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PD 700 Irwin Street Right of Entry License AgreementLICENSE AGREEMENT FOR A RIGIIT OF ENTRY FOR TEMPORARY USE This License Agreement for a Right of Entry for Temporary Use (this "License Agreement") is made and entered into this April 29, 2019 (the "Effective Date") by BIOMARIN PHARMACEUTICAL, a Delaware corporation, hereinafter called "BioMarin", and the CITY OF SAN RAFAEL, a public body of the State of California, hereinafter called "Licensee." RECITALS: WHEREAS, BioMarin owns improved property at 700 Irwin Street, hereinafter called the "Property", located in the City of San Rafael, County of Marin, State of California. WHEREAS, Licensee has requested permission to temporarily use the Property as a training site for the Police Department. WHEREAS, Licensee has requested permission for Licensee to enter the Property and conduct certain activities on the Property as more fully described in this License Agreement and BioMarin is willing to grant such permission subject to the terms and conditions set forth herein. NOW, THEREFORE, for good and valuable consideration, BioMarin and Licensee hereby agree as follows: 1. Temporary Right of Entry. Subject to the terms and conditions set forth in this License Agreement, BioMarin hereby grants to Licensee a temporary, personal, non-exclusive and non -possessory right and license to enter, and for Licensee to allow Licensee's directors, officers, partners, members, managers, and employees ("Licensee's Representatives") to enter the Property for the sole purpose of conducting Police Department training hereinafter referred to as "Licensee's Activities". All of Licensee's Activities shall be performed at Licensee's sole cost and expense. This License Agreement gives Licensee a license only and does not constitute a grant by BioMarin of any ownership, leasehold, easement, or other similar property interest or estate. 2. Work Plan. Licensee shall discuss with BioMarin any specific requirements for Licensee's Activities on the Property. Licensee's Activities on the Property shall conform with the description provided in the work plan, attached hereto as Exhibit A, which specifies in detail the nature, scope, location, proposed schedule, and purpose of all of Licensee's activities to be performed on the Property (the "Work Plan"). Licensee acknowledges and agrees that BioMarin's review of the Work Plan is solely for the purpose of protecting BioMarin's interests, and shall not be deemed to create any liability of any kind on the part of BioMarin, or to constitute a representation on the part of BioMarin or any person consulted by BioMarin in connection with such review that the Work Plan is adequate or appropriate for any purpose, or complies with �-3 -IS# applicable Legal Requirements, as defined herein. Licensee agrees and covenants that all of Licensee's Activities shall be performed solely within the Property and in strict accordance with the Work Plan. 3. Term; Termination; Surrender. This License Agreement shall be for a term of one (1) day, on May 2, 2019, (the "Term"); provided, however, that BioMarin may terminate this License Agreement, at any time, for any reason or no reason, including, without limitation, upon twenty-four (24) hours written notice to Licensee. Upon the expiration or termination of this License Agreement, Licensee shall remove all personal property of Licensee and Licensee's Representatives and remove all vehicles, debris, and waste material resulting from Licensee's Activities and shall return the Property to the condition which existed at the commencement of the term to BioMarin's satisfaction. Licensee shall bear the entire cost of such removal and BioMarin shall have no liability for any losses or damages caused by or related to any termination of this License Agreement. In the event Licensee fails to comply with the requirements of this Section, BioMarin may elect, at Licensee's expense, to remove such personal property, vehicles, debris and waste material as necessary. 4. Condition of the Property. Licensee accepts the Property in its "As -Is" state of repair and condition and Licensee expressly agrees that BioMarin has made no representations to Licensee regarding the condition of the Property. Licensee further acknowledges that BioMarin will not provide security for Licensee during the term of this License and Licensee shall be responsible, at Licensee's sole cost, for providing any security services required or desired by Licensee. 