HomeMy WebLinkAbout25E - AGMT - RIGHT OF ENTRYREQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
2, 2014
TITLE:
RIGHT OF ENTRY AND LICENSE
AGREEMENT WITH CORBIZ, LLC, TO
CONSTRUCT AND MAINTAIN
IMPROVEMENTS IN THE ALLEY NORTH
OF SECOND STREET (STRATEGIC PLAN
NO. 3,4,A)
CITY MANAGER
RECOMMENDED ACTION
CLERK OF COUNCIL USE ONLY:
APPROVED
❑ As Recommended
❑ As Amended
❑ Ordinance on 1e1 Reading
❑ Ordinance on 2n' Reading
❑ Implementing Resolution
❑ Set Public Hearing For
CONTINUED TO
FILE NUMBER
Authorize the City Manager and Clerk of the Council to execute a Right of Entry and License
Agreement with Corbiz, LLC, to install and maintain improvements within the alley north of Second
Street between Broadway and Sycamore Street.
DISCUSSION
Corbiz, LLC, (Corbiz) has requested use of the space in the public alley adjacent to the Southern
Counties Gas Company (SCG) Building at 207 West Second Street. The space used as an existing
utility area will be improved to include a proposed patio area as shown on Exhibit 1. The
recommended action would allow for the improvements to be constructed and maintained within that
space.
The north- south, dead -end alley situated between the SCG Building and the Santora Building at 207
North Broadway has long been an underutilized public space subject to criminal activity and trash
accumulation. During the last few years, the owner of the SCG Building, Corbiz, has constructed
improvements within the alley, including removal of the outdated northerly archway, reconstruction of
the stairs and access ramp, installation of drainage improvements, and replacement of the pavement
tiles. These alley improvements were performed in conjunction with a significant upgrade of adjacent
Corbiz properties, including the remodel and retrofit of the SCG building and reconstruction of the
adjacent parking lot at 214 North Sycamore Street.
A portion of the alley adjacent to the recessed part of the SCG Building previously contained a walled -
off patio area. The wall and other improvements were removed by a former tenant. However, Corbiz
has requested approval to re- institute the patio area within the public alley by constructing a low block
wall topped with a wrought iron fence and gas lamps as shown in Exhibit 2. In addition, a utility area
was previously constructed under a building permit within the alley adjacent to the SCG Building.
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Right of Entry and License Agreement to Construct
Improvements in Alley north of Second Street
December 2, 2014
Page 2 of 2
With the exception of uses and improvements allowed under the City Outdoor Dining Ordinance,
private improvements are typically not allowed within public street or alley rights -of -way. Because
Corbiz is interested in leasing to tenants for uses other than restaurants, it has requested that the use
of the patio space not be contingent upon adjacency to a food establishment. Staff recommends
permitting the proposed patio improvements to help activate the alley.
Because the patio area improvements will be constructed and maintained by Corbiz, a license
agreement as shown in Exhibit 3, for a revocable encroachment permit is required along with
insurance and a surety bond. The license agreement will incorporate the existing utility area. The
space for both areas will be leased to Corbiz at a rate consistent with the City's Outdoor Dining
Ordinance and City Council adopted fee resolution.
STRATEGIC PLAN ALIGNMENT
Approval of this item supports the City's efforts to meet Goal #3 Economic Development, Objective
#4 (continue to pursue objectives that shape downtown Santa Ana into a thriving, culturally diverse,
shopping, dining, and entertainment destination), Strategy A (provide a safe and inviting public
environment in the downtown [including the Wellness Corridor] through enhanced amenities,
improved way - finding, and engaging street/sidewalk design and lighting).
ENVIRONMENTAL IMPACT
In accordance with the California Environmental Quality Act, the proposed project is exempt from
further review per section 15303. Statutory Exemption ER No. 2014 -148 will be filed for this project.
FISCAL IMPACT
The revenue from the lease payments will be received into the Public Works General Fund - Rental
of Property revenue account (01117002- 57960).
