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HomeMy WebLinkAbout20A - AA - AGMT - TAXI SRVSREQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: SEPTEMBER 1, 2015 TITLE: AWARD SITE LICENSE AGREEMENT TO A WHITE AND YELLOW CAB INC. FOR TAXI SERVICES AT THE SANTA ANA REGIONAL TRANSPORTATION CENTER (STRATEGIC PLAN NO. 3,2C CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: •C• 1k ❑ As Recommended ❑ As Amended ❑ Ordinance on 151 Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO I�I4A►1 JIIL.34a�I4A�PJ1 f:] :4 1. Authorize the City Manager and Clerk of the Council to execute a one -year site license agreement with A White and Yellow Cab Inc., to compensate the City $3,025 per month for use of the license area, 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 exercisable by the City Manager. 2. Approve an appropriation adjustment recognizing lease income in the amount of $36,300 into the SARTC Concession -Taxi Stand Revenue Account and appropriating the same amount to the SARTC Contractual Services expenditure account. 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. When the previous taxi services agreement ended, a Request for Proposals (RFP) to solicit bids for a new contract was prepared. The RFP was advertised on the City's Planetbids online bid board. Staff also contacted Orange County Taxi Administration Program ( OCTAP), which is an association of Orange County cities and the County of Orange, created to coordinate taxicab service, oversee permitting, and provide other administrative functions. All taxicab companies registered with OCTAP were also notified of the RFP. Below is a summary of the proposals solicited, and those received: 26 Taxicab Companies were notified via email 2 Santa Ana vendors were notified via email 3 Proposals received 1 Proposals received from a Santa Ana vendor The proposals received were rated by a team from the City's Public Works, Community Development, and Finance & Management Services agencies, as well as a representative from the City of Anaheim. 20A -1 Site License Agreement for Taxi Services at the Santa Ana Regional Transportation Center September 1, 2015 Page 2 The proposals were evaluated according to the firm's corporate and management experience, driver experience, references, and compensation to the City. The ratings and proposed revenues for the three proposals received are as follows: NAME OF RESPONSIVE BIDDER AVERAGE RATING ANNUAL REVENUE TO CITY A White and Yellow Cab Inc. 84 $36,300 Yellow Cab of Greater Orange Count 82 _ $30,000 California Yellow Cab 75 $21,600 Staff is recommending that A White and Yellow Cab Company Inc. be awarded the site license agreement for taxi services at the SARTC. The proposal submitted by this firm is consistent, reasonable, and in line with staff's estimate. The agreement term will begin on September 1, 2015, and terminate on August 31, 2016, and includes options for three 1 -year extensions. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #3 Economic Development, Objective #2 (create new opportunities for business /job growth and encourage private development through new General Plan and Zoning Ordinance policies), Strategy C (promote and market Santa Ana specific strengths in the regional economy including: location, size of workforce, proximity to airport /train, and availability of industrial /commercial opportunities such as 55- freeway corridor, South Main corridor, South Bristol Street, Harbor Boulevard, Downtown and Streetcar Corridor), FISCAL IMPACT Lease income in the amount of $3,025 per month for total lease income of $36,300 per year will be deposited into the SARTC Concession -Taxi Stand Revenue Account (Account No. 06717002 - 53815) and appropriated into the SARTC Contractual Services Expenditure Account (Account No. 06717650- 62300), Public Works Agency FM /EWG /GPL Exhibits: 1. Site License Agreement APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance & Management Services Agency 20A -2 DO NOT RECORD SITE LICENSE AGREEMENT BETWEEN THE CITY OF SANTA ANA AND A WHITE AND YELLOW CAB INC. RFP NO. 15 -063 THIS LICENSE AGREEMENT ( "Agreement') is made and entered into this Ist day of September, 2015, by and between the City of Santa Ana, a charter city and municipal corporation, duly organized and existing under the constitution and laws of the State of California, herein referred to as "Licensor ", and A White and Yellow Cab, Inc., herein referred to as "Licensee ". RECITALS: A. The City of Santa Ana desires to provide taxi cab pick up and drop off services at the Santa Ana Regional Transportation Center as part of a multifaceted transportation system for patrons. After reviewing various proposals, City desires to contract for such services with Licensee. B. Licensee represents that it is qualified to provide such taxi cab 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- exchisive, 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 up to three (3) taxi cabs at any given time for pick up and drop off of passengers and for no other purpose. Exhibit 1 20A -3 DO NOT RECORD (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 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. Section 1.02 Term (a) The term of the Agreement for the License Area ( "Term ") shall be one (1) year commencing on September 1, 2015 ( "Commencement Date ") with three (3), 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. Section 1.03 Compensation/Consideration (a) Upon the Commencement Date, Licensee shall pay to Licensor monthly compensation in the amount of $3;025.00 per month ( "Compensation ") for use of the License Area. Compensation will be due upon execution of this Agreement and thereafter on or before the 5th of each month, payable to "The City of Santa Ana" and remitted to: City of Santa Ana M -13, 20 Civic Center Plaza, PO Sox 1988, Santa Ana, CA 92702. A late charge of ten percent (10 %) shall be applied to any payment hereunder 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 - Los Angeles — Riverside — Orange County, All Urban Consumers, 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. (d) Any holding over after the expiration of the'rerm 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 tenor and conditions contained herein. 