HomeMy WebLinkAbout20B - AA - INTERNATIONAL BUS LINES SARTCREQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
OCTOBER 3, 2017
TITLE:
AWARD SITE LICENSE AND LEASE
AGREEMENTS TO INTERNATIONAL BUS
LINES, INC., FOR BUS PASSENGER
SERVICES AT THE SANTA ANA REGIONAL
TRANSPORTATION CENTER
(STRATEGIC PLAN NO. 3,2C)
RECOMMENDED ACTION
CLERK OF COUNCIL USE ONLY:
APPROVED
❑ As Recommended
❑ As Amended
❑ Ordinance on 1" Reading .
❑ Ordinance on 2ntl Reading
❑ Implementing Resolution
❑ Set Public Hearing For
CONTINUED TO
FILE NUMBER
1. Authorize the City Manager and Clerk of the Council to execute a site license agreement with
International Bus Lines, Inc, to compensate the City $3,000 per month for use of the license
area, for bus passenger services at the Santa Ana Regional Transportation Center, for the
term of one-year with four one-year extension options exercisable by the City Manager,
subject to nonsubstantive changes approved by the City Manager and City Attorney.
2. Authorize the City Manager and Clerk of the Council to execute a site lease agreement with
International Bus Lines, Inc, to compensate the City $3,178 per month for use of lease area,
for ticket counter office space for bus passenger services at the Santa Ana Regional
Transportation Center, for the term of one-year with. four one-year extension options
exercisable by the City Manager, subject to nonsubstantive changes approved by the City
Manager and City Attorney.
3. Approve an appropriation adjustment recognizing Fiscal Year 2017-18 lease income in the
amount of $30,890 into the SARTC Operations Rental — International Bus Lines, Inc.
Revenue Account and appropriating the same amount to the SARTC Operations Contractual
Services expenditure account.
DISCUSSION
The Santa Ana Regional Transportation Center (SARTC) is a regional transportation hub that
brings together Amtrak, Metrolink, Orange County Transit Authority (OCTA), and interstate bus
services. It is open to the public seven days a week from 5:00 a.m. to midnight. The facility
contains approximately 35,000 square feet of total rental space, including ten bus bays, of which
20B-1
Award Site License and Lease Agreements to International Bus
Lines, Inc., for Bus Passenger Services at the SARTC
October 3, 2017
Page 2
four are licensed to OCTA, two to Greyhound Lines, Inc., and two to Tres Estrellas de Oro.
Currently, there is one bus bay available for lease.
In 2015, the City released a Request for Proposals (RFP) for bus passenger services at the
SARTC. Proposals were received from Tres Estrella de Oro and Greyhound Lines, Inc.
Subsequently, City Council authorized the City to enter into lease and license agreements with
each provider for two bus bays and for ticket counter office space. As bus ridership continues to
increase, the demand has also risen for space at the SARTC for local commuter bus terminals.
Since safety is of the utmost importance to SARTC patrons, the City conducted a search for a
reputable bus operator to lease the last remaining, vacant bus bay.
On August 1, 2017, the City released an RFP for bus passenger transportation services at the
SARTC to occupy one vacant bus bay. The RFP was advertised on the City's online bid
management and publication systems. In addition, staff also directly notified 14 bus passenger
service operators that expressed interest in leasing space at the SARTC. A summary of the
proposal invitations and proposals received is as follows:
14 vendors notified
1 proposal received
One proposal was received by the August 18, 2017 due date and was evaluated by staff from
Community Development, Finance and Management Services and Public Works Agencies.
Evaluation results are as follows, based on a total possible rating of 100:
NAME OF RESPONSIVE BIDDER
AVERAGE
RATING
LOCATION
International Bus Lines, Inc.
81
Newbu Park, CA
The evaluation committee determined that the proposal submitted by International Bus Lines,
Inc., was responsive to the RFP.
Following the evaluation process, staff entered into negotiations with International Bus Lines, Inc.
The following are the key agreement negotiation deal points:
• Monthly bus bay license amount for one bus bay: $3,000
• Monthly lease amount of ticket counter office space: $3,178
• Construct a new ticket counter office space of approximately 580 square feet
• Rent payments will commence upon completion of tenant improvements provided first rent
payment will be due no later than 120 days following City's approval of lease/license.
International Bus Lines, Inc., has shown they have the organizational credentials, resources, and
experience necessary to meet the City of Santa Ana's desire for quality service. Based on
20B-2
Award Site License and Lease Agreements to International Bus
Lines, Inc., for Bus Passenger Services at the SARTC
October 3, 2017
Page 3
references and the information provided in the proposal, staff has determined that International
Bus Lines, Inc., will provide the quality service at a market rate and, therefore, requests approval
of the recommended action.
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 (support
business development and job growth along transit corridors through the completion of critical
transit plans/projects including: The Fixed Guideway Project, Santa Ana Regional Transportation
Center Master Plan, Complete Streets and General Plan Circulation Element update).
FISCAL IMPACT
Lease income in the amount of $6,178 per month for a total lease income of $30,890 for Fiscal
Year 2017-18 will be deposited into the SARTC Operations Rental - International Bus Lines, Inc.
Revenue Account (Account No. 06717002-53821) and appropriated into the SARTC Contractual
Services Expenditure Account (Account No. 06717650-62300).
F ed Mousavipou
Executive Director
Public Works Agency
FM/MLM/GPL
APPROVED AS TO FUNDS AND ACCOUNTS:
Ar � �-
Francisco Gutierrez
Executive Director
Finance & Management Services Agency
Exhibits: 1. Site License Agreement - International Bus Lines, Inc.
2. Site Lease Agreement - International Bus Lines, Inc.
r�-
LICENSE AGREEMENT BY AND BETWEEN THE CITY OF SANTA ANA
AND INTERNATIONAL BUS LINES, INC. FOR USE OF THE SANTA ANA
REGIONAL TRANSPORTATION CENTER FACILITIES
This LICENSE AGREEMENT ("Agreement") by and between the CITY OF SANTA ANA, a
charter city and municipal corporation organized and existing under the Constitution and laws of the State
of California ("City") and INTERNATIONAL BUS LINES,.INC., a California corporation ("Licensee"),
is dated October 3, 2017 ("Effective Date"). Licensee and City are sometimes individually referred to as
"Party" and collectively as "Parties."
RECITALS
A. On August 1, 2017, the City issued Request for Proposal No. 17-076, by which it sought
operators to provide bus passenger services at the Santa Ana Regional Transportation Center Facilities,
located at 1000 East Santa Ana Boulevard in the City of Santa Ana ("Facilities").
B. Licensee is a provider of bus transportation services in the state of California who
submitted a responsive proposal that was selected by the City, Licensee represents and agrees that it is able
and willing to provide the scope of services as described in RFP No. 17-076 and attached herein as Exhibit
A.
