EMERGENCY HELIPAD LICENSE AGREEMENT
This EMERGENCY HELIPAD LICENSE AGREEMENT dated _________, 2025 (“Agreement”) is made by and between the Orange County Fire Authority, a California Joint Powers Authority, with a principal place of business at 1 Fire Authority, Irvine, CA 92602 (“Licensee”) and City of San Clemente, a California municipal corporation (“Licensor”) with respect to the following essential facts:
WHEREAS, Licensor owns the approximately 1-acre portion of vacant property located on the southwest corner of Avenida La Pata and Avenida Vista Hermosa, Assessor’s Parcel Number (APN) 678-163-01, directly adjacent to 48 Avenida La Pata, San Clemente, CA 92673 (“Property”); and WHEREAS, Licensee desires to acquire the right to use a portion of the Property and Licensor desires to grant to Licensee the exclusive right to use the Property for a temporary helicopter landing location with related improvements, including but not limited to installing a HeliPad, remote water dip station, fire hydrant with water line, fencing, and dust abatement improvements such as rock or gravel (collectively, "HeliPad"), all for the purposes of aiding Licensee and related agencies for stationing of helicopters during red flag warnings, and when responding to emergency incidents, including battling fires near the Property (the "Permitted Use"). Uses not included in the Permitted Use are prohibited.
NOW, THEREFORE, in exchange for the mutual covenants contained herein and other valuable consideration, the sufficiency of which is hereby acknowledged, the Licensor and Licensee (collectively, the “Parties” or individually a “Party”) agree as follows:
LICENSE
Licensor hereby grants to Licensee and Licensee accepts an exclusive non-transferable license to use the approximately 1-acre portion of the Property in the location indicated on the map attached hereto as Exhibit “1”, which is hereby incorporated fully by this reference, (the “Licensed Area”), for a HeliPad by Licensee, all for the purposes of aiding Licensee and related agencies to use the Licensed Area for the Permitted Use.
TERM
Unless sooner terminated or further renewed as provided herein, the term (“Term”) of this Agreement shall be for thirty (30) days, commencing September 1, 2025 and ending September 30, 2025.
This Agreement may be renewed on mutual written agreement of the Parties.
FEES
Licensor agrees that, in consideration of the value of fire-emergency response air support provided by Licensee through this license, no fees shall be due from Licensee with regard to this Agreement. In addition, Licensee agrees to do and perform all other covenants and agreements contained in this Agreement.
LICENSED AREA
The Licensed Area shall be furnished in an “AS IS” condition by Licensor.
Licensee shall, at its sole cost and expense, with prior written approval of the City, construct any improvements as may be necessary to enable the Licensee to use the Licensed Area for the purposes set forth herein.
USE AND OPERATING PROCEDURES
Licensee shall use the Licensed Area and operate the HeliPad during the Term hereof in compliance with all present and future rules and regulations imposed by any local, state or federal authority having jurisdiction with respect thereto.
Licensee shall have at all times any licenses, permits and approvals necessary for the installation of any improvements and its operations in the Licensed Area. If required, Licensor shall reasonably cooperate with Licensee in securing licenses, permits and approvals.
In the event that Licensee requires an electric power supply, Licensee, at its sole cost and expense, shall obtain such power supply.
Licensee, at its sole cost and expense, is responsible for providing any security that it requires for the Licensed Area. Licensor shall in no event be responsible for theft, loss or damage to persons or property resulting from Licensee use of the Licensed Area.
Licensee hereby designates _________, its ________, telephone _________, email __________, as its contact for emergencies in relation to any issue that may arise related to the Licensed Area. Licensee shall update its emergency contact as needed.
