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HomeMy WebLinkAbout20A - AA SEASON BUS SERVCEREQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: 5, 2017 TITLE: APPROVE A SUPPLEMENTAL SITE LEASE AGREEMENT AND A SITE LICENSE AGREEMENT AMENDMENT WITH INTERNATIONAL BUS LINES, INC., FOR SEASONAL BUS SERVICE AT THE SANTA ANA REGIONAL TRANSPORTATION CENTER AND APPROVE AN APPROPRIATION ADJUSTMENT {STRATEGIC PLAN NO. 3,2C) l — CInPANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute a supplemental site lease agreement with International Bus Lines, Inc., to compensate the City $822 per month for the temporary lease of 150 square feet of interior office space located at the Santa Ana Regional Transportation Center, for the purpose of selling tickets to patrons, for the term beginning December 6, 2017, and ending February 28, 2018, with an option to extend the term for up to six additional months, subject to nonsubstantive changes approved by the City Manager and City Attorney. 2. Authorize the City Manager and Clerk of the Council to execute an amendment to the site license agreement with International Bus Lines, Inc., to allow immediate compensation of $3,000 per month for access to Bus Bay No. 4 at the Santa Ana Regional Transportation Center, beginning December 6, 2017, prior to completion of previously stipulated tenant improvements and upon confirmation of operating requirements identified in the agreement, subject to nonsubstantive changed approved by the City Manager and City Attorney. 3. Approve an appropriation adjustment recognizing Fiscal Year 2017-18 lease income in the amount of $2,466 and site license income in the amount of $6,000, for a total of $8,466, into the SARTC Operations Rental—International Bus Lines Revenue Account and appropriating the same amounts to the SARTC Operations Contractual Services expenditure account. 20A-1 Approve Supplemental Site Lease Agreement and Site License Amendment with International Bus Lines, Inc. December 5, 2017 Page 2 DISCUSSION The Santa Ana Regional Transportation Center (SARTC) is a regional transportation hub that brings together Amtrak, Metrolink, Orange County Transit Authority, 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. On October 3, 2017, the City Council approved a site license and site lease agreements with International Bus Lines, Inc., (IBL) for the use of a bus bay and interior office space, respectively. Compensation to the City for those agreements would be delayed until IBL completed tenant improvements to construct approximately 580 square feet of new ticket counter office space. The agreements set construction completion for no later than March 2018, at which time business operations would commence. IBL approached City staff and requested permission to operate during their peak season of the year, which is comprised of the Christmas and New Year holidays. This is much sooner than when the requisite tenant improvements could be completed. Therefore, the supplemental site lease agreement (Exhibit 1) provides IBL with temporary use of a stand-alone, kiosk space in the SARTC lobby that was to be demolished in the future (Exhibit 2). The City has negotiated with IBL to carry out the removal of the kiosk at the end of the supplemental term. IBL will be providing a $5,000 refundable deposit to guarantee that the demolition and restoration work in the SARTC lobby area is satisfactory to the City. The amendment to the site license agreement (Exhibit 3) allows for immediate compensation of $3,000 per month for access to Bus Bay No. 4 for IBL transit services operations, upon confirmation that all of the operating requirements set forth in the license agreement have been met. 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). 20A-2 Approve Supplemental Site Lease Agreement and Site License Amendment with International Bus Lines, Inc. December 5, 2017 Page 3 FISCAL IMPACT Three months of lease income at $822 per month, for a total lease income of $2,466 for Fiscal Year 2017-18, will be deposited into the SARTC Operations Rental—International Bus Lines revenue account (No. 06717002-53821) and appropriated into the SARTC Contractual Services Expenditure Account (No. 06717650-62300). Five months of site license income for Fiscal Year 2017-18 was already recognized and appropriated by Council approval of the existing site license agreement on October 3, 2017. For this site license amendment, two additional months of site license income at $3,000 per month, for a total of $6,000, will be recognized and appropriated into the accounts referenced above, for a total appropriation of $8,466. The $5,000 refundable deposit will be credited to the SARTC Tenants Security Account (No. 06701001-21660). APPROVED AS TO FUNDS AND ACCOUNTS: Fred Mousavipour Francisco Gutierrez r Executive Director Executive Director Public Works Agency Finance & Management Services Agency FM/MLM/GPL Exhibits: 1. Supplemental Site Lease Agreement— International Bus Lines, Inc. 2. Lease Area Site Map 3. Amendment to Site License Agreement — International Bus Lines, Inc. 20A-3 20A-4 LEASE AGREEMENT THIS LEASE (the "Lease") is made as of December 6, 2017 , 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" 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 "The Kiosk", consisting of approximately 150 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 the period commencing the above date (the "Commencement bate") and ending February 28 2018, 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) Iicense plate number; (4) USDOT number; (5) proof of authorization from the Federal Motor Carrier Safety Administration CTMCSA"); (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, Inc. 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 tennination of this Lease. 1 EXHIBIT 1 20A-5 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 up to six additional months 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 Eight Hundred Twenty -Two Dollars ($822.00) in advance, on the 1st day of each calendar month and continuing through the life of the Term, as prorated as necessary. The Rent includes a charge for Common Area Operating Expenses 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 (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 terms 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 not limited to, the operation, repair and maintenance, in neat, clean, good order and condition, and if necessary the replacement, of the following: 20A-6 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. 