5. Licensee's Covenants. (a) Gates and Doors. Licensee shall keep all gates and doors to the Property locked during its use hereunder. (b) Legal Compliance. Licensee agrees, at Licensee's sole cost and expense, promptly to comply, and to cause all of Licensee's Representatives to comply, with all laws, statutes, ordinances, rules, regulations, requirements or orders of municipal, state, and federal authorities now in force or that may later be in force, which may be applicable to the Property (collectively, "Legal Requirements"), insofar as they relate to Licensee's Activities or the use or occupancy of the Property by Licensee. (c) Use of Property. Licensee agrees that Licensee shall not in any way interfere or permit any interference with the use of the Property by BioMarin. (d) Procedure for Entry. Licensee shall contact Benjamin M. Whitfield of BioMarin Global Security at (415) 996-2851 to arrange for admittance to the Property. Licensee agrees that a representative of BioMarin may be present to observe Licensee's Activities to ensure compliance with the terms and conditions of this License Agreement. Licensee shall inform BioMarin's Representative whether a representative of any governmental entity or agency (other than the San Rafael Police Department) will be present during the planned activities. (e) Licensee's Activities. Licensee agrees that Licensee and Licensee's Representatives shall notify BioMarin of any potential safety, environmental or other hazards to BioMarin employees or property arising out of, or associated with, Licensee's Activities or stemming from conditions caused by Licensee, so that BioMarin may take appropriate precautions. Licensee agrees that Licensee shall conduct Licensee's Activities in compliance with the Work Plan and in such a manner so as to protect the Property, the environment, and human health and safety. Licensee shall not cause or permit any Hazardous Substances, as defined herein, to be brought upon, produced, stored, used, discharged or disposed of on, or in the vicinity of, the Property. Licensee agrees to be responsible for the cleanup and remediation of any releases of Hazardous Substances resulting from Licensee's Activities, or any activity by Licensee or Licensee's Representatives, and shall immediately report the details of any such releases to BioMarin and to the appropriate regulatory agencies as required by any and all applicable Legal Requirements. 6. Indemnification; Release. (a) Licensee shall, to the maximum extent permitted by law, indemnify, protect, defend and hold harmless BioMarin, its parent corporation, subsidiaries, affiliates, and their respective officers, managers, directors, representatives, agents, employees, transferees, successors and assigns (each, an "Indemnitee" and collectively, "Indemnitees") from and against all claims, losses (including, but not limited to, diminution in value), actions, demands, damages, costs, expenses (including, but not limited to, experts fees and reasonable attorneys' fees and costs) and liabilities of whatever kind or nature (collectively, "Claims"), including Claims arising from the passive or active negligence ofthe Indemnitees, which arise from or are in any way connected with Licensee's Activities, or the entry on, occupancy or use of, the Property by Licensee or Licensee's Representatives, or the exercise by Licensee of Licensee's rights hereunder, or the performance of, or failure to perform, Licensee's duties under this License Agreement, including, but not limited to, Claims arising out of. (i) injury to or death ofpersons, including, but not limited to, employees of BioMarin or Licensee (and including, but not limited to, injury due to exposure to EMFs and other Potential Environmental Hazards in, on or about the Property); (ii) injury to property or other interest of BioMarin, Licensee or any third party; (iii) violation of any applicable federal, state, or local laws, statutes, regulations, or ordinances, including all Legal Requirements relating to the environment and including any liability imposed by law or regulation without regard to fault. In the event any action or proceeding is brought against any Indemnitee for any Claim against which Licensee is obligated to indemnify or provide a defense hereunder, upon written notice from BioMarin, Licensee shall defend such action or proceeding at Licensee's sole expense by counsel approved by BioMarin, which approval shall be in BioMarin's sole and absolute discretion. (b) Licensee's use of the Property shall be at Licensee's sole risk and expense, and Licensee accepts all risk relating to Licensee's occupancy and use of the Property. BioMarin shall not be liable to Licensee for, and Licensee hereby waives and releases BioMarin and the other Indemnitees from, any and all liability, whether in contract, tort or on any other basis, for any injury, damage, or loss resulting from or attributable to an occurrence on or about the Property. (c) The provisions of this Section 6 shall survive the expiration or termination of this License Agreement. 7. Additional Activities. Licensee shall not perform any activities beyond Licensee's Activities specifically authorized by this License Agreement without the prior written consent of BioMarin, which consent shall be in BioMarin's sole and absolute discretion, and the prior consent, to the extent required by applicable Legal Requirements, of any governmental authority having jurisdiction. 