HAZARDOUS MATERIALS
Licensee shall not under any circumstances store or bring onto the Property any Hazardous Materials. As used in this Agreement, the term “Hazardous Material” means any substance, material or waste which is (1) defined as a “hazardous waste,” “hazardous material,” hazardous substance,” “extremely hazardous waste,” or “restricted hazardous waste” under any provision of California law; (2) petroleum or petroleum products; (3) asbestos; (4) polychlorinated biphenyls; (5) radioactive materials; (6) designated as a “hazardous substance” pursuant to Section 311 of the Clean Water Act, 33 U.S.C. section 1251 et seq. (33 U.S.C. §1321) or listed pursuant to Section 307 of the Clean Water Act (33 U.S.C. §1317); (7) defined as a “hazardous substance: pursuant to the Resource Conversation and Recover Act, 42 U.S.C. section 6901 et seq. (42 U.S.C. §6903) or its implementing regulations; (8) defined as a “hazardous substance” pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. section 9601 et seq. (42 U.S.C. §9601); or (9) determined by California, federal or local governmental authority to be capable of posing a risk of injury to health, safety or property.
MAINTENANCE OF PROPERTY
Licensee, at its sole cost and expense, shall be responsible for the maintenance of the HeliPad within the Licensed Area. Licensee shall, at all times, keep the Licensed Area in a clean and safe condition. Licensee shall use best management practices to reduce the occurrence of any nuisance, interference with, or disturbance to, any other licensee, tenant, or permitted occupant of the Property, or occupants of adjacent areas of APN 678-163-01, or members of the public within the public right-of-way immediately adjacent to the Property. Licensor, at its sole cost, shall maintain the Licensed Area in good repair to permit Licensee to use the Licensed Area as intended by the Parties as embodied in this Agreement.
At the expiration or earlier termination of this Agreement, Licensee shall abandon the use of the Licensed Area and remove the HeliPad and any improvements made by Licensee at Licensee’s sole cost and expense in accordance with the terms of this Agreement. Any and all such removal shall be performed without creating any interference, damage or destruction to any other equipment, landscaping, structures or operations at the Property, ordinary wear and tear excepted. If Licensee fails to remove HeliPad and related improvements within thirty (30) days following expiration or earlier termination of this Agreement, Licensor may remove the same at Licensee’s expense. Licensor, at its sole option, may elect in writing to have any improvements installed by Licensee be abandoned in place; in which case, such improvements shall remain and shall become the property of Licensor upon termination or expiration of this Agreement. Any and all damage caused to the Property or equipment, sidewalks, gutters, landscaping or structures thereon that are not owned by the Licensee shall be promptly repaired or eliminated by Licensee. In the event Licensee fails to make such repairs within forty-five (45) days, upon written notice to Licensee, Licensor may perform all the necessary repairs at Licensee’s sole cost and expense and such sum shall be immediately due upon the rendering of an invoice as a fee in addition to any other fee set forth herein. No termination hereof shall release Licensee from any liability or obligation hereunder, whether of indemnity or otherwise, resulting from any acts, omissions, or events happening prior to the date the HeliPad Improvements and Licensee's other property (if any) are removed and the Licensed Area and the Licensed Area is restored as above provided.
LICENSEE’S INDEMNITY
Licensee hereby agrees to indemnify, defend (with counsel acceptable to Licensor) and hold Licensor and its officials, officers, agents, contractors, subcontractors, representatives, employees and volunteers (collectively, the “Indemnitees”) harmless from and against any and all claims, liabilities, damages, fines, penalties, proceedings, expenses and costs of whatsoever nature (including attorney fees), whether by reason of death of or injury to any person or loss of or damage to any property or otherwise, arising out of, related to or in any way connected with: (a) this Agreement, including without limitation, validity of this Agreement, any action to modify, set aside or revoke the Agreement, the use or the rights hereunder, or any challenge to any environmental decision in connection with this Agreement; (b) any action or omission of Licensee at the Property; or (c) any action or omission of Licensee under this Agreement, or any act or failure to act by Licensee, its agents, licensees, subcontractors, servants, employees, representatives or invitees under this Agreement, including, without limitation, the use and maintenance of the Licensed Area or installation or maintenance of the HeliPad or any improvements, or the operating of helicopters on or above the Licensed Area, which will be the sole responsibility of and handled by Licensee and/or any insurance policies maintained Licensee (including, without limitation, worker’s compensation policies maintained or required to be maintained by Licensee). Licensee shall not settle any claim against any Indemnitee until receiving the prior written consent of Licensor, which consent shall not be unreasonably withheld or delayed.
