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HomeMy WebLinkAbout25O - SPACE AT SA REGIONAL TRANSP CTRREQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 5, 2008 TITLE: AGREEMENT WITH TRES ESTRELLAS DE ORO MANAG R CLERK OF COUNCIL USE ONLY: APPROVED ^ As Recommended ^ As Amended ^ Ordinance on 1 S` Reading ^ Ordinance on 2"d Reading ^ Implementing Resolution ^ Set Public Hearing For CONTINUED TO FILE NUMBER RECOMMENDED ACTION Authorize the City Manager and attached license agreement wit $6,612.50 per month for counter Regional Transportation Center September 30, 2009, subject to City Manager and City Attorney. Clerk of the Council to execute the h Tres Estrellas de Oro for a fee of space and one bus bay at the Santa Ana for the term of May 1, 2008, through non-substantive changes approved by the DISCUSSION On April 30, 2008, the license agreement with Tres Estrellas de Oro for ticket counter space and one bus bay at the Santa Ana Regional Transportation Center expired. The original term of the agreement was for three years with two additional one-year renewal terms, all of which have been exhausted. As the regional transportation hub for Orange County, the Santa Ana Regional Transportation Center strives to provide quality transportation options to the destinations that best serve the clientele. While ridership continues to increase, so does the demand for space for local commuter bus terminals. Opportunities to expand or develop the most vital services at the Santa Ana Regional Transportation Center will be considered along with the plan to include the Santa Ana Regional Transportation Center as the centerpiece of the Transit Village on Santa Ana Boulevard and the proposed Go Local Program. As the City evaluates how best to accomplish station needs and improvements, it is recommended that the attached license agreement with Tres Estrellas de Oro be approved for a 16-month period, with a monthly payment of $6,612.50 to the City. This will allow adequate time for the 250-1 Agreement with Tres Estrellas de Oro May 5, 2008 Page 2 City to further evaluate the long range plans for the Santa Ana Regional Transportation Center. FISCAL IMPACT Under the terms of the proposed license agreement, the City will receive a minimum of $105,800 for the term of the lease. Funds will be deposited into the Regional Transportation Center Revenue account (account no. 067- 01-5486). APPROVED AS TO FUNDS AND ACCOUNTS: ~ ~~ Lj~tephen Harding Deputy City Manager for Development Services Community Development Agency ~ ~ ~ ~Oz~'rancisco Gutierrez Executive Director Finance & Management Services Agency SGH/NTE/TE/mlr 050508 AgreeTresEstrellasdeOro 250-2 DO NOT RECORD SITE LICENSE AGREEMENT BETWEEN THE CITY OF SANTA ANA AND TRES ESTRELLAS DE ORO THIS REVOCABLE NON-EXCLUSIVE LICENSE AGREEMENT ("Agreement") is made and entered into this day of , 2008, by and between the City of Santa Ana, a charter city and municipal corporation, duly organized and exiting under the constitution and laws of the State of California, herein referred to as "Licensor", and Tres Estrellas de Oro, U.S.A., LLC, herein referred to as "Licensee". RECITALS: A. The City of Santa Ana desires to provide passenger bus transportation services at The Depot at Santa Ana, and desires to contract for such services with Licensee. B. Licensee represents that it is qualified to provide such services to City. In undertaking the performance of this Agreement, Licensee represents that it is knowledgeable in its field and that any service performed under this Agreement will be performed in compliance with all required standards of Interstate Commerce Commission and United States Department of Transportation and include all City, County, and State licenses. NOW THEREFORE, in consideration of the respective and mutual covenants and promises hereinafter contained and made, and subject to all terms and conditions hereof, the parties hereto agree as follows: ARTICLE 1-TERM OF LICENSE Section 1.01 License Area and Use (a) Licensor owns the real property described in Exhibit "A" attached hereto and made a part hereof (the "Property"), commonly know as The Depot at Santa Ana located at 1000 East Santa Ana Boulevard, Santa Ana, California. Licensor grants to Licensee the privilege of a personal, non- exclusive, revocable license ("License") to encroach upon the "License Area", which shall consist of Bus Bay #9 and Suite 109, as herein described and shown in general in Exhibit "B", attached hereto and incorporated herein by reference, for the purpose of accommodating a bus transportation company and for no other purpose. (b) The right and permission of Licensee is subordinate to the prior and paramount right of Licensor to use the Property in its entirety for public 250-3 DO NOT RECORD purposes to which it presently is and may, at the option of Licensor, be devoted. Licensee undertakes and agrees to use the License Area and to exercise this License at all times in such manner as will not unreasonably interfere with the full use and enjoyment