C. Licensee desires the use of and access to the Facilities for a bus stop for the purpose of
drop off and pickup of its Invitees (defined below) who utilize Licensee's bus services ("Transit Services").
City desires to allow Licensee the use of and access to the Facilities for a bus stop for the purpose of drop
off and pick up of its Invitees and allowing its Invitees to utilize the Transit Services. At all times, Licensee
must meet the requirements presented in RFP 17-076 as appearing in Exhibit A.
NOW, THEREFORE, in consideration of the above recitals and the mutual covenants hereinafter
contained and for good and valuable consideration, the receipt of which is hereby aclarowledged, the Parties
agree as follows:
1. TERMS AND GRANT OF LICENSE
1.1 Facilities Subject to License. City owns the real property commonly known as the Santa
Ana Regional Transportation Center (SARTC). Subject to the terms and conditions of this Agreement,
City hereby agrees to allow Licensee the non-exclusive use of and access to one (1) bus bay at the Facilities
as a bus stop for the purpose of drop off and pick up of its Invitees (defined below). TILE BUS BAY
SUBJECT TO THIS LICENSE IS BUS BAY 44 ("License Area"). The parties understand that the City
may unilaterally reassign the License for Bus Bay #4 to another has bay in the future upon written notice
by the City and that all terms and conditions of this license will likewise apply to any replacement bus bays.
See Exhibit B for description of License Area.
1.2 Grant of License. Terms of License. City hereby grants to Licensee a non-exclusive license
("License"), during the term of this Agreement, for vehicular and pedestrian ingress to and egress from the
Facilities and vehicular and pedestrian use of the Facilities for its regularly scheduled passenger service.
Licensee shall offer patrons the ability to pay in cash or by credit card. THIS AGREEMENT IS
INTENDED AND SHALL BE CONSTRUED ONLY AS A REVOCABLE LICENSE TO USE THE
EXHIBIT 1
20B-5
LICENSE AREA AND NOT AS A LEASE OR GRANT OF ANY POSSESSORY OR OTHER
INTEREST.
1.3 Restrictions on Use of Facilities. Licensee shall not use, and shall prohibit its Agents.
(defined as follows) or Invitees (defined as follows) from using, the Facilities or License Area other than
for the purposes specified herein. The term "Agents" shall mean Licensee' officers, directors, members,
agents, employees, invitees, contractors, subcontractors, and any employees of such parties. The term
"Invitees" shall mean Licensee's invitees, guests, customers or business visitors.
1.4 City Approval of International Bus Lines Inc 's Buses. International Bus Lines, Inc. shall
provide the City with documentation listing, for each and every bus providing services at the SARTC: (1)
registered owner; (2) VIN number, (3) license plate number; (4) USDOT number; (5) proof of authorization
from the Federal Motor Carrier Safety Administration ("FMCSA" ),, (6) proof of insurance; and (7) a list of
all licensed drivers who may operate the bus, Additionally, Licensee shall. ensure that use of the Bus Bay
44 shall be by clearly marked buses identifying the International Bus Lines, Inc, company name and
USDOT number. Licensee agrees that it will provide the City with a list of buses that will use Bus Bay #4
as a precondition for use of the Bus Bays. Any additional buses must be approved by the City prior to
beginning service. The use of any non -approved bus at the SARTC is a breach of this Agreement and will
result in immediate termination thereof.
1.5_ Compensation. As consideration for its use of the Facilities, Licensee agrees to pay
$3,000.00 per month for the term of this Agreement. License fees for any partial month shall be pro -rated.
Payment shall be made payable to the City of Santa Ana, in advance for each month, no later than the 101
of the prior month, at the following address: City of Santa Ana M-13, 20 Civic Center Plaza, PO Box 1988,
Santa Ana, CA 92702. A late charge of ten percent (10%) shall be applied to any payment hereunder due
but unpaid after the 10' of the month. The consideration for this License shall be subject to a CPI
adjustment annually on the anniversary of the effective date during the term hereof The parties agree that
no payment under this Section shall be due. until the completion of all tenant improvements made by
Licensee to the Premises at SARTC that are the subject of the separate lease agreement between City and
Licensee, as determined by City, provided that the first license payment shall be due no later than 120 days
following City's approval of this License Agreement.
1.6 AS -IS Condition. City makes no representation or warranty of any kind as to the condition
of the License Area or any other matter relating to Licensee's use of the License Area. Licensee hereby
disclaims and waives any and all objections to the physical and other characteristics and conditions of the
License Area. Licensee acknowledges and agrees that the use of the License Area will be on the basis of
Licensee's own investigation of the condition of the License Area. The license to use the License Area
shall be granted on an "AS -IS," "WITH ALL FAULTS" basis, without representation or warranty
expressed or implied by City, or by operation of law. City expressly disclaims, which Licensee hereby
acknowledges and accepts, any implied warranty of condition or fitness for a particular purpose or use.
Licensee's use of the License Area shall be subject to the License Area being in a usable and safe condition
at the time of Licensee's use and Licensee shall be solely responsible for determining whether the License
Area is in such condition. In connection therewith, in the event that the License Area or access thereto is
damaged or obstructed or the use by Licensee is otherwise impaired, prevented or limited, City shall have
no obligation or duty to repair the damage or rectify the condition to make the License Area usable or safe,
1.7 Tenn and Revocation of License. The term of this License shall commence on October 3,
2017, and shall continue for one year. The term may be extended for up to four 1 -year periods by a writing
executed by the City Manager and City Attorney. City may revoke this license at any time by providing
written notice to Licensee.
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1.8 No assignment of License. The permission, rights and privileges granted hereunder are
nonexclusive and nontransferable. Licensee shall not, either voluntarily or by action of law, assign or
transfer this License or any obligation, right, title or interest assumed by Licensee herein without the prior
written consent of the City. If Licensee attempts an assignment or transfer of this License or any obligation,
right, title or interest herein, City may at its option, terminate the License pursuant to Section 1.10 below
and shall thereupon be relieved from any and all obligations to Licensee or its assignee or transferee.
1.9 Agreement to Protect and Maintain Facilities. Licensee, on behalf of its Agents and
Invitees, agrees to take all prudent action to protect the Facilities from any damage or injury caused by the
exercise of this License. Licensee shall immediately notify City of any damage or injury to the Facilities
caused by its use of the Facilities.
1.10 City's Right of Suspension Termination for Noncompliance. City reserves the right to
suspend all activities or terminate this Agreement upon Licensee' non-compliance with any of the terms or
conditions of this Agreement. Such suspension or termination shall be effective immediately.
