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Item # 24
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
September 7, 2021
TOPIC: Site License and Lease Agreements with Pacific Shuttles, Inc.
AGENDA TITLE
Approve an Appropriation Adjustment and Award Site License and Lease Agreements to
Pacific Coast Shuttles, Inc. DBA Futura Net, for Bus Passenger Services at the Santa
Ana Regional Transportation Center
RECOMMENDED ACTION
1. Authorize the City Manager to execute a Site License Agreement with Pacific Coast
Shuttles, Inc., DBA Futura Net, to compensate the City $1,500 per month for the
rental of one bus bay for bus passenger services at the Santa Ana Regional
Transportation Center, for a six-month term beginning September 8, 2021, and
ending March 7, 2022, with the option to renew of four separate, consecutive,
additional one-year renewal periods, exercisable by the City Manager, subject to non -
substantive changes approved by the City Manager and City Attorney.
2. Authorize the City Manager to execute a Site Lease Agreement with Pacific Coast
Shuttles, Inc., DBA Futura Net, to compensate the City $1,500 per month for ticket
counter office space for bus passenger services at the Santa Ana Regional
Transportation Center, for a six-month term beginning September 8, 2021, and
ending March 7, 2022, with the option of four separate, consecutive, additional one-
year renewal periods, exercisable by the City Manager, subject to non -substantive
changes approved by the City Manager and City Attorney.
3. Approve an Appropriation Adjustment recognizing Fiscal Year 2021-22 lease income
in the amount of $18,000 into the Public Works Agency — SARTC Operations, Rental
Pacific Coast Shuttle revenue account and appropriating the same amount to the
Public Works Agency-SARTC Operations, Contract Services -Professional
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
Approve Appropriation Adjustment and Agreements with Pacific Coast Shuttles, Inc.
September 7, 2021
Page 2
midnight. The facility contains approximately 35,000 square feet of total rental space,
including 10 bus bays, of which four are available (four are licensed to OCTA and two are
licensed to Greyhound Lines, Inc.).
On February 24, 2020, the City released a Request for Proposals (RFP) for bus
passenger services at the SARTC. The RFP was advertised on the City's online bid
management and publication system and the American Public Transportation Association
website. A summary of the proposal invitations and proposals received is as follows:
13 vendors downloaded the RFP
2 proposals received
Proposals were received on the March 18, 2020, due date and were evaluated by staff.
Evaluation results are as follows, based on a total possible rating of 100:
NAME OF RESPONSIVE BIDDER
AVERAGE
LOCATION
RATING
Pacific Coast Shuttles, Inc.
85
Los Angeles, CA
FlixBus, Inc.
83
Los Angeles, CA
The evaluation committee determined that the proposals submitted by both Pacific Coast
Shuttles, Inc., and FlixBus, Inc., were responsive to the RFP. Both companies are
qualified, reputable and have experience providing bus passenger services.
Following the evaluation process, staff entered into negotiations with Pacific Coast
Shuttles, Inc., and FlixBus, Inc. Due to the impacts of COVID-19, both companies
rescinded their proposals. Recently, Pacific Coast Shuttles, Inc., expressed renewed
interested in leasing space at SARTC. Given the current situation, the company amended
their proposal to include a reduced monthly rental fee. Staff recommends entering into a
lease and license agreement with Pacific Coast Shuttles, Inc., to license one bus bay and
lease ticket counter office space for a six-month period, with four one-year renewal
options.
Pacific Coast Shuttles, Inc., has shown it has the organizational credentials, resources,
and experience necessary to meet the City of Santa Ana's desire for quality service.
Based on references and the information provided in the proposal, staff has determined
that Pacific Coast Shuttles, Inc., will provide quality service at a market rate and,
therefore, staff recommends approval of the agreements (Exhibits 1 and 2).
ENVIRONMENTAL IMPACT
There is no environmental impact associated with this action.
FISCAL IMPACT
With the approval of the requested appropriation adjustment, lease income of $3,000 per
Approve Appropriation Adjustment and Agreements with Pacific Coast Shuttles, Inc.
September 7, 2021
Page 3
month for a total lease income of $18,000 for Fiscal Year 2021-22, will be recognized into
the Public Works Agency-SARTC Operations, Rental -Pacific Coast Shuttles revenue
account (No. 06717002-53829) and appropriated into the Public Works Agency-SARTC
Operations, Contract Services -Professional expenditure account (No. 06717650-62300)
for expenditure in Fiscal Year 2021-22.
Fiscal Year
Accounting Unit-
Fund Description
Accounting Unit-
Amount
Account No.
Account No. Description
REVENUE
Regional
PWA-SARTC Operations
FY 2021-22
06717002-53829
Transportation
— Rental -Pacific Coast
$18,000
Center
Shuttles
EXPENDITURE
Regional
PWA-SARTC Operations
FY 2021-22
06717650-62300
Transportation
— Contract Services-
$18,000
Center
Professional
EXHIBIT(S)
1. Site License Agreement — Pacific Coast Shuttles, Inc.
2. Site Lease Agreement — Pacific Coast Shuttles, Inc.
Submitted By: Nabil Saba, P.E., Executive Director — Public Works Agency
Approved By: Kristine Ridge, City Manager
EXHIBIT 1
LICENSE AGREEMENT BY AND BETWEEN THE CITY OF SANTA ANA PACIFIC
COAST SHUTTLES, INC. DBA FUTURA NET FOR USE OF THE SANTA ANA
REGIONAL TRANSPORTATION CENTER FACILITIES
This LICENSE AGREEMENT ("Agreement") by and between the City of Santa Ana, a municipal
corporation of the State of California ("City") and Pacific Coast Shuttles, Inc. dba Futura Net, a California
Corporation (Referred to as "Licensee") is dated as of September 7, 2021 ("Effective Date"). Licensee and City
are sometimes individually referred to as "Party" and collectively as "Parties."
RECITALS
A. Licensee is a provider of interstate bus transportation services throughout the Western United States
as well as international travel to various destinations throughout Mexico.
B. Licensee desires the use of and access to the Santa Ana Regional Transportation Center Facilities
("SARTC" or "Facilities"), located at 1000 East Santa Ana Boulevard in the City of Santa Ana, for a bus stop for
the purpose of drop off and pick up of its Invitees (defined below) that 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.
AGREEMENTS
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 acknowledged, the Parties agree as follows:
1. TERMS
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). - THE BUS BAY SUBJECT TO
THIS LICENSE IS BUS BAY #8 ("License Area"). For a description of License Area see Exhibit A attached
hereto and incorporated herein by reference. The parties understand that the City may unilaterally reassign the
License for Bus Bay #8 to another bus 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.
1.2 Term, Grant of License, Terms of License, Term. 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 LICENSE AREA AND NOT AS A
LEASE OR GRANT OF ANY POSSESSORY OR OTHER INTEREST. At all times, Licensee is required to
fully and adequately meet the requirements presented in Licensee's proposal, which is attached hereto as Exhibit
B and incorporated herein by reference. The Parties understand that the Licensee is not authorized to begin
business operations until the conditions in Section 1.5 of this Agreement have been fully complied with by
Licensee.
1.3 Term. This Agreement shall expire in six (6) months from the Effective Date with the option for
the City to grant up to four (4) one (1) year renewals, exercisable by a writing by the City Manager and the City
Attorney, unless terminated earlier in accordance with Section 1.10 of this Agreement. If, at the sole determination
of the City, the Licensee has not fully complied with Section 1.5 of this Agreement by January 15, 2021, any rights
granted to the Licensee under this Agreement shall terminate, and this Agreement shall be automatically terminated
as of that date without any further action by the City.
1.4 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 other than for the purposes specified herein. The
term "Agents" shall mean Licensee's 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.
The Invitees shall have access, during normal operating hours, to the Licensed Area by way of the common
areas of SARTC. Notwithstanding the foregoing, the public and Licensee's Invitees shall not block any paths in
ingress or egress or the permitted areas of any other licensee or tenant of SARTC.
