HomeMy WebLinkAboutTRES ESTRELLAS DE ORO 3 - 2008
'NsURANCE NpT ON FILE
WORK MAY Not'PROCEED
CLERK OF COUNCIL
OATE: _ lUN j ~7 2.00a
0: C DA/1herRp6H'"Z-j
Card'ln FL'\\er}iY\
e e
A-2008-090
DO NOT RECORD
SITE LICENSE AGREEMENT
BETWEEN
THE CITY OF SANTA ANA
AND
TRES ESTRELLAS DE ORO
THIS UC;ENSE AGREEMENT ("Agreement") is made and entered into this 1 ~ay of
MAY , 2008, by and between the City of Santa Ana, a charter city and
municipal corporation, duly organized and exiting under the constitution and laws of the
State of California, herein referred to as "Licensor", and Tres Estrellas de Om, U.S.A.,
LLC, herein referred to as "Licensee".
RECIT ALS:
A. The City of Santa Ana desires to provide passenger bus transportation services at
The Depot at Santa Ana, and desires to contract for such services with Licensee.
B. Licensee represents that it is qualified to provide such services to City. In
undertaking the performance of this Agreement, Licensee represents that it is
knowledgeable in its field and that any service performed under this Agreement
will be performed in compliance with all required standards of Interstate
Commerce Commission and United States Department of Transportation and
include all City, County, and State licenses.
NOW THEREFORE, in consideration of the respective and mutual covenants and
promises hereinafter contained and made, and subject to all terms and conditions hereof,
the parties hereto agree as follows:
ARTICLE 1 - TERM OF LICENSE
Section 1.01 License Area and Use
(a) Licensor owns the real property described in Exhibit "A" attached hereto
and made a part hereof (the "Property"), commonly know as The Depot at
Santa Ana located at 1000 East Santa Ana Boulevard, Santa Ana,
California. Licensor grants to Licensee the privilege of a personal, non-
exclusive, revocable license ("License") to encroach upon the "License
Area", which shall consist of Bus Bay #9 and Suite 109, as herein
described and shown in general in Exhibit "B", attached hereto and
incorporated herein by reference, for the purpose of accommodating a bus
transportation company and for no other purpose.
(b) The right and permission of Licensee is subordinate to the prior and
paramount right of Licensor to use the Property in its entirety for public
;""'--.'--",
...--- ~.
. III ti I'
;$'1 I
iit'; ~ i
I' l;l~ ~ '
~
~
~
~
. CI:l
~
L-
...- '
.~
~
~
~
~
'^
~
~
~
o
u.
3
g.
~
~
I
I .
;~
...
..
~
~
~I
r...,
...
-.
...
I
r...,
-
I . I
...
..
~
EXHIBIT A
'-
~'ii
Ii
ii:
. 1"0
Z II:
~ .
A. !!
u
~ ~
o .!~
. i ili
,....-...
--
----.
.1
,
.'
I
I
ai
I
JlI
I
.1
I
,
.'
I
I
I-il
_I l>
iP
~
'0
!
...
"
.~
e;
~.
5
Eo- ~.
I
.;
I
.:
i
.i
I
i ..
..! . "-.-i
I
I
I
WI
.
.0
'-
0 .
CI.I
"'0
.., en
.!! 0 .
Qj .....
:. ... CI.I
... ~
.., :::'I .
(0)1 w V)
..,
~ .
l-
I
JI
I III
JI
.
.
a
.
.
. . ,.
.:
I
I
JI~
I
I
al
I
I
.1
I
I -:
.1
I
.1
,
.1
I
I.
. .
J----... ----.~.- W.
I
/
~
~
.a
~
'i)
~
~
/
/"
~
I
~
I
I
/f(/
/.
I;'
~
...
..
~
~
~I
r....'
...
-.
...
~
IlD
~
~
i1
8
g
...
.
.
r....'
-
I . I
...
..
Wi
, . I
____ . i
-~~=J- . --. _~_t!.._-- _._~-W -,
_ ____I!.. .. i
. . I . ___.__.!L.'!l
Jo~
0'
-:.0
. .
"". JiJI
EXHIBIT B
:'->-...
~ .
, -
...---
.............
. III W It
.., U
Ri' i z I
18 l; .li lli *
"'. . . ......- .
