HomeMy WebLinkAbout25F - TAXI SRVS AT SARTCREQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
JANUARY 4, 2011
TITLE:
SITE LICENSE AGREEMENT FOR TAXI
SERVICES AT THE SANTA ANA
REGIONAL TRANSPORTATION CENTER
CIT MANAGER
RECOMMENDED ACTION
CLERK OF COUNCIL USE ONLY:
APPROVED
? As Recommended
? As Amended
? Ordinance on 1" Reading
? Ordinance on 2nd Reading
? Implementing Resolution
? Set Public Hearing For_
CONTINUED TO
FILE NUMBER
Authorize the City Manager and Clerk of the Council to execute a two-year agreement with A
White & Yellow Cab Inc. subject to nonsubstantive changes approved by the City Manager and
City Attorney for taxi services at the Santa Ana Regional Transportation Center, with three one-
year extension options.
DISCUSSION
Since 1986 the City has contracted with a single company to provide taxi service as a convenience
for the Santa Ana Regional Transportation Center (SARTC) patrons. This has ensured consistent
service from a reliable taxicab company at the SARTC. A Request for Proposals (RFP) to solicit
proposals for taxi services was prepared.
The RFPs were mailed on October 25, 2010. Below is a summary of the proposals solicited, and
those received:
7 Request for Proposals mailed
2 Request for Proposals mailed to Santa Ana vendors
3 Proposals received
2 Proposals received from Santa Ana vendors
The ratings and proposed revenues for the three proposals received are as follows:
NAME OF RESPONSIVE BIDDER RATING REVENUE TO CITY
A White & Yellow Cab Inc. 93 $6,176 per month
Cabco Yellow, Inc. 76 $3,750 per month
American Ground Transportation 46 $4,000 per month
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Site License Agreement for Taxi Services
At the Santa Ana Regional Transportation Center
January 4, 2011
Page 2
The proposals received were rated by a team from the Public Works and Community Development
Agencies. The proposals were evaluated according to the firm's corporate and management
experience, driver experience, references and compensation to the City. A White & Yellow Cab
Inc. received the highest average score of 93.
The proposal submitted by this firm is consistent, reasonable, and in line with staff's estimate. It is
the current taxi service provider and has been since 2005. Staff is pleased with the quality of
service provided. Because of the quality of personnel, experience, and compensation rate, it is
recommended that A White & Yellow Cab Inc. be retained for the required services. The
agreement term will begin on January 1, 2011 and terminate on December 31, 2012 and includes
three 1-year extension options.
FISCAL IMPACT
The agreement will provide revenues to the SARTC in the amount of $6,176 per month for total
revenues of $74,112 per year in the Concession-Taxi Stand Revenue Account (accounting unit
06717002-53815).
APPROVED AS TO FUNDS AND ACCOUNTS:
i
R I Godine II Francisco Gutierrez
Executive Di ctor Executive Director
Public Works gency Finance & Management Services Agency
RG/CK
Exhibit 1: Site License Agreement.
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SITE LICENSE AGREEMENT
BETWEEN
THE CITY OF SANTA ANA
AND
A WHITE AND YELLOW CAB, INC.
THIS LICENSE AGREEMENT ("Agreement") is made and entered into this 3`d day of
January, 2011, 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 A White and Yellow Cab, Inc., a
California corporation, herein referred to as "Licensee".
RECITALS:
A. The City of Santa Ana desires to provide taxi cab services at The Santa Ana
Regional Transportation Center, and after reviewing various proposals, 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 the 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- TERMS 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 known as The Santa
Ana Regional Transportation Center ("SARTC") 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", as herein described and shown in
general in Exhibit "B", attached hereto and incorporated herein by
reference, for the purpose of accommodating a taxi cab 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
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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 of the 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 Rider 1 and Rider 2, attached hereto
and incorporated herein.
Section 1.02 Term
(a) The term of the Agreement for the License Area ("Term") shall be two
years (2) commencing on January 1, 2011 ("Commencement Date") with
three-one (1) year extensions which are exercisable at Licensor's sole
discretion. Earlier termination of this License shall be in conformance
with Section 5.02.
(b) The Licensee or Licensor must inform each other, in writing, of its interest
not to extend the term of the Agreement.