1.5 CityApproval of Licensee's Buses.
Licensee 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) An annual list of all licensed drivers who may operate the buses, provided that Licensee may utilize
drivers not identified on the list in case of unavailability so long as all substitute drivers have all applicable licenses
and qualifications and the names and qualifications of the substitute drivers are provided to the City within fourteen
(14) days.
In the event such information is the subject of a request under the California Public Records Act, City will
refrain from disclosing personal contact or other information that may be private, but only to the extent permissible
under the Act and its interpreting authorities.
Additionally, Licensee shall ensure that use of the Bus Bays shall be by clearly marked buses identifying
the Licensee company name and USDOT number. Licensee agrees that it will provide the City with a list of buses
that will use Bus Bay #8 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 by Licensee or Licensee's failure
to have the required authorizations from USDOT and FMCA, or any other applicable government or regulatory
body, shall constitute a breach of this Agreement and will result in immediate termination thereof.
1.6 Compensation. As consideration for its use of the License Area and related Facilities, Licensee
agrees to pay a monthly fee of One Thousand Five Hundred Dollars ($1,500.00) per month ("License Fee")
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for the term of this Agreement. Licensee shall commence the payment of the License Fee on the Effective Date.
Such payment shall be made payable to the City of Santa Ana, in advance for each month, and at the following
address: 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 10' of the month. The consideration for this License shall be subject to a CPI adjustment
annually for the most current period (for All Urban Consumers) annually on the anniversary of the Effective Date
of this Agreement.
1.7 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 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.
1.8 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.
No temporary or permanent signs or awning shall be erected or maintained upon or attached to the outside
of the premises except such signs which have been approved in advance by City.
1.10 City's Right of Suspension, Termination. City reserves the right to immediately suspend all
activities or terminate this Agreement upon Licensee' non-compliance with any of the terms or conditions of this
Agreement or the Lease Agreement attached hereto as Exhibit C, and incorporated herein by reference. Such
suspension or termination shall be effective immediately.
City may temporarily suspend access to and use of all or any portion of the License Area for operational,
maintenance, repair, security, emergency or other purposes at City's discretion. City will provide Licensee with as
much notice as is reasonably possible prior to any such suspension, which notice will include: (a) the date when
such suspension of access and use will commence; (b) the anticipated duration of such suspension of access and
use; (c) the reason for such suspension of access and use; and (d) that portion of the License Area subject to such
suspension of access and use. During such periods of suspension, Licensee will be unable to access, use or operate
on that portion of the License Area to which City has suspended access and use. If, during such periods, Licensee
desires or needs to continue to operate its bus service, it shall be solely responsible for the provision of the same
without the use of that portion of the License Area over which access and use have been suspended. City shall not
be liable for any cost or damage incurred by Licensee as a result of any suspension of access or use pursuant to this
Section 1.10, including, without limitation, any consequential damages resulting therefrom. City shall use
reasonable commercial efforts to provide alternate space in the License Area during the period of suspended access
and use.
Licensee may at any time terminate the license created by this Agreement by prior written notice pursuant
to Section 2.1 of this Agreement to the City.
1.11 Compliance with Laws; Regulatory 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, 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 Licensee's breach or default
in the performance of any of its obligations under this Agreement; provided, however, that Licensee will not be
obligated to indemnify the Covered Parties from any claims arising solely from the gross negligence or willful
misconduct of a Covered Party. 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
expense with legal counsel reasonably acceptable to Covered Party. Payment of any settlement or judgment by
Covered Parties shall not be a condition precedent to recovery under any indemnification in this Agreement, and a
finding of liability or an obligation to indemnity 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 Commercial General Liability Insurance. 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 insured's provisions.
1.14 Certificates of Insurance; Additional Insured Endorsements. Prior to execution of this Agreement,
Licensee shall furnish to City certificates of insurance and additional insured status on Licensee's commercial
general liability insurance policy, 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 such policies will not be canceled, suspended, voided, reduced in
coverage or in limits, or modified without notice to City as soon as reasonably practicable or in
accordance with policy provisions, whichever is earlier.
Licensee shall maintain the foregoing insurance coverages in force throughout the term of this Agreement.
The requirement for carrying the foregoing insurance coverages shall not derogate or serve to limit from the
provisions for indemnification of City by Licensee under the Agreement. City or its representatives shall at all
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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 Formal notices, demands and communications between Licensee and City shall be deemed
sufficiently given if: (i) dispatched by registered or certified mail via the United States Postal Service, postage
prepaid, return receipt requested, as designated in this Section; or (ii) by messenger service for immediate personal
delivery; or (iii) by electronic transmittal, including fax transmissions with telephonic verification receipt. Such
written notices, demands and communications may be sent in the same manner to such other addresses as either
Party may from time to time designate by written notice to the other Party.
2.1.2 All notices, demands and communications shall be sent, as follows:
TO LICENSEE: TO CITY:
Futura Net Public Works Agency
Attention: Eric Lopez City of Santa Ana
4425 E. Olympic Blvd. 20 Civic Center Plaza (M-22)
Santa Ana, California 92701
Attention: Executive Director of Public Works
AND
City Attorney's Office
City of Santa Ana
20 Civic Center Plaza (M29)
Santa Ana, California 92701
Fax: (714) 647-6515
2.1.3 Notices that are dispatched by registered or certified mail through the United States Postal
Service shall be deemed to be received, regardless of whether or when any return receipt is received by the sender
or the date set forth on such return receipt, five (5) calendar days after deposit with the United States Postal Service.
Notices that are dispatched by messenger for immediate personal delivery services shall be deemed received upon
the day dispatched. Notices dispatched by express delivery services shall be deemed received upon execution of
the delivery receipt by the Party receiving such notices. Notices dispatched through electronic transmittals shall be
deemed received upon telephonic verification of such receipt.
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 Counterparts. 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. This Agreement shall be deemed to have been made in the County of Orange,
California, regardless of the order of the signatures of the Parties affixed hereto. 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 Parties consent 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 Construction; References; Captions. Since the Parties or their agents have participated fully in the
preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair
meaning, and not strictly for or against any Party. 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, agents, volunteers, contractors and subcontractors of City,
except as otherwise specified in this Agreement. All references to Licensee include its officials, officers, employees,
personnel, agents, volunteers, contractors and subcontractors, except as otherwise specified in this Agreement. The
captions of the various articles and paragraphs 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 other Party. All warranties
and promises to indemnify shall survive the termination, abandonment, or completion of this Agreement.
2.11 Legal Counsel. Each Party acknowledges that: (i) it has read this Agreement; (ii) it has had the
opportunity to have this Agreement explained to it by legal counsel of its choice; (iii) it is aware of the content and
legal effect of this Agreement; and (iv) it is not relying on any representations made by the other Party or any of the
employees, agents, representatives, or attorneys of the other Party, except as expressly set forth in this Agreement.
2.12 Severabilitv. 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.
M
2.13 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.
2.14 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.
2.15 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:
Daisy Gomez
Clerk of the Council
APPROVED AS TO FORM:
Sonia R. Carvalho
City Attorney
Jose Montoya
Deputy City Attorney
RECOMMENDED FOR APPROVAL:
Nabil Saba
Executive Director
Public Works Agency
CITY OF SANTA ANA
Kristine Ridge
City Manager
FUTURA NET
Eric Lopez fl
Operations Manag>;;�
EXHIBIT "A"
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EXHIBIT "B"
SEALED PROPOSAL FOR
RFP 20-032
BUS PASSENGER SERVICES
SANTA ANA REGIONAL TRANSPORTATION CENTER
DO NOT OPEN WITH REGULAR MAIL
City of Santa Ana
Attn: Gabriela P. Lomeli
Public Works Agency; M-22
20 Civic Center Plaza; Ross Annex
Santa Ana, CA 92701
d. Monthly Bus Bay Rental Fee
For our Option B: 1 Bus Bay we propose paying the rent of $3,000.00 for the Bus
Bay to which we are assigned.