1.11 Compliance with Laws; Re ug latory Approvals. Licensee shall, at its sole expense, conduct
and cause to be conducted all activities on the Facilities in compliance with all laws, regulations, codes,
ordinances and orders' of any governmental or other regulatory entity, and whether or not in the
contemplation of the parties.
1.12 Indemnification. Licensee shall indemnify, defend, and hold harmless City, and its
respective agents, officers, representatives, employees, subsidiaries and affiliates ("Covered Parties') from
and against any and all actions, suits, claims, demands, judgments, losses, expenses, or liabilities, injuries
and damages to persons and property, including death, arising out of or related to Licensee's use of the
License Area, the entry by any Licensee Party on the License Area or any portion of the Property or
surrounding property or Facilities, or Licensee's breach or default in the performance of any of its
obligations under this Agreement. If any action or proceeding is brought against any Covered Party by
reason of any such claim, Licensee, upon receipt of written notice from Covered Party, shall defend the
same at Licensee's sole expense with legal counsel reasonably acceptable to Covered Party. Payment shall
not be a condition precedent to recovery under any indemnification in this Agreement, and a finding of
liability or an obligation to indemnify shall not. be a condition precedent to the duty to defend. The
provisions of this Section 1.12 shall survive the termination or expiration of this Agreement.
1.13 Insurance Re uirements.
1.13.1 Licensee shall maintain commercial general liability insurance which shall
include, but not be limited to, protection against claims arising from bodily and personal injury, including
death resulting therefrom and damage to property, resulting from any act or occurrence arising out of
Licensee's use of the license area, including, without limitation, acts involving vehicles. The amounts of
insurance shall be not less than the following: single limit coverage applying to bodily and personal injury,
including death resulting therefrom, and property damage, in the total amount of $2,000,000 per occurrence
and $5,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents,
volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to
insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds
provisions.
1.13.2 Licensee shall maintain business automobile liability insurance, or equivalent
form, with a combined single limit of not less than $5,000,000 per occurrence. Such insurance shall include
coverage for owned, hired and non -owned automobiles.
20B-7
1.13.3 Pursuant to state law, Licensee is required to be insured against liability for
worker's compensation or to undertake self-insurance. Prior to commencing the performance of services
under this Agreement, Licensee agrees to obtain and maintain any employer's liability insurance with limits
not less than $1,000,000 per accident.
1.14 Certificates of Insurance- Additional Insured Endorsements. Prior to execution of this
Agreement, Licensee shall furnish to City certificates of insurance and, if applicable, additional insured
endorsements to each of Licensee's insurance policies, evidencing the foregoing insurance coverages as
required by this Agreement. These certificates shall:
a. provide the name and policy number of each carrier and policy;
b. shall state that the policy is currently in force; and
C. shall promise to provide that suchpolicies will not be canceled, suspended, voided, reduced
in coverage or in limits, or modified without thirty (30) days prior written notice of City;
and
Licensee shall maintain the foregoing insurance coverages in force throughout the term of this
Agreement. City 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 five (5) days of City's request.
2. MISCELLANEOUS TERMS
2.1 Notices. Demands and Communications between the Parties.
2.1.1 Any notice, tender, demand, delivery, or other communication pursuant to this
Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by
first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner
provided in this Section, to the following persons:
TO LICENSEE:
International Bus Lines, Inc.
2088 West Hillcrest Dr., #13208
Newbury Park, CA 91320
Attention: Richard Gomez
TO CIT :
Public Works Agency
City of Santa Ana
20 Civic Center Plaza (M-21)
Santa Ana, California 92701
Attention: Executive Director
ON
City of Santa Ana
Clerk of Council
20 Civic Center Plaza
Santa Ana, California 92701
2.1.2 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 UiAted States mail, dulyregistered or certified, with postage prepaid, and addressed as set forth above.
If sent by fax, 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
51
forth above. For purposes of calculating these time frames, weekends, federal, state, County or City
holidays shall be excluded.
2.2 Amendment. With the exception of a reassignment of the License Area as described in
section 1.1, this Agreement may be amended at any time by the mutual consent of the Parties by an
instrument in writing signed by both Parties.
2.3 Further Actions and Instruments. Each of the Parties shall cooperate with and provide
reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations
under this Agreement and the satisfaction of the conditions of this Agreement.
2.4 Countemarts. This Agreement may be signed in counterparts, each of which shall
constitute an original.
2.5 Time is of the Essence: ; For each provision of this Agreement which states a specific
amount of time within which the requirements thereof are to be satisfied, time shall be deemed of the
essence.
2.6 Governing Law. This Agreement shall be governed by the laws of the State of California
without regard to conflicts of laws principles. Any litigation or other legal proceedings which arise under
or in connection with this Agreement shall be conducted in a federal or state court located within or for
Orange County, California.- The Partiesconsent to the personal jurisdiction and venue in federal or state
court located within.or for the County of Orange, California and hereby waive any defenses or objections
thereto, including defenses based on the doctrine of forum non conveniens.
2.7 Litigation Expenses. If either party to this Agreement commences an action against the
other party to this Agreement arising out of or in connection with this Agreement, the prevailing party shall
be entitled to recover reasonable attorneys' fees, expert witness fees, costs of investigation, and costs of
suit.from the losing party.
2.8 References; Captions. Any term referencing time, days or period for performance shall be
deemed calendar days and not work days, except as otherwise specified in this Agreement. All references
to City include all officials, officers, employees, personnel, and agents of City, except as otherwise specified
in this Agreement. All references to Licensee include its official's, officers, employees, personnel, agents,
volunteers, contractors and subcontractors, except as otherwise specified in this Agreement. The captions
of the various articles and paragraphs in this Agreement are for convenience and ease of reference only,
and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.
2.9 Waiver. No delay or omission in the exercise of any right or remedy of a non -defaulting
Party on any default shall impair such right or remedy or be construed as a waiver. Either Parties' consent
or approval of any act by the other Party requiring its consent or approval shall not be deemed to waive or.
render unnecessary its consent to or approval of any subsequent act of the other Party. Any waiver by either
Party of any default must be in writing and shall not be a waiver of any other default concerning the same
or any other provision of this Agreement.
2.10 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly
declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the
exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at
the same or different times, of any other rights or remedies for the same default or any other default by the
rl- •
other Party. All warranties and promises to indemnify shall survive the termination, abandonment, or
completion of this Agreement.
2,11 Severability. In the event that any one or more of the phrases, sentences, clauses,
paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid
judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect
any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are
hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder.
2.12 Binding Effect. The terms of this Agreement shall inure to the benefit of, and shall be
binding upon, each of the Parties and their respective successors and assigns.