~~
,
, -
-
; e
. 0
a1
o
~
CD.
o'
Ul
p..
en
#"
>-
cu
a:1
III
='
a:1
--:-
~
.5
~
'^
~
~
~
~
~
~
" 3 ~
~
. ~
~ .
.~
~
0
~
p..
t
I
I "
l
...
..
~
~
~I
rop'
.....
~
-
r...,
.....
=
..~
~
. . EXHIBIT B
DO NOT RECORD
purposes to which it presently is and may, at the option of Licensor, be
devoted. Licensee undertakes and agrees to use the License Area and to
exercise this License at all times in such manner as will not unreasonably
interfere with the full use and enjoyment ofthe Property by Licensor.
(c) Licensee hereby acknowledges that title to the Property is vested in
Licensor and agrees never to assail or resist the same, and further agrees
that Licensee's use and occupancy of License Area shall be referable
solely to the permission herein given.
(d) As a covenant to this Agreement, Licensee shall adhere to and comply
with all responsibilities enumerated in the Rider, attached hereto and
incorporated herein as Exhibit C. Failure to comply with the terms
contained within the Rider shall be good cause for termination ofthis
Agreement.
Section 1.02 Term
This Agreement will terminate on September 30, 2009, unless terminated
earlier pursuant to Article 5.
Section 1.03 Compensation/Consideration
Upon the Commencement Date, Licensee shall pay to Licensor monthly
compensation in the amount of $6,612.50 per month ("Compensation") for use of the
License Area. Compensation will be due upon execution of this Agreement and
thereafter on or before the 10th of each month, payable to "The City of Santa An~" and
remitted to: The Depot at Santa Ana, 1000 East Santa Ana Blvd., Suite 108, Santa Ana;
CA 92701. A late charge often percent (10%) shall be applied after any payment
hereunder is due but unpaid. In addition, one ~d a half percent (1 ~%) interest per
month shall be added for each month that payment hereunder is due but unpaid.
Section 1.04 RESERVED
Section 1.05 Non-Possessory Interest
Licensor retains full possession of the License Area and Licensee will not acquire any
interest temporary, permanent, irrevocable, possessory or otherwise by reason of this
Agreement, or by the exercise ofthe permission given herein. Licensee will make no
claim to any such interest. Any violation of this provision will immediately void and
terminate this Agreement.
Section 1.06 Non-Recording
Neither party shall record this Agreement.
2
DO NOT RECORD
ARTICLE 2 - TAXES AND UTILITIES
Section 2.01 Taxes
Licensee is responsible for all taxes on the Property, which includes the License Area.
Section 2.02 Utilities
. Licensor shall pay for all electricity, gas, water sewer and janitorial services furnished to
the License Area for the use, operation and maintenance of the License Area during the
Term ofthis Agreement, and for the removal of garbage and rubbish from the License
Area during the Term of the Agreement, or any extension thereof.
ARTICLE 3 - IMPROVEMENTS AND ACCESS
Section 3.01 License Area
(a) Each party shall pI."ovideaccess to the License Area to the other party, and
its employees, agents, contractor~ ~d subcontractors, twenty-four (24)
hours a day, seven (7) days a week. . Except in the case of emergencies,
Licensor shall give Licensee twenty-four (24) hours notice prior to entry
into the License Area. LIcensor represents and warrants that it has full
rights bfingress and egress toand from the License Area, and hereby
grants such rights to Licensee to the extent required to maintain and
9perate within the License Area. Licensee's exercise of such rights shall
not cause undue inconvenienceto Lic~nsor. . .
-
- (b)
Licensee shall, at its sole cost and expense, maintain and repair the
License Area including, but not limited to, the removal of all trash, debris,
graffiti, as well as any special intensive cleaning. If Licensee causes any
damage to the Property, to the License Area or to access roadways or other
nearby facilities, it shall properly repair same as specified by Licensor.
(c) Upon the expiration or termination of this Agreement, Licensor shall
approve in writing the surrender of the License Area by Licensee only
after being satisfied that License Area has been left in good and clean
condition, less ordinary wear and tear.
Section 3.02 Liens
Licensee will not permit any mechanics' or materialmens' or other liens to stand against
the License Area by reason of any use or occupancy by Licensee, or any person claiming
under Licensee.