4
PA Mousavipour
Executive Director
Public Works Agency
EWG/TH
Exhibits: 1. Location Map
2. Rendering
3. Agreement
APPROVED AS TO FUNDS AND ACCOUNTS:
Francisco Gutierrez S�
Executive Director
Finance & Management Services Agency
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EXISTING PARKING LOT
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SANTA ANA
City Council
Agenda Oote-
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December 2, 2014
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Title,
RIGHT OF ENTRY AND LICENSE AGREEMENT
WITH CORBIZ, LLC, TO CONSTRUCT AND
MAINTAIN IMPROVEMENTS IN ALLEY NORTH
OF SECOND STREET
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25E -6
RIGHT OF ENTRY AND
LICENSE AGREEMENT
(201 W. Second Street, Santa Ana, CA)
THIS RIGHT OF ENTRY AND LICENSE AGREEMENT ( "Agreement') is made and
entered into this 2 "d day of December 2014 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 the "City "), and Corbiz, LLC, a California
limited liability company (herein referred to as "Licensee "), with respect to the following:
RECITALS:
A. Licensee owns and intends to make available for lease the building located on that certain
property located at 207 West Second Street, Santa Ana, CA (hereinafter `Building "),
B. City owns or has an easement for public alley purposes in, over, and upon the north/south
alley north of Second Street between Broadway and Sycamore Street (hereinafter
"Alley") which abuts the west side of the Building.
C. Licensee desires a license to maintain a permitted utility enclosure; as well as construct
and maintain an outdoor patio area, both within a portion of the Alley adjacent to the
recessed portion of the Building (hereinafter referred to as "License Area " or the
"Premises "), as described in Exhibit A and depicted in Exhibit B, attached hereto and
incorporated by reference.
D. Licensee has previously obtained a permit from the City permitting the construction of a
utility enclosure (including within the enclosure, an eight foot high block wall, three
electrical panels, water main manifold and gas meters) within a portion of the Alley as
shown in Exhibit A and identified as "Utility Area," and such permitted use may continue
notwithstanding the termination of this Agreement.
NOW, THEREFORE, for good and valuable consideration, Licensee and City do hereby
agree as follows:
1. RIGHT OF ENTRY AND LICENSE
(a) The City hereby grants to Licensee a personal, non- exclusive, revocable (as
provided herein) license (the "License ") upon each of the covenants and conditions set forth
herein for the period commencing on December 3; 2014 after execution of this License
(hereinafter "Commencement Date "), for a five (5) year term ending on December 31, 2019,
subject to annual renewal or cancellation by the Executive Director of Public Works, or his
designee, as herein set forth, a license to operate an outdoor patio space of approximately 924
Exhibit 3
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25E -7
square feet (hereinafter referred to as "Patio Area ") in the portion of the public Alley adjacent to
certain real property located at 207 West Second Street, in the City of Santa Ana, County of
Orange, State of California, more particularly described in "Exhibit A" attached hereto and
incorporated herein by reference. The Patio Area may be referred to as the "Premises" herein.
This License is made subject arid subordinate to the prior and continuing right of Licensor to
use the Premises or the use of the public right -of -way.
(b) Provided that all of the terms and conditions of this Agreement are fully satisfied
as of the Commencement Date of this Agreement, City hereby grants to Licensee and its
employees, agents and contractors the non - exclusive, non - assignable, personal, revocable right
(as provided herein) and license to install and maintain within the Patio Area a three foot six inch
high combination block wall/wrought iron fence, eight - 96" tall gas lamp lighting fixtures with
supporting gas supply line, and brick pavers to match the existing adjacent Alley surface.
Utilities to serve a potential fire pit and a water feature are also included within the permitted
uses of the Premises. Except for the rights and uses expressly granted and permitted under this
Agreement, it is expressly understood that this Agreement does not in any way whatsoever grant
or convey any other rights of possession, any easement interest or other cognizable property
interest in said Premises.