2.13 Authorized Representatives. The person or persons executing this Agreement on behalf
Licensee and City warrants and represents that he/she has the authority to execute this Agreement on behalf
of that Party and that he/she has the authority to bind that Party to the performance of its obligations
hereunder.
2.14 Entire Agreement. This Agreement constitutes the entire and integrated agreement of
Licensee and City with respect to the subject matter hereof and supersedes any and all prior and
contemporaneous oral or written negotiations, representations or agreements.
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:
Sonia R. Carvalho
City Attorney
By: —tj�
John Oink
Assistant City Attorney
RECOMMENDED FOR APPROVAL
FRED MOUSAVIPOUR
Executive Director
Public Works Agency
Cynthia Kurtz
Interim City Manager
INTERNATIONAL BUS LINES, INC.
By:
Title:
Tax ID #
20B-10
EXHIBIT A
SCOPE OF SERVICES
BUS PASSENGER SERVICES
AT THE
SANTA ANA REGIONAL TRANSPORTATION CENTER
RFP NO.: 17-076 '
1. Introduction and Description of Work
The Santa Ana Regional Transportation Center.(SARTC), 1000 East Santa Ana Boulevard, was built in
1985. It is a Spanish colonial structure serving Amtrak and Metrolink, is a hub for the Orange County
Transportation Authority bus system, and is also a terminal for interstate bus services, The SARTC also
leases office space to the State of California Economic Development Department, County of Orange Social
Service Agency, and the Santa Ana Work Center.
The City of Santa Ana is searching for a bus passenger service provider to offer departures seven days a
week while providing a positive overall experience by ensuring an excellent and professional service is
provided to all patrons of SARTC. SARTC has the capacity for a total of ten (10) bus bays, of which five
(5) are licensed to the Orange County Transportation Authority, two (2) are licensed to Greyhound Lines
Inc., and two (2) are licensed to Tres Estrellas de Oro. This RFP is to enter into a license agreement for the
one (1) remaining bus bay.
Please note that ticket counter space is not part of this RFP. At the selected Proposer's request, the City
will enter into negotiations for ticket counter office space at market lease rates. There is currently no ticket
counter space readily available. However, up to 580 sq. ft. of ticket counter office space can be created
from space currently occupied by Greyhound Lines Inc. The Proposer will be responsible for all tenant
improvements and must obtain all necessary permits for construction.
2. Scope of Services (but not limited to):
The City is interested in licensing one (1) bus bay for bus passenger service providers
The responses should clearly describe the Scope of Services to be provided. Provided below in general
terms are the expectations and deliverables. Proposers are encouraged to expand and elaborate in a manner
that reflects its understanding of SARTC and demonstrates its expertise and ability to perform all elements
of the proposed Scope of Services. Generally the Scope of Services includes, but is not limited to the
following:
• Licensee will provide best -in -class local/regional transportation services to SARTC patrons.
• Licensee, at its expense, shall comply with all applicable federal, state, and local laws, ordinances,
regulations, rules, and orders with respect to the use of any permitted areas.
• Licensee shall maintain all vehicles in neat, clean, mechanically sound, and painted condition at all
times.
• Licensee shall adhere to a transit schedule and provide on-time pick-up and drop-off to SARTC
patrons.
• Licensee shall maintain all proper registration for its vehicles.
20B-11
• Licensee shall maintain all proper insurance for its vehicles.
• Licensee must meet or exceed all governmental requirements regarding the inspection and
maintenance of its vehicles and provide a monthly log upon request.
• Licensee shall have a strong financial background with a multi-year successful operating history
and the resources to pay any fees promptly and in full.
• Licensee shall adhere to all rules and regulations regarding the flow ofbus/shuttle traffic at SARTC.
• Licensee shall work with SARTC management to ensure all safety protocols are strictly adhered
to.
• Licensee shall work with SARTC management to manage ridership during peak and high volume
hours.
• Licensee shall employ best -in -class drivers with all proper credentials necessary to operate a
bus/shuttle service.
• Licensee shall employee the appropriate security protocols to operate for the public good within a
facility of the scale and prominence of SARTC.
• Licensee shall receive payment from patrons via cash and/or debit/credit card.
• Selected Proposer must ensure their business name and DOT number is clearly identified on all
buses accessing SARTC. Buses with a business name and DOT number different from the Proposer
will not be allowed.
• Provide, if any, information regarding online ticket purchase capabilities for patrons.
• Licensee must notify the City as sooii as the Federal Motor Carrier Safety Administration
classifies high alert statuses of any reason.
20B-12
EXHIBIT B
Santa Ana Regional Transportation Center
20B-13
20B-14
LEASE AGREEMENT
THIS LEASE (the "Lease') is made as of October 3, 2017, by and between The City of
Santa Ana, a charter city and municipal corporation organized and existing under the
Constitution and law_ s of the State of California ("City" or "Landlord"), and INTERNATIONAL
BUS LINES, INC.; a California Corporation ("Tenant").
1. EXHIBITS: The following exhibits are attached hereto and incorporated herein by
reference:
Exhibit "A" The Premises
Exhibit "B" Additional Lease Conditions
2. PREMISES: Landlord hereby leases to Tenant, and Tenant hereby leases from
Landlord, upon the terms; covenants and subject to the conditions set forth herein, a portion of
the property located at 1000 East Santa Ana Boulevard in the City of Santa Ana, commonly
known as the Santa Ana Regional Transportation Center (SARTC). Specifically, Tenant will be
leasing the portion identified as Suite 105B, consisting of approximately 580 square feet of
interior office space, for the purpose of selling tickets to patrons in order to utilize Tenant's bus
passenger services (hereinafter referred to as the "PREMISES"). Tenant shall be solely
responsible at its own expense for all improvements made to the Premises and obtain all
necessary permits associated with the construction of a new ticket office. The Premises are more
particularly described in Exhibit A. Pending architectural assessment, the Landlord reserves the
right to reconfigure the lease space or relocate the Tenant within SARTC by providing Tenant
with a 60 -day notice of such reconfiguration or relocation.
3. COMMENCEMENT OF TERM: The term of this Lease (the "Term") shall be for a
period of one (1) year, which shall commence on October 3, 2017 (the "Commencement Date"),
unless sooner terminated or extended as provided herein. Tenant acknowledges that a condition
precedent to occupancy of the Premises is the following:
International Bus Lines, Inc. shall provide the Landlord with documentation
listing for each and every bus providing services at the SARTC: (1) registered
owner; (2) VIN number; (3) license plate number; (4) USDOT number; (5) proof
of authorization from the Federal Motor Carrier Safety Administration
("FMCSA"); (6) proof of insurance; and (7) a list of all licensed drivers who may
operate the bus. Additionally, Tenant shall ensure that use of the Bus Bays made
available to Tenant under separate License shall be by clearly marked buses
identifying the International Bus Lines, hic. company name and USDOT number.