of the Property by Licensor. (c) Licensee hereby acknowledges that title to the Property is vested in Licensor and agrees never to assail or resist the same, and further agrees that Licensee's use and occupancy of License Area shall be referable solely to the permission herein given. (d) As a covenant to this Agreement, Licensee shall adhere to and comply with all responsibilities enumerated in the Rider, attached hereto and incorporated herein as Exhibit C. Section 1.02 Term This Agreement will terminate on September 30, 2009, unless terminated earlier pursuant to Article 5. Section 1.03 Compensation/Consideration Upon the Commencement Date, Licensee shall pay to Licensor monthly compensation in the amount of $6,612.50 per month ("Compensation") for use of the License Area. Compensation will be due upon execution of this Agreement and thereafter on or before the 10th of each month, payable to "The City of Santa Ana" and remitted to: The Depot at Santa Ana, 1000 East Santa Ana Blvd., Suite 108, Santa Ana, CA 92701. A late charge often percent (10%) shall be applied after any payment hereunder is due but unpaid. In addition, one and a half percent (1 ''/z%) interest per month shall be added for each month that payment hereunder is due but unpaid. Section 1.04 RESERVED Section 1.05 Non-Possessory Interest Licensor retains full possession of the License Area and Licensee will not acquire any interest temporary, permanent, irrevocable, possessory or otherwise by reason of this Agreement, or by the exercise of the permission given herein. Licensee will make no claim to any such interest. Any violation of this provision will immediately void and terminate this Agreement. Section 1.06 Non-Recording Neither party shall record this Agreement. 250-4 DO NOT RECORD ARTICLE 2 -TAXES AND UTILITIES Section 2.01 Taxes Licensee is responsible for all taxes on the Property, which includes the License Area. Section 2.02 Utilities Licensor shall pay for all electricity, gas, water sewer and janitorial services furnished to the License Area for the use, operation and maintenance of the License Area during the Term of this Agreement, and for the removal of garbage and rubbish from the License Area during the Term of the Agreement, or any extension thereof. ARTICLE 3 -IMPROVEMENTS AND ACCESS Section 3.01 License Area (a) Each party shall provide access to the License Area to the other party, and its employees, agents, contractors and subcontractors, twenty-four (24) hours a day, seven (7) days a week. Except in the case of emergencies, Licensor shall give Licensee twenty-four (24) hours notice prior to entry into the License Area. Licensor represents and warrants that it has full rights of ingress and egress to and from the License Area, and hereby grants such rights to Licensee to the extent required to maintain and operate within the License Area. Licensee's exercise of such rights shall not cause undue inconvenience to Licensor. (b) Licensee shall, at its sole cost and expense, maintain and repair the License Area including, but not limited to, the removal of all trash, debris, graffiti, as well as any special intensive cleaning. If Licensee causes any damage to the Property, to the License Area or to access roadways or other nearby facilities, it shall properly repair same as specified by Licensor. (c) Upon the expiration or termination of this Agreement, Licensor shall approve in writing the surrender of the License Area by Licensee only after being satisfied that License Area has been left in good and clean condition, less ordinary wear and tear. Section 3.02 Liens Licensee will not permit any mechanics' or materialmens' or other liens to stand against the License Area by reason of any use or occupancy by Licensee, or any person claiming under Licensee. ARTICLE 4 -INDEMNITY AND INSURANCE Section 4.01 Indemnification, Defense, Hold Harmless 250-5 DO NOT RECORD Licensee shall protect, defend, indemnify and save and hold harmless Licensor, its officers, officials, employees, and agents from and against any and all liability, loss, damage, expenses, costs (including without limitation costs and fees of litigation of any nature) arising out of or in connection with Licensee's performance of this Agreement or Licensee's failure to comply with any of Licensee's obligations contained in the Agreement by Licensee, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of Licensor. In the event Licensor is named as codefendant, Licensee shall notify Licensor of such fact and shall represent Licensor in such legal action unless Licensor undertakes to represent itself as codefendant in such legal action, in which event Licensor shall bear its own litigation costs, expenses and attorney's fees. Licensee further agrees to indemnify, hold harmless, and pay all costs for the defense of the Licensor, including fees and costs for special counsel to be selected by Licensor, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. Licensor may make all reasonable decisions with respect to its representation in any