8. Reserved Rights. BioMarin reserves the right to use the Property for any and all purposes whatsoever, including, without limitation, the right to use the Property for such purposes as it may deem necessary or appropriate if, and whenever, in the interest of its service to its patrons or consumers or the public, it shall appear necessary or desirable to do so. 9. Compliance, Safety, and Insurance. Licensee shall obtain, at Licensee's sole cost and expense, any and all necessary permits, authorizations and approvals applicable to Licensee's Activities and to evidence compliance with all Legal Requirements. BioMarin shall have a right to observe Licensee's Activities at any time to confirm Licensee's compliance with the requirements of this License Agreement and applicable Legal Requirements. At all times during the term of the License, Licensee shall maintain insurance coverage in the minimum amounts of US Dollars $1,000,000 per occurrence each for commercial general liability, property damage, and personal injury coverage, with $2,000,000 in the aggregate, $1,000,000 for automobile liability, as well as $5,000,000 in umbrella coverage for all of the above. Licensee shall promptly provide to BioMarin certificates of insurance naming BioMarin as an additional insured and evidencing the above specifications. For so long as the Licensee hereunder is the City of San Rafael, Licensee may elect to self -insure for any or all of the required coverage. 10. Notices. Any notices or communications hereunder shall be in writing and shall be personally delivered, or sent by first class mail, certified or registered, postage prepaid, or by national overnight courier, with charges prepaid for next business day delivery, addressed to the addressee party at the address or addresses listed below, or to such other address or addresses as such party may from time to time designate in writing. Notices shall be deemed received upon actual receipt or refusal of the notice by the party being sent the notice. If to BioMarin: Benjamin Whitfield BioMarin Pharmaceutical Inc. 105 Digital Drive Novato, CA 94949 (415) 006-2851 Benj amin.whitefield(iDbmm. com With a copy to: BioMarin Pharmaceutical Inc. 105 Digital Drive Novato, CA 94949 Attn: General Counsel If to Licensee: Todd Berringer (Investigations Sergeant) San Rafael Police Department 501 a,srpd.org C: (415) 720-4404 11. Governing Law. This License Agreement shall in all respects be interpreted, enforced, and governed by and under the laws of the State of California. 12. Entire Agreement. This License Agreement supersedes all previous oral and written agreements between and representations by or on behalf of the parties and constitutes the entire agreement of the parties with respect to the subject matter hereof. This License Agreement may not be amended except by a written agreement executed by both parties. 13. Binding Effect. This License Agreement and the covenants and agreements herein contained shall be binding on, and inure to the benefit of, the parties hereto and their respective heirs, successors and assigns, subject to the limitations on assignment set forth in this License Agreement. 14. Assignment. This License Agreement is personal to Licensee, and Licensee shall not assign, transfer, convey or encumber the license and other rights herein granted or any portion thereof or interest herein. 15. Attorneys' Fees. Should either party bring an action against the other party, by reason of or alleging the failure of the other party with respect to any or all of its obligations hereunder, whether for declaratory or other relief, and including any appeal thereof, then the party which prevails in such action shall be entitled to its reasonable attorneys' fees (of both in-house and outside counsel) and expenses related to such action, in addition to all other recovery or relief. For purposes hereof, the reasonable fees of BioMarin's in-house attorneys who perform services in connection with any such action shall be recoverable, and shall be based on the fees regularly charged by private attorneys with the equivalent number of years of experience in the relevant subject matter area of the law, in law firms in the City of San Francisco with approximately the same number of attorneys as are employed by BioMarin's Law Department. 16. No Waiver. Any waiver with respect to any provision of this License Agreement shall not be effective unless in writing and signed by the party against whom it is asserted. The waiver of any provision of this License Agreement by a party shall not be construed as a waiver of a subsequent breach or failure of the same term or condition or as a waiver of any other provision of this License Agreement. 