remedies set forth in this License or otherwise provided at law.

2.8 Miscellaneous

2.8.1 Notices: Any notice, payment or instrument required or permitted to be given or delivered by this License may be given or delivered by personal delivery or by depositing the same in any United States mail depository, first class postage prepaid, and addressed as follows:

If to OCWD:

If by mail: ORANGE COUNTY WATER DISTRICT P.O. Box 8300 Fountain Valley, CA 92728-8300 Attn: Property Management Email: [email protected]

If by personal delivery: ORANGE COUNTY WATER DISTRICT 18700 Ward Street Fountain Valley, CA 92708 Attn: Property Management

If to Licensee: To such name and address set forth for Licensee in Part I of this License,

or such other person or address as either party may direct in writing to the other; provided, however, that such new or different person or address shall not become effective until acknowledged in writing by the party to whom directed. Except where service is by personal delivery or by registered or certified mail, return receipt requested, service of any instrument or writing shall be deemed completed forty-eight (48) hours after deposit in a United States mail depository.

2.8.2 Warranty of Authority: Each officer of OCWD and Licensee affixing his or her signature to this License warrants and represents by such signature that he or she has the full legal authority to bind his or her respective party to all of the terms, conditions and provisions of this License, that his or her respective party has the full legal right, power, capacity and authority to enter into this License and perform all of its provisions and obligations, and that no other approvals or consents are necessary in connection therewith.

2.8.3 Headings: The titles and headings of Sections and Paragraphs of this License, as herein set forth, have been inserted for the sake of convenience only, and are not to be taken, deemed or construed to be any part of the terms, covenants or conditions of this License, or to control, limit or modify any of the terms, covenants or conditions hereof.

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2.8.4 Time of Essence: Time is of the essence of this License. Failure to comply with any requirement, including but not limited to any time requirement, of this License shall constitute a material breach of this License.

2.8.5 Construction and Amendment: This License shall be construed, interpreted, governed and enforced in all respects according to the laws of the State of California and as if drafted by both OCWD and Licensee. No amendment, change or modification of this document shall be valid unless in writing, stating that it amends, changes or modifies this License, and signed by all of the parties hereto.

2.8.6 Successors: Subject to the provisions of Paragraph 2.6.3 above, this License, and all of the terms, conditions and provisions herein, shall inure to the benefit of, and be binding upon, OCWD, Licensee, and their respective successors and assigns.

2.8.7 Re-Entry: No entry or re-entry into the Premises by OCWD shall be construed as an election to terminate this License, unless prior thereto or concurrently therewith written notice of intent to terminate is given by OCWD to Licensee. OCWD's entry into possession of the Premises without having elected to terminate shall not prevent OCWD from making such an election and giving Licensee notice thereof.

2.8.8 Partial Invalidity: If any term, covenant, condition or provision of this License is held by a court of competent jurisdiction to be invalid, void, illegal, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way affect, impair, or invalidate any other term, covenant, condition or provision contained in this License.

2.8.9 Further Assurances: Each of the parties hereto shall execute and deliver any and all additional papers, documents and other assurances and shall do any and all acts and things reasonably necessary in connection with the performance of their obligations hereunder and to carry out the intent of the parties hereto.

2.8.10 Precedence: In the event of any conflict between Parts of this License, Part I shall prevail over Parts II, III and IV, and Part III shall prevail over Part II.

[END GENERAL LICENSE PROVISIONS]

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PART III

SPECIAL LICENSE PROVISIONS

3.1 Additional Conditions of Use: The following are added to Paragraph 2.3.1, as additional

conditions to the use of the Premises:

2.3.1.5 Licensee shall coordinate all activity on the Licensed Area, including tree trimming and activities under section 2.9.1.5, with OCWD’s General Manager or his designee (herein the “Manager”), who is located at the OCWD’s Fountain Valley Office, (714) 378-3200. Licensee shall contact the Manager at least 10 days before commencing any work on the Licensed Area or parking lot and provide the start date of any work contemplated under this License and shall not commence work until the work has been approved by the Manager.

2.3.1.6 Licensee shall keep an accessible route for Licensor to access the electrical vaults in Area 1 and the piping and meter in Area 3, as depicted in Part IV, during all construction activities.

3.2 Insurance: The following provisions in Paragraph 2.4.1.1 (Workers’ Compensation and Employer’s Liability Insurance) of this License are amended to read as follows: 2.4.1.1 Workers’ Compensation and Employer’s Liability Insurance: Licensee shall cover or insure under the applicable laws relating to workers’ compensation insurance all of its employees working on or about the Licensed Area, in accordance with the “Workers’ Compensation and Insurance Act,” Division IV of the Labor Code of the State of California and any Acts amendatory thereof. Licensee shall provide worker’s compensation insurance as required by the State of California with Statutory Limits and employer’s liability insurance with limits not less than One Million Dollars ($1,000,000) each occurrence. Such policy of workers compensation insurance shall contain the following separate endorsements:

3.3 Liquor Liability Insurance: The following Section is deleted in its entirety from the License: 2.4.1.4 (Liquor Liability Insurance) 3.4 Insurance: The following provision is added to Paragraph 2.4 (Insurance) of this License:

2.4.7 Insurance: Licensee shall not permit any contractor or subcontractor to commence work on any portion of the Licensed Area until Licensee has obtained, or has caused its contractors or subcontractors to obtain insurance in the amounts as stated in Paragraph 2.4 above which shall include as additional insured OCWD, its officers, directors, employees, agents, invitees and representatives (collectively, "OCWD Parties"), but only while acting in their capacity as such and only with respect to the operations of the original named insured, its contractors, subcontractors, agents, officers and employees in the performance those uses as stated in Paragraph 1.1.2 (Use of Licensed Area) above. Licensee shall furnish OCWD with certificates of insurance and endorsements showing insurance coverage as described in Paragraph 2.4 above.