LIENS
a. No Liens Due to Licensee’s Activities. Licensee shall not permit to be placed against the Property, or any part thereof, any design professionals’, mechanics’, materialmen’s, contractors’ or subcontractors’ liens due to Licensee’s construction activities thereon or use thereof. Licensee shall indemnify, defend (with counsel acceptable to Licensor) and hold the Licensor harmless from all liability for any and all liens, claims and demands, together with the costs of defense and reasonable attorneys’ fees, related to same. b. Failure to Defend. In addition to, and not in limitation of, the Licensor’s other rights and remedies under this Agreement, should Licensee fail either to discharge any lien or claim related to Licensee’s construction activities on, or use of, the Property or to bond for any lien or claim to the reasonable satisfaction of the Licensor, or to indemnify, hold harmless and defend the Licensor from and against any loss, damage, injury, liability or claim arising out of Licensee use of the Property, then the Licensor, at its option, may elect to pay any lien, claim, loss, demand, injury, liability or damages, or settle or discharge any action or satisfy any judgment and all costs, expenses and attorneys’ fees incurred in doing so shall be paid to the Licensor by Licensee upon written demand within ten (10) days, together with interest thereon at the rate of ten percent (10%) per annum from the date incurred or paid through and including the date of payment by Licensee.
OWNERSHIP OF THE HELICOPTERS
Ownership of the helicopters shall at all times be and remain vested in Licensee. The helicopters shall not under any circumstances constitute, be or be deemed to be fixtures annexed to Licensor’s real property and the Vehicles shall at all times be and remain free and clear of any claims, liens, or encumbrances created by Licensor.
LICENSOR’S RIGHT TO ENTER OR GRANT ENTRY
Licensor shall have the right, without liability to Licensee, to allow a duly authorized officer or agent of a federal, state or local governmental agency, admittance to the Licensed Area at any time and from time-to-time, as needed or requested by such agency. It is specifically understood that such agency need not obtain a search warrant or provide a subpoena.
LICENSEE’S PROPERTY; RISK OF LOSS
All property belonging to Licensee, its employees, agents, invitees, contractors, subcontractors, or representatives or any occupant of the Licensed Area, shall be there at the risk of Licensee or such other person only, and Licensor shall not be liable for damage thereto for theft or misappropriation thereof; further, and without limiting the indemnity obligations elsewhere in this Agreement, Licensee shall indemnify, defend (with counsel acceptable to Licensor) and hold harmless the Indemnitees from and against any claims, causes of action, losses, damages, costs (including attorney fees) and expenses arising from theft or misappropriation of the property belonging to the aforementioned. Nothing herein to the contrary shall require Licensee to indemnify or hold harmless Licensor for the acts or omissions of Indemnitees.
TERMINATION
a. Licensee may terminate this Agreement at any time upon prior written notice to Licensor. b. This Agreement shall be subject to termination by Licensor upon the occurrence of any of the following events:
i. If Licensee shall violate or breach any of the terms, conditions or covenants hereof and shall not remedy such violation or breach within five (5) days after written notice by Licensor to Licensee of such violation or breach; ii. If Licensee’s operation and use of the Licensed Area shall at any time violate or fail to conform to covenants, conditions, standards or practices established herein or as may be modified or supplemented by Licensor from time-to-time in writing to Licensee, and such noncompliance is not cured within five (5) days after written notice by Licensor to Licensee of such noncompliance. Provided that if the nature of such noncompliance is curable but that the same cannot with due diligence be cured within five (5) days, Licensee shall not be deemed to be subject to termination, if it shall within such five (5) day period commence to cure and thereafter diligently prosecutes the same to completion; iii. If any statute, ordinance, rule or regulation hereafter promulgated by any legislative body or agency having jurisdiction shall prohibit the operation of the Licensed Area by Licensee as provided for herein; iv. In the event that: (i) the Property should be sold; (ii) Licensor should assign its rights to a third party, or (iii) Licensor proposes, or is required for any reason, to renovate or construct improvements on a portion of the Licensed Area, then Licensor shall have the right, upon not less than thirty (30) days’ prior written notice to Licensee, to terminate this Agreement; v. If the Licensed Area is damaged