II. SCOPE OF SERVICES AND SCHEDULES
Futura Net proposes to operate inside of SARTC, with regular departures from
6:00am-10:00pm. Our proposed departure times departing from Santa Ana to the
south, with destinations to San Diego, San Ysidro, Otay, Cross Border Xpress, Tijuana
Airport, Tijuana Bus Station and cities throughout Mexico are as follows: 6:15am,
7:30am, 8:30am, 9:30am, 10:30am, 11:30am, 12:30pm, 2:30pm, 4:OOpm, 5:OOpm,
6:OOpm, 7:OOpm, 8:OOpm, and 9:OOpm. Our departure times headed north and east
from Santa Ana, with destinations to Los Angeles, San Fernando, Las Vegas, Phoenix,
El Paso, Bakersfield, Fresno, Stockton, Sacramento, states of Oregon, Washington, are
as follows: B:OOam, 9:OOam, 10:00am, 11:00am, 12:OOpm, 1:OOpm, 2:OOpm, 3:OOpm,
4:OOpm, 5:OOpm, 6:OOpm, 7:OOpm, 8:OOpm, 9:OOpm, 10:OOpm.
We pride ourselves in our safety record and the consistency of our departure
times. Although departure times are subject to change due to extreme traffic conditions
and weather conditions, it is rare for our departures to vary dramatically. Futura Net
plans to have a total of 30 arrivals and departures per day operating a total of 16 hours
per day 365 days of the year, providing service to the traveling public at the SARTC.
Our fleet of shuttles allows us to offer a shuttle service for travelers to any local
address from the SARTC. Our shuttle service would also compliment the other tenants,
as we do in our other locations, to provide for travelers service to and from the doorstep
of their house or address that they choose. This largely eliminates the need for taxi,
Uber and Lyft services which often impact terminals in the amount of unnecessary
motor vehicle traffic. We plan to extend our personalized Shuttle service at the SARTC.
As in our other terminals, we would assign a manager on duty at the SARTC to ensure
that our operations are running smoothly at all times.
III. GENERAL
Company Name: Pacific Coast Shuttles LLC dba Futura Net - provides bus and shuttle
services.
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Sister Company: Futura Bus Net, Inc. - provides ticket sales
Purpose of bus service: Our service currently connects travelers between the San
Diego/Tijuana area directly through to Los Angeles. The purpose of establishing a
terminal in Santa Ana is to reduce the impact of our Shuttle service from our Los
Angeles hub and to connect travelers to and from Orange County with our current
routes. Connecting SARTC would reduce the burden on our Orange County customers
from having to drive to our Los Angeles hub in order to get to their desired destination.
Opening a terminal in SARTC would permit more customers to utilize our services as
well as providing an additional stop to our current routes.
We provide bus service to our more distant locations and Shuttle Service
throughout Southern California. Our Shuttle Service departs hourly to provide
door-to-door service to our Southern California customers. Customers can be picked
up at the SARTC and take a trip to San Diego and either arrive at the San Diego
terminal as a final destination or be transported directly to their hotel or residence within
certain parameters. Customers can arrive at SARTC and we would transport them
directly to their hotel or residence in Orange County.
We currently operate the most crossed border in the world, where 25,000
pedestrians cross near our Transit Center in San Ysidro/Tijuana. Many of these
pedestrians utilize our Shuttle Service to travel to Los Angeles and Orange Counties.
We provide a service to bring as many of those travelers whose final destination is in
Orange County, to the city of Santa Ana. Our Shuttle Service will be a boost to the
Santa Ana local economy.
Anticipated monthly rental amount per bay: We propose to pay $3,000.00 per month
for the single bay based upon the rent which we pay in our other locations in the Los
Angeles Bus Terminal and the International Transit Center at the San Ysidro Port of
Entry. Additionally, we intend to lease a ticketing booth in SARTC as we do in other
terminals. The anticipated monthly rental of the booth is $2,000 per month, which will
be used to sell tickets from. Our total anticipated rental from SARTC is $5,000 per
month. See attachment 3-6: Fee Schedule.
At the Los Angeles Bus Terminal, our total lease amount is $6,180.00 per month
for our bus bays and our separate booth combined for ticket sales. At the International
Transit Center at the San Ysidro Port of Entry, our Bus Bay lease is $1,630.00 per bay
and our ticket booth is $2,185.00 per month for a total of $3,815.00 per month.
Anticipated destinations: Our anticipated destinations from the SARTC are the
following: San Diego, San Ysidro, Otay, Cross Border Xpress, Tijuana Airport, Tijuana
Bus Station, Los Angeles, Huntington Park, Fontana, Pacoima, Bakersfield, Fresno,
10
Merced, Modesto, Stockton, Sacramento, Redding, Arizona (Phoenix, Tucson), Texas
(El Paso), Nevada (Las Vegas), Utah (Saint George, Cedar City, Salt Lake City),
Oregon (Medford, Eugene, Salem, Portland), Washington (Tacoma, Seattle, Everett),
and Mexico (Chihuahua, Torreon, Fresnillo, Jerez, Zacatecas, Leon, Irapuato, Morelia,
Guadalajara, Aguascalientes, Mexico City, Nogales, Ciudad Obregon, Los Mochis,
Culiacan, Mazatlan, Tepic).
Other transit stops: Futura Net serves numerous transit locations throughout Southern
California, including stops in Pacoima, Downtown Los Angeles, East Los Angeles, San
Ysidro, Fontana, as well as transit stops throughout Mexico, including Fresnillo, Jerez,
Huejucar, Tlaltenango. We also serve transportation locations through our competitive
partnerships at numerous other pick up and drop off points.
Proposed transportation schedule: Southbound departures every hour at the bottom
of the hour. Northbound/Eastbound departures every hour at the top of the hour.
Operating from 6:00am until 10:00pm.
Total estimated trips per day: 30
On time percentage: 97%
Expected ridership daily, monthly, and annually: Our current expected ridership
annually is 120,000 riders, which is approximately 6,000 to 12,000 passengers per
month depending upon seasonal demand. Our daily demands range from about 225 to
480 passengers daily.
Company local address: 4425 E. Olympic Blvd. Los Angeles, CA 90023
Phone: (323)266-2233
Ownership Detailer: Privately held California limited liability company whose Managing
Member is Tavin Lopez, Operations Manager is Eric Lopez, Legal services and
business consulting by Orloff & Associates APC. Management operations supported by
Rafael Lopez. Ticket sales through Futura Bus Net Inc.
Account Representative: Eric Lopez
Phone: (562)805-3565
Certifications: Bachelor of Science from California State University, Long Beach,
Secretary of the Border Transportation Council.
11
Any recent defaults: No
Any recent bankruptcies: No
Any lawsuits with station/station manager: No
Years in business: Pacific Coast Shuttles LLC - 5 years. Futura Net - 13 years
Proof of Insurance: Yes
IV. FEE PROPOSAL / FEE SCHEDULE
$3,000 per month for the lease of the bus bay Option B - one bus bay only.
Proposed additional $2,000 per month for the lease of the ticket booth. See attached
3-6 Fee Schedule
V. CERTIFICATIONS/STATEMENTS
Attachment 3-1: Non Collusion Affidavit
Attachment 3-2: Non -Lobbying Certification
Attachment 3-3: Non -Discrimination Certification
Attachment 3-4: Agreement Statement
Attachment 3-5: References
Attachment 3-6: Fee Schedule
12
Appendix
ATTACHMENT 3-6: FEE SCHEDULE
Certification -1 certify that I have read, understand and agree to the terms and conditions
of this Request for Proposals. 1 have examined the Scope of Services (Appendix:
Attachment 1) and am familiar with the scope of work. I am familiar with all the existing
conditions and limitation that may impact work requests. I understand and agree that
am responsible for reporting any errors, omissions or discrepancies to the City for
clarification prior to the submission of my proposal.
Proposer Fee — Fee shall be based on either Option A or B
TO: CITY COUNCIL OF THE CITY OF SANTA ANA
FROM: Pglcli \ic LbaA S'nu-4le-s L L( DBA E)hjra, OeJ
Item #
Bid Item (by Site)
Monthly Fee Proposed
Annual Fee Proposed
Option A
2 Bus Bays
$
$
Option B
1 Bus Bay
$
$
LnoL4 Sti-Wes LV
COMPLETE LEGAL NAME OF COMPANY
NESS ADDRESS STREET
A !FA rc, ties
TAXPAYER I.