3.5 OCWD Reservations: The following provisions in Paragraph 2.6.7 (OCWD Reservations) of

this License are amended to read as follows:

2.6.7.1 OCWD hereby reserves the right to grant easements and rights-of-way for pole or tower lines for transmission of electricity, and easements, leases and rights-of-way for telephone,

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telegraph, telecommunication facilities, gas, water, water well(s), sewer and oil lines, for roads and highways, and for other similar uses over and across the Premises at any location or locations within the Premises. Notwithstanding the previous sentence, OCWD may not unreasonably interfere with Licensee’s possession or use of the Licensed Area for the License Activities. Licensee shall not interfere with any easements or rights-of-way pertaining to or affecting the Premises.

2.6.7.2 OCWD hereby reserves the right to sell, transfer or otherwise dispose of any portion of the Licensed Area at any time. In the event of such sale, transfer or disposition, the rights and obligations of OCWD under this License, including OCWD’s rights to transfer this License, shall be transferred to OCWD’s successor in interest and such transfer shall be a condition of any such sale, transfer, or disposal of the Licensed Area.

2.6.7.3 OCWD reserves the right unto itself to perform any and all work involved in protecting, replenishing and/or conserving the basin groundwater supply and any other work necessary to the functions or purposes of OCWD, as set forth in the Orange County Water District Act, Chapter 924 of the California Statutes of 1933, as amended, upon any portion or all of the Licensed Area at any time. OCWD further reserves unto itself the rights of ingress and egress over all or any portion of the Licensed Area.

3.6 Waiver of Claims: The following Section is deleted in its entirety from the License: Section 2.6.8 (Waiver of Claims)

3.7 Disputes: The following provisions in Paragraph 2.6.13 (Disputes) of this License are amended to read as follows:

2.6.13 Disputes: In the event that any action is commenced by a party to this License against the other to enforce its rights or obligations arising from this License or seeking to interpret this License, the prevailing party in such action, in addition to any other relief and recovery ordered by the court, shall be entitled to recover all statutory costs, plus reasonable attorneys’ fees.

3.8 Licensee’s Obligation to Maintain Premises: The following provisions in Paragraph 2.7.1 (Licensee’s Obligation to Maintain Premises) of this License are amended to read as follows:

2.7.1 Licensee’s Obligation to Maintain Premises: Licensee shall at all times during the term of this License, and any extension or renewal thereof, at its sole cost and expense, keep and maintain in good condition and in substantial repair the Licensed Area, unless otherwise maintained by OCWD pursuant to separate agreement between the OCWD and Licensee. Licensee shall at all times in the maintenance and use of any the Licensed Areas comply with all laws, ordinances and regulations pertaining thereto, and all conditions and restrictions set forth herein.

3.9 Re-Entry: The following Section is deleted in its entirety from the License: Section 2.8.7 (Re-Entry)

4.0 Section 2.9, including Paragraphs 2.9.1 through 2.9.5, is added to this License as follows: 2.9 Improvements:

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2.9.1 Prior Consent for Improvements: Other than the use of the Licensed Area, authorized in Section 1.1.2, Licensee shall not make any alteration of or improvement to the Licensed Area without the prior written approval of the Manager.

2.9.1.1 Other than the use of the Licensed Area, authorized in Section 1.1.2, if Licensee desires to make any alteration, improvement, addition or other utility installation in or about the Licensed Area, Licensee shall present such request in writing to OCWD, together with detailed plans of the proposed alteration or improvement; and Licensee shall not commence such alteration or improvement unless and until the Manager has granted approval thereto in writing. 2.9.1.2 In the event that the Manager grants written approval to any requested alteration of or improvement to the Licensed Area, such approval shall be deemed conditioned upon Licensee acquiring all governmental licenses, approvals and permits required therefor, and such alteration or improvement shall be constructed in strict conformance with the plans approved therefor by the Manager. Once approved by the Manager, no changes or alterations shall be made to the plans without the prior written approval by the Manager. 2.9.1.3 In the event that the Manager grants written approval to any requested alteration of or improvement to the Licensed Area, Licensee shall construct such alteration or improvement at Licensee's sole cost and expense.

2.9.1.4 Should any damage or injury to OCWD's property or facilities (“Facilities”) occur, either through the acts of agents, servants or employees of Licensee or by any independent contractor of Licensee in the exercise of the rights granted in this License, Licensee agrees to immediately, upon the written demand of OCWD, restore such Facilities, at Licensee’s sole cost and expense, to the condition of same on the date of the damage or injury.

2.9.1.5 Licensee shall at the completion of any improvements, restore the surface of the Licensed Area to the state that existed prior to the commencement of work, which shall include slurry coat and restriping the parking lot as shown in Part IV.

2.9.1.6 Licensee shall be temporarily be allowed to use nine (9) parking stalls, as depicted in Part IV, for Licensee’s contractors to park vehicles, while performing exterior construction activities on the Premises. Licensee shall be allowed to use the parking stalls and perform exterior construction activities during normal business hours and in a manner which does not unreasonably or materially interfere with Licensor's activities at the Property.

2.9.1.7 Underground Utilities: Licensee must contact Dig Alert and comply with the applicable processes, policies and/or procedures of Dig Alert, prior to any underground installation. Any trenching for underground utility runs must be hand dug.

2.9.2 "As-Built" Plans and Construction Costs: OCWD shall have the right to require Licensee to prepare and furnish to OCWD, at Licensee's sole cost and expense, and within sixty (60) days following completion of such alteration or improvement, a complete set of reproducible "As-Built" plans for such alteration or improvement.

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2.9.3 Compliance with Building Codes: Licensee shall comply with all Building Codes in effect at the time of construction or installation of an improvement of any kind on the Licensed Area. The applicable Building Codes shall be those codes as adopted by the local permitting jurisdiction (i.e., city or county) in which the Licensed Area is located. In the event that Licensee fails to conform to the Building Codes, OCWD may require immediate compliance. If Licensee fails to comply, OCWD, at its option, may make such changes to bring the improvement into compliance with the Building Codes and charge Licensee the cost of such changes plus ten percent (10%) to cover administrative costs. Licensee shall have ten (10) days from receipt of the invoice to reimburse OCWD for the cost of making such changes.

2.9.4 Modification of Alterations or Improvements: In the event that Licensee desires to modify or add to any alteration of or improvement to the Licensed Area, Licensee shall not commence any such modification or alteration without the prior written consent of the Manager, which shall not unreasonably withheld.