by fire, explosion, casualty or other similar occurrence to the extent that it substantially and adversely affects the effective use of the Licensed Area and the Licensed Area is no longer reasonably effective for use as contemplated by this Agreement, then within sixty (60) days after the event causing the damage, Licensor must notify Licensee whether or not it elects to repair or rebuild the Licensed Area. If Licensor elects to repair or rebuild the Licensed Area, it shall proceed diligently toward that end and this Agreement will continue in effect. If Licensor elects not to repair or rebuild, this Agreement will terminate on the day Licensor gives notice to that effect. In such event, all rights and obligations of the parties shall cease as of the date of the damage or destruction, and Licensee shall be entitled to the reimbursement of any Fees prepaid by Licensee. If Licensor elects to continue this Agreement, then all Fees shall abate until the Licensed Area is restored to the condition existing immediately prior to such damage or destruction. Notwithstanding the foregoing, if the event producing the damage is caused by Licensee’s negligent act or omission, or the negligent act or omission of Licensee’s servants, employees, agents, visitors or invitees, the required repairs will be at Licensee’s expense; or, vi. Upon the expiration of sixty (60) days following written notice by Licensor to Licensee at any time and without cause. c. Effect of Termination/Expiration. Termination and expiration of this Agreement shall in no way prejudice any of the rights and remedies available to Licensor at law or in equity, and the Licensee acknowledge and agree that all of the obligations and responsibilities of Licensee under this Agreement shall continue and survive such termination or expiration.
HOLDING OVER
If Licensee, with Licensor’s consent, leaves any helicopter in the Licensed Area after expiration or earlier termination of this Agreement, or after the date in any notice given by Licensor to Licensee terminating this Agreement, such event shall be deemed to be a month-to-month holdover terminable on thirty (30) days’ notice given at any time by either Party. All provisions of this Agreement except those pertaining to the Term of this Agreement shall apply to the month-to-month holdover.
SUBLICENSING AND ASSIGNMENT
Licensee may not sublicense the Licensed Area or assign the Agreement or any rights and obligations hereunder without prior written consent of the Licensor, given or withheld in its sole and absolute discretion. The conditions, covenants and agreements in the Agreement to be kept and performed by the Parties hereto shall bind and inure to the benefit of their permitted successors and assigns.
In connection with any such transfer to which Licensor may consent, Licensee agrees to furnish Licensor with copies of all documents, and subsequent amendments thereto, executed in connection with such transfer. Any consent of Licensor to a sublicensing, assignment or transfer of control shall be deemed to be a consent to the initial sublicensing, assignment or transfer of control and shall not be deemed to be a consent to any further sublicensing, assignment or transfer of control.
Further, notwithstanding any permitted sublicensing or assignment, the Licensee hereunder shall at all times remain fully responsible and liable for compliance with all of Licensee’s obligations under the terms, provisions and covenants of this Agreement.
RELOCATION OF LICENSED AREA
Licensor hereby reserves the right on thirty (30) days’ notice to require Licensee to relocate all or a portion of the helicopters or HeliPad improvements at any time during the Term at Licensee’s expense.
EMPLOYEES
Licensee acknowledges and agrees that Licensee is solely responsible and liable for the performance of all duties, obligations and responsibilities as an employer of individuals hired or retained by Licensee to install and maintain the HeliPad, maintain the Licensed Area or otherwise provide services at the Property. Licensee acknowledges that the Licensed Area is public property and acknowledges and agrees to comply with prevailing wage laws to the extent applicable.
NATURE OF LICENSE
The license granted hereby is an exclusive license for Licensee to use the Licensed Area solely as required to perform its obligations hereunder, revocable according to the terms hereof. In no event shall this Agreement be deemed or construed to run with the land or create or vest any easements or other rights in Licensor’s property. Licensee agrees that no permanent or possessory interest shall accrue to Licensee or its licensees in Licensor’s property at any time or by exercise of the permission given hereunder, and that Licensee shall not claim any such interest in Licensor’s property. This Agreement does not create any recordable interest and shall not be recorded in any official records.