ARTICLE 4 - INDEMNITY AND INSURANCE
3
DO NOT RECORD
Section 4.01 Indemnification, Defense, Hold Harmless
Licensee shall protect, defend, indemnify and save and hold harmless Licensor, its
officers, officials, employees, and agents from and against any and all liability, loss,
damage, expenses, costs (including without limitation costs and fees of litigation of any
nature) arising out of or in connection with Licensee's performance of this Agreement or
Licensee's failure to comply with any of Licensee's obligations contained in the
Agreement by Licensee, its officers, agents or employees except such loss or damage
which was caused by the sole negligence or willful misconduct of Licensor. In the event
Licensor is named as codefendant, Licensee shall notify Licensor of such fact and shall
represent Licensor in such legal action unless Licensor undertakes to represent itself as
codefendant in such legal action, in which event Licensor shall bear its own litigation
costs, expenses and attorney's fees. Licensee further agrees to indemnify, hold harmless,
and pay all costs for the defense of the Licensor, including fees and costs for special
counsel to be selected by Licensor, regarding any action by a third party challenging the
validity of this Agreement, or asserting that personal. injury, damages, just compensation,
restitution, judicial or equitable relief due to personal or property rights arises by reason
of the terms of, or effects arising from this Agreement. Licensor may make all
reasonable decisions with respect to its, representation in any legal proceeding.
Section 4.02 Insurance
In.addition to the Licensee's covenant to indemnify and hold harmless Licensor, Licensee
shall obtain and furnish to Licensor, a policy of general p'ublicdiabilityinsurance,
.commercial general liability insurance including motor vehicle coverage covering the
License Area. The policy shall indemnify Licensee and Licensor, their officers, agents
and employees, while acting within the scope of their duties, against any and all claims
arising out of or in connection with the License Area, and shall provide coverage in not
less than the following amount: combined single limit bodily injury, personal injury and .
property damage, liability, of $3,000,000 per occurrence. The City also requires an
Additional Insured Endorsement, as attached and incorporated herein as Exhibit D. The
policy shall name Licensor, its agents, officers, employees and volunteers as Additional
Insureds, and shall specifically provide that any insurance coverage which may be
applicable to the License Area shall be deemed excess coverage and that Licensee's
insurance shall be primary. Under no circumstances shall the above-mentioned insurance
contain a "deductible" or any other similar form of limitation on the required coverage.
Licensee is required to give the Licensor no less than thirty (30) days notice of
cancellation or reduction in coverage. No cancellation provision in any insurance policy
shall be construed in derogation of the continuous duty of Licensee to furnish insurance
during the term of this Agreement.
Section 4.03 Property Insurance
Licensee shall provide to Licensor, before entering the License Area, and shall maintain
in force during the entire term of this Agreement, property insurance with extended
4
DO NOT RECORD
coverage endorsements thereon, on the License Area in an amount equal to the full
replacement cost and/or value thereof; this policy shall contain a replacement cost
endorsement naming Licensee as the insured and shall not contain a co-insurance penalty
provision. The policy shall contain a special endorsement that such proceeds shall be
used to repair or rebuild any such improvements so damaged or destroyed; and if not so
used, such proceeds shall be paid to Licensor. The proceeds of any such insurance
payable to Licensor shall be used for rebuilding or repair as necessary to restore the
License Area at the discretion of Licensor. The policy shall name Licensor as an
Additional Insured.
The policy or policies shall also contain the following endorsements:
1. The insurer will not cancel or reduce the insured's coverage without
thirty (30) days prior written notice to Licensor; and
2. Licensor will not be responsible for premiums or assessments on the
policy.
A complete and signed certificate of insurance with all endorsements required by this
Section shall be filed with Licensor prior to the execution of this Agreement. At least
thirty (30) days prior to the expiration of any such policy, a signed and complete
certification of insurance showing that coverage has been renewed, shall be filed with
Licensor.