2.9.5 Mechanics Liens or Stop-Notices: Licensee shall at all times indemnify and save OCWD harmless from all claims, losses, demands, damages, costs, expenses, or liability costs for labor or materials in connection with construction, repair, alteration, or installation of structures, improvements, equipment, pipelines, or facilities within the Licensed Area, and from the cost of defending against such claims, including attorney fees and costs.

In the event a lien or stop-notice is imposed upon the Licensed Area as a result of such construction, repair, alteration, or installation, Licensee shall either:

(a) Record a valid Release of Lien, or

(b) Procure and record a bond in accordance with Section 8424 of the Civil Code, which frees the Licensed Area from the claim of the lien or stop-notice and from any action brought to foreclose the lien.

[End Special Provisions]

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PART IV MAP OF LICENSE AREA


Meeting Date: July 24, 2020 Budgeted: N/A Budgeted Amount: N/A To: Property Management Committee Board of Directors

Estimated Revenue: N/A Funding Source: N/A

Program/ Line Item No. N/A From: Mike Markus General Counsel Approval: Yes Engineers/Feasibility Report: N/A Staff Contact: B. Dosier/D. Park CEQA Compliance: N/A

Subject: RENT REDUCTION REQUEST FROM ELAINE RAAHAUGE D.B.A. MIKE RAAHAUGE’S SHOOTING ENTERPRISES FOR THE 2020/2021 DUCK HUNTING SEASON

SUMMARY The District has a duck hunting lease with Elaine Raahauge d.b.a. Mike Raahauge’s Shooting Enterprises (MRSE) on 450 acres of land in the constructed wetlands behind Prado Dam which was recently renewed, with a new expiration date of June 30, 2021. The 2020/21 duck hunting season runs from October 24, 2020 to January 31, 2021. Due to the Covid-19 pandemic, MRSE anticipates less memberships for the upcoming season and has requested a 20% reduction in rent for the 2020/21 duck hunting season. Attachment(s): Amendment Nineteen to Lease with MRSE Letter from MRSE dated May 13, 2020

RECOMMENDATION Agendize for August 5 Board meeting: Approve and authorize execution of Amendment Nineteen to Lease with MRSE to reduce Annual Rent for the 2020/21 duck hunting season by 20% to $59,814. BACKGROUND/ANALYSIS On November 2, 2005, the District entered into a short-term Lease with MRSE, to conduct a duck hunting concession on 450 acres of constructed wetlands. This Lease agreement includes a provision adjusting the monthly rent to $200 in the event that duck hunting cannot take place in any particular month. In subsequent years, the Board has authorized one-year lease extensions with annual 5% rent adjustments, and also approved the lease assignment to Elaine Raahauge after the passing of owner and husband, Mike Raahauge. Recently, at its June 3 meeting, the Board approved and authorized execution of Amendment Eighteen to Lease with MRSE to extend the lease for the 2020/21 duck hunting season, with a new expiration date of June 30, 2021 and a 5% increase from $74,768 to $78,506.40. In accordance with the Lease, MRSE is required to pay 50% of the annual rent prior to October 15th of each year, and the remaining 50% of the annual

rent prior to December 15th of each year. The 2020/21 duck hunting season runs from October 24, 2020 to January 31, 2021. On May 13, 2020, MRSE informed staff that due to the Covid-19 pandemic, MRSE anticipates a loss of memberships and customers for the 2020/21 duck hunting season and has requested a rent reduction of 20% from $74,768 to $59,814.20. Based on a recent survey conducted by MRSE, the business may potentially lose approximately 25% of the existing membership base for the upcoming season. However, the proposed rent reduction will allow MRSE to lower the membership rates, thereby encouraging existing members to return and new members to join. All other terms and conditions of the Lease shall remain in place and the annual rent for any and all succeeding duck hunting seasons shall be as stated in the Lease, without regard to the rent reduction. Staff recommends approving execution of Amendment Nineteen to Lease with MRSE to reduce the Annual Rent for the 2020/21 duck hunting season by 20% to $59,814.20. PRIOR RELEVANT BOARD ACTION(S) 6/3/2020, R20-6-67, Approve Amendment Eighteen to Lease with Mike Raahauge Shooting Enterprises to extend lease for a duck hunting concession on District Property at Prado Basin for the 2020/21 duck hunting season with a new expiration date of June 30, 2021 7/17/19, R19-7-98, Approve Amendment Seventeen to Lease with Mike Raahauge Shooting Enterprises to extend lease for a duck hunting concession on District Property at Prado Basin for the 2019/20 duck hunting season with a new expiration date of June 30, 2020 7/18/18, R18-7-75, Approve Amendment Sixteen to Lease with Mike Raahauge Shooting Enterprises to extend lease for a duck hunting concession on District Property at Prado Basin for the 2018/19 duck hunting season with a new expiration date of June 30, 2019 6/7/17, R17-6-84, Approve Amendment Fifteen to Lease with Mike Raahauge Shooting Enterprises to extend lease for a duck hunting concession on District Property at Prado Basin for the 2017/18 duck hunting season with a new expiration date of June 30, 2018. 6/15/16, R16-6-71, Approve Amendment Fourteen to Lease with Mike Raahauge Shooting Enterprises to extend lease for a duck hunting concession on District Property at Prado Basin for the 2016/17 duck hunting season with a new expiration date of June 30, 2017. 7/1/15, R15-7-91, Approve Amendment Thirteen to Lease with Mike Raahauge Shooting Enterprises to extend lease for a duck hunting concession on District Property at Prado Basin for the 2015/16 duck hunting season with a new expiration date of June 30, 2016.