INSURANCE
Licensee shall maintain in effect during the entire Term of this Agreement each of the following:
a. Comprehensive General Liability. Comprehensive General Liability Insurance which affords coverage including completed operations and contractual liability, with limits of liability of not less than $2,000,000 per occurrence and $5,000,000 annual aggregate for liability arising out of Licensee performance of this Agreement. The limits shall be provided by either a single primary policy or combination of policies. If limits are provided with umbrella coverage the limits combined with the primary will equal the minimum limits set forth above. If written with an aggregate, the aggregate shall be double the each occurrence limit. Such insurance shall be endorsed to:
i. Name the Licensor and its employees, representatives, officers and agents (collectively hereinafter “City and City Personnel”) as additional insured for claims arising out of Licensee’s performance of this Agreement; and ii. Provide that the insurance is primary and non-contributing with any other valid and collectible insurance or self-insurance available to Licensor. b. Automobile Liability Insurance. Automobile Liability Insurance with a limit of liability of not less than $1,000,000 each occurrence and $2,000,000 annual aggregate. The limits shall be provided by either a single primary policy or combination of policies. If limits are provided with umbrella coverage the limits combined with the primary will equal the minimum limits set above. Such insurance shall include coverage for all “owned,” “hired” and “non-owned” vehicles, or coverage for “any auto.” Such insurance shall be endorsed to:
i. Name the City and City Personnel as additional insured for claims arising out of Licensee performance of this Agreement. ii. Provide that the insurance is primary and non-contributing with any other valid and collectible insurance or self-insurance available to Licensor. c. Aviation Liability Insurance. Aviation Liability Insurance covering liability for bodily injury (including death), passenger liability, property damage, products and completed operations with limits of not less than $10,000,000 per occurrence and $10,000,000 annual aggregate. Such insurance shall be endorsed to:
i. Name the Licensor and its employees, representatives, officers and agents (collectively hereinafter “City and City Personnel”) as additional insured for claims arising out of Licensee’s performance of this Agreement; and ii. Provide that the insurance is primary and non-contributing with any other valid and collectible insurance or self-insurance available to Licensor. d. Workers’ Compensation Insurance. Workers’ Compensation Insurance in accordance with the Labor Code of California and covering all employees of the Licensee providing any service in the performance of this agreement. Such insurance shall be endorsed to: Waive the insurer’s right of Subrogation against the City and City Personnel. e. Evidence of Insurance. The Licensee shall provide to Licensor a Certificate(s) of Insurance evidencing such coverage together with copies of the required policy endorsements at least fifteen (15) business days prior to the expiration of any policy. Coverage shall not be suspended, voided, cancelled, reduced in coverage or in limits, non-renewed, or materially changed for any reason, without thirty (30) days prior written notice thereof given by the insurer to Licensor by U.S. mail, or by personal delivery, except for nonpayment of premiums, in which case ten (10) days prior notice shall be provided. f. Valid Endorsements. A statement on an insurance certificate will not be accepted in lieu of the actual endorsement. Insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to the Licensor for approval. g. Additional Insured Endorsements Additional Insured Endorsements shall not:
i. Be limited to “Ongoing Operations”;
ii. Exclude “Contractual Liability”;
iii. Restrict coverage to the “Sole” liability of Licensee; or iv. Contain any other exclusion contrary to the Agreement. h. Acceptability of Insurers. Each policy shall be from a company with current A.M. Best’s rating of A VII or higher and authorized to do business in the State of California or approved in writing by the Licensor.
NOTICES
All notices to be given under this Agreement must be in writing and sent to the address specified below. Notices are effective the earlier of: (i) one (1) business day after being sent by next day delivery service; (ii) three (3) business days after being sent by certified or registered mail; (iii) on receipt by personal delivery; or (iv) on receipt after being sent by email that is acknowledged by the other Party. Either Party may change its address for notices by giving notice to the other Party in this manner.