Tenant agrees that it will provide the Landlord with a list of buses that will use
Bus Bay #4 as a precondition for use of the Bus Bays. Any additional buses must
be approved by the Landlord prior to beginning service. The use of any non -
approved bus at the SARTC is a breach of this Agreement and will result in
immediate termination of this Lease.
q tr -1 ",,%A
4. ADDITIONAL LEASE CONDITIONS: Tenant acknowledges that this lease is subject
to compliance with the additional lease conditions attached hereto as Exhibit B. These additional
lease conditions are a material part of this lease agreement and any default of these conditions
will be deemed a major breach and will subject this lease to immediate termination.
5. EXTENSION PERIODS: Landlord shall have the right, but not the obligation, to
provide Tenant the option to extend the Term for four (4) separate consecutive additional periods
of one (1) year each on the same terms and conditions as set forth in this Lease. Each option
shall be agreed to in writing by the Landlord and Tenant prior to the expiration of the Term or
any Extension Period then in effect. If Tenant does not exercise its option to extend as provided
herein, Tenant will be deemed, a holdover Tenant and subject to paragraph 7 of this lease.
6. RENT: (a) Tenant shall pay to Landlord, as rent ("Rent"), throughout the Term, the
monthly sum of Three Thousand One Hundred and Seventy Eight Dollars ($3,178.00) in
advance, on the 1 st day of each calendar month and continuing through the life of the Term.
However, payment for the first partial month shall be prorated at $105.95 per day. The Rent
includes a charge for Common Area Operating Expenses in the amount of One Thousand Seven
Hundred and Twenty Eight Dollars ($1,728.00) and shall be subject to a CPI adjustment annually
on the anniversary of the Effective Date during the term hereof. All payments of Rent and other
sums due to Landlord hereunder shall be made payable to "The City of Santa Ana" and remitted
to: City of Santa Ana M-13, 20 Civic Center Plaza, PO Box 1988, Santa Ana, CA 92702. A
LATE CHARGE OF TEN PERCENT (10%) SHALL BE APPLIED TO ANY PAYMENT
HEREUNDER DUE BUT UNPAID AFTER THE 10TH. Landlord and Tenant agree that no rent
under this Section shall be due until the completion of all improvements made to the Premises by
Tenant, as determined by Landlord, provided that the first rent payment shall be due no later than
120 days following City's approval of this Lease Agreement.
(b) Landlord and Tenant hereby agree that Rent for any Extension Period, if
the option for such is exercised, shall be subject to a CPI adjustment annually on the anniversary
of the commencement date of the term hereof.
7. HOLDOVER: Tenant has no right to retain possession of the Premises or any part
thereof beyond the expiration or termination of this Lease. In the event that Tenant holds over,
then the Rent shall be increased to 150% of the Rent applicable immediately preceding the
expiration or termination. Nothing contained herein shall be construed as consent by Landlord to
any holding over by Tenant. Any holding over by Tenant of the Premises after the expiration or
termination of this Lease shall operate and be construed as a tenancy from month to month on all
terns of this Lease, terminable by either party upon thirty (30) days prior written notice to the
other.
8. COMMON AREA OPERATING EXPENSES:
(a) "Common Area Operating Expenses" are defined, for purposes of this Lease, as
all costs incurred by Landlord relating to the ownership and operation of SARTC, including, but
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not limited to, the operation, repair and maintenance, in neat, clean, good order and condition,
and if necessary the replacement, of the following:
The Common Areas and Common Area improvements, including parking
areas, loading and unloading areas, trash areas, roadways, parkways,
walkways, driveways, landscaped areas, bumpers, irrigation systems,
Common Area lighting facilities, fences and gates, elevators, roofs, exterior
walls of the buildings, building systems, and roof drainage systems and
utilities.
ii. Exterior signs and any tenant directories.
iii. Any fire sprinkler systems.
iv. All other areas and improvements that are within the exterior boundaries of
SARTC but outside of the space occupied by a tenant.
V. The cost of pest control services, property management, security services, the
cost to repaint the exterior of any structures and the cost of any environmental
inspections.
vi. Reserves set aside for maintenance, repair and/or replacement of Common
Area improvements and equipment.
(b) Any Common Area Operating Expenses that are specifically attributable to a
specific Unit/tenant in SARTC or to the operation, repair, and maintenance thereof, shall be
allocated entirely to such Unit or tenant. However, any Common Area Operating Expenses and
that are not specifically attributable to a Unit or tenant shall be equitably allocated by Landlord
to all units/tenants in the SARTC.
9. LANDLORD'S TITLE: (a) Landlord hereby covenants, represents and warrants to
Tenant that Landlord has fee simple title to the Premises and has the full right and lawful
authority to make this Lease. Notwithstanding anything contained herein to the contrary, if there
are any liens, security interests, restrictions, leases, encumbrances, encroachments, laws,
ordinances, governmental rules or regulations, title restrictions, zoning, endangered species or
any other matters which in fact interfere with Tenant's use of the Premises, then Tenant may
terminate this Lease without owing any liability to Landlord, Landlord covenants that so long as
Tenant is not in monetary default hereunder, Tenant shall have quiet and peaceful possession and
enjoyment of the Premises, all improvements located thereon and of all easements, rights and
appurtenances thereunto belonging.
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10. DELIVERY OF POSSESSION UPON TERMINATION OR EXPIRATION OF
TERM: Tenant agrees to deliver to Landlord physical possession of the Premises upon the
tennination or expiration of this Lease in good condition excepting, however, ordinary wear and
tear, damage by fire or any other casualty, or damage from any other cause unless such other
cause is attributable to the negligence of Tenant.
11. ASSIGNMENT AND SUBLETTING: Tenant may not assign this Lease or sublet the
Premises or any part thereof without the prior written consent of Landlord.
12. TENANT'S REPAIRS, ALTERATIONS AND FIXTURES: Except for reasonable
wear and tear, Tenant agrees at Tenant's expense to maintain in good repair the foundation,
retaining walls and structural soundness of the Premises. Tenant agrees to keep the Premises in
good repair, including the plumbing, electrical wiring, air-conditioning and heating equipment.
Subject to Landlord approval, Tenant shall make and pay for any renovations, alterations and
improvements to the Premises as Tenant deems desirable and Tenant agrees that all such
alterations and improvements shall be made in a good and workmanlike manner and in such
fashion as not to diminish the value of the building, and that no such alterations shall
compromise the structural integrity of the Premises. All improvements, additions, alterations,
and major repairs shall be in accordance with applicable laws and at Tenant's own expense.