6/4/14, R14-6-78, Approve Amendment Twelve to Lease with Mike Raahauge Shooting Enterprises to extend lease for a duck hunting concession on District Property at Prado Basin for the 2014/15 duck hunting season with a new expiration date of June 30, 2015. 10/2/13, R13-10-127, Consent to Assignment of Lease to Elaine Raahauge d.b.a. Mike Raahauge’s Shooting Enterprises and Approve Revised Amendment Eleven to Lease with Elaine Raahauge d.b.a. Mike Raahauge’s Shooting Enterprises to extend lease for a duck hunting concession on District Property at Prado Basin for the 2013/14 duck hunting season with a new expiration date of June 30, 2014. 7/10/13, R13-7-83, Approve Amendment Eleven to Lease with Mike Raahauge Shooting Enterprises to extend lease for a duck hunting concession on District Property at Prado Basin for the 2012/13 duck hunting season with a new expiration date of June 30, 2014. 6/6/12, R12-6-61, Approve Amendment Ten to Lease with Mike Raahauge Shooting Enterprises to extend lease for a duck hunting concession on District Property at Prado Basin for the 2011/12 duck hunting season with a new expiration date of June 30, 2013. 6/1/11, R11-6-82 , Approve Amendment Nine to Lease with Mike Raahauge Shooting Enterprises to extend lease for a duck hunting concession on District Property at Prado Basin for the 2011/12 duck hunting season with a new expiration date of June 30, 2012. 6/2/10, R10-6-86, Approve Amendment Eight to Lease with Mike Raahauge Shooting Enterprises to extend lease for a duck hunting concession on District Property at Prado Basin for the 2010/11 duck hunting season with a new expiration date of June 30, 2011. 6/3/09, R09-6-100, Approve Amendment Seven to Lease with Mike Raahauge Shooting Enterprises to extend lease for a duck hunting concession on District Property at Prado Basin for the 2009/10 duck hunting season with a new expiration date of June 30, 2010. 9/3/08, R08-9-119, Approve and authorize execution of Amendment Six to Lease with Mike Raahauge Shooting Enterprises to add the use of dog training in Pond 1 as an approved use on a year-round basis 6/4/08, R08-6-83, Approve Amendment Five to Lease with Mike Raahauge Shooting Enterprises to extend lease for a duck hunting concession on District Property at Prado Basin for the 2008/09 duck hunting season with a new expiration date of June 30, 2009. 12/5/07, R07-12-169, Authorizing Amendment Four to Lease to restore the Premises to its full extent for the 2007/08 duck hunting season as defined in the Lease. 5/2/07, R07-05- 67, Approve and authorize Amendment Three to Lease to reduce the Annual Rent to 10% of Gross Receipts due to the unavailability of most of the duck ponds with the Annual Rent modification to terminate on June 30, 2008; the Expiration Date of the Lease was extended to June 30, 2008; and the Premises was modified accordingly for the 2007/08 duck hunting season; 10/18/06, R06-10-130, Approve and authorize Amendment Two to Lease to reduce the Annual Rent to 10% of Gross Receipts with the Annual Rent modification to terminate on June 30, 2007; reserved the right for the District to verify accounting records of Gross Receipts; revised the description of the Premises for the 2006/07 duck hunting season;

6/7/06, R06-06-70, Authorizing Amendment One to Lease to extend Lease for one year to a new Expiration Date of June 30, 2007; 11/2/05, R05-11-126, Approve and authorize execution of Lease with Mike Raahauge d.b.a. Mike Raahauge Shooting Enterprises for duck hunting on an annual basis at a rent of $37,763 with an annual 5% rent adjustment with an expiration date of June 30 of each year and renewed by mutual consent; 5/19/04, R04-5-60, Amendment Two to Lease, increases the annual rent adjustment from 2% to 3%, to a new expiration date of February 28, 2005 at a rent of $36,663; 5/21/03, R03-5-70, Reauthorizing Lease with Mike Raahauge Shooting Enterprises for Duck Hunting on District Property at Prado Basin, with a new expiration date of June 30, 2004 at a rent of $35,595; 3/20/02, R02-3-50, Reauthorizing Lease with Mike Raahauge Shooting Enterprises for Duck Hunting on District Property at Prado Basin with Term of August 19, 2002 to August 18, 2003 at a rent of $34,095; 6/6/01, Motion 01-106, Reauthorizing Lease with Mike Raahauge Shooting Enterprises for Duck Hunting on District Property at Prado Basin for a Term of August 19, 2001 to August 18, 2002, at a rent of $33,427; 5/17/00, R2000-5-66, Reauthorizing Lease with Mike Raahauge Shooting Enterprises for Duck Hunting on District Property at Prado Basin; 7/21/99, R99-7-85, Reauthorize Lease for One-Year Period Commencing August 19, 1999 with Mike Raahauge Shooting Enterprises for Duck Hunting Concession on District Property at Prado Basin; 8/19/98, R98-8-125, Approving and Authorizing Execution of Five Year Lease to Mike Raahauge Shooting Enterprises for Prado Basin Duck Hunting Concession;

Location Map

AMENDMENT NINETEEN TO LEASE (Duck Hunting)

THIS AMENDMENT is made and entered into this 5th day of August 2020 by and between the ORANGE COUNTY WATER DISTRICT, a political subdivision of the State of California organized under Chapter 924 of the Statues of 1933, as amended (hereinafter, the “Lessor”) and ELAINE RAAHAUGE, D.B.A. MIKE RAAHAUGE’S SHOOTING ENTERPRISES (hereinafter, the “Lessee”):

RECITALS WHEREAS, on November 2, 2005, Lessor and Lessee entered into a written Lease (“Lease”) to conduct a duck hunting concession on certain lands owned by Lessor at Prado Basin in Riverside County, California, on an annual basis at a rent of $37,763 with an annual 5% rent adjustment with an expiration date of June 30, 2006, provided that it may be renewed annually by mutual written consent of Lessor and Lessee. The Lease provides that in the event that duck hunting cannot occur in a calendar month, the rent is adjusted to $200 for each month in which duck hunting did not occur; WHEREAS, on June 7, 2006 Lessor extended the term of the Lease to June 30, 2007 for the 2006/07 duck hunting season; WHEREAS, on October 18, 2006, Lessor reduced the Annual Rent to 10% of Gross Receipts with the Annual Rent modification (“Annual Rent Reduction”) to terminate on June 30, 2007, reserved the right for the District to verify accounting records of Gross Receipts, and revised the description of the Premises (“Premises Revision”) for the 2006/07 duck hunting season; WHEREAS, on May 2, 2007, Lessor extended the Annual Rent Reduction, and the Expiration Date of the Lease to June 30, 2008, and extended the Premises Revision for the 2007/08 duck hunting season; WHEREAS, on December 5, 2007 Lessor restored the full Premises as defined in the Lease; WHEREAS, on June 4, 2008, Lessor granted Lessee an extension of Lease for one year to a new Expiration Date of June 30, 2009; WHEREAS, on September 3, 2008, Lessor granted Lessee an additional use of Premises of dog training in Pond 1 on a year-round basis; WHEREAS Lessor and Lessee have subsequently amended said Lease for one-year extensions annually;