10. DELIVERY OF POSSESSION UPON TERMINATION OR EXPIRATION OF TERM: Tenant agrees to deliver to Landlord physical possession of the Premises upon the termination or expiration of this Lease in good condition excepting, however, ordinary wear and 20A-7 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. On surrendering possession of the Premises to Landlord at the expiration or sooner termination of this Lease or any Extension Period, Tenant shall be required to demolish completely "The Kiosk" and related fixtures at Tenant's sole cost, and restore the Premises to the condition of the immediately surrounding area, including without limitation floor replacement. On Tenant's execution of this Lease, Tenant shall pay to Landlord a deposit of $5,000.00 to guarantee the obligations in this Section 10. This deposit shall be refunded to Tenant on satisfaction of such obligations, as reasonably determined by Landlord in its sole discretion. 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. 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. 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 kind that may be used on the Premises. 20A-8 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 52,000,000 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 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 20A-9 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 furnished 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 furnish 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 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 20A-10 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 ACKNOWLEDGES 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 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. 20A-11 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 (30) 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 costs of remediation, arising from Tenant's breach of any of the representations and warranties contained in this Section. 8 20A-12 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 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 TENANT: International Bus Lines, Inc. 2088 West Hillcrest Dr. #B208 Newbury Park, CA 91320 Attention: Richard Gomez TO CITY: Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) Santa Ana, California 92701 Attention: Executive Director Agency MW Clerk of Council City of Santa Ana 20 Civic Center Plaza (M29) Santa Ana, California 92701 of Public Works 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 "The Kiosk" 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. (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 20A-13 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 further 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. 10 20A-14 (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 (30) 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 cant' 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 Raul Godinez 11 City Manager -- signatures continue on following page -- it 20A-15 APPROVED AS TO FORM Sonia R. Carvalho City Attorney By: John s Assistant City Attorney RECOMMENDED FOR APPROVAL FRED MOUSAVIPOUR Executive Director Public Works Agency INTERNATIONAL BUS LINES, INC. By: Title: 12 20A-16 13 EXHIBIT A 20A-17 EXHIBIT B 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-up 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 fall • 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 14 20A-18 Exhibit 2 20A-19 20A-20 FHLST AMENDMENT TO LICENSE AGREEMENT BY AND BETWEEN THE CITY OF SANTA ANA AND INTERNATIONAL BUS LINES, INC. FOR USE OF THE SANTA ANA REGIONAL TRANSPORTATION CENTER FACILMES THIS FIRST AMENDMENT to the above -referenced agreement is entered into on December 6, 2017 by and between International Bus Lines, Inc. ("Licensee"), and 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"). RECITALS A. The parties entered into Agreement No, A-2017-260, dated October 3, 2017 ("License Agreement"), by whicb City granted to Licensee a non-exclusive, revocable license for the use of Bus Bay No. 4 at the Santa Ana Regional Transportation Center ("License Area") for Licensee's passenger bus operations. B. The License Agreement remains in effect through October 2, 2018, and is subject to extension for up to four 1 -year periods. C. Under the License Agreement, the monthly fee for use of the License Area is $3,000, subject to CPI adjustment ("License Fee"), and shall not be due until the completion of all tenant improvements made by Licensee to certain premises at SARTC that are the subject of the separate lease agreement between City and Licensee No. A-2017-261, provided that the payment of the first License Fee shall be due no later than 120 days following City's approval of the License Agreement. D. The parties now wish to amend the License Agreement so that the License Fee shall be due and payable for all periods beginning December 6, 2017 and continuing through the term of the License Agreement. The parties therefore agree: 1. Section 1.5, Compensation, is amended to read in its entirety as follows: 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 10th 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 10th 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 payment under this Section shall be due for all periods beginning December 6, 2017 and continuing through the term of this Agreement. 2. Except as modified by this First Amendment, all terms and conditions of the License Agreement remain unchanged and in full force and effect. — signatures appear on following page -- Pagel of 2 IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to the License Agreement the date and year first written above. ATTEST MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO, City Attorney By: L JO UNK Assis nt City Attorney RECOMMENDED FOR APPROVAL Fred Mousavipour, Executive Director Public Works Agency CITY OF SANTA ANA RAUL GODINEZ II City Manager LICENSEE Name: Title: Page 2 of 2 20A-22