Section 4.04 Certificates of Insurance; Additional Insured Endorsements
Prior to execution of this Agreement, Licensee shall furnish to Licensor certificates of .
ihsuranceand additional insured endorsements to each of Licensee's insurance policies;
subject to approval of the City Attorney, evidencing the foregoing insurance coverages as
required by this Agreement; these certificates shall:
1. provide the name and policy number of each carrier and policy;
2. shall state that the policy is currently in force; and
3. shall promise to provide that such policies will not be canceled, suspended,
voided, reduced in coverage or in limits, or modified without thirty (30) days
prior written notice of Licensor; and shall state as follows:
Licensee represents to Licensor and Licensor acknowledges that Licensee self-insures in the
ordinary course of its business. Notwithstanding any other provision contained herein to the
contrary, the insurance obligations of Licensee set forth in this License may be satisfied by
endorsements to existing excesslumbrella policies written by companies of recognized
standing showing a self-insurance retention of not less than the public liability requirement.
5
DO NOT RECORD
Licensee shall maintain the foregoing insurance coverages in force throughout the term of
this Agreement. The requirement for carrying the foregoing insurance coverages shall
not derogate from the provisions for indemnification of Licensor by Licensee under the
Agreement. Licensor or its representatives shall at all times have the right to demand the
original or a copy of all these policies of insurance, which Licensee shall provide within
fifteen (15) days of Licensor's request.
ARTICLE 5 - TERMINATION AND DEFAULT
Section 5.01 Termination
(a) This Agreement may be terminated with prior written notice as follows:
(1) by Licensor if Licensee fails to pay compensation in a timely manner
as provided herein; (2) by either party upon a default of any covenant or
term hereof or set forth in the Rider attached hereto by the other party,
which default has been noticed and is not cured within fifteen (15) days of
receipt of written notice of default; or (3) by Licensee if Licensee is
unable to occupy and utilize the License Area due to any action of the
Interstate Commerce Commission or the Department of Transportation.
(b) Licensor shall have at its sole discretion the option ofterminating this
Agreement if Licensee loses its license to provide bus transportation
services for any reason, including, but not limited to, non renewal,
cancellation, or expiration of its license. Licensee shall notify the City
immediately and in writing of its inability to obtain or maintain such
permits, licenses, approvals, waivers, and exemptions. Said inability shall
be cause for termination of this Agreement.
ARTICLE 6 - ASSIGNMENT, ABANDONMENT, DEFAULT, INSOLVENCY
Section6.01 Assignment
Licensee may not assign this Agreement. This Agreement is personal to Licensee, and
Licensee will not assign, transfer or sell this Agreement or any privilege hereunder in
whole or in part, and any attempt to do so will be void and confer no right upon any third
party.
Section 6.02 Abandonment by Licensee
Should Licensee breach this Agreement and abandon the License Area prior to the
expiration of the Term, Licensor may:
(a) Continue this License in effect by not terminating Licensee's right to the
License Area, in which event Licensor shall be entitled to enforce all of its
rights and remedies under this Agreement, including the right to recover
6
DO NOT RECORD
the compensation/consideration specified in this Agreement as it becomes
due under this Agreement; or
(b) Terminate this Agreement and recover from Licensee:
1. The worth at the time of award of the unpaid compensation which has
been earned or the sum of one (1) year's compensation, whichever is
greater, at the time of termination of the Agreement; or
2. The worth at the time of award ofthe amount by which the unpaid
compensation which would have been earned after termination ofthe
Agreement until the time of award exceeds the amount of
compensation loss that Licensee proves could have been reasonably
avoided; or
3. The worth a,t the time.of award of the amountby which the unpaid
compensation for the balance of the term. ofthis Agreement after the
time of award; and,
4. Any other amount necessary to compensate Licensor for all detriment
proximately caused by Licensee's failure to perform its obligations
under this Agree~ent.' ,.. "
Section 6.03 Default by Licensee
Should Licensee default in the performance of any of the terms, conditions, or obligations
, " .' , ,
contained in this Agreement, Licensor may, in addition to.the remedies specified in
Section 6.02 of this License, re-enter and regain possession of the License Area in the
manner provided by the laws of unlawful detainer ofthe State of California then in effect
.. . {
Section 6.04 Insolvency of l.icensee
The insolvency of Licensee as evidenced by a receiver being appointed to take possession
of all or substantially all of the property of Licensee, or the making of a general
assignment for the benefit of creditors by Licensee, or the filing of a petition in
bankruptcy shall terminate this Agreement and entitle Licensor to re-enter and regain
possession of the License Area.