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WHEREAS, on October 2, 2013, the Board Consented to Assignment of Lease and Revised Amendment Eleven to Lease Agreement for Duck Hunting to change Lessee name to Elaine Raahauge d.b.a. Mike Raahauge’s Shooting Enterprises; to extend the lease for a duck hunting concession on District property at Prado Basin for the 2013/14 duck hunting season with a new expiration date of June 30, 2014; and revise Exhibit “A” to the Lease to remove Ponds E4 and E7 from the Premises; WHEREAS, on June 4, 2014, Lessor granted Lessee an extension of Lease for one year to a new Expiration Date of June 30, 2015; WHEREAS, on July 1, 2015, Lessor granted Lessee an extension of Lease for one year to a new Expiration Date of June 30, 2016; and WHEREAS, on June 15, 2016, Lessor granted Lessee an extension of Lease for one year to a new Expiration Date of June 30, 2017, and amended Paragraph 4.2, (Conditions of Use) of the Lease, that allow Lessor’s staff to review Lessee’s placement and orientation of the duck hunting blinds within the Premises; and WHEREAS, on June 7, 2017, Lessor granted Lessee an extension of Lease for one year to a new Expiration Date of June 30, 2018; and WHEREAS, on July 18, 2018, Lessor granted Lessee an extension of Lease for one year to a new Expiration Date of June 30, 2019; and WHEREAS, on July 17, 2019, Lessor granted Lessee an extension of Lease for one year to a new Expiration Date of June 30, 2020; and WHEREAS, on June 3, 2020, Lessor granted Lessee an extension of Lease for one year to a new Expiration Date of June 30, 2021; and WHEREAS, Lessee has requested that its rent be reduced by 20% to $59,814.20 due to the Covid-19 pandemic for the 2020/21 duck hunting season. NOW, THEREFORE, in consideration of the matters set forth in the foregoing recitals and the terms, covenants and conditions hereinafter contained, the parties do hereby agree as follows: 1. The Annual Rent as stated in Lease Paragraph 2.1 (Annual Rent) of the Lease

shall be reduced by 20% to $59,814.20 for the 2020/21 duck hunting season. This modification of the Anual Rent shall terminate on June 30, 2021, and the Annual Rent for any and all succeeding duck hunting seasons shall be as stated in the Lease without regard to this Amendment.

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2. Each and every other term, covenant and condition of the Lease, as amended,

not herein expressly modified is hereby ratified and confirmed and shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed the Amendment to Lease as of the day and year first hereinabove written.

“LESSOR”

ORANGE COUNTY WATER DISTRICT APPROVED AS TO FORM: a political subdivision of the State of California RUTAN & TUCKER, LLP organized under Chapter 924 of the Statutes of 1933, as amended By: __________________________ By: _________________________________

General Counsel for Vicente Sarmiento, President Orange County Water District

By:__________________________________

Michael R. Markus P.E., General Manager

“LESSEE”

ELAINE RAAHAUGE d.b.a. MIKE RAAHAUGE’S SHOOTING ENTERPRISES

By: _______________________________ Elaine Raahauge, Owner AMEND19 RAAHAUGE DUCKS (8-3-20)


Meeting Date: July 24, 2020 Budgeted: N/A Budgeted Amount: N/A To: Property Management Committee Board of Directors

Estimated Revenue: N/A Funding Source: N/A

Program/ Line Item No. N/A From: Mike Markus General Counsel Approval: N/A Engineers/Feasibility Report: N/A Staff Contact: B. Dosier/D. Park CEQA Compliance: N/A

Subject: CORONA RECREATION, INC. REQUEST FOR TREE TRIMMING AT WARNER BASIN

SUMMARY The District has a Lease with Corona Recreation, Inc., located at the Warner basin complex, for operating a fishing concession, including food services facilities, boat and motor rentals, sale of bait and tackle and overnight camping for fishing, with an expiration date of September 30, 2021 and a five-year option to renew. Recently, Corona Recreation notified staff that the large Eucalyptus and Ficus trees, located within the Leased Premises, pose a risk to their customers from large overhanging branches. Staff is working with Corona Recreation to reach a solution and is looking to the Committee for further direction. Attachment(s): Letter from Mr. Douglas Elliott dated July 20, 2020 RECOMMENDATION Direct staff as appropriate. BACKGROUND/ANALYSIS On September 20, 2006, the District entered into a Lease with Corona Recreation, for operating a fishing concession, including food services facilities, boat and motor rentals, sale of bait and tackle and overnight camping for fishing. The Lease expires on September 30, 2021 and includes a five-year option to renew. Corona Recreation leasehold is located at the Warner Basin complex, which is surrounded by a large quantity of Eucalyptus and Ficus trees. In the first quarter 2020, Staff met with Mr. Douglas Elliott, President of Corona Recreation, to walk the Leased Premises and inspect any trees that may pose a risk to customers from overhanging branches. At the time of the inspection, staff advised Mr. Elliott that trees cannot be trimmed during the bird nesting season, which runs from March 15, 2020 to September 15, 2020. Since the inspection, Mr. Elliott has notified staff that on two separate occasions tree branches broke off and caused property damage to customers. The first incident involved a branch falling on a tent, occupied by a young boy, and the second most recent incident involved a large overhanging branch falling on top of a customer’s vehicle. Both incidents

involved branches falling from large Eucalyptus trees located within the Leased Premises. Fortunately, no one was injured at the time of the incidents. Landscaping Maintenance Staff has advised Mr. Elliott, that per Paragraph 4.5 of the Lease (Fence Repair and Landscape Maintenance):

Lessor shall maintain the landscaping and irrigation system at Warner Basin north of the fence along La Palma Avenue and driveway entrance. Lessee shall maintain the landscaping and irrigation system within the Premises fenced area at Warner Basin, including the catch-out pond area.