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ITY/STATE ZIP
AX
TURE OF AuTHbR19ED AGENT NAME (PRI T) TITLE
T.S/4 If i TL e—S i6D— GY► A/( . 0sAA ,:? 2-5 71J —1 -?-D%
ADDRESS PHONE NUMBER
CSLB NUMBER DIR REGISTRATION NUMBER
City of Santa Ana — RFP 20-032
Bus Passenger Services at SARTC
A3-6 (page 1)
EXHIBIT "C"
LEASE AGREEMENT BY AND BETWEEN THE CITY OF SANTA ANA AND
PACIFIC COAST SHUTTLES, INC. DBA FUTURA NET FOR USE OF THE SANTA
ANA REGIONAL TRANSPORTATION CENTER FACILITIES
THIS LEASE AGREEMENT (the "Lease") is dated as of August 17, 2021, by and
between the City of Santa Ana, a Municipal Corporation ("Landlord" or "City"), and Pacific
Coast Shuttles, Inc. dba Futura Net, a California Corporation ("Tenant"). City and Tenant are
sometimes individually referred to as "Party" and collectively as "Parties."
reference:
EXHIBITS: The following exhibits are attached hereto and incorporated herein by
Exhibit "A" The Premises
Exhibit `B": License Agreement
Exhibit "C" 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 the Tenant's services
(hereinafter referred to as the "PREMISES"). The PREMISES are more particularly described in
Exhibit "A" attached hereto and incorporated herein by reference. The Landlord reserves the
right to reconfigure the lease space or relocate the Tenant within SARTC by providing Tenant with
a 30-day notice of such reconfiguration or relocation.
3. TERM: This Lease shall expire six (6) months from the Commencement Date. If,
at the sole determination of the City, the Tenant has not fully complied with Section 1.5 of Exhibit
"B" attached hereto and incorporated herein by reference, any rights granted to the Tenant under
this Lease shall terminate, and this Lease Agreement shall be automatically terminated as of that
date without any further action by the City.
Tenant acknowledges that a condition precedent to occupancy of the Premises is the following:
At all times, Tenant shall provide the Landlord with documentation listing for each and
every bus providing services at the SARTC in accordance with the terms and conditions outlined
Section 1.5 of Exhibit `B". Notwithstanding Section 20 of this Agreement, Tenant's failure to
abide by Section 1.5 of Exhibit `B" constitutes a breach and will result in the immediate
termination of this Lease Agreement.
4. ADDITIONAL LEASE CONDITIONS: Tenant acknowledges that this lease is
subject to compliance with the additional lease conditions attached hereto as Exhibit "C" attached
hereto and incorporated herein by reference. These additional lease condition 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 City Manager and Tenant prior to the expiration of the Term or any
Extension Period then in effect.
6. RENT: Upon the Commencement Date, if any, (a) Tenant shall pay to Landlord,
as rent ("Rent"), throughout the Term, the monthly sum of One Thousand Five Hundred Dollars
($1,500.00) in advance, on the 1st day of each calendar month and continuing through the life of
the Term. Tenant shall commence the payment of Rent and other charges payable pursuant to this
Lease on the Commencement Date. 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 OFTEN
PERCENT (10%) SHALL BE APPLIED TO ANY PAYMENT HEREUNDER DUE BUT
UNPAID AFTER THE 1 OTH OF THE MONTH. 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 Effective Date of this Agreement.
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. 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.
9. DELIVERY OF POSSESSION UPON TERMINATION OR EXPIRATION OF
TERM: Tenant agrees to deliver to Landlord physical possession of the Premises upon the
2
termination 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.
10. ASSIGNMENT AND SUBLETTING: Tenant may not assign this Lease or sublet
the Premises or any part thereof without the prior written consent of Landlord.
11. TENANT'S REPAIRS, ALTERATIONS, FIXTURES: Except for reasonable wear
and tear, Landlord agrees at Landlord's expense to (1) construct a wall to separate Suite 105B from
the remainder of the Premises such that Suite 105B is a standalone suite, (2) provide general
building maintenance, and (3) maintain in good repair the foundation, retaining walls and structural
soundness of the Premises. Landlord agrees to keep the Premises in good repair, including the
plumbing, electrical wiring, air-conditioning and heating equipment. Subject to Landlord
approval, Tenant may 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 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 made by Tenant. It shall be Tenant's '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 termination of this Lease or any Extension Period, Tenant shall be required
to return the premises in the same condition upon commencement of lease except for normal wear
and tear.
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.
12. 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 arising from Tenant's conduct of business. TENANT
ACKNOWLEDGES THAT THE PREMISES HAS NOT UNDERGONE AN INSPECTION BY
A CERTIFIED ACCESS SPECIALIST (CASP).
13. Intentionally Omitted.
3
14. 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.
15. LIABILITY 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
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. The following requirements apply to the insurance to be provided by
Tenant pursuant to this section:
al
i. Tenant shall maintain all insurance required above in full force and effect
for the entire period covered by this Agreement.
ii. Certificates of insurance shall be furnished to the Landlord upon execution
of this Agreement.
iii. 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.
iv. 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.
16. DAMAGE BY CASUALTY:
i. In the event of a fire or other casualty in the Premises, Tenant shall
immediately give notice thereof to Landlord.
ii. If the Premises, through no fault of Tenant, its agents, employees, invitees,
or visitors, shall be partially destroyed by fire or other casualty so as to
render the Premises untenantable as reasonably determined by Landlord,
Rent shall abate in proportion to the percentage of square footage of the
Premises rendered unusable until such time as the Premises are made
tenantable as reasonably determined by Landlord.
iii. Except where Landlord is not obligated to repair or rebuild the Building or
the Premises, Landlord will use due diligence to repair the same (except
that Landlord will have no obligation to repair or replace any alteration,
addition, or improvements to the Premises other than the Tenant
Improvements installed at Landlord's expense which will be repaired only
to the level of Building Standard Improvements).
iv. In the event of (i) the total destruction of the Premises, (ii) the partial
destruction of the Premises or the Building where the same is so damaged
that it cannot, in Landlord's reasonable opinion, be repaired within ninety
(90) days of the occurrence of such damage, or (iii) damage or destruction
as a result of any casualty for which insurance proceeds are not available
to pay 100% of the cost of repair or rebuilding, Landlord will have no
obligation to repair or rebuild the Premises or the Building. Landlord will
make its determination whether to repair or rebuild within ninety (90) days
of the occurrence of such damage or destruction. Upon notification to
Tenant of Landlord's decision not to repair or rebuild, this Lease shall
terminate.
5
17. 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.
18. 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.
19. PARKING AREA: Tenant 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 under construction. Such operations may affect the number of parking spaces
71
available at any one time, though it is not possible to determine the precise effect at the time of
this Lease. Surface Parking Lots I and 2 allow up to 72-hour parking. Landlord will provide
parking passes to identify all Tenant vehicles parked at SARTC at no cost to Tenant. If the parking
structure at SARTC is full, Tenant and Tenant's agents, employees, customers and invitees must
use the surface lots at SARTC.
20. 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 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 option, shall cause the termination of this Lease immediately.
21. 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.
22. NOTICE: All notices or demands required or permitted to be given or served
pursuant to this Lease shall be deemed to have been given or served only if in writing, postage
and/or delivery fees pre -paid and shall be sent by U.S.P.S. Certified Mail, Return Receipt
Requested or via an overnight (or 2-day) delivery service maintaining a record of delivery (e.g.
FedEx or UPS), which notices and demands shall be deemed served when delivered (or when
delivery is first attempted and refused), and which notices and demands shall be forwarded to the
following addresses:
7
TO TENANT: TO CITY:
Futura Net Public Works Agency
Attention: Eric Lopez City of Santa Ana
5525 E. Olympic Blvd. 20 Civic Center Plaza (M-22)
Los Angeles, CA 90023 Santa Ana, California 92701
Attention: Executive Director of Public Works Agency
AND
City Attorney's Office
City of Santa Ana
20 Civic Center Plaza (M29)
Santa Ana, California 92701
Fax: (714) 647-6515
Such addresses may be changed from time to time by either party by serving notice as above
provided.