Section 6.05 Cumulative Remedies
The remedies given to Licensor in this Agreement shall not be exclusive, but shall be
cumulative and in addition to all remedies now and hereafter allowed by law or elsewhere
provided in this Agreement.
Section 6.06 Waiver of Breach
7
DO NOT RECORD
The waiver by Licensor of any breach by Licensee of any of the provisions of this
Agreement shall not constitute a continuing waiver or a waiver of any subsequent breach
by Licensee either of the same or another provision of this Agreement.
ARTICLE 7 -HAZARDOUS MATERIALS
Section 7.01
At the time of execution of this License, Licensor warrants that the License Area is clean
and contains no known hazardous materials. Licensee represents and warrants that it will
comply with all environmental laws during the term of this License; its use of the License
Area herein will not generate any hazardous substance, and it will not store or dispose on
the License Area nor transport to or over the License Area any hazardous substance.
Licensee further agrees to clean-up and remediate any hazardous substance on the
License Area and Property, and hold Licensor harmless from and indemnify Licensor
against any release of any such hazardous substance and any damage, loss, or expense or
, liability resulting from such release including all attorneys' fees,.costs and penalties
· incurred as a result thereof except any release caused by the sole negligence of LicensoT,
its employees or agents. "Hazardous substance" shall be interpreted broadly to mean any
substance or material defined or designated as hazardous or toxic. waste, hazardous or
toxic material, hazardous or toxic or radi9active substance, or other similar term by any
federal, state or local environmental law, regulation or rule presently in effect or
promulgated in the future, as such laws, regulations or rules may be amended from time
to time; and it shall be interpreted to include, but not be limited to, any substance which
after release into the environment will or may reasonably be anticipated to cause
sickness, death or disease.
ARTiCLE 8 ~ MISCELLANEOUS
Section 8.01 Force Majeure - Unavoidable Delays
Should the performance of any act required by this Agreement to be performed by either .
Licensor or Licensee be prevented or delayed by reason of an act of God, strike, lockout,
labor troubles, inability to secure materials, restrictive govemmentallaws or regulations,
or any other cause except financial inability not the fault of the party required to perform
the act, the time for performance ofthe act will be extended for a period equivalent to the
period of delay, and performance ofthe act during the period of delay will be excused,
provided, however, that nothing contained in this section shall excuse the prompt
payment of compensation by Licensee as required by this Agreement or the performance
of any act rendered difficult solely because of the financial condition of the party,
Licensor or Licensee, required to perform the act.
Section 8.02 Notice
Any written notice or required submittals, given under the terms of this Agreement, shall
be delivered personally, or mailed, certified mail, postage prepaid, addressed to the party
concerned as follows:
8
DO NOT RECORD
To Licensor:
Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Telefacsimile (714) 647-6956
With courtesy copies to:
Deputy City Manager for Development Services
City of Santa Ana
20 Civic Center Plaza (M-25)
P.O. Box 1988
Santa Ana, CA 92702
T elefacsimile (714) 64 7~6549
and,
City Attorney
City of Santa Ana
20 Civic Center Plaza (M-29)
P.O. Box 1988
Santa Ana; CA 92702
Telefacsimile (714) 647-6515
To Licensee:
Tres Estrellas de Oro
2414 East Florence Avenue
Huntington Park, CA 90255
A party may change its address by giving notice in writing to the other party. Thereafter,
any notice, tender, demand, delivery, or other communication shall be addressed and
transmitted to the new address. If sent by mail, any notice, tender, demand, delivery, or
other communication shall be effective or deemed to have been given three (3) days after
it has been deposited in the United States mail, duly registered or certified, with postage
prepaid, and addressed as set forth above. If sent by telefacsimile, any notice, tender,
demand, delivery, or other communication shall be effective or deemed to have been
given twenty-four (24) hours after the time set forth on the transmission report issued by
the transmitting facsimile machine, addressed as set forth above. For purposes of
calculating these time frames, weekends, federal, state, County or City holidays shall be
excluded.
9
DO NOT RECORD
Section 8.03 Contract Administrator
The Deputy City Manager for Development Services of the Community Development
Agency, or hislher designee, shall be City's License Administrator for this Agreement
and all approval and notices required to be given herein shall be so directed and
addressed.