However, per the letter dated July 20, 2020, Mr. Elliott’s “understanding of landscape maintenance is watering, mowing, weeding and cleanup of yard waste”. He does not believe it is his obligation to trim 9 Ficus trees and over 165 other trees on the property. Due to the scope of the tree trimming work and Corona Recreation’s current financial difficulties, Mr. Elliott has requested that the District trim the trees and continue ongoing maintenance. However, if fund appropriations are not budgeted for tree trimming, then Mr. Elliott requests to schedule the trimming and deduct the costs from his rent. A recent tree trimming quote was included with Mr. Elliott’s letter to the District. Staff has been working with Mr. Elliott to reach a solution and is looking to the Committee for further direction. PRIOR RELEVANT BOARD ACTION(S)

10/3/18, R18-10-133, Approve Amendment Seven to Lease with Corona Recreation revising Premises to exclude the additional land for parking spaces, removing the sublease for parking as a Use of Premises and eliminating the La Palma Parking Lot Rent; 10/4/17, R17-10-125, Approve Amendment Six to Lease with Corona Recreation consenting to Amendment One of Parking Agreement with D.G. Performance Specialties, Inc. reducing parking spaces from 14 to 7 spaces and reducing the parking premises from 14 to 7 spaces; 7/20/16, R16-7-95, Consent to Second Amendment to Parking Sublease with Manheim Auctions, Inc. at Anaheim Lake on Wednesdays only at a rental rate of $1,100 for each day of parking, with 50% of the rent to be paid to OCWD; 2/3/16, R16-2-12, Approving Amendment Five to Lease with Corona Recreation to exclude the sale of goods sold at Lessee’s cost to Lessee’s employees from Gross Receipts 5/20/15, R15-5-58 Approved Amendment Four to Lease with Corona Recreation for consent to Parking Sublease that amends the Lease Premises to include an additional area for the parking of 14 vehicles at Warner Basin by Sublessee D. G. Performance Specialties, Inc.

10/1/14, R14-10-130 Approve Amendment Three to Lease Agreement with Corona Recreation, Inc. for operations at Warner Basin and Anaheim Lake to revise monthly rent to $6,200 or 5%of Gross Receipts, whichever is greater. 9/3/14, R14-9-00, Direct staff to negotiate a revised lease with Corona Recreation, Inc. 6/4/14, R14-6-77, Approve Amendment Two to Lease to Corona Recreation Inc. for Parking Lot Sublease with Manheim Auctions Inc. at Anaheim Lake to increase days of parking from Wednesday only to Tuesday, Wednesday, and Thursday of each week. 4/17/13, R13-4-42, Approve Amendment to Lease with Corona Recreation providing for a reduction of the rent to 5% of the gross revenues for the fishing concession through September 2014. 9/5/12, R12-9-107, Approve Consent to Parking Lease with Corona Recreation and Manheim Auctions Incorporated for rental of parking lot at Anaheim Lake. 1/16/08, R08-1-20, Approve Amendment One to Lease and consent to Parking Sublease with Corona Recreation, Inc. for sublease of existing and additional parking areas at Anaheim Lake (Note: Lessee opted out of Amendment).

9/20/06, R06-09-123, Approve lease to operate a fishing concession at Warner Basin and Anaheim Lake; approving lease of house at Anaheim Lake; and consent to parking lot sublease with California Automobile Dealers Association at Anaheim Lake. 4/6/05, R05-4-38, Approve Amendment Eight to reduce rent to $2,500 per month for five consecutive month period when Lessee relocates fishing operation to Anaheim Lake due to District operations. 8/4/04, R04-8-101, Approve Amendment Seven to allow night fishing on Thursday, Friday, Saturday, and holidays that falls on Monday from 5:00 p.m. to 4:00 p.m. the flowing day. 5/19/04, R04-5-59, Approve and Authorize Amendment Six to Lease to Refurbish and Maintain the Concession Buildings at Lessee’s Cost and Expense. 2/4/04, R04-2-18, Approve Consent to Parking Lease with Corona Recreation and CADE for rental of parking lot at Anaheim Lake. 1/17/01, R01-1-12, Approve and Authorize execution of Amendment No. 5 consenting to rental by Lessee of existing Miraloma Avenue parking lot on an occasional basis and not to exceed a three-month period, at a rental rate of 50 percent of all rent received by Lessee. 4/19/01, R01-1-11, Authorizing Execution of Amendment Four to Lease with Corona Recreation, Inc. consenting to a sublease with Gourmet Catering Enterprises LLC at a rental rate of 20 percent of all rent received by Corona Recreation. 4/19/00, R2000-4-53, Approve and authorize Amendment Three to provide a rent credit of $22,153 and reinstatement of a prior rent credit of $10,000 for construction of a new restroom, electrical work, and improvements to the catch-out pond.

3/18/98, R98-3-51A, Approving and authorizing Execution of Amendment Two to Lease for Warner Basin Fishing Concession to Provide a $10,000 Rent Credit to Corona Recreation, Inc. for Construction of a Restroom.

1/21/98, R98-1-16, Approving and authorizing Execution of Assignment and Assumption of Lease Agreement and Consent to Assignment of Lease Agreement for Warner Basin Complex and Anaheim Lake Fishing Concession; 10/29/96, R96-11-181, Approved Amendment One to Outdoor Safaris Lease at Anaheim Lake/Warner Basin for Catch-Out Pond. 6/19/96, R96-6-107, Approved 10-Year Lease with Outdoor Safaris for fishing Concession at Warner Basin and Anaheim Lake.