legal proceeding. Section 4.02 Insurance In addition to the Licensee's covenant to indemnify and hold harmless Licensor, Licensee shall obtain and furnish to Licensor, a policy of general public liability insurance, commercial general liability insurance including motor vehicle coverage covering the License Area. The policy shall indemnify Licensee and Licensor, their officers, agents and employees, while acting within the scope of their duties, against any and all claims arising out of or in connection with the License Area, and shall provide coverage in not less than the following amount: combined single limit bodily injury, personal injury and property damage, liability, of $3,000,000 per occurrence. The City also requires an Additional Insured Endorsement, as attached and incorporated herein as Exhibit D. The policy shall name Licensor, its agents, officers, employees and volunteers as Additional Insureds, and shall specifically provide that any insurance coverage which maybe applicable to the License Area shall be deemed excess coverage and that Licensee's insurance shall be primary. Under no circumstances shall the above-mentioned insurance contain a "deductible" or any other similar form of limitation on the required coverage. Licensee is required to give the Licensor no less than thirty (30) days notice of cancellation or reduction in coverage. No cancellation provision in any insurance policy shall be construed in derogation of the continuous duty of Licensee to furnish insurance during the term of this Agreement. Section 4.03 Property Insurance Licensee shall provide to Licensor, before entering the License Area, and shall maintain in force during the entire term of this Agreement, property insurance with extended coverage endorsements thereon, on the License Area in an amount equal to the full replacement cost and/or value thereof; this policy shall contain a replacement cost 4 250-6 DO NOT RECORD endorsement naming Licensee as the insured and shall not contain a co-insurance penalty provision. The policy shall contain a special endorsement that such proceeds shall be used to repair or rebuild any such improvements so damaged or destroyed; and if not so used, such proceeds shall be paid to Licensor. The proceeds of any such insurance payable to Licensor shall be used for rebuilding or repair as necessary to restore the License Area at the discretion of Licensor. The policy shall name Licensor as an Additional Insured. The policy or policies shall also contain the following endorsements: 1. The insurer will not cancel or reduce the insured's coverage without thirty (30) days prior written notice to Licensor; and 2. Licensor will not be responsible for premiums or assessments on the policy. A complete and signed certificate of insurance with all endorsements required by this Section shall be filed with Licensor prior to the execution of this Agreement. At least thirty (30) days prior to the expiration of any such policy, a signed and complete certification of insurance showing that coverage has been renewed, shall be filed with Licensor. Section 4.04 Certificates of Insurance; Additional Insured Endorsements Prior to execution of this Agreement, Licensee shall furnish to Licensor certificates of insurance and additional insured endorsements to each of Licensee's insurance policies, subject to approval of the City Attorney, evidencing the foregoing insurance coverages as required by this Agreement; these certificates shall: provide the name and policy number of each carrier and policy; 2. shall state that the policy is currently in force; and 3. shall promise to provide that such policies will not be canceled, suspended, voided, reduced in coverage or in limits, or modified without thirty (30) days prior written notice of Licensor; and shall state as follows: Licensee represents to Licensor and Licensor acknowledges that Licensee self-insures in the ordinary course of its business . Notwithstanding any other provision contained herein to the contrary, the insurance obligations of Licensee set forth in this License may be satisfied by endorsements to existing excess/umbrella policies written by companies of recognized standing showing aself-insurance retention of not less than the public liability requirement. Licensee shall maintain the foregoing insurance coverages in force throughout the term of this Agreement. The requirement for carrying the foregoing insurance coverages shall 250-7 DO NOT RECORD not derogate from the provisions for indemnification of Licensor by Licensee under the Agreement. Licensor or its representatives shall at all times have the right to demand the original or a copy of all these policies of insurance, which Licensee shall provide within fifteen (15) days of Licensor's request. ARTICLE 5 -TERMINATION AND DEFAULT Section 5.01 Termination (a) This Agreement maybe terminated with prior written notice as follows: (1) by Licensor if Licensee fails to pay compensation in a timely manner as provided herein; (2) by either party upon a default