Tenant shall indemnify and defend Landlord for all liens, claims, or damages caused by
remodeling, improvements, additions, alterations, and major repairs. It shall be Tenant's duty to
keep the Premises free and clear of all liens, claims, and demands for work performed, materials
furnished, or operations conducted on the Premises at the request of Tenant. On surrendering
possession of the Premises to Landlord at the expiration or sooner termiriation of this Lease or
any Extension Period, Tenant shall not be required to restore the same to the condition existing at
the commencement of the Term and Landlord agrees to accept the Premises with all alterations
and improvements made by Tenant. Tenant expressly agrees that it shall be responsible for
constructing a new ticket counter immediately adjacent to the premises currently leased from the
City by Greyhound Bus Lines, The construction of this ticket counter shall be at Tenant's sole
cost and shall include all necessary modifications to the premises currently leased by Greyhound,
including without limitation a new or modified roll -up door. Tenant shall coordinate with
Greyhound on all such improvements.
Tenant may paint the interior of the Premises and may also paint, erect or
authorize the installation of "temporary signs" in accordance with a signage plan that is pre -
approved by the Landlord. Landlord shall not install or maintain, or permit anyone other than
Tenant to install or maintain, any signs on any part of the Premises or within the air space above
the Premises during the Term or any Extension Period of this Lease.
13. COMPLIANCE WITH LAWS: Tenant shall make and pay for nonstructural
improvements and alterations to comply with all applicable laws, rules, regulations and
ordinances of any and all applicable governmental entities (the "Governmental Laws") applying
to the physical condition of the Premises and the building located thereon and arising from
Tenant's conduct of business.
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14. UTILITIES: Tenant agrees to pay for all utilities furnished to the Premises and which
are consumed by Tenant, during the Term and any Extension Period, including all charges or
assessments for telephone, water, sewer, gas, heat, electricity, garbage disposal, trash disposal,
and -all other utilities and services of any land that may be used on the Premises.
15. ESTOPPEL CERTIFICATES: Landlord and Tenant shall, from time to time upon
thirty (30) days' request by the other (but not to exceed more than three (3) times in any given
calendar year), execute, acknowledge and deliver a statement, dated currently, certifying that this
Lease is unmodified and in full, force and effect (or, if there have been modifications, that this
Lease is in full effect as modified, and identifying such modifications) and the dates to which the
Rent have been paid, and that no default exists in the observance of this Lease and no event of
default has occurred and is continuing, or specifying each such default or event of default of
which Landlord or Tenant may have knowledge, it being intended that any such statement may
be relied upon by Landlord's or Tenant's Mortgagees, any prospective purchaser of the interest of
Landlord or Tenant in their respective premises described herein.
16. INDEMNITY: Tenant shall indemnify, defend, and hold harmless Landlord from and
against any and all liability, loss, damage, expense, and costs (including attorney's fees) due to
bodily injury, including death, to any person, or loss or damage (including loss of use) to any
property, attributable to the negligence or misconduct of Tenant, its employees, representatives,
or agents in connection with this Lease.
17. INSURANCE: Throughout the Term or any Extension Period, Tenant shall maintain
insurance as described below:
a. Commercial General Liability Insurance: Commercial general liability
insurance for injury to person (including death) or damage to property occurring within the
building arising out of the use and occupancy thereof by Tenant, its licensees, employees,
invitees, agents and' customers. The amounts of insurance shall be not less than the following:
single limit coverage applying to bodily and personal injury, including death resulting therefrom,
and property damage, in the total amount of $2,000,000 per occurrence and $5,000,000 in the
aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers
and representatives as additional insured(s); (b) be primary and not contributory with respect to
insurance or self-insurance programs maintained by the City; and (c) contain standard separation
of insureds provisions.
b. Business automobile liability insurance, or equivalent form, with a
combined single limit of not less than $5,000,000 per occurrence. Such insurance shall include
coverage for owned, hired and non -owned automobiles.
C. Worker's Compensation Insurance. In accordance with the provisions of
Section 3300 of the Labor Code, Tenant, if Tenant has any employees, is required to be insured
against liability for worker's compensation or to undertake self-insurance. Prior to commencing
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the performance of the work under this Agreement, Tenant agrees to obtain and maintain any
employer's liability insurance with limits not less than $1,000,000 per accident.
d. Property Insurance. Tenant shall maintain not less than $1,000,000 Fire
Legal liability on all real property being leased, including improvements and betterments owned
by the Landlord, and shall name the Landlord as a loss payee. Tenant shall also provide fire
insurance on all personal property contained within or on the leased premises. The policy must
be written on an "all risks" basis, excluding earthquake and flood. The Tenant shall name the
Landlord as additional insured.
e. Interruption of Business Insurance. Tenant shall, at its sole cost and
expense, maintain business interruption insurance by which the minimum monthly rent will be
paid to Landlord for a period of up to (1) year if the premises are destroyed or rendered
inaccessible by a risk insured against by a policy of standard fire and extended coverage
insurance, with vandalism and malicious mischief endorsements.
f. The following requirements apply to the insurance to be provided by
Tenant pursuant to this section:
i. If the Tenant maintains broader coverage and/or higher limits than the
minimums shown above, the Landlord shall be entitled to the broader
coverage and/or higher limits maintained by the Tenant. Any available
insurance proceeds in excess of the specified minimum limits of insurance
and coverage shall be available to the Landlord.
ii. Tenant shall maintain all insurance required above in full force and effect
for the entire period covered by this Agreement.
iii. Certificates of insurance shall be famished to the Landlord upon execution
of this Agreement.
iv. Certificates and policies shall state that the policies shall not be cancelled
or reduced in coverage or changed in any other material aspect without
thirty (30) days prior written notice to the City, except for 10 days' notice
for non-payment of premium.
V. If Tenant fails or refuses to produce or maintain the insurance required by
this section or fails or refuses to famish the Landlord with required proof
that insurance has been procured and is in force and paid for, the Landlord
shall have the right, at the Landlord's election, to forthwith terminate this
Agreement.
18. DAMAGE BY CASUALTY: (a) If the Premises is damaged or destroyed by fire, the
elements, subsidence of sublateral or subjacent support or other casualty, Tenant shall (i) within
(30) days begin repairs and (ii) restore the damaged or destroyed improvements to its condition
just prior to the damage, within ninety (90) days, or Landlord may cancel and terminate this
Lease. If this Lease is terminated as provided in this Section, Tenant shall be responsible for 180
days of rental payments and Tenant agrees to tum over to Landlord all applicable insurance
20B-20
proceeds received as compensation for damages to the Premises to the extent of actual cost of
restoration.