Section 8.04 Compliance with Laws
Licensee shall at Licensee's own cost and expense comply with all statutes, ordinances,
regulations, and requirements of all governmental entities, including federal and state,
county and municipal, relating to Licensee's use and occupancy ofthe License Area
whether such statute, ordinances, regulations, and requirements be now in force or
hereinafter enacted. The judgment of any court of competent jurisdiction, or the
admission by Licensee in a proceeding brought against Licensee by any government
entity, that Licensee has violated any such statute, ordinance, regulation, or requirement
shall be conclusive as between Licensor and Licensee and shall be considered grounds
for termination of this Agreement by Licensor. Licensee will obtain all permits and other
governmental approvals, required in connection with Licensee's activities hereunder, and
update such permits/approvals as necessary.
Section 8.05 Binding on Heirs and Successors
This Agreement shall be binding on and shall inure to the benefit of the heirs, executors,
administrators, successors, and assigns of the parties hereto. The provisions of this
Section shall not be deemed to be a waiver of any ofthe conditions against assignment
set forth herein.
Section 8.06 Partial Invalidity
Should any provision of this Agreement be held by a court of competent jurisdiction to be
either invalid, void, or unenforceable, the remaining provisions of this Agreement shaH
remain in full force and effect unimpaired by the holding, so long as the reasonable
expectations ofthe parties hereto are not materially impaired.
Section 8.07 Waste or Nuisance
Licensee shall not commit or permit the commission by others of any waste on the
License Area. Licensee shall not maintain, commit, or permit the maintenance or
commission of any nuisance as defined in Section 3479 and/or Section 3480 ofthe
California Civil Code on the Property or License Area; and Licensee shall not use or
permit the use of the License Area for any unlawful purpose.
10
DO NOT RECORD
Section 8.08 Repairs
Licensee shall be required to make any repairs to the License Area occurring from
damages caused by Licensee, its employees, agents, contractors, and subcontractors.
Section 8.09 Time of Essence
Time is expressly declared to be of the essence in this Agreement.
Section 8.10 Governing Law
This Agreement has been executed and delivered in the State of California and the
validity, interpretation, performance, and enforcement of any of the clauses of this
Agreement shall be determined and governed by the laws of the State of California. Both
parties further agree that Orange County, California, shall be the venue for any action or
proceeding that may be brought or arise out of, in connection with or by reason of this
Agreement.
Section 8.11 Survival
Terms and conditions of this Agreement which by their sense and context survive the
termination or expiration of this Agreement, shall so survive.
Section 8.12 State of Emergency/Public Necessity
Due to the fact that The Depot has been designated a Homeland Security Evacuation
Center, upon the declaration of a state of emergency/public necessity, Licensor may, give
immediate notice in writing to Licensee to suspend or revoke normal operation under this
Agreement without liability to Licensee when the emergencylpublic necessity so
requires, or to suspend operation immediately hereunder temporarily in the event of
such public emergency, as may be determined by the City Manager. Such suspension
will terminate as soon as the public necessity or emergency no longer exists. Licensee
shall be compensated for any time of suspended use or operation by Licensor in the form
of an equal amount oftime added onto the term ofthe License by Licensor (i.e. Licensee
suspends operation for 2 months due to state of emergency, License is extended an
additional 2 months).
Section 8.13 Conflict oflnterest
Licensee covenants that it presently has no interest and shall not have interests, direct or
indirect, which would conflict in any manner with performance of this License
Agreement specified herein.
11
DO NOT RECORD
Section 8.14 Attorney's Fees
In the event suit is brought by either party to enforce the terms and provisions of this
Agreement or to secure the performance hereof, each party shall bear its own attorney's
fees.
Section 8.15 Exclusivity and Amendment
This Agreement constitutes the entire agreement and understanding between Licensor
and Licensee respecting the License Area, the licensing ofthe License Area to Licensee,
or the License Term herein specified, and correctly sets forth the obligations of Licensor
and Licensee to each other as of its date. Any agreements or representations respecting
the License Area or their licensing between the parties not expressly set forth in this
instrument are null and void. This Agreement or any part of it may not be changed,
altered, modified, limited or extended orally or by any Agreement between the parties,
unless such Agreement is expressed in writing, signed and acknowledged by Licensor
and Licensee, or their successors in interest.