23. USE: For the purposes of this Lease, Tenant's proposed initial intended use of the
Premises strictly for the purpose of selling tickets to patrons in order to utilize the Greyhound
Transit Services.
24. The Tenant may at any time terminate the Lease by providing the City thirty (30)
days advance prior written notice in accordance with Section 22 of this Lease.
25. 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.
(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
N.
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) The parties hereby agree that each party and its attorneys have reviewed and revised
this Lease and that the normal rule of construction, to the effect that any ambiguities are resolved
against the drafting party, shall not be employed in the interpretation of this Lease and no other
rule of strict construction shall be used against any party. All exhibits and schedules attached or
to be attached hereto, and all other agreements and instruments referred to herein, are hereby
incorporated herein by reference, as fully as if copied herein verbatim.
(f) 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.
(g) 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.
(h) 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.
(i) 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.
0) Time is of the essence in the performance of each party's respective obligations.
(k) 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.
(1) 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.
X
(m) 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.
(n) 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.
(o) 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.
(p) 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.
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
Daisy Gomez Kristine Ridge
Clerk of the Council City Manager
APPROVED AS TO FORM:
Sonia R. Carvalho
City Attorney
By:
Jose Montoya
Deputy City Attorney
RECOMMENDED FOR APPROVAL:
Nabil Saba
Public Works Agency
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PACIFIC COAST SHUTTLES, LLC.
DBA FUTURA NET
Eric Lopez
Operations Manager
EXHIBIT A
THE PREMISES
SARTC — Suite 105B
EXHIBIT A
(Premises)
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EXHIBIT B
License Agreement Intentionally Omitted
12
EXHIBIT C
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 its vehicles.
• Tenant shall maintain all proper insurance for its vehicles.
• Tenant must meet or exceed all governmental requirements regarding the inspection and
maintenance of its vehicles and provide a monthly log upon request.
• 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 service.
• 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/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.
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• Provide, if any, information regarding online ticket purchase capabilities for patrons.
Tenant must notify the City as soon as the Federal Motor Carrier Safety Administration
classifies high alert statuses of any reason.
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EXHIBIT 2
LEASE AGREEMENT BY AND BETWEEN THE CITY OF SANTA ANA AND
PACIFIC COAST SHUTTLES, INC. DBA FUTURA NET FOR USE OF THE SANTA
ANA REGIONAL TRANSPORTATION CENTER FACILITIES
THIS LEASE AGREEMENT (the "Lease") is dated as of September 7, 2021, by
and between the City of Santa Ana, a Municipal Corporation ("Landlord" or "City"), and
Pacific Coast Shuttles, Inc. dba Futura Net, a California Corporation ("Tenant"). City and
Tenant are sometimes individually referred to as "Party" and collectively as "Parties."
1. EXHIBITS: The following exhibits are attached hereto and incorporated herein by
reference:
Exhibit "A" The Premises
Exhibit `B": License Agreement
Exhibit "C" 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 the Tenant's services
(hereinafter referred to as the "PREMISES"). The PREMISES are more particularly described in
Exhibit "A" attached hereto and incorporated herein by reference. The Landlord reserves the
right to reconfigure the lease space or relocate the Tenant within SARTC by providing Tenant with
a 30-day notice of such reconfiguration or relocation.
3. TERM: This Lease shall expire six (6) months from the Commencement Date. If,
at the sole determination of the City, the Tenant has not fully complied with Section 1.5 of Exhibit
"B" attached hereto and incorporated herein by reference, any rights granted to the Tenant under
this Lease shall terminate, and this Lease Agreement shall be automatically terminated as of that
date without any further action by the City.
Tenant acknowledges that a condition precedent to occupancy of the Premises is the following:
At all times, Tenant shall provide the Landlord with documentation listing for each and
every bus providing services at the SARTC in accordance with the terms and conditions outlined
Section 1.5 of Exhibit `B". Notwithstanding Section 20 of this Agreement, Tenant's failure to
abide by Section 1.5 of Exhibit `B" constitutes a breach and will result in the immediate
termination of this Lease Agreement.
4. ADDITIONAL LEASE CONDITIONS: Tenant acknowledges that this lease is
subject to compliance with the additional lease conditions attached hereto as Exhibit "C" attached
hereto and incorporated herein by reference. These additional lease condition are a material part
1
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 City Manager and Tenant prior to the expiration of the Term or any
Extension Period then in effect.
6. RENT: Upon the Commencement Date, if any, (a) Tenant shall pay to Landlord,
as rent ("Rent"), throughout the Term, the monthly sum of One Thousand Five Hundred Dollars
($1,500.00) in advance, on the 1st day of each calendar month and continuing through the life of
the Term. Tenant shall commence the payment of Rent and other charges payable pursuant to this
Lease on the Commencement Date. 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 OFTEN
PERCENT (10%) SHALL BE APPLIED TO ANY PAYMENT HEREUNDER DUE BUT
UNPAID AFTER THE 1 OTH OF THE MONTH. 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 Effective Date of this Agreement.
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. 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.
9. DELIVERY OF POSSESSION UPON TERMINATION OR EXPIRATION OF
TERM: Tenant agrees to deliver to Landlord physical possession of the Premises upon the
2
termination 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.
10. ASSIGNMENT AND SUBLETTING: Tenant may not assign this Lease or sublet
the Premises or any part thereof without the prior written consent of Landlord.
11. TENANT'S REPAIRS, ALTERATIONS, FIXTURES: Except for reasonable wear
and tear, Landlord agrees at Landlord's expense to (1) construct a wall to separate Suite 105B from
the remainder of the Premises such that Suite 105B is a standalone suite, (2) provide general
building maintenance, and (3) maintain in good repair the foundation, retaining walls and structural
soundness of the Premises. Landlord agrees to keep the Premises in good repair, including the
plumbing, electrical wiring, air-conditioning and heating equipment. Subject to Landlord
approval, Tenant may 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 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 made by Tenant. It shall be Tenant's '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 termination of this Lease or any Extension Period, Tenant shall be required
to return the premises in the same condition upon commencement of lease except for normal wear
and tear.
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.
12. 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 arising from Tenant's conduct of business. TENANT
ACKNOWLEDGES THAT THE PREMISES HAS NOT UNDERGONE AN INSPECTION BY
A CERTIFIED ACCESS SPECIALIST (CASP).
13. Intentionally Omitted.
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14. 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.
15. LIABILITY 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
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. The following requirements apply to the insurance to be provided by
Tenant pursuant to this section:
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i. Tenant shall maintain all insurance required above in full force and effect
for the entire period covered by this Agreement.
ii. Certificates of insurance shall be furnished to the Landlord upon execution
of this Agreement.
iii. 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.
iv. 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.
16. DAMAGE BY CASUALTY:
i. In the event of a fire or other casualty in the Premises, Tenant shall
immediately give notice thereof to Landlord.
ii. If the Premises, through no fault of Tenant, its agents, employees, invitees,
or visitors, shall be partially destroyed by fire or other casualty so as to
render the Premises untenantable as reasonably determined by Landlord,
Rent shall abate in proportion to the percentage of square footage of the
Premises rendered unusable until such time as the Premises are made
tenantable as reasonably determined by Landlord.
iii. Except where Landlord is not obligated to repair or rebuild the Building or
the Premises, Landlord will use due diligence to repair the same (except
that Landlord will have no obligation to repair or replace any alteration,
addition, or improvements to the Premises other than the Tenant
Improvements installed at Landlord's expense which will be repaired only
to the level of Building Standard Improvements).
iv. In the event of (i) the total destruction of the Premises, (ii) the partial
destruction of the Premises or the Building where the same is so damaged
that it cannot, in Landlord's reasonable opinion, be repaired within ninety
(90) days of the occurrence of such damage, or (iii) damage or destruction
as a result of any casualty for which insurance proceeds are not available
to pay 100% of the cost of repair or rebuilding, Landlord will have no
obligation to repair or rebuild the Premises or the Building. Landlord will
make its determination whether to repair or rebuild within ninety (90) days
of the occurrence of such damage or destruction. Upon notification to
Tenant of Landlord's decision not to repair or rebuild, this Lease shall
terminate.