20A -4 DO NOT RECORD Section 1.04 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 1.05 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 shalt 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 days of expiration/termination shall become the property of Licensor, at Licensor's option. (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 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. Any special or intense cleaning, beyond routine maintenance, required to maintain the area in a clean condition, shall be the responsibility of the Licensee. Licensee shall at its sole cost and expense, be responsible for improvement 20A -5 DO NOT RECORD and repair of the License Area, the Property, or to access roadways or other nearby facilities occurring from damages caused by Licensee, its employees, agents, contractors, and subcontractors. All improvements and repairs are to be coordinated by the City utilizing City approved vendors. (d) 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. (e) 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. (f) 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. (g) Licensee shall provide a list of the primary drivers for SARTC which shall be updated by Licensee periodically as needed. (h) Licensee shall provide taxicab service at the SARTC from 5:00 a.m. to 12:00 a.m. on a daily basis. During peak periods of 6:00 a.m. to 9:00 a.m. and 3:00 p.m. to 7:00 p.m., Monday through Friday, Licensee will provide a minimum of three taxis. (i) Licensee shall maintain its Orange County Taxi Administration Program ( OCTAP) licensing and certification. Failure to maintain such OCTAP certification shall be cause for Licensor to immediately terminate this Agreement. (j) In addition to all responsibilities denoted above, Licensee shall perform all other services required by the Licensor's Request for Proposals ( #15 -063) and contained in Licensee's Proposal submitted August 5, 2015. Both documents shall be maintained by the City of Santa Ana Department of Public Works and the responsibilities contained therein are hereby set forth as if attached in their entirety and incorporated into this Agreement by reference. Section 3.02 Liens Licensee will not pen-nit 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. 20A -6 DO NOT RECORD ARTICLE 4 — INDEMNITY AND INSURANCE Section 4.01 Indemnification, Defense, Hold Harmless Licensee shall indemnify, defend, and hold harmless City, its officers, employees, agents and representatives, from and against any and all claims, demands, suits, and causes of action, and from and against all losses and expenses (including attorney's fees,) liability, or consequential damages of any kind or nature arising out of or in connection with the Licensee's (or Licensee's subcontractors, if any) entry on or use of the License Area, other than damages resulting from City's gross negligence. 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 Licensee shall obtain and furnish to Licensor a policy of 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 in the aggregate. Licensor also requires an Additional Insured Endorsement in substantially similar form as Exhibit C. 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 tern 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. Section 4.03 Certificates of Insurance; Additional Insured Endorsements 20A -7 DO NOT RECORD 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: provide the name and policy number of each carrier and policy; 2. shall state that the policy is currently in force; and 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 shalt 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 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. 20A -8 DO NOT RECORD Section 5.02 Termination /Events of Default (a) In the event of a monetary default by Licensee, Licensor shall provide written notice to Licensee detailing the amount owed and demanding payment. If the monetary default is not cured within fifteen (15) days of the written notice, Licensor may terminate the Agreement. (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. 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 immediate 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 immediate 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 immediate 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. 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 tenninating 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 die compensation /consideration specified in this Agreement as it becomes clue under this Agreement; or (b) Terminate this Agreement and recover from Licensee: 20A -9 DO NOT RECORD 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 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 6.04 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 6.05 Waiver of Breach 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 teen 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 teen by any federal, state or local enviromnental law, regulation or rule presently in effect or 20A -10 DO NOT RECORD 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 fi•om 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 Any written notice or required submittals, given under the terns of this Agreement, shall be delivered personally, or mailed, certified mail, postage prepaid, addressed to the party concer ied as follows: To Licensor: and, 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 City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, CA 92702 Telefacsimile (714) 647 -6515 9 20A -11 DO NOT RECORD To Licensee: A White and 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. Section 8.03 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 shalt 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 8.04 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 8.05 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 10 20A -12 DO NOT RECORD 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 8.06 ` Vaste 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 8.07 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 improvements and repairs are to be coordinated by the City utilizing City approved vendors. Section 8.08 Time of Essence Time is expressly declared to be of the essence in this Agreement Section 8.09 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 8.10 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 8.11 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 8.12 Attorney's Fees 20A -13 DO NOT RECORD 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 8.13 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 8.14 Captions Captions used in this Agreement are for ease of reference only and shall not affect the construction or interpretation of this Agreement. Section 8.15 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. 12 20A -14 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: CITY OF SANTA ANA MARIA D. HUIZAR DAVID CAVAZOS Clerk of the Council City Manager APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By: Kyle llesen Dept y City Attorney RECOMMENDED FOR APPROVAL: LICENSEE: FRED MOUSAVIPOUR Executive Director Public Works Agency 13 20A -15 By: Title: Tax ID # DO NOT RECORD Exhibit A Site Plan — The Santa Ana Regional Transportation Center 14 20A -16 DO NOT RECORD Exhibit B Site Plan — The Santa Ana Regional Transportation Center with Taxi Stand Location Highlighted 15 20A -17 DO NOT RECORD Exhibit C ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY 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 92701; its officers, employees, agents, volunteers and representatives 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 other 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 limits 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 cancelled, 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 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective Policy # Issued to this endorsement form as a part of Named Insured Countersigned by Authorized Representative 16 20A -18