Section 8.16 Captions
Captions used in this Agreement are for ease of reference only and shall not affect the
construction or interpretation of this Agreement.
Section 8.17 Non-Discrimination
Licensee shall not discriminate because of race, color, creed, religion, sex, marital status,
sexual orientation, age, national origin, ancestry, or disability,. as defined and prohibited
by applicable law, in the recruitment, selection, training, utilization, promotion,
termination or other employment related activities. Licensee affirms that it is an equal
opportunity employer and shall comply with all applicable federal, state and local laws
and regulations.
BALANCE OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURES ON NEXT PAGE
12
DO NOT RECORD
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by and through their authorized officers the day, month and year first written above.
ATTEST:
/
PATRICIA E, HEAL
Clerk of the Council
APPROVED AS TO FORM:
Joseph W. Fletcher, City Attorney
(jJ;~ {. ~.
BY: Lisa E. Storck
Assistant City Attorney
CITY OF SANTA ANA
-t~
City Manager
LICE
13
DO NOT RECORD
EXHIBIT A
Depot Property
14
DO NOT RECORD
EXHIBIT B
Description of License Area
15
DO NOT RECORD
EXHIBIT C
RIDER
RESPONSIBiliTIES OF lESSEE
Licensee Shall:
1. Conform to all requirements set forth by Licensor.
2. Occupy Suite 109 and Bus Bav #9 ONLY
3. Shall prohibit more than one bus on Depot property at a time.
4. Shall pay all unsecured property taxes for vehicles operating at The Depot at
Santa Ana.
5. Shall pay for all improvement costs, including all approved signage.
6. Require all ticket agents and office employees to remain behind the counter
within Suite 109 during business hours.
7. Conduct all ticket sales at Suite 109 counter inside the Depot building.
Violation of this prohibition will result in termination of this Agreement.
8. Prohibit any employee from approaching any individual on Depot property
outside of Suite 109 for the purpose of sales, marketing or any business
engagement.
9. Require all bus drivers to come into Suite 109 to conduct all business.
10. Employees shall have access to Suite 109 daily at 5:00 a.m. when The
Depot at Santa Ana opens for business.
11. Prohibit all employees from association with unlawful "gypsy cabs", "coyotes"
or "riteros" This activity is a breach of contract and will resu' Ina Ion his
Agreement.
16
DO NOT RECORD
PUBLIC ADDRESS SYSTEM USE:
1. Use of the PIA system is a privilege and will be conducted as such. Licensee
will take all necessary steps to maintain equipment in good repair. Any damage
to PIA System housed within Suite 109 will be repaired by Licensor at Licensee's
expense.
2. All announcements will always be made first in ENGLISH, in a clear,
unhurried, well-enunciated voice. Subsequently, the same announcements may
be made in any other language.
3. Before use, make sure that no one other announcements are being made.
4. Begin announcement with:
"This is a Tres Estrellas de Oro announcement..."
17
DO NOT RECORD
EXHIBIT D
ADDITIONAL INSURED ENDORSEMENT
Insurance Company
This endorsement modifies such insurance as is afforded by the provisions of
Policy # relating to the following:
1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California
92702; its officers, employees, agents and volunteers are named as additional
insureds ("additional insureds") with regard to liability and defense of suits arising
from the operations and uses performed by or on behalf of the named insured.
2. With respect to claims arising out of the operations and uses
performed by or on behalf of the named insured, such insurance as is afforded:
by this policy is primary and is not additional to or contributing with any o~her
insurance carried by or for the benefit of the additional insureds.
3. This insurance applies separately to each insured against whom
claim is made or suit is brought except with respect to the company's Iimits,of
liability. The inclusion of any person or organization as an insured shall not
affect any right which such person or organization would have as a claimant if not
so included.
4. With respect to the additional insureds, this insurance shall not be
canceled, or materially reduced in coverage or limits except after thirty (30) days
written notice has been given to the City of Santa Ana, 20 Civic Center Plaza,
Santa Ana, California 92702.
(Completion of the following, including countersignature, is required to make this
endorsement effective,)
Effective
, this endorsement form as a
part of Policy #
Issued to
Named Insured
Countersigned by
Authorized Representative
18