of any covenant or term hereof or set forth in the Rider attached hereto by the other party, which default has been noticed and is not cured within fifteen (15) days of receipt of written notice of default; or (3) by Licensee if Licensee is unable to occupy and utilize the License Area due to any action of the Interstate Commerce Commission or the Department of Transportation. (b) Licensor shall have at its sole discretion the option of terminating this Agreement if Licensee loses its license to provide bus transportation services for any reason, including, but not limited to, non renewal, cancellation, or expiration of its license. Licensee shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. ARTICLE 6 -ASSIGNMENT, ABANDONMENT, DEFAULT, INSOLVENCY Section 6.01 Assignment Licensee may not assign this Agreement. This Agreement is personal to Licensee, and Licensee will not assign, transfer or sell this Agreement or any privilege hereunder in whole or in part, and any attempt to do so will be void and confer no right upon any third party. Section 6.02 Abandonment by Licensee Should Licensee breach this Agreement and abandon the License Area prior to the expiration of the Term, Licensor may: (a) Continue this License in effect by not terminating Licensee's right to the License Area, in which event Licensor shall be entitled to enforce all of its rights and remedies under this Agreement, including the right to recover the compensation/consideration specified in this Agreement as it becomes due under this Agreement; or 250-8 DO NOT RECORD (b) Terminate this Agreement and recover from Licensee: 1. The worth at the time of award of the unpaid compensation which has been earned or the sum of one (1) year's compensation, whichever is greater, at the time of termination of the Agreement; or 2. The worth at the time of award of the amount by which the unpaid compensation which would have been earned after termination of the Agreement until the time of award exceeds the amount of compensation loss that Licensee proves could have been reasonably avoided; or 3. The worth at the time of award of the amount by which the unpaid compensation for the balance of the term of this Agreement after the time of award; and, 4. Any other amount necessary to compensate Licensor for all detriment proximately caused by Licensee's failure to perform its obligations under this Agreement. Section 6.03 Default by Licensee Should Licensee default in the performance of any of the terms, conditions, or obligations contained in this Agreement, Licensor may, in addition to the remedies specified in Section 6.02 of this License, re-enter and regain possession of the License Area in the manner provided by the laws of unlawful detainer of the State of California then in effect. Section 6.04 Insolvency of Licensee The insolvency of Licensee as evidenced by a receiver being appointed to take possession of all or substantially all of the property of Licensee, or the making of a general assignment for the benefit of creditors by Licensee, or the filing of a petition in bankruptcy shall terminate this Agreement and entitle Licensor to re-enter and regain possession of the License Area. Section 6.05 Cumulative Remedies The remedies given to Licensor in this Agreement shall not be exclusive, but shall be cumulative and in addition to all remedies now and hereafter allowed by law or elsewhere provided in this Agreement. Section 6.06 Waiver of Breach The waiver by Licensor of any breach by Licensee of any of the provisions of this Agreement shall not constitute a continuing waiver or a waiver of any subsequent breach by Licensee either of the same or another provision of this Agreement. 250-9 DO NOT RECORD ARTICLE 7 -HAZARDOUS MATERIALS Section 7.01 At the time of execution of this License, Licensor warrants that the License Area is clean and contains no known hazardous materials. Licensee represents and warrants that it will comply with all environmental laws during the term of this License; its use of the License Area herein will not generate any hazardous substance, and it will not store or dispose on the License Area nor transport to or over the License Area any hazardous substance. Licensee further agrees to clean-up and remediate any hazardous substance on the License Area and Property, and hold Licensor harmless from and indemnify Licensor against any release of any such hazardous substance and any damage, loss, or expense or liability resulting from such release including all attorneys' fees, costs and penalties incurred as a result thereof except any release caused by the sole negligence of Licensor, its employees or agents. "Hazardous substance" shall be interpreted broadly to mean any substance or material defined or designated as hazardous or toxic waste, hazardous or toxic material, hazardous or toxic or radioactive substance, or other similar term by any federal, state or local environmental law, regulation or rule presently in effect or promulgated in the future, as such laws, regulations or rules maybe