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EXHIBIT 1 <br />This CONSENT TO SUBLICENSE AGREEMENT ("Agreement") is dared as of April 16, 2024, <br />and entered into by and between the CITY OF SANTA ANA, a charter city and municipal corporation <br />existing under the Constitution and laws of the State of California ("City"), Pacific Coast Shuttles, LLC, a <br />California limited liability company dba Futura Bus Net, Inc., a California corporation ("Licensee'), and <br />Ohana Shuttles, LLC. a California limited liability company ("Sublicensee"). <br />RECITALS <br />A. Licensee and Sublicensee provide bus transportation services throughout the state of <br />California. <br />B. On October 17, 2023, Licensee entered into License Agreement No. A-2023-180 ("License <br />Agreement"), which is incorporated herein by this reference and attached as Exhibit A. The License <br />Agreement provides for the use of and access to the Santa Ana Regional Transportation Center Facilities <br />("SARTC" or "Facilities'), located at 1000 East Santa Ana Boulevard in the City of Santa Ana, for a bus <br />stop for the purpose of drop off and pick up of its lnvitecs (as defined in the License) that utilize Licensee's <br />bus services C Transit Services). The bus bay subject to this Agreement is Bus Bay ##8 ("License Area') <br />as described in Section 1.1 of the License Agreement. <br />C. Pursuant to Section 1.8 of the License Agreement, Licensee shall not, either voluntarily or <br />by action of law, assign or transfer this License or any obligation, right, title or interest assumed by Licensee <br />herein without the prior written consent of the City. <br />D. Licensee desires to allow Sublicensee the use and access of the License Area for a bus stop <br />for the purpose of drop off and pick up of its Invitees and allowing its Invitees to utilize the Transit Services. <br />NOW THEREFORE, for and in consideration of the mutual covenants and agreements herein <br />contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby <br />acknowledged, the parties hereto agree as follows: <br />1. Consent to Sublicense. Pursuant to Section 1.8 of the License Agreement, the City hereby <br />confirms its consent to the sub -license by Licensee to Sublicensee. Sublicensee acknowledges and agrees <br />that it will be bound by the terms and Conditions of the License Agreement including but not limited to <br />indemnifying the City and providing the insurance requirements more fully described in the License <br />Agreement. <br />2. Fee. As consideration for this Agreement, Sublicensee shall be required to pay $1,500.00 <br />per month in compensation to the City, as further described in Exhibit B, which is attached hereto and <br />incorporate herein by this reference. Licensee shall continue to pay the monthly license fee as provided in <br />Section 1.6 of the License Agreement. <br />3. Term. This Sublicense shall commence on May 1, 2024 and terminate on April 30, 2025, <br />with the option for the City to grant up to three (3), one (1) year renewals, exercisable by a writing by the <br />City Manager and the City Attorney, unless terminated earlier in accordance with Section 1.10 of the <br />License Agreement. In the event the City and/or Licensee terminates the License Agreement, this <br />Agreement shall automatically terminate without any further action by the City, <br />Page 1 of 3 <br />