Section 1.03 Compensation/Consideration
(a) Upon the Commencement Date, Licensee shall pay to Licensor monthly
compensation in the amount of $6,176.00 per month ("Compensation") for
use of the License Area. Compensation will be due upon execution of
this Agreement and thereafter on or before the 1 st of each month, payable
to "The City of Santa Ana" and remitted to: City of Santa Ana, Public
Works Agency, ATTN: Christy Kindig, 20 Civic Center Plaza, M-21,
Santa Ana, CA 92701. A late charge of ten percent (10%) shall be applied
after any payment hereunder is due but unpaid after the l Ot" of the month.
In addition, one and one-half percent (1.5%) interest per month shall be
added for each month that payment hereunder is due but unpaid.
(b) Licensee's monthly compensation payments shall be subject to an
automatic annual adjustment of two and one-half percent (2.5%) per year
or CPI, whichever is greater, throughout the life of the Agreement.
(c) For any Renewal Term, Licensee shall pay the then current compensation,
increased by two and one-half percent (2.5%) or CPI, whichever is greater.
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(d) Any holding over after the expiration of the Term or Renewed Term, with
the consent of Licensor, shall be construed to be an extension from month
to month and shall otherwise be consistent with the terms and conditions
contained herein.
Section 1.04 Licensee's Proposal.
In response to Licensor's Request for Proposals sent out on October 25, 1020, Licensee
submitted the most responsive proposal. Licensee's Proposal dated November 23, 2010
is attached hereto as Exhibit C, and all terms and conditions contained therein are
incorporated herein as if set forth in their entirety.
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 of the 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.
ARTICLE 2 - TAXES AND UTILITIES
Section 2.01 Taxes
Licensee is responsible for all taxes on the License Area.
ARTICLE 3 - IMPROVEMENTS AND ACCESS
Section 3.01 Licensee's Responsibilities.
(a) Licensee shall hold title only to Licensee's property and any equipment
placed on the License Area by Licensee. Licensee shall be responsible for
the cost of repairing any damage to the License Area and will leave the
License Area in satisfactory condition as approved in writing by Licensor.
Licensee shall be required to remove all of its property/equipment upon
expiration/termination of the License. Any personal property, equipment
or other improvements that are not removed within thirty days of
expiration/termination shall become the property of Licensor, at
Licensor's option.
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(b) Each party shall provide access to the License Area to the other party, and
its employees, agents, contractors and 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 of ingress and egress to and from the License Area, and hereby
grants such rights to Licensee to the extent required to maintain, and
operate within the License Area. Licensee's exercise of such rights shall
not cause undue inconvenience to Licensor.
(c) Licensee shall maintain License Area in a clean condition. Licensee shall
at its sole cost and expense, be responsible for improvement and repair of
the License Area. Licensee shall be responsible for any damage to the
Property, to the License Area or to access roadways or other nearby
facilities. All improvements and repairs are to be coordinated by the City
utilizing City approved vendors.
(d) 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.
(e) Quiet Enjoyment. Upon Licensee paying the license fee reserved
hereunder, and observing and performing all of the covenants, conditions,
and provisions on Licensee's part to be observed and performed
hereunder, Licensee shall have quiet possession of its License Area for the
entire term hereof, subject to all the provisions of this License.
(f) Licensee shall enforce a company dress code which will provide
uniformity in the dress and appearance of all of its employees, as well as
in the presentation of its vehicles. In order to convey professionalism, all
drivers shall wear A White and Yellow Cab uniforms.
(g) All of the vehicles in Licensee's fleet must be kept clean, in good repair
and a like-new condition. All vehicles shall be uniform in appearance and
color, clearly displaying the company logo and phone number.
(h) Licensee shall provide a list of the primary drivers for SARTC which shall
be updated by Licensee periodically as needed. These drivers will
undergo training regarding provision of services at SARTC.
(i) Licensee shall ascertain the fitness of each of its drivers and shall enforce
appropriate disciplinary action in regards to SARTC and follow through
with disciplinary action for any violations of the actions.
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(j) Subcontractors to be used by Licensee are subject to Licensor's prior
approval. Any subcontractor performing work for Licensee upon
Licensor's Property must have commercial general liability insurance
coverage and name the City of Santa Ana as an additionally insured.
(k) Licensee shall provide taxicab service at SARTC from 5:00 a.m. to 12
Midnight on a daily basis. Peak periods of 6am to 9am and 3pm to 7pm,
Monday through Friday will have a minimum of three taxis, with five
being the preferred service level.
(1) Licensee shall maintain its Orange County Taxi Administration Program
(OCTAP) licensing and certification. Failure to maintain such OCTAP
certification shall be reason for Licensor to terminate this Agreement.