amended from time to time; and it shall be interpreted to include, but not be limited to, any substance which after release into the environment will or may reasonably be anticipated to cause sickness, death or disease. ARTICLE 8 -MISCELLANEOUS Section 8.01 Force Majeure -Unavoidable Delays Should the performance of any act required by this Agreement to be performed by either Licensor or Licensee be prevented or delayed by reason of an act of God, strike, lockout, labor troubles, inability to secure materials, restrictive governmental laws or regulations, or any other cause except financial inability not the fault of the party required to perform the act, the time for performance of the act will be extended for a period equivalent to the period of delay, and performance of the act during the period of delay will be excused, provided, however, that nothing contained in this section shall excuse the prompt payment of compensation by Licensee as required by this Agreement or the performance of any act rendered difficult solely because of the financial condition of the party, Licensor or Licensee, required to perform the act. Section 8.02 Notice Any written notice or required submittals, given under the terms of this Agreement, shall be delivered personally, or mailed, certified mail, postage prepaid, addressed to the party concerned as follows: To Licensor: Clerk of the City Council 250-10 DO NOT RECORD City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Telefacsimile (714) 647-6956 With courtesy copies to: Deputy City Manager for Development Services City of Santa Ana 20 Civic Center Plaza (M-25) P.O. Box 1988 Santa Ana, CA 92702 Telefacsimile (714) 647-6549 and, City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, CA 92702 Telefacsimile (714) 647-6515 To Licensee: Tres Estrellas de Oro 2414 East Florence Avenue Huntington Park, CA 90255 A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. Section 8.03 Contract Administrator The Deputy City Manager for Development Services of the Community Development Agency, or his/her designee, shall be City's License Administrator for this Agreement 250-11 DO NOT RECORD and all approval and notices required to be given herein shall be so directed and addressed. Section 8.04 Compliance with Laws Licensee shall at Licensee's own cost and expense comply with all statutes, ordinances, regulations, and requirements of all governmental entities, including federal and state, county and municipal, relating to Licensee's use and occupancy of the License Area whether such statute, ordinances, regulations, and requirements be now in force or hereinafter enacted. The judgment of any court of competent jurisdiction, or the admission by Licensee in a proceeding brought against Licensee by any government entity, that Licensee has violated any such statute, ordinance, regulation, or requirement shall be conclusive as between Licensor and Licensee and shall be considered grounds for termination of this Agreement by Licensor. Licensee will obtain all permits and other governmental approvals, required in connection with Licensee's activities hereunder, and update such permits/approvals as necessary. Section 8.05 Binding on Heirs and Successors This Agreement shall be binding on and shall inure to the benefit of the heirs, executors, administrators, successors, and assigns of the parties hereto. The provisions of this Section shall not be deemed to be a waiver of any of the conditions against assignment set forth herein. Section 8.06 Partial Invalidity Should any provision of this Agreement be held by a court of competent jurisdiction to be either invalid, void, or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect unimpaired by the holding, so long as the reasonable expectations of the parties hereto are not materially impaired. Section 8.07 Waste or Nuisance Licensee shall not commit or permit the commission by others of any waste on the License Area. Licensee shall not maintain, commit, or permit the maintenance or commission of any nuisance as defined in Section 3479 and/or Section 3480 of the California Civil Code on the Property or License Area; and Licensee shall not use or permit the use of the License Area for any unlawful purpose. Section 8.08 Repairs Licensee shall be required to make any repairs to the License Area occurring from damages caused by Licensee, its employees, agents, contractors, and subcontractors. io 250-12 DO NOT RECORD Section 8.09 Time of Essence Time is expressly declared to be of the essence in this Agreement. Section 8.10 Governing Law This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. Section 8.11 Survival Terms and conditions of this Agreement which by their sense and context survive the termination or expiration of this Agreement, shall so survive. Section 8.12 State of Emergency/Public Necessity Due to the fact that The Depot has been designated a Homeland Security Evacuation Center, upon the declaration of a state of emergency/public necessity, Licensor may, give immediate notice in writing