5
17. 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.
18. 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.
19. PARKING AREA: Tenant 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 under construction. Such operations may affect the number of parking spaces
71
available at any one time, though it is not possible to determine the precise effect at the time of
this Lease. Surface Parking Lots I and 2 allow up to 72-hour parking. Landlord will provide
parking passes to identify all Tenant vehicles parked at SARTC at no cost to Tenant. If the parking
structure at SARTC is full, Tenant and Tenant's agents, employees, customers and invitees must
use the surface lots at SARTC.
20. 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 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 option, shall cause the termination of this Lease immediately.
21. 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.
22. NOTICE: All notices or demands required or permitted to be given or served
pursuant to this Lease shall be deemed to have been given or served only if in writing, postage
and/or delivery fees pre -paid and shall be sent by U.S.P.S. Certified Mail, Return Receipt
Requested or via an overnight (or 2-day) delivery service maintaining a record of delivery (e.g.
FedEx or UPS), which notices and demands shall be deemed served when delivered (or when
delivery is first attempted and refused), and which notices and demands shall be forwarded to the
following addresses:
7
TO TENANT: TO CITY:
Futura Net Public Works Agency
Attention: Eric Lopez City of Santa Ana
4425 E. Olympic Blvd. 20 Civic Center Plaza (M-22)
Los Angeles, CA 90023 Santa Ana, California 92701
Attention: Executive Director of Public Works Agency
AND
City Attorney's Office
City of Santa Ana
20 Civic Center Plaza (M29)
Santa Ana, California 92701
Fax: (714) 647-6515
Such addresses may be changed from time to time by either party by serving notice as above
provided.
23. USE: For the purposes of this Lease, Tenant's proposed initial intended use of the
Premises strictly for the purpose of selling tickets to patrons in order to utilize the Pacific
Coast Shuttles, Inc. dba Futura Net.
24. The Tenant may at any time terminate the Lease by providing the City thirty (30)
days advance prior written notice in accordance with Section 22 of this Lease.
25. 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.
(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
N.
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) The parties hereby agree that each party and its attorneys have reviewed and revised
this Lease and that the normal rule of construction, to the effect that any ambiguities are resolved
against the drafting party, shall not be employed in the interpretation of this Lease and no other
rule of strict construction shall be used against any party. All exhibits and schedules attached or
to be attached hereto, and all other agreements and instruments referred to herein, are hereby
incorporated herein by reference, as fully as if copied herein verbatim.
(f) 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.
(g) 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.
(h) 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.
(i) 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.
0) Time is of the essence in the performance of each party's respective obligations.
(k) 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.
(1) 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.
X
(m) 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.
(n) 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.
(o) 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.
(p) 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.
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
Daisy Gomez
Clerk of the Council
APPROVED AS TO FORM:
Sonia R. Carvalho
City Attorney
By:
Jose Montoya
Deputy City Attorney
RECOMMENDED FOR APPROVAL:
Nabil Saba
Public Works Agency
Kristine Ridge
City Manager
10
PACIFIC COAST SHUTTLES, LLC.
DBA FUTURA NET
Eric Lopez
Operations Manag
EXHIBIT A
THE PREMISES
SARTC — Suite 105B
EXHIBIT A
(Premises)
11
LEASE AREA
EXHIBIT A
THE PREMISES
SARTC — Suite 105B
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EXHIBIT B
12
LICENSE AGREEMENT BY AND BETWEEN THE CITY OF SANTA ANA PACIFIC
COAST SHUTTLES, INC. DBA FUTURA NET FOR USE OF THE SANTA ANA
REGIONAL TRANSPORTATION CENTER FACILITIES
This LICENSE AGREEMENT ("Agreement") by and between the City of Santa Ana, a municipal
corporation of the State of California ("City") and Pacific Coast Shuttles, Inc. dba Futura Net, a California
Corporation (Referred to as "Licensee") is dated as of August 17, 2021 ("Effective Date"). Licensee and City are
sometimes individually referred to as "Party" and collectively as "Parties."
RECITALS
A. Licensee is a provider of interstate bus transportation services throughout the Western United States
as well as international travel to various destinations throughout Mexico.
B. Licensee desires the use of and access to the Santa Ana Regional Transportation Center Facilities
("SARTC" or "Facilities"), located at 1000 East Santa Ana Boulevard in the City of Santa Ana, for a bus stop for
the purpose of drop off and pick up of its Invitees (defined below) that 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.
AGREEMENTS
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 acknowledged, the Parties agree as follows:
1. TERMS
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). - THE BUS BAY SUBJECT TO
THIS LICENSE IS BUS BAY #8 ("License Area"). For a description of License Area see Exhibit A attached
hereto and incorporated herein by reference. The parties understand that the City may unilaterally reassign the
License for Bus Bay #8 to another bus 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.
1.2 Term, Grant of License, Terms of License, Term. 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 LICENSE AREA AND NOT AS A
LEASE OR GRANT OF ANY POSSESSORY OR OTHER INTEREST. At all times, Licensee is required to
fully and adequately meet the requirements presented in Licensee's proposal, which is attached hereto as Exhibit
B and incorporated herein by reference. The Parties understand that the Licensee is not authorized to begin
business operations until the conditions in Section 1.5 of this Agreement have been fully complied with by
Licensee.
1.3 Term. This Agreement shall expire in six (6) months from the Effective Date with the option for
the City to grant up to four (4) one (1) year renewals, exercisable by a writing by the City Manager and the City
Attorney, unless terminated earlier in accordance with Section 1.10 of this Agreement. If, at the sole determination
of the City, the Licensee has not fully complied with Section 1.5 of this Agreement by January 15, 2021, any rights
granted to the Licensee under this Agreement shall terminate, and this Agreement shall be automatically terminated
as of that date without any further action by the City.
1.4 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 other than for the purposes specified herein. The
term "Agents" shall mean Licensee's 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.
The Invitees shall have access, during normal operating hours, to the Licensed Area by way of the common
areas of SARTC. Notwithstanding the foregoing, the public and Licensee's Invitees shall not block any paths in
ingress or egress or the permitted areas of any other licensee or tenant of SARTC.
1.5 CityApproval of Licensee's Buses.
Licensee 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) An annual list of all licensed drivers who may operate the buses, provided that Licensee may utilize
drivers not identified on the list in case of unavailability so long as all substitute drivers have all applicable licenses
and qualifications and the names and qualifications of the substitute drivers are provided to the City within fourteen
(14) days.
In the event such information is the subject of a request under the California Public Records Act, City will
refrain from disclosing personal contact or other information that may be private, but only to the extent permissible
under the Act and its interpreting authorities.
Additionally, Licensee shall ensure that use of the Bus Bays shall be by clearly marked buses identifying
the Licensee company name and USDOT number. Licensee agrees that it will provide the City with a list of buses
that will use Bus Bay #8 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 by Licensee or Licensee's failure
to have the required authorizations from USDOT and FMCA, or any other applicable government or regulatory
body, shall constitute a breach of this Agreement and will result in immediate termination thereof.
1.6 Compensation. As consideration for its use of the License Area and related Facilities, Licensee
agrees to pay a monthly fee of One Thousand Five Hundred Dollars ($1,500.00) per month ("License Fee")
2
for the term of this Agreement. Licensee shall commence the payment of the License Fee on the Effective Date.
Such payment shall be made payable to the City of Santa Ana, in advance for each month, and at the following
address: 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 10' of the month. The consideration for this License shall be subject to a CPI adjustment
annually for the most current period (for All Urban Consumers) annually on the anniversary of the Effective Date
of this Agreement.
1.7 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 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.
1.8 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.