(b) If any such damage or destruction shall occur within the last six (6)
months of the Term, or any Extension Period, affecting more than fifty percent (50%) of the
replacement value of the improvements located on the Premises, Tenant may terminate this
Lease without owing any liability to the Landlord by notice to the Landlord within thirty (30)
days after the date of such damage or destruction, in which case Tenant agrees to turn over to
Landlord all applicable insurance proceeds received as compensation for damages to the
Premises to the extent of actual cost of restoration. If this Lease is terminated as provided in this
Section, both parties shall be relieved of any further liabilities hereunder except for obligations
accrued at the date of such damage or destruction, and any sums prepaid by Tenant shall be
apportioned and appropriately refunded to Tenant.
19. EMINENT DOMAIN: (a) If (i) all or part of the Premises, the building located
thereon, or (ii) so much of any rights in the Premises or the building located thereon shall be
taken or appropriated under any right of eminent domain or under any other legal right whereby
the taking authority is obligated to compensate Landlord therefor so that there does not remain
premises suitable.in,the sole.opinion of Tenant for the operation of its business, then Tenant may
terminate and cancel this Lease without owing any liability to Landlord as of the date on which
the condemning authority takes physical possession upon giving to Landlord written notice of
such election. Landlord agrees immediately within ten (10) days after any notice of intended or
actual taking or appropriation to give Tenant written notice thereof, providing to Tenant full
details of such taking or appropriation, including, without limitation copies of all condemnation
plans or surveys submitted by the condemning authority, a statement of the nature of the project
to be conducted by the condemning authority, and such other information as might be necessary
to enable Tenant to determine its future course of conduct. TENANT ACI NOWLEDGES
THAT LANDLORD'S EXERCISE OF ITS RIGHT TO TERMINATE THIS LEASE
UNDER ANY OF THE PROVISIONS OF THIS LEASE SHALL NOT ENTITLE
TENANT TO ANY RIGHTS OR CLAIMS FOR RELOCATION BENEFITS OR ANY
OTHER CLAIMS RELATED TO CONDEMNATION OR INVERSE CONDEMNATION.
(b) If this Lease shall be terminated and canceled as a result of any taking or
appropriation, Tenant shall be released from any further liability and Rent and other sums for the
last month of Tenant's occupancy shall be prorated and Landlord shall immediately refund to
Tenant any sums paid in advance.
(c) Tenant reserves unto itself the right to prosecute Tenant's claim for an
award for damages for the termination of this Lease caused by such appropriation or taking,
together with damages based on the value of Tenant's improvements and Tenant's fixtures and
other personal property erected or installed on the Premises and damages Tenant may sustain to
the interest in the business operated by Tenant on the Premises, including, but not limited to,
goodwill, patronage, and the removal, relocation, and replacement costs and expenses caused by
such appropriation or taking, and Tenant may file such claims as are permitted by law for the
loss of its leasehold interest, business dislocation damages, moving expense, or other damages
20B-21
caused by such taking or appropriation. Tenant's right to receive compensation or damages for
its fixtures or its personal property shall not be affected in any manner by this Lease.
20. LIENS: Tenant shall promptly remove and discharge, at its cost and expense, all
mechanic's liens, or other liens, for labor performed or materials furnished with respect to the
Premises by or for Tenant.
21, PARKING AREA: (a) All those portions of the SARTC which are not presently
occupied by buildings and which are designated parking spaces shall be available for use by
Tenant and Tenant's agents, employees, customers and invitees for parking and access to the
public streets and highways (the "Parking Area"). Tenant acknowledges that the Landlord is in
the process of evaluating a paid parking program and all tenants will be required to comply with
the parking program, if approved. Tenant further acknowledges that Landlord has entered into
an agreement with the Orange County Transportation Authority for the operations of the OC
Streetcar at SARTC, which is anticipated to begin construction in 2018. Such operations may
affect the number of parking spaces available at any one time„though it is not possible to
determine the precise effect at the time of this Lease.
22. TENANT'S DEFAULT: (a) If Tenant shall default in payment of Rent, when due,
Landlord shall forward written notice, pursuant to Section 22, of such default to Tenant, and the
failure of Tenant to cure such default within three (3) days after the date of receipt of such notice
shall, at the sole option of Landlord, cause the termination of this Lease.
(b) If Tenant shall default in the performance of any other terms or provisions
of this Lease, and if Landlord shall give to Tenant written notice, pursuant to Section 22, of such
default, and if Tenant shall fail to cure such default within thirty (3 0) days after receipt of such
notice, Landlord at its sole option, shall cause the termination of this Lease immediately.
23. HAZARDOUS SUBSTANCES: (a) As used herein, the term "Hazardous Substances”
shall mean, without limitation, any substance that is biologically or chemically active or any
hazardous, toxic, or dangerous waste, substance (including, but not limited to, lead-based paint,
asbestos or petroleum derivative substances), or material defined as such in (or for purposes of)
(i) any state, federal or local environmental laws, interpretive letters, regulations, decrees or
ordinances, (ii) the Comprehensive Environmental Response, Compensation and Liability Act,
as amended, (iii) the Resource. Conservation and Recovery Act, (iv) any of the state or local
"Super Fund", "Super Lien" or "Cleanup Lien" laws or (v) any other federal, state or local
statute, law, ordinance, code, rule, interpretive letter, regulation, order or decree regulating,
relating to or imposing liability or standards of conduct concerning any such substances or
materials or any amendments or successor statutes with respect to any of the foregoing.
(b) During the Term of this Lease, Tenant represents and warrants that no Hazardous
Substances will be stored on the Premises and no Hazardous Substances will be discharged on
the Premises by Tenant. Tenant agrees that such representations and warranties shall survive any
termination of this Lease, and Tenant agrees to indemnify and hold harmless Landlord from any
and all costs, expenses, claims and damages, including, but not limited to, attorneys' fees and
20B-22
costs of remediation, arising from Tenant's breach of any of the representations and warranties
contained in this Section.
24. NOTICE: Any notice, tender, demand, delivery, or other communication pursuant to
this Lease shall be in writing and shall be deemed to be properly given if delivered in person or
mailed by fust class or certified mail, postage prepaid, or sent by fax or other telegraphic
communication in the manner provided in this Section, to the following persons.
TO TENANT: TO CITY:
International Bus Lines, Inc. Public Works Agency
2088 West Hillcrest Dr. #B208 City of Santa Ana
Newbury Park, CA 91320 20 Civic Center Plaza (M-21)
Attention: Richard Gomez Santa Ana, California 92701
Attention: Executive Director of Public Works Agency
M M
Clerk of Council
City of Santa Ana
:... 20 Civic Center Plaza (M29)
Santa Ana, California 92701
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 fax, 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.
25. USE: For the purposes of this Lease, Tenant's intended use of the Premises is strictly
for the purpose of selling tickets to Tenant's patrons in order to utilize the International Bus
Lines, Inc. Transit Services. No other use of the Premises shall be permitted without written
consent of Landlord.