(o) Licensee may not use the Patio Area to dispense food and beverage products
unless and until Licensee (or its tenant) applies for and secures an outdoor dining license
agreement in compliance with the City's Outdoor Dining Ordinance Standards and Procedures
on file with the City's Public Works Agency. Should Licensee (or its tenant) secure an outdoor
dining license agreement for the use of the Patio Area, Licensee (or its tenant) may use the Patio
Area for outdoor dining and this Agreement shall become null and void and Licensee (or its
tenant) shall follow the rules and regulations pertaining to the Outdoor Dining Ordinance (Santa
Ana Municipal Code Section 33 -168 through 33 -180) and any agreements issued thereunder.
2. LICENSE AND RENEWAL FEE
Licensee shall pay to the City a License fee equivalent to the Outdoor Dining Application
Fee of $1,208.57. Every year hereafter, the Licensee may renew the License subject to a License
renewal fee at a rate equivalent to the Outdoor Annual License Fee to as set by the resolution of
the City Council, as amended from time to time, for the use of the Premises. The current License
renewal fee for fiscal year 2014/2015 is $0.79 per square foot of the Premises.
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Payment of this License fee to the City shall be made payable to the order of the "City of
Santa Ana" and delivered to the Transportation & Development Services Division of the Public
Works Agency.
3. EQUIPMENT
(a) Licensee shall, at its sole cost and expense, furnish all required physical barriers
or other design elements, consistent with the City Municipal Code, City Building Code and any
related regulations, around the Premises in such a manner to ensure that use of the Premises will
not cause a safety hazard to pedestrians.
(b) All equipment and furnishings and the cost of their installation and maintenance
shall be provided at the sole expense of Licensee. All such equipment which is affixed to the
Premises shall be used in the Premises, shall be deemed to be Licensee's personal property, and
shall be removed immediately by Licensee at the termination of this License Agreement.
(c) Licensee shall not modify the public alley in any manner without prior written
approval of the Executive Director of the City's Public Works Agency or his designee
( "Executive Director").
(d) Concurrent with removal of Licensee's fixtures and equipment, Licensee, at its
own expense, shall return the Premises to substantially the same or better condition as the
Premises existed as of the Commencement Date to the reasonable satisfaction of the Executive
Director.
4. UTILITIES
The LICENSEE shall pay all charges for fuel, gas, water, electricity, telephone services,
and any other utilities necessary to carry on the operations of Licensee within the Premises.
Licensee may apply to the City's Building and Safety Division for a permit to supply electricity,
water and /or natural gas to the Patio Area. Such permit would include a lighting plan which
abides by the requirements in pertinent City codes and regulations.
5. PREMISES MAINTENANCE AND MAINTENANCE DEPOSIT
(a) Licensee at its own expense shall keep the Premises in a clean and sanitary
condition and upon expiration of this License Agreement, or upon earlier termination of this
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License Agreement, 'shall return the Premises to the City in substantially the same or better
condition as the Premises existed as of the Commencement Date.
(b) Upon execution of the License Agreement, Licensee shall provide a sidewalk
maintenance deposit in the form of a cash deposit in the amount of One Thousand Dollars
($1;009.00).
Said deposit shall be held by the City, without liability for interest, as security for the
faithful performance by Licensee of terms, covenants and conditions of this Agreement
pertaining to Licensee's maintenance of the public sidewalk, Alley, paving and fixtures.
Dining the term of this License Agreement, the City shall have the right, at its option, to
appropriate and apply the entire maintenance deposit or so much thereof as may be necessary to
compensate the City for all repairs to the alley surface due to breach of this maintenance
covenant on the part of Licensee. Should the entire deposit or any portion thereof be
appropriated and applied by the City hereunder, Licensee shall, upon written demand of the City,
forthwith remit to the City sufficient amount to restore said maintenance deposit to the original
sum deposited. Licensee's failure to do so within five (5) business days after receipt of such
demand shall constitute a breach of this Agreement. The rights and remedies granted to City
pursuant to this Paragraph are in addition to City's other remedies as provided in this License
Agreement and by law. The deposit will be refunded upon termination of the License
Agreement after an inspection of the condition of the alley surface, paving and fixtures by the
City's Public Works Agency.