No temporary or permanent signs or awning shall be erected or maintained upon or attached to the outside
of the premises except such signs which have been approved in advance by City.
1.10 City's Right of Suspension, Termination. City reserves the right to immediately suspend all
activities or terminate this Agreement upon Licensee' non-compliance with any of the terms or conditions of this
Agreement or the Lease Agreement attached hereto as Exhibit C, and incorporated herein by reference. Such
suspension or termination shall be effective immediately.
City may temporarily suspend access to and use of all or any portion of the License Area for operational,
maintenance, repair, security, emergency or other purposes at City's discretion. City will provide Licensee with as
much notice as is reasonably possible prior to any such suspension, which notice will include: (a) the date when
such suspension of access and use will commence; (b) the anticipated duration of such suspension of access and
use; (c) the reason for such suspension of access and use; and (d) that portion of the License Area subject to such
suspension of access and use. During such periods of suspension, Licensee will be unable to access, use or operate
on that portion of the License Area to which City has suspended access and use. If, during such periods, Licensee
desires or needs to continue to operate its bus service, it shall be solely responsible for the provision of the same
without the use of that portion of the License Area over which access and use have been suspended. City shall not
be liable for any cost or damage incurred by Licensee as a result of any suspension of access or use pursuant to this
Section 1.10, including, without limitation, any consequential damages resulting therefrom. City shall use
reasonable commercial efforts to provide alternate space in the License Area during the period of suspended access
and use.
Licensee may at any time terminate the license created by this Agreement by prior written notice pursuant
to Section 2.1 of this Agreement to the City.
1.11 Compliance with Laws; Regulatory 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, 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 Licensee's breach or default
in the performance of any of its obligations under this Agreement; provided, however, that Licensee will not be
obligated to indemnify the Covered Parties from any claims arising solely from the gross negligence or willful
misconduct of a Covered Party. 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
expense with legal counsel reasonably acceptable to Covered Party. Payment of any settlement or judgment by
Covered Parties shall not be a condition precedent to recovery under any indemnification in this Agreement, and a
finding of liability or an obligation to indemnity 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 Commercial General Liability Insurance. 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 insured's provisions.
1.14 Certificates of Insurance; Additional Insured Endorsements. Prior to execution of this Agreement,
Licensee shall furnish to City certificates of insurance and additional insured status on Licensee's commercial
general liability insurance policy, 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 such policies will not be canceled, suspended, voided, reduced in
coverage or in limits, or modified without notice to City as soon as reasonably practicable or in
accordance with policy provisions, whichever is earlier.
Licensee shall maintain the foregoing insurance coverages in force throughout the term of this Agreement.
The requirement for carrying the foregoing insurance coverages shall not derogate or serve to limit from the
provisions for indemnification of City by Licensee under the Agreement. City or its representatives shall at all
4
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 Formal notices, demands and communications between Licensee and City shall be deemed
sufficiently given if: (i) dispatched by registered or certified mail via the United States Postal Service, postage
prepaid, return receipt requested, as designated in this Section; or (ii) by messenger service for immediate personal
delivery; or (iii) by electronic transmittal, including fax transmissions with telephonic verification receipt. Such
written notices, demands and communications may be sent in the same manner to such other addresses as either
Party may from time to time designate by written notice to the other Party.
2.1.2 All notices, demands and communications shall be sent, as follows:
TO LICENSEE: TO CITY:
Futura Net Public Works Agency
Attention: Eric Lopez City of Santa Ana
5525 E. Olympic Blvd. 20 Civic Center Plaza (M-22)
Santa Ana, California 92701
Attention: Executive Director of Public Works
AND
City Attorney's Office
City of Santa Ana
20 Civic Center Plaza (M29)
Santa Ana, California 92701
Fax: (714) 647-6515
2.1.3 Notices that are dispatched by registered or certified mail through the United States Postal
Service shall be deemed to be received, regardless of whether or when any return receipt is received by the sender
or the date set forth on such return receipt, five (5) calendar days after deposit with the United States Postal Service.
Notices that are dispatched by messenger for immediate personal delivery services shall be deemed received upon
the day dispatched. Notices dispatched by express delivery services shall be deemed received upon execution of
the delivery receipt by the Party receiving such notices. Notices dispatched through electronic transmittals shall be
deemed received upon telephonic verification of such receipt.
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 Counterparts. 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. This Agreement shall be deemed to have been made in the County of Orange,
California, regardless of the order of the signatures of the Parties affixed hereto. 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 Parties consent 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 Construction; References; Captions. Since the Parties or their agents have participated fully in the
preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair
meaning, and not strictly for or against any Party. 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, agents, volunteers, contractors and subcontractors of City,
except as otherwise specified in this Agreement. All references to Licensee include its officials, officers, employees,
personnel, agents, volunteers, contractors and subcontractors, except as otherwise specified in this Agreement. The
captions of the various articles and paragraphs 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 other Party. All warranties
and promises to indemnify shall survive the termination, abandonment, or completion of this Agreement.
2.11 Legal Counsel. Each Party acknowledges that: (i) it has read this Agreement; (ii) it has had the
opportunity to have this Agreement explained to it by legal counsel of its choice; (iii) it is aware of the content and
legal effect of this Agreement; and (iv) it is not relying on any representations made by the other Party or any of the
employees, agents, representatives, or attorneys of the other Party, except as expressly set forth in this Agreement.
2.12 Severabilitv. 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.
M
2.13 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.
2.14 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.
2.15 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:
Daisy Gomez
Clerk of the Council
APPROVED AS TO FORM:
Sonia R. Carvalho
City Attorney
Jose Montoya
Deputy City Attorney
RECOMMENDED FOR APPROVAL:
Nabil Saba
Executive Director
Public Works Agency
CITY OF SANTA ANA
Kristine Ridge
City Manager
FUTURA NET
Eric Lopez fl
Operations Manag>;;�
(m) 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.
(n) 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.
(o) 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.
(p) 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.
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
Daisy Gomez
Clerk of the Council
APPROVED AS TO FORM:
Sonia R. Carvalho
City Attorney
By:
Jose Montoya
Deputy City Attorney
RECOMMENDED FOR APPROVAL:
Nabil Saba
Public Works Agency
Kristine Ridge
City Manager
10
PACIFIC COAST SHUTTLES, LLC.
DBA FUTURA NET
Eric Lopez
Operations Manag
EXHIBIT "A"
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EXHIBIT "B"
SEALED PROPOSAL FOR
RFP 20-032
BUS PASSENGER SERVICES
SANTA ANA REGIONAL TRANSPORTATION CENTER
DO NOT OPEN WITH REGULAR MAIL
City of Santa Ana
Attn: Gabriela P. Lomeli
Public Works Agency; M-22
20 Civic Center Plaza; Ross Annex
Santa Ana, CA 92701
d. Monthly Bus Bay Rental Fee
For our Option B: 1 Bus Bay we propose paying the rent of $3,000.00 for the Bus
Bay to which we are assigned.
II. SCOPE OF SERVICES AND SCHEDULES
Futura Net proposes to operate inside of SARTC, with regular departures from
6:00am-10:00pm. Our proposed departure times departing from Santa Ana to the
south, with destinations to San Diego, San Ysidro, Otay, Cross Border Xpress, Tijuana
Airport, Tijuana Bus Station and cities throughout Mexico are as follows: 6:15am,
7:30am, 8:30am, 9:30am, 10:30am, 11:30am, 12:30pm, 2:30pm, 4:OOpm, 5:OOpm,
6:OOpm, 7:OOpm, 8:OOpm, and 9:OOpm. Our departure times headed north and east
from Santa Ana, with destinations to Los Angeles, San Fernando, Las Vegas, Phoenix,
El Paso, Bakersfield, Fresno, Stockton, Sacramento, states of Oregon, Washington, are
as follows: B:OOam, 9:OOam, 10:00am, 11:00am, 12:OOpm, 1:OOpm, 2:OOpm, 3:OOpm,
4:OOpm, 5:OOpm, 6:OOpm, 7:OOpm, 8:OOpm, 9:OOpm, 10:OOpm.