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
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,
claim, damage, expense, cost (including without limitation costs and fees of litigation of
any nature) arising out of or in connection with Licensee's use or occupancy of the
License Area, or from the conduct of its business, or from any activity, work or thing
which may be permitted or suffered by Licensee in or about the License Area, or from
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
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In addition to the Licensee's covenant to indemnify and hold harmless Licensor, Licensee
shall obtain and furnish to Licensor, a policy of general public liability insurance,
commercial general liability insurance including motor vehicle coverage for all vehicles
in Licensee's fleet of cars, servicing the License Area. The policy shall indemnify
Licensee and Licensor, its 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 $1,000,000 per
occurrence. $2,000,000 aggregate. Licensor also requires an Additional Insured
Endorsement, as attached and incorporated herein as Exhibit D. The policy shall name
the City of Santa Ana, its agents, officers, employees and volunteers as Additional
Insureds, and shall specifically provide that Licensee's insurance coverage 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. Failure to comply with the insurance provisions contained
herein shall be deemed an event of default under this Agreement.
Licensee shall maintain the required insurance certificates in accordance with the terms
of this Agreement as well as pursuant to the Orange County Taxi Administration
Program (OCTAP) standards. Should any of Licensee's insurance policies have a
deductible, the Licensee is fully responsible for payment of said deductible, with no
monetary contribution by Licensor.
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
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
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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
insurance and 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
4. Licensee shall provide the onsite Property Manager with an up to date list of the
license plate numbers for each of its insured vehicles.
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
ten (10) days of Licensor's request.
ARTICLE 5 - TERMINATION AND DEFAULT
Section 5.01 Termination in the Event of Casualty or Condemnation
(a) In the event of any damage, destruction or condemnation of the License
Area, which renders the License Area unusable or inoperable in Licensor's
judgment, Licensee shall have the right, but not the obligation, to terminate
the Agreement with respect to the subject License Area by giving written
notice to Licensor within thirty (30) days after such damage, destruction or
condemnation. If by virtue of such casualty or condemnation, Licensor
determines that the License Area is no longer adequate for Licensee to
continue its operations, or any repairs to the License Area have not been
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completed or cannot reasonably be completed within sixty (60) days from the
date of the damage, destruction or condemnation, this License Agreement
will become null and void.
(b) In the event of condemnation, unless Licensee is allowed by the condemning
authority to continue its operations in the License Area, this Agreement shall
terminate as of the date title to the Property vests in the condemning
authority or Licensee is required to cease its operations, whichever is earlier.
If any property described herein or hereinafter added hereto is taken in
eminent domain, the entire award shall be paid to Licensor.
Section 5.02 Termination/Events of Default
(a) This Agreement may be terminated on fifteen (15) days prior written
notice as follows: (1) by either party upon a default of any covenant or
term hereof by the other party, which default has been noticed and is not
cured within thirty (30) days of receipt of written notice of default,
provided that the grace period for any monetary default is only ten (10)
days from receipt of notice; or (2) by Licensee if Licensee is unable to
occupy and utilize the License Area due to any action of the Department
of Transportation.
(b) Licensor shall have at its sole discretion the option of terminating this
Agreement if Licensee loses its license to provide taxi cab transportation
services for any reason, including, but not limited to, non-renewal,
cancellation, or expiration of its license to provide such services. 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.
(c) Failure of Licensee to maintain current insurance coverage in the
amounts and pursuant to the terms contained herein shall constitute default
of contract which shall be cause for termination of this Agreement.
(d) Failure of Licensee to maintain current OCTAP certification and
required permits shall constitute default of contract which shall be cause
for termination of this Agreement by Licensor.
ARTICLE 6 - ASSIGNMENT, ABANDONMENT, DEFAULT, INSOLVENCY
Section 6.01 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-
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Section 6.02 Abandonment by Licensee
Should Licensee breach this Agreement and abandon the License Area prior to the
expiration of the Term or Renewal 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
the compensation/consideration specified in this Agreement as it becomes
due under this Agreement; or
(b) Terminate this Agreement and recover from Licensee:
The amount necessary to compensate Licensor for all detriment
proximately caused by Licensee's failure to perform its obligations
under this Agreement, including the monthly license fee for up to six
months, during which time City shall negotiate with another provider
to obtain replacement taxi services. When such services are again in
place, or after six months, whichever occurs first, Licensee's
obligation to pay monthly license fee shall terminate.
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 of the State of California then in effect.