LOCATION MAP

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AGENDA ITEM SUBMITTAL Meeting Date: July 24, 2020 Budgeted: N/A Budget Amount: N/A To: Property Management Committee/ Cost Estimate: N/A Board of Directors Funding Source: N/A Program/Line Item No.: N/A From: Mike Markus General Counsel Approval: N/A Engineers/Feasibility Report: N/A Staff Contact: B. Dosier/D. Park CEQA Compliance: N/A Subject: QUARTERLY REPORT ON LEASES AND PERMITS/LICENSES FOR THE PERIOD ENDING JUNE 30, 2020 SUMMARY Attached for Board review is the Quarterly Report on Leases and Permits/Licenses for the period of April 1, 2020 to June 30, 2020. Attachment(s): Summary Report of Leases & Permits/Licenses ending June 30, 2020 RECOMMENDATION Informational BACKGROUND/ANALYSIS The District has approximately 1,161 acres of land under 17 leases and 29 permits/licenses.

2nd QUARTER RENT COMPARISON 2nd Qtr.

2020 2nd Qtr.

2019 Increase/(Decrease)

2nd Qtr. 2020 vs. 2nd Qtr. 2019 Percentage

Increase/(Decrease) 2nd Qtr. 2020 vs. 2nd Qtr. 2019

$365,823 $355,270 $10,553 2.93%

YEAR TO DATE RENT COMPARISON Year to Date

2020 Year to Date

2019 Increase/(Decrease)

YTD 2020 compared to 2019 Percentage Increase/(Decrease)

YTD 2020 compared to 2019

$727,099 $728,359 ($1,260) (0.17%) Note: Rent waivers were in place for Corona Recreation (rent waivers for April, May), NSM Golf (April), and Mike Raahauge Shooting Enterprises (April), while these businesses were required to close by the State due to Covid-19. However, the 2nd Quarter Rent Comparison shows a slight rent increase year over year due to Mike Raahauge Shooting Enterprises paying July rent of $17,502 in advance and Sandwood Inc. paying February back rent owed of $11,276.

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UPCOMING RENEWALS AND ACTIONS RENEWALS

2020 3rd Quarter

Lease with Raahauge Shooting Enterprises, Pheasant Lease, expires on September 30, 2019

4th Quarter

None ACTIONS - Staff

All Lessees and Permittees/Licensees are in full compliance with the terms of their lease/permit/license and all are current with their rent with the following exceptions:

Sandwood Enterprises, Inc. is current on their rent, however, owes $1,385.54 in interest and late payment penalties.

PROPERTY LICENSE AGREEMENT ISSUED BY GENERAL MANAGER IN 2020 YEAR-TO-DATE

1. January 16, 2019 - T.E. Roberts, Inc.: Amendment five to the License for the ongoing use of District property (Huckleberry Basin) to store equipment on an annual basis. The License expired January 31, 2020, and the Board extended the expiration date to January 31, 2021, with a license fee of $500 per month.

2. March 16, 2020 - T.E. Roberts, Inc.: License Agreement for the use of a staging area for Licensee’s equipment and materials on District property (Santiago Basin). The expiration date is May 15, 2020, with a one-time license fee of $1,148.

3. May 15, 2020 – T.E. Roberts, Inc.: License Agreement for the use of a staging area for Licensee’s equipment and materials on District property (Santiago Basin). The expiration date was extended to June 30, 2020, with a one-time license fee of $1,148.

Anaheim, City of Well 58 Anaheim Lake Flat Fee $1.00 N/A N/A Current None 03-31-61 0.380 Production Water WellAnaheim, City of Burris Basin $1.00/Annual -$ 1.00$ Current None 01-31-31 14.000 Park

County of Orange, Integrated Waste Mgt. Smith Basin Reports N/A N/A Current None

Automatic Annual

Renewal 0.010Monitoring wells for Reeve's Pit (executed 12/12/1996)

Corona Rec. Inc., Doug Elliott Warner Basin 5% of Gross Receipts or $6,817.29/mo.

CPIOctober $ 6,817.29 42,363.29$ Current None 09-30-21 128.150 Fishing concession.

Corona Rec. Inc., Doug Elliott Anaheim Lake $668.24 for house CPIOctober -$ 2,004.72$ Current None 09-30-21 90.700

Alternate lake rental of house of office space.

North American Recycling & Crushing, LLC Huckleberry Pond $68,209.693%April1 210,767.94$ 417,443.30$ Current None 03-31-27 5.650 Concrete/Asphalt crushing.

NSM Golf, LLC Burris Pit $9,507.59CPIOctober 19,015.18$ 47,537.95$ Current None 09-30-22 15.000

Golf driving range - 5 year option.

Harvest Landscape Enterprises, Inc. South of Lincoln Ave. $1,836.00CPIApril 1 7,593.68$ 11,265.68$ Current None 03-31-22 3.600 Container nursery.

Montoya Enterprises Inc. - Nursery Santiago Basins $1,487.00 FixedApril 1 3,064.00$ 7,525.00$ Current None 03-31-24 2.600 Container nursery.

Newport Beach, City of Seawater Pipeline Flat Fee $1 -$ -$ Current None 10-01-21

Prado Basin Duck Club (1) Prado Basin - Lower Ponds 16,847.00 3%July 1 -$ -$ Current None 06-30-21 66.000

John Kelly Astor - Duck Hunting Concession

Raahauge Shooting Enterprises - Range (4) Prado $17,502.14CPIMay 2019 52,873.95$ 87,878.23$ Current None 04-30-47 135.000

Sporting clays/trap & skeet shooting. No rent increase until May 1, 2019

Raahauge Shooting Enterprises - Ducks (1) Prado Flat Fee $74,768 5% July 1 -$ -$ Current None 06-30-21 450.000 Duck hunting, Oct. to Jan.

Raahauge Shooting Enterprises - Pheasant Prado $250/mo. N/A 750.00$ 1,250.00$ Current None 09-30-20 110.000

Hunter safety classes, dog kennels, raising of game birds.

Sandwood Inc. (3) Batavia Street $11,176.00CPIApril 1 46,630.00$ 69,684.92$ Current None 03-31-22 2.600 Sandbagging/Firewood

Sunny Slope Tree Farm Co. Imperial Highway $4,222.87CPIAug 1 12,668.61$ 21,114.35$ Current None Mo. to Mo. 19.000 Container nursery.