17. No Dedication; No Third Party Beneficiary. Nothing herein contained shall be deemed to be a gist or dedication of the Property or portion thereof to the general public, or for any public use or purpose whatsoever. The right of the public or any person, including Licensee and Licensee's Representatives, to make any use whatsoever of the Licensee Area or any portion thereof, other than the expressly permitted herein or as expressly allowed by a recorded map, agreement, deed or dedication, is by permission and is subject to the control of BioMarin in its sole and absolute discretion. The provisions of this License Agreement are for the exclusive benefit of the parties and their successors and assigns, and shall not be deemed to confer any rights upon any person, except such parties and their successors and assigns, subject to the limitations on assignment set forth in this License Agreement. No obligation of a party under this License Agreement is enforceable by, or is for the benefit of, any other third parties. 18. Severability. If any provision of this License Agreement shall be invalid or unenforceable, the remainder of this License Agreement shall not be affected thereby, and each provision of this License Agreement shall be valid and enforced to the full extent permitted by law, provided the material provisions of this License Agreement can be determined and effectuated. 19. Counterparts. This License Agreement may be executed in identical counterpart copies, each of which shall be an original, but all of which taken together shall constitute one and the same agreement. 20. Survival. The waivers of claims or rights, the releases and the obligations of Licensee under this License Agreement to indemnify, protect, defend and hold harmless BioMarin and other Indemnitees shall survive the expiration or earlier termination of this License Agreement, and so shall all other obligations or agreements of BioMarin and Licensee hereunder which by their terms survive the expiration or earlier termination of this License Agreement. 21. Authority; Execution; Conditions to Effectiveness. The Parties and individuals executing this License Agreement on behalf of the parties, each represent, by executing this License Agreement, that he or she is duly authorized to do so and to bind the respective party to its terms. IN WITNESS WHEREOF, the parties have executed this License Agreement as of the date set forth below each signature, effective upon the Effective Date first written above. BIOMARIN PHARMACEUTICAL INC., a Delaware corporation go Name: Title: TI IE CITY OF SAN RAFAEL, a public body of the State of California By: Name: Ji Schutz Title: City Manager EXHIBIT A WORK PLAN San Rafael Police Department ("SRPD") will conduct training on May 2nd, 2019 from 9:30 am through 11:30 am. SRPD will bring approximately 8 people from its Investigations Unit for an investigations training day to cover search warrant operations, including the following activities and equipment: • Search warrant planning/preparation • Team movements throughout the interior of the building • Review of communications plan • Reacting to contingencies SRPD will bring and park 2 vehicles on site during the hours it conducts its training exercises. As part of their training exercises, SRPD plans to use the following equipment: • Ballistic shield • Medical kit Clearly marked plastic training red/blue imitation firearms 0 ""1 At the end of the day on Thursday, May 2nd and once SRPD completes its training activities, SRPD will remove all vehicles and equipment brought on site and ensure that it removes any hazards generated by its activities. PxA RAF,gcc s 2 �, yo /ry W I T H P' � y CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Police Dept. Project Manager: Chief Diana Bishop Extension: 3009 Contractor Name: BioMarin-700 Irwin Street (PD Training on 5/2/19) Contractor's Contact: Benjamin M. Whitfield, BioMarin Global Security Contact's Email: Benjamin.Whitfield@bmrn.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE T DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor N/A 4/29/2019 b. Email contract (in Word) and attachments to City Attorney c/o Laraine.Gittens@cityofsanrafael.org 2 City Attorney a. Review, revise, and comment on draft agreement + 4/29/2019 and return to Project Manager N/A b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor ® 3 + Department Director Approval of final agreement form to send to 4/29/2019 ❑ DB contractor 4 Project Manager Forward three (3) originals of final agreement to Click here to ❑ contractor for their signature enter a date. 5 Project Manager When necessary, contractor -signed agreement ® N/A agendized for City Council approval *City Council approval required for Professional Services Agreements and purchases of goods and services that exceed Or $75,000; and for Public Works Contracts that exceed $175,000 Click here to Date of City Council approval enter a date. PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 6 Project Manager Forward signed original agreements to City 4/29/19 Attorney with printed copy of this routing form 7 City ttorney Review and approve hard copy of signed �/ 1 IOU `V41117- agreement 7 8 City Attorney Review and approve insurance in PINS, and bondsu/ZQ bq � f (for Public Works Contracts) I 7 -k 9 City Manager/ Mayor Agreement executed by City Council authorized '] , official !/yam' —...... 10 City Clerk Attest signatures, retains original agreement and -0( forwards copies to Project Manager