We pride ourselves in our safety record and the consistency of our departure
times. Although departure times are subject to change due to extreme traffic conditions
and weather conditions, it is rare for our departures to vary dramatically. Futura Net
plans to have a total of 30 arrivals and departures per day operating a total of 16 hours
per day 365 days of the year, providing service to the traveling public at the SARTC.
Our fleet of shuttles allows us to offer a shuttle service for travelers to any local
address from the SARTC. Our shuttle service would also compliment the other tenants,
as we do in our other locations, to provide for travelers service to and from the doorstep
of their house or address that they choose. This largely eliminates the need for taxi,
Uber and Lyft services which often impact terminals in the amount of unnecessary
motor vehicle traffic. We plan to extend our personalized Shuttle service at the SARTC.
As in our other terminals, we would assign a manager on duty at the SARTC to ensure
that our operations are running smoothly at all times.
III. GENERAL
Company Name: Pacific Coast Shuttles LLC dba Futura Net - provides bus and shuttle
services.
9
Sister Company: Futura Bus Net, Inc. - provides ticket sales
Purpose of bus service: Our service currently connects travelers between the San
Diego/Tijuana area directly through to Los Angeles. The purpose of establishing a
terminal in Santa Ana is to reduce the impact of our Shuttle service from our Los
Angeles hub and to connect travelers to and from Orange County with our current
routes. Connecting SARTC would reduce the burden on our Orange County customers
from having to drive to our Los Angeles hub in order to get to their desired destination.
Opening a terminal in SARTC would permit more customers to utilize our services as
well as providing an additional stop to our current routes.
We provide bus service to our more distant locations and Shuttle Service
throughout Southern California. Our Shuttle Service departs hourly to provide
door-to-door service to our Southern California customers. Customers can be picked
up at the SARTC and take a trip to San Diego and either arrive at the San Diego
terminal as a final destination or be transported directly to their hotel or residence within
certain parameters. Customers can arrive at SARTC and we would transport them
directly to their hotel or residence in Orange County.
We currently operate the most crossed border in the world, where 25,000
pedestrians cross near our Transit Center in San Ysidro/Tijuana. Many of these
pedestrians utilize our Shuttle Service to travel to Los Angeles and Orange Counties.
We provide a service to bring as many of those travelers whose final destination is in
Orange County, to the city of Santa Ana. Our Shuttle Service will be a boost to the
Santa Ana local economy.
Anticipated monthly rental amount per bay: We propose to pay $3,000.00 per month
for the single bay based upon the rent which we pay in our other locations in the Los
Angeles Bus Terminal and the International Transit Center at the San Ysidro Port of
Entry. Additionally, we intend to lease a ticketing booth in SARTC as we do in other
terminals. The anticipated monthly rental of the booth is $2,000 per month, which will
be used to sell tickets from. Our total anticipated rental from SARTC is $5,000 per
month. See attachment 3-6: Fee Schedule.
At the Los Angeles Bus Terminal, our total lease amount is $6,180.00 per month
for our bus bays and our separate booth combined for ticket sales. At the International
Transit Center at the San Ysidro Port of Entry, our Bus Bay lease is $1,630.00 per bay
and our ticket booth is $2,185.00 per month for a total of $3,815.00 per month.
Anticipated destinations: Our anticipated destinations from the SARTC are the
following: San Diego, San Ysidro, Otay, Cross Border Xpress, Tijuana Airport, Tijuana
Bus Station, Los Angeles, Huntington Park, Fontana, Pacoima, Bakersfield, Fresno,
10
Merced, Modesto, Stockton, Sacramento, Redding, Arizona (Phoenix, Tucson), Texas
(El Paso), Nevada (Las Vegas), Utah (Saint George, Cedar City, Salt Lake City),
Oregon (Medford, Eugene, Salem, Portland), Washington (Tacoma, Seattle, Everett),
and Mexico (Chihuahua, Torreon, Fresnillo, Jerez, Zacatecas, Leon, Irapuato, Morelia,
Guadalajara, Aguascalientes, Mexico City, Nogales, Ciudad Obregon, Los Mochis,
Culiacan, Mazatlan, Tepic).
Other transit stops: Futura Net serves numerous transit locations throughout Southern
California, including stops in Pacoima, Downtown Los Angeles, East Los Angeles, San
Ysidro, Fontana, as well as transit stops throughout Mexico, including Fresnillo, Jerez,
Huejucar, Tlaltenango. We also serve transportation locations through our competitive
partnerships at numerous other pick up and drop off points.
Proposed transportation schedule: Southbound departures every hour at the bottom
of the hour. Northbound/Eastbound departures every hour at the top of the hour.
Operating from 6:00am until 10:00pm.
Total estimated trips per day: 30
On time percentage: 97%
Expected ridership daily, monthly, and annually: Our current expected ridership
annually is 120,000 riders, which is approximately 6,000 to 12,000 passengers per
month depending upon seasonal demand. Our daily demands range from about 225 to
480 passengers daily.
Company local address: 4425 E. Olympic Blvd. Los Angeles, CA 90023
Phone: (323)266-2233
Ownership Detailer: Privately held California limited liability company whose Managing
Member is Tavin Lopez, Operations Manager is Eric Lopez, Legal services and
business consulting by Orloff & Associates APC. Management operations supported by
Rafael Lopez. Ticket sales through Futura Bus Net Inc.
Account Representative: Eric Lopez
Phone: (562)805-3565
Certifications: Bachelor of Science from California State University, Long Beach,
Secretary of the Border Transportation Council.
11
Any recent defaults: No
Any recent bankruptcies: No
Any lawsuits with station/station manager: No
Years in business: Pacific Coast Shuttles LLC - 5 years. Futura Net - 13 years
Proof of Insurance: Yes
IV. FEE PROPOSAL / FEE SCHEDULE
$3,000 per month for the lease of the bus bay Option B - one bus bay only.
Proposed additional $2,000 per month for the lease of the ticket booth. See attached
3-6 Fee Schedule
V. CERTIFICATIONS/STATEMENTS
Attachment 3-1: Non Collusion Affidavit
Attachment 3-2: Non -Lobbying Certification
Attachment 3-3: Non -Discrimination Certification
Attachment 3-4: Agreement Statement
Attachment 3-5: References
Attachment 3-6: Fee Schedule
12
Appendix
ATTACHMENT 3-6: FEE SCHEDULE
Certification -1 certify that I have read, understand and agree to the terms and conditions
of this Request for Proposals. 1 have examined the Scope of Services (Appendix:
Attachment 1) and am familiar with the scope of work. I am familiar with all the existing
conditions and limitation that may impact work requests. I understand and agree that
am responsible for reporting any errors, omissions or discrepancies to the City for
clarification prior to the submission of my proposal.
Proposer Fee — Fee shall be based on either Option A or B
TO: CITY COUNCIL OF THE CITY OF SANTA ANA
FROM: Pglcli \ic LbaA S'nu-4le-s L L( DBA E)hjra, OeJ
Item #
Bid Item (by Site)
Monthly Fee Proposed
Annual Fee Proposed
Option A
2 Bus Bays
$
$
Option B
1 Bus Bay
$
$
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COMPLETE LEGAL NAME OF COMPANY
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ITY/STATE ZIP
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TURE OF AuTHbR19ED AGENT NAME (PRI T) TITLE
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ADDRESS PHONE NUMBER
CSLB NUMBER DIR REGISTRATION NUMBER
City of Santa Ana — RFP 20-032
Bus Passenger Services at SARTC
A3-6 (page 1)
EXHIBIT "C"
Lease Agreement Intentionally Omitted
EXHIBIT C
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 its vehicles.
• Tenant shall maintain all proper insurance for its vehicles.
• Tenant must meet or exceed all governmental requirements regarding the inspection and
maintenance of its vehicles and provide a monthly log upon request.
• 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 service.
• 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/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.
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• Provide, if any, information regarding online ticket purchase capabilities for patrons.
Tenant must notify the City as soon as the Federal Motor Carrier Safety Administration
classifies high alert statuses of any reason.
14