26. GENERAL PROVISIONS:
(a) This Lease (and the documents referred to herein) constitutes the entire agreement
between the parties pertaining to the lease of Suite 105B contained herein and supersedes any
and all prior and contemporaneous agreements, representations and understandings, oral or
otherwise, between or among the parties with respect to the matters contained herein.
(b) This Lease shall be binding upon, and inure to the benefit of, the parties hereto
and their respective heirs, legatees, distributes, legal representatives, successors and assigns.
20B-23
(c) This Lease shall not be modified, amended or supplemented, in whole or part,
without the prior written consent of all parties hereto. Each and every waiver of any covenant,
representation, warranty or any other provision hereof must be in writing and signed by each
party whose interests are adversely affected by such waiver. No waiver granted in any one
instance shall be construed as a continuing waiver applicable in any other instance.
(d) If any legal action or other proceeding is brought for the enforcement hereof, or
because of an alleged dispute, breach, default or misrepresentation in connection with any
provisions hereof, the successful or prevailing party or parties shall be entitled to recover
attorneys' fees, court costs and all expenses even if not taxable as court costs (including, without
limitation, all such fees, costs and expenses incident to appeals), incurred in that action or
proceeding, in addition to any other relief to which such party or parties may be entitled.
(e) This Lease shall be governed by the internal laws of the State of California
without regard to and excluding its principles of conflicts of laws.
. (f) The parties fiuther agree that upon request, they shall do such further acts and
deeds, and shall execute, acknowledge, deliver and record such other documents and
instruments, as may be reasonably necessary from time to time to evidence, confirm or carry out
the intent and purposes of this Lease.
(g) Unless the context in which used clearly requires another construction, throughout
this Lease, the masculine gender shall be deemed to include the neuter of feminine or both, the
neuter gender shall include the masculine or both, and the singular of terms shall include the
plural and vice versa. The section headings are for convenience only and shall not affect the
construction hereof.
(h) If any one or more of the provisions hereof shall for any reason be held invalid,
illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not
affect the validity or enforceability of any other provision hereof, which shall be construed as if
such invalid, illegal or unenforceable provision had never been contained herein. The parties
intend that if any provision hereof is capable of two constructions, one of which would render
the provision void and the other of which would render the provision valid, then the provision
shall have the meaning which renders it valid.
(i) Time is of the essence in the performance of each party's respective obligations.
0) This Lease may be executed simultaneously in one or more counterparts, each of
which shall be deemed an original, but all of which taken together shall constitute one in the
same instrument, and it shall not be necessary that any single counterpart bear the signatures of
all parties.
(k) Unless expressly stated to be exclusive, no remedy conferred herein shall be
deemed to be exclusive of any other remedy conferred herein or any other remedy now or
hereafter available at law or equity. All remedies conferred herein, and all remedies now or
hereafter available at law or equity, shall be deemed to be cumulative and not alternative, and
may be enforced concurrently or successively.
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20B-24
(1) All provisions of this Lease shall be construed as covenants and agreements
where used in each separate provision hereof and shall bind and inure to the benefit of the parties
hereto, their respective heirs, legal representatives, successors and assigns,
(m) All periods of time shall include Saturdays, Sundays and legal holidays; provided
that, if the last day to perform any act or give notice falls on a Saturday, Sunday or legal holiday,
then such act or notice shall be timely performed if given on the next succeeding business day.
(n) Any holding over by Tenant of the Premises after the expiration or termination of
this Lease shall operate and be construed as a tenancy from month to month on all terms of this
Lease, terminable by either party upon thirty (3 0) days prior written notice to the other.
(o) Nothing contained in this Lease shall be deemed or construed by the parties
hereto or by any third party to create the relationship of principal and agent or of partnership or
of joint venture or of any association between Landlord and Tenant, and no provision contained
in this Lease nor any acts of the parties hereto shall be deemed to create any relationship between
Landlord and Tenant other than the relationship of landlord and tenant.
27. LANDLORD'S REPRESENTATIONS: Landlord hereby covenants, warrants and
represents to Tenant that:
(a) Landlord has the sole right, legal power and authority to enter into this Lease.
(b) All required actions have been taken and satisfied by Landlord to authorize the
execution and performance of this Lease. No other proceedings or actions on the part of
Landlord are necessary to authorize this Lease or to carry out the transactions contemplated
hereby. This Agreement constitutes the legal, valid and binding obligation of Landlord
enforceable against Landlord in accordance with its terms.
(c) The individual(s) executing this Lease, on behalf of Landlord, has (or have) the
full right, legal power and actual authority to bind Landlord to the terms and conditions hereof.
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
Cynthia Kurtz
Interum City Manager
-- signatures continue on following page --
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20B-25
APPROVED AS TO FORM
Sonia R. Carvalho
City Attorney
By: �-
Johnohnk
Assistant City Attorney
RECOMMENDED FOR APPROVAL
FRED MOUSAVIPOUR
Executive Director
Public Works Agency
INTERNATIONAL BUS LINES, INC.
By:
Title:
12
20B-26
EXHIBIT A
THE PREMISES
SARTC — Suite 105B
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20B-27
r
ADDITIONAL LEASE CONDITIONS
• Tenant will provide best in class local/regional transportation services to SARTC patrons
+ Tenant, at its expense, shall comply with all applicable federal, state and local laws, ordinances,
regulations, rules and orders with respect to the use of any permitted areas.
+ Tenant shall maintain all vehicles in neat, clean, mechanically sound and painted condition at all
times
+ Tenant shall adhere to a transit schedule and provide on-time pick -lip and drop off to SARTC
patrons
Tenant shall maintain all proper registration for their vehicles
;+ Tenant shall maintain all proper insurance for their vehicles
+ Tenant must meet or exceed all governmental requirements regarding the inspection and
maintenance of their vehicles and provide monthly log
+ Tenant shall have a strong financial background with a multi-year successful operating history and
the resources to pay any fees promptly and in full
+ Tenant shall adhere to all rules and regulations regarding the flow of bus/shuttle traffic at SARTC
• Tenant shall work with SARTC management to ensure all safety protocols are strictly adhered to
+ Tenant shall work with SARTC management to manage ridership during peak and high volume
hours
+ Tenant shall employ best in class drivers with all proper credentials necessary to operate a
bus/shuttle
• Tenant shall employee the appropriate security protocols to operate for the public good within a
facility of the scale and prominence of SARTC
+ Tenant shall receive payment from patrons via cash and/or debit card/credit card
• All buses accessing SARTC must be clearly identified with Tenant business name and DOT
number
• Provide, if any, information regarding online ticket purchase capabilities for patrons
• Tenant must notify the City as soon as the FMCSA classifies high alert statuses of any reason
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