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HomeMy WebLinkAboutNATIONAL RAILROAD PASSENGER CORPORATION, INC. - AMTRAK 1bINSURANCE NOT REQUIRED A-2006-027-02 WORK MAY PROCEED ctE/? `/Z CIL p R t G i f?l A L ???!lI'Tr (J" AMENDMENT TO SITE LICENSE AGREEMENT ?cc// AND EXERCISE OF SECOND OPTION TO EXTEND THIS AMENDMENT TO AGREEMENT is entered into on June 22, 2011, by and between the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California, hereinafter referred to as "Licensor", and National Railroad Passenger Corporation, hereinafter referred to as "Licensee". ' RECITALS: ' ,? A. The parties entered into that certain Site License Agreement A-2006-027, dated June 30, ;??? 2005, (hereinafter "Agreement") by which Licensee is granted a personal, non-exclusive, S l revocable license to encroach upon the described License Area for the purpose of ? accommodating a passenger train transportation company, including its business operations ? (hereinafter "License"). J B. In accordance with the terms and conditions of said Agreement, the Licensee desires to exercise its option to extend the term of said License Agreement. C. The parties also desire to amend said Agreement to allow Licensee to utilize a bus bay licensed to OCT for Licensee's Thruway Bus Service and to reflect that Licensor is responsible for ordinary maintenance and repair of the Property. WHEREFORE, in consideration of the covenants contained in said AAgreement, and subject to all consideration the terms and conditions Agreement, except those amended this Amendment to Agreement, the parties agree as follows: 1. Section 1.0 1, License Area and Use, shall be deleted in its entirety and replaced with the following: "(a) Licensor owns the real property described in Exhibit "A" attached hereto and made a part hereof (the "Property"), commonly known as the Santa Ana Regional Transportation Center ("SARTC") 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", as herein described and shown in general in Exhibit "B", attached hereto and incorporated herein by reference, ("License Area") for the purpose of accommodating a train transportation company including its business operations and for no other purpose. (b) The Orange County Transportation Authority ("OCTA") holds a personal, non- exclusive, revocable, license for the use of Bus Bay 1 O, as depicted in Exhibit "A". Licensor hereby authorizes OCTA to provide to Licensee a personal, non-exclusive, revocable license for the use of Bus Bay 1 O for the purpose of operating its Amtrak Thruway Bus Service. Licensee's use of Bus Bay 1 O will be pursuant to a schedule agreed between Licensor, Licensee and OCTA. Licensor and OCTA shall be notified immediately of any changes or adjustments to the Amtrak Thruway Bus Service, and may prohibit use of Bus Bay 10, if such change conflicts with current bus schedules of other parties. Licensee competitively contracts with third party bus operators to provide Amtrak California Thruway bus services, which are sponsored by Caltrans, and will operate at the SARTC. Should a schedule conflict or other substantial consideration make the use of Bus Bay 1 O unusable by Amtrak, the Licensor and Licensee, including OCTA if applicable, will make a good faith effort to find a suitable replacement in order to continue the provision of the Licensee's Thruway Bus Service at the SARTC. With the approval of OCTA and Licensor, Licensee may utilize Bus Bay 1 O to provide chartered bus service when Amtrak passenger train service is interrupted. Licensee will immediately notify OCTA and Licensor of the need to utilize Bus Bay 1 O for such chartered bus services. Should a rail service disruption be planned to accommodate scheduled trackwork, or unplanned as in the case of an emergency cessation of rail traffic, the Licensee may have the need to operate multiple buses at the SARTC in order to maintain passenger service levels to the public. In such a case, and with reasonable notice given the circumstance, the Licensee will consult with the Licensor to identify and implement suitable temporary staging areas in addition to the regularly assigned Bus Bay. Licensor will provide best effort but shall have no responsibility if such temporary staging area cannot be accommodated. All operators utilized by Licensee shall indemnify Licensor and shall provide insurance in compliance with Article 4, below. (c) 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 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. (d) 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 Licensor's use and occupancy of License Area shall be referable solely to the permission herein given. (e) As a covenant to this Agreement, Licensee shall adhere to and comply with all responsibilities enumerated in Rider 1, attached hereto and incorporated herein." 2. Pursuant to Section 1 .02, Term, Licensee hereby exercises its second option to extend the term for an additional one-year period, through June 30, 2012. 3. Section 3.01(c), Licensee's Area, shall be deleted in its entirety and replaced with the following: "(a) Each party shall provide access to the License Area to the other party and its employees, agents, contractors and subcontractors at reasonable times. Except in the case of emergencies, Licensor shall give Licensee twenty-four (24) hours notice prior to entry into the License Area. Licensor shall not enter the License Area unless accompanied by Licensee. (b) Licensee shall at its sole cost and expense provide special intensive cleaning as needed in the License Area. If Licensee, its employees, agents, contractors or subcontractors, causes any damage to the Property, to the License Area or to access roadways or other nearby facilities, Licensee shall promptly and properly repair same as specified by Licensor. (c) Licensee shall surrender the License Area in good and clean condition, less ordinary wear and tear. (d) Quiet Enjoyment. Upon Licensee paying the license fee reserved hereunder, and observing and performing all of the covenants, conditions, and provisions on Licensee's part to be observed and performed hereunder, Licensee shall have quiet possession of its License Area for the entire term hereof, subject to the provisions of this License." 4. Except as hereinabove amended, all terms and conditions of said Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Amendment to Agreement on the date and year first written above. ATTEST: ??u MARIA D. HUIZAR Clerk of the Council CITY. OF SANTA?AANA ?,?? l ?- PAUL M. WALTERS Interim City Manager APPROVED AS TO FORM: JOSEPH STRAKA Interim City Attorney ??? La?(ra Sheedy Assistant City Attorney RECOMMENDED FOR APPROVAL: ?--- RAUL GODINEZ, II Executive Director Public Works Agency NATIONAL RAILROAD PASSENGER CORPORATION ?. ??,,a;._. (NAME) ?i.Gr c c L o o ?o ? ct- n (Title) _? vp /?'?c?G. [,CJtca??c ?O ?U_ EXHIBIT A Santa Ana Regional Transportation Center Map showing public areas of SARTC, including Bus Bay 1 O EXHIBIT A Santa Ana Regional Transportation Center ??? °?: ?? , ??? ? ? ?- 0 ...? .?.? ?. 0 e? C--? s.. a? e? ?' ? ? •? V a? eet d i.+ C eC EXHIBIT B License Area Map showing AMTRAK license area EXHIBIT B (page 1) License Area i _ 1a _ ? _R _at _lr _lt ?_!4 _? ?, R ; t? ?? IK I I t ai I as t 1 _; I w? - ?? ?? 1 ?. ; ?'?? w? D ?? '`. .'. R ? ? ?? ? sl I ,¦ i ? ? ?-rss t .? .. ? ? ,? T nl -? . ?: I -`? 4 ?1 s ?L ? ? 1 6b 1 = dg ? ? ? ?? ? ?i at ? al It ?. ?? Z W. U Z O Q 1-- 0 a.. Z a ac J Z ?_ W Z Q a a^ V ,? EXHIBIT B (page 2) License Area ??_? ?? r ??? ? ? ?? ?m? ? 1J 0 .? 0 E-? s.. ?. a? ? ? a? •? V a? eQ c?