Section 6.04 Insolvency of Licensee
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
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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
A. 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. "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 radioactive 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.
B. Licensee must keep its License Area clean and free of graffiti, trash and debris and
any substances emitted from or related to maintenance of its vehicles, including but not
limited to, substances such as oil, gasoline, transmission fluid, etc.
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 governmental laws or regulations,
or any other cause except financial inability not the fault of the party required to perform
the act, the time for performance of the act will be extended for a period equivalent to the
period of delay, and performance of the 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
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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:
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:
Executive Director of the Public Works Agency
City of Santa Ana
20 Civic Center Plaza (M-21)
P.O. Box 1988
Santa Ana, CA 92702
Telefacsimile (714) 647-5069
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:
A White & Yellow Cab Inc.
2406 S. Main Street
Santa Ana, CA 92707
Telefacsimile (714) 434-1500
ATTN: Hossein Nabati
A party may change its address by giving notice in writing to the other party. Thereafter,
any communication shall be addressed and transmitted to the new address. If sent by
mail, 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, 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.
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Section 8.03 Contract Administrator
The Executive Director of the Public Works Agency, or his 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 of the License Area and
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 of the 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 shall
remain in full force and effect unimpaired by the holding, so long as the reasonable
expectations of the 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 of the
California Civil Code on the Premises or License Area; and Licensee shall not use or
permit the use of the License Area for any unlawful purpose.
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. All
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improvements and repairs are to be coordinated by the City utilizing City approved
vendors.
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 SARTC 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 emergency/public 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 of time added onto the term of the 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 of Interest
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.
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.
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Section 8.15 Exclusivity and Amendment
This Agreement constitutes the entire agreement and understanding between Licensor
and Licensee respecting the License Area, the licensing of the 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.
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: CITY OF SANTA ANA
MARIA D. HUIZAR
Clerk of the Council
APPROVED AS TO FORM:
Joseph W. Fletcher, City Attorney
DAVID N. REAM
City Manager
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By:
Laura Sheedy
Assistant City Attorney
RECOMMENDED FOR APPROVAL: LICENSEE:
RAUL GODINEZ, II
Executive Director
Public Works Agency
RIDER #1
By:
Title:
Tax ID #
RESPONSIBILITIES OF LICENSEE
1. Licensee shall conform to all reasonable requirements set forth by Licensor.
2. Licensee shall occupy the Taxi Stand only.
3. Licensee shall pay all unsecured property taxes for vehicles operating at SARTC.
4. Licensee shall pay for all improvement costs, including all approved signage for
its License Area. All improvements must be approved by SARTC management
prior to installation and shall be performed by City approved vendors/contractors.
5. All Licensee's agents/drivers shall remain in their vehicles outside of SARTC at
the Taxi Stand at all times during Licensee's business hours. Should a driver
need to come into SARTC facility, he/she must park his/her vehicle in a marked
parking stall in the parking lot. No vehicles can remain in line at the Taxi Stand
without a driver inside.
6. Licensee's drivers will inform friends and/or relatives that they may not visit the
drivers while they are on duty at SARTC.
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7. Licensee's drivers will inform drivers from other companies that they are not
welcome to drive their competing company vehicles on the property to socialize
or for any other reason.
8. Licensee's drivers will abide by all posted regulations and safety procedures of
the facility. They shall also follow the instruction of facility management or
security staff upon request. Drivers shall refrain from any derogatory behavior.
Any driver that enters into any kind of escalated dispute or fails to abide by safety
procedures will be asked to leave the premises.
INITIALS OF LICENSEE
EVIDENCING
AGREEMENT TO THESE
TERMS:
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RIDER #2
DEDICATED TELEPHONES
1. Licensee shall at its own expense install one (1) dedicated telephone in Lobby for
travelers use in obtaining a taxicab.
2. Licensee shall at its own expense install one (1) dedicated telephone outside the
building for use by travelers in obtaining a taxicab.
3. Dedicated telephone lines shall also serve to address customer service issues,
including filing complaints regarding taxi service.
4. All Plans and preparations shall be presented to SARTC management for final
approval prior to implementation.
Licensee shall keep said telephones in good repair and "like new" condition at its
own expense.
INITIALS OF LICENSEE
EVIDENCING AGREEMENT
TO THESE
TERMS :
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Exhibit A
Site Plan - The Santa Ana Regional Transportation Center
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Exhibit B
Site Plan - The Santa Ana Regional Transportation Center with Taxi Stand Location
Highlighted
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