If to Licensor: City of San Clemente
910 Calle Negocio
San Clemente, California 92673
Attention: City Manager and City Clerk
If to Licensee: Orange County Fire Authority
1 Fire Authority Road
Irvine, CA 92602
Attention: [TITLE]
TAXES
Licensee shall pay all personal property taxes and assessments assessed against Licensee’s helicopters, improvements and other personal property tax on the Licensed Area. Licensee shall be fully responsible for the payment of any possessory interest taxes. Licensor shall be solely responsible for all real property taxes and assessments.
INDEPENDENT CONTRACTOR
In connection with this Agreement, each Party is an independent contractor and as such will not have any authority to bind or commit the other. Nothing herein shall be deemed or construed to create a joint venture, partnership or agency relationship between the Parties for any purpose.
DRAFTING AND PREPARATION
Each Party has cooperated and participated in the drafting and preparation of this Agreement. Therefore, if any construction is to be made of this Agreement of any of its terms, both Parties shall be construed to be equally responsible for the drafting and preparation of same.
SEVERABILITY
It is agreed that if any provision of this Agreement shall be determined to be void by any court of competent jurisdiction, then such determination shall not affect any other provision of this Agreement and all such other provisions shall remain in full force and effect; and it is the intention of the Parties hereto that if any provision of the Agreement is capable of two (2) constructions, one of which would render the provision void and the other of which would render the provision valid, then the provision shall have the meaning that renders it valid.
ENTIRE AGREEMENT
This Agreement contains the full and complete understanding of the Parties concerning the subjects contained herein and supersedes any and all prior written or oral agreements between the Parties and cannot be amended except in writing signed by both Parties.
MISCELLANEOUS
Both Parties to this Agreement shall comply with all applicable local, state and federal laws and regulations now or hereafter enacted or modified. This Agreement and shall not be modified, extended or terminated (other than as set forth, herein) except by an instrument duly signed by Licensor and Licensee. Waiver of a breach of any provisions hereof under any circumstances will not constitute a waiver of any subsequent breach of such provision, or of a breach of any other provision of this Agreement.
Governing Law. This Agreement and all matters relating to it shall be governed by the laws of the State of California and any action brought relating to this Agreement shall be held exclusively in a California state court in the County of Orange. Licensee hereby irrevocably consents to the personal jurisdiction of the state and federal courts in the County of Orange, waives any rights under California Code of Civil Procedure section 395, and waives any right to object to venue or jurisdiction in the state and federal courts in the County of Orange, including on the grounds of forum non conveniens.
Successors and/or Assigns. This Agreement shall be binding upon the Parties, and their permitted successors and assigns.
Further Acts. Licensor and Licensee agree to do any further acts and execute such additional documents as the other may reasonably require to confirm this Agreement and to carry out the purpose of this Agreement.
Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not considered in construing or interpreting this Agreement.
Counterparts and Electronic Signatures. This Agreement may be executed electronically by DocuSign® and in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument. True facsimile, electronic or photocopies shall be binding to the same extent as an original signature page.
Authority. Each of the signatories below represents and warrants that he/she has the authority to enter into this Agreement and bind the Party such person is signing as the representative of and that no further actions or authorizations are required to enter into this Agreement, and that such signatory will indemnify the other Party for costs it incurs (including attorney fees) should such representation be inaccurate.
IN WITNESS WHEREOF, the Parties hereto have caused this instrument to be executed as of date first above written.
LICENSOR:
City of San Clemente
By: __________________________________
Andy Hall, City Manager Date
APPROVED AS TO FORM:
By: __________________________________
Elizabeth A. Mitchell, City Attorney Date
ATTEST:
By: __________________________________
Laura Campagnolo, City Clerk Date
LICENSEE:
Orange County Fire Authority, a California Joint Powers Authority By: _________________________________
[NAME, TITLE] Date
By: _________________________________
[NAME, TITLE] Date
The Licensed AreaThe Licensed AreaThe PropertyThe PropertyThe PropertyThe Property The Licensed Area
The Licensed Area
The Property
The Property
The Property
The Property
99 9
9 Attachment 2
EXHIBIT “1”
to EMERGENCY HELIPAD LICENSE AGREEMENT
MAP OF LICENSED AREA