to Licensee to suspend or revoke normal operation under this Agreement without liability to Licensee when the emergency/public necessity so requires, or to suspend operation immediately hereunder temporarily in the event of such public emergency, as maybe determined by the City Manager. Such suspension will terminate as soon as the public necessity or emergency no longer exists. Licensee shall be compensated for any time of suspended use or operation by Licensor in the form of an equal amount of time added onto the term of the License by Licensor (i.e. Licensee suspends operation for 2 months due to state of emergency, License is extended an additional 2 months). Section 8.13 Conflict of Interest Licensee covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of this License Agreement specified herein. Section 8.14 Attorney's Fees 11 250-13 DO NOT RECORD In the event suit is brought by either party to enforce the terms and provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees. Section 8.15 Exclusivity and Amendment This Agreement constitutes the entire agreement and understanding between Licensor and Licensee respecting the License Area, the licensing of the License Area to Licensee, or the License Term herein specified, and correctly sets forth the obligations of Licensor and Licensee to each other as of its date. Any agreements or representations respecting the License Area or their licensing between the parties not expressly set forth in this instrument are null and void. This Agreement or any part of it may not be changed, altered, modified, limited or extended orally or by any Agreement between the parties, unless such Agreement is expressed in writing, signed and acknowledged by Licensor and Licensee, or their successors in interest. Section 8.16 Captions Captions used in this Agreement are for ease of reference only and shall not affect the construction or interpretation of this Agreement. Section 8.17 Non-Discrimination Licensee shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Licensee affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. BALANCE OF PAGE INTENTIONALLYLEFT BLANK SIGNATURES ONNEXT PAGE 12 250-14 DO NOT RECORD IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers the day, month and year first written above. ATTEST: PATRICIA E. HEALY Clerk of the Council CITY OF SANTA ANA DAVID N. REAM City Manager APPROVED AS TO FORM: Joseph W. Fletcher, City Attorney BY: Lisa E. Storck Assistant City Attorney RECOMMENDED FOR APPROVAL: LICENSEE: Stephen G. Harding, Deputy City Manager for Development Services 13 Tres Estrellas de Oro By: Title: 250-15 DO NOT RECORD EXHIBIT A Depot Property 14 250-16 DO NOT RECORD EXHIBIT B Description of License Area 15 250-17 DO NOT RECORD EXHIBIT C RIDER RESPONSIBILITIES OF LESSEE Licensee Shall: 1. Conform to all requirements set forth by Licensor. 2. Occupy Suite 109 and Bus Bay #9 ONLY 3. Shall prohibit more than one bus on Depot property at a time. 4. Shall pay all unsecured property taxes for vehicles operating at The Depot at Santa Ana. 5. Shall pay for all improvement costs, including all approved signage 6. Require all ticket agents and office employees to remain behind the counter within Suite 109 during business hours. 7. Conduct all ticket sales at Suite 109 counter inside the Depot building. Violation of this prohibition will result in termination of this Agreement. 8. Prohibit any employee to approach any individual on Depot property outside of Suite 109 for the purpose of sales, marketing or any business engagement. 9. Require all bus drivers to come into Suite 109 to conduct all business. 10. Employees shall have access to Suite 109 daily at 5:00 a.m. when The Depot at Santa Ana opens for business. 11. Prohibit all employees from association with unlawful "gypsy cabs", "coyotes" or "riteros" This activity is a breach and will result in termination of this Agreement. 16 250-18 DO NOT RECORD PUBLIC ADDRESS SYSTEM USE: 1. Use of the P/A system is a privilege and will be conducted as such. Licensee will take all necessary steps to maintain equipment in good repair. Any damage to P/A System housed within Suite 109 will be repaired by Licensor at Licensee's expense. 2. All announcements will always be made in ENGLISH, in a clear, unhurried, well-enunciated voice. Subsequently, the same announcements may be made in any other language. 3. Before use, make sure that no one other announcements are being made. 4. Begin announcement with: "This is a Tres Estrellas de Oro announcement..." i~ 250-19 DO NOT RECORD EXHIBIT D ADDITIONAL INSURED ENDORSEMENT Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92702; its officers, employees, agents and volunteers are named as additional insureds ("additional insureds") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be canceled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92702. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective part of Policy # Issued to Named Insured Countersigned by this endorsement form as a Authorized Representative is 250-20