Yorba Linda Water District (2) Warner Basin $4,694.43 / year 2019 3%December -$ 4,694.43$ Current None 12-31-62 0.4224

Production Water Well 21Original Rent: $3,817 - 8/22/2012 - w/ 3% annual increase

TOTAL FOR LEASES 360,180.65$ 712,762.87$ 1,043.112NOTES:

3. Sandwood, Inc. renewed lease.4. Raahauge rent not to be increased until May 1, 2019

Annual IncreaseExpiration

Date

2. YLWD rent due on Dec. 31 of each year.1. Prado Basin Duck Hunting & Raahauge Duck Hunting - (Rent due 50% by October 15 and 50% by December 15).

SUMMARY REPORTSTATUS OF LEASES

2nd QUARTER ENDED JUNE 30, 2020

UseAcresLeases LocationLease

Violations2nd Quarter

Rent Paid Year to DateStatus of

RentMonthly

Rent

Page 1

Anaheim Model Airplane Club & Scamps Foster-Huckleberry Pond Comm. Svc. N/A N/A Current None Mo. to Mo. 115.820 Model airplane flying area. Anaheim, City of Well Maintenance Anaheim Lake Comm. Svc. N/A N/A Current None Mo. to Mo. 0.230 Maintain wells and pipeline.Anaheim, City of Burris Basin N/A N/A N/A Current None Year to Year PumphouseAnaheim, City of Anaheim Lake Flat Fee $1.00 -$ -$ Current None 09-30-61 Drain pipe Rio Vista Res.

Anaheim, City of Alderdale Ave/Maychelle Dr.One Time Easement Fee $1,510 -$ -$ Current None N/A

12" Transmission water main pipeline - Sept 2016

Anaheim, City of Access at Tustin Ave Flat Fee $1,148 -$ 1,148.00$ Storm drain at Huckleberry Basin Flat Fee $1,148 -$ 1,148.00$

Boy Scouts of America, Troop 850 Santiago Bond Basin Clean Premises -$ -$ Mo. to Mo. Store 2 container trailers

CA Dept. of Forestry & Fire Protection Prado - Highway 71 Fire Protection N/A N/A Current None Mo. to Mo.Cut fire break along fence - Highway 71.

Inland Empire Utility District Prado Basin WQ Report N/A N/A Current None 03-31-34 Monitoring will site

Andre Bello/Dan DeBusschere Prado - Highway 71 Flat Fee $1,148 -$ -$ Current None 06-30-22

Access Permit / Fee increased from $550 to $1,148.

Robert & Debra Peterson Prado - Highway 71 Flat Fee $1,148 -$ -$ Current None 06-30-22

Access Permit / Fee increased from $550 to $1,148.

Orange, City of Orange Reservoir No. 10 N/A N/A N/A Current None 05-31-34 Antenna on Reservoir No. 10

OC Transportation Authority (OCTA) Deep Well #5 N/A -$ -$

Temporary construction easement for the District's Deep Well #5 property located on the east side of Pacific Street at Spencer Ave in Fountain Valley

Riverside County Flood Control District Prado Basin Copy of Reports N/A N/A Current None 05-31-20 Collect water/insect samplesSAWA Prado Basin Project Cost N/A N/A Current None 12/31/2023 Arundo Removal.

SCE & (formerly Royal Street Communications) T-Mobile (ATS) (1) Riverdale Avenue, Orange $968.96 + CPI Annual

CPINovember 1 2,994.09$ 5,988.18$ Current None 11-13-22

Cellular Comm. Relay Site ATS contract renews with T-Mobile's renewal

Southern California Edison Co. (2) Anaheim Lake $672.03 + CPI Annual -$ 756.37$ Current None 02-28-38 Relocate Power Pole

Serrano Irrigation District Santiago Basin Conj. well site #4 N/A N/A Current NoneAnnual

Renewal 0.220Conjunctive use well.R90-10-210 / orig exp: 7-1-10

T.E. Roberts Huckleberry Basin $500/mo 1,500.00$ 3,000.00$ Current None 1/31/2020Staging area for City of Anaheim Pipeline work

T.E. Roberts Santiago Basin Flat Fee $1,148 1,148.00$ 2,296.00$ 6/30/2020

University of So. Calif.Fullerton Airport/Other Locations N/A N/A N/A Current None Mo. to Mo.

Measure seismic activity in monitoring wells.

University of Calif., Riverside Prado Basin Reports N/A N/A Current None 06-30-19 Mosquito StudyUltra Systems Inc. Prado Basin Flat Fee $1,148.00 N/A N/A Current None 06-30-19 Access to Basin

US Geological Survey Prado BasinTrain OCWD staff on Shake Alert Sys. N/A N/A Current None 06-29-2020 Seismic Monitoring

Verizon (AirTouch Cellular) Santa Ana River Flat Fee $2,000 N/A N/A Current None 06-30-18Fiber Optics Cable - Tustin Ave.

Water Replenishment District of S. C. Leisure World, Seal Beach Copy of Reports N/A N/A Current None 08-31-19Access to water wells to take samples.

Western Riverside Co. Regional Wastewater Prado Basin Copy of Reports N/A N/A Current None 6-30-46 Monitoring wells - 3

Yorba Linda Water District Warner Basin Complex Flat Fee $550.00 N/A N/A Current None 12-31-60Discharge from well water 20.

5,642.09$ 14,336.55$ 116.270365,822.74$ 727,099.42$ 1,159.382

NOTES:

2. SCE License Fee due on March 1 of each year.

Acres UseYear to DateStatus of

Rent2nd Quarter

Rent Paid

SUMMARY REPORTSTATUS OF PERMITS/LICENSES

2nd QUARTER ENDED JUNE 30, 2020

Permit/LicenseViolations

ExpirationDate

TOTAL FOR LEASES & PERMITS/LICENSES

1. Monthly Rent is 70% of $1,266.77 which is adjusted by the CPI annually

TOTAL FOR PERMITS/LICENSES

Annual IncreasePermits/Licenses LocationMonthly

Rent

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agenda property management committee meeting … · 7/24/2020 · friday, july 24, 2020, 12:00...

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