6, GARBAGE AND RUBBISH
Licensee's management shall keep the Premises clear of litter and graffiti. No boxes,
barrels, supplies or rubbish in any Bonn shall be kept, piled or stored in the Premises unless
approved in writing by City. As required by the City, Licensee shall provide standard garbage
receptacles, shall place therein all garbage and refuse, and shall arrange with the City's
Sanitation Division or other approved contractor for collection from an approved location at
Licensee's expense.
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7. ALTERATIONS AND REPAIRS
Licensee accepts the Premises in the condition they now are, and City shall not be
required to make any alterations, improvements or repairs therein or thereon. Licensee hereby
waives any and all rights, if any it may have, to any expressed or implied warranties concerning
the condition of Premises. Licensee shall not make any changes or remove any portion of the
Premises without first securing the prior written consent of the Executive Director, which
consent shall not be unreasonably withheld or delayed. All such approved changes or removals
shall be at the sole expense of Licensee.
8. SIGNS AWNINGS UMBRELLAS MUSIC AND MERCHANDISE
Licensee shall be allowed to install and use awnings or free - standing umbrellas provided
they meet the City's Building Code with any required permits for placement and maintenance.
No signs or advertising matter of any kind shall be displayed in the Premises, except as approved
by the City's Planning Department and in compliance with the City's Building Code, obtaining
any required permits. Unamplified musical instruments or sound reproduction systems are
permitted in the Premises, but shall be maintained at sufficiently low volumes so as not to unduly
intrude on neighboring businesses, residents, or users of the public right -of -way beyond the
Premises.
4. CONDUCT
Licensee shall at all times conduct its business or operate its business within the Premises
in a quiet and orderly manner to the satisfaction of the City so that same shall not become or
constitute a nuisance either public or private.
10. MECHANICS' LIENS
Licensee shall keep said Premises and every estate, right, title and interest therein, or in
or to any part thereof, at all times during the terra of this License Agreement, free and clear of
any mechanics liens, and other liens, and liens for labor, services, supplies, equipment, or
material incurred by it, and Licensee will at all times fully pay and discharge and wholly protect,
defend and hold harmless the City on account of said liens, or claims, or assertions, or filing
thereof. City reserves the right, at its sole cost and expense, at any time, to post and maintain on
the Premises or any part thereof, any notices of non - responsibility or other notices as my be
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desirable to protect the City against liability. In addition to, and not as a limitation of City's
other rights and remedies under this Agreement, should Licensee fail, within ten (10) days of
written request from City, either to discharge any lien or to bond for any lien, or to defend,
indemnify, and hold harmless City from and against any loss, damage, injury, liability or claim
arising out of a lien, then City, at its option, may elect to pay such lien, or settle or discharge
such lien and any action or judgment related thereto and all costs, expenses and attorney fees
incurred in so doing shall be paid to City by Licensee upon written demand.
11. INGRESS AND EGRESS
The City reserves the right with reasonable prior notice to Licensee to enter upon the
Premises covered by this License Agreement for purposes of inspection and maintenance as
provided herein, at any and all times during the term of this License Agreement, No
merchandise may be stored or displayed in the Premises
12, TAXES
The Licensee shall exonerate, indemnify, and hold harmless the City from and against;
and shall defend the City from and against, and shall assume full responsibility for, payment of
all wages or salaries and all federal, state, and local taxes or contributions imposed or required
under the Unemployment Insurance, Social Security, Income Tax laws, Workers' Compensation
laws, or other laws with respect to the Licensee's employees engaged in the performance of
Licensee's obligations and operations hereunder.
This Agreement may create a possessory interest in public property which is subject to
taxation. In the event such interest is created, Licensee shall pay any and all taxes levied on such
interest.
Licensee shall pay any and all taxes upon personal property and improvements belonging
to said Licensee and upon its possessory interests, if any, and Licensee shall pay all sales and
other taxes levied against the operation of said business.
13. INSURANCE
Prior to commencing occupancy of the Premises or commencing construction of any
improvements on the Premises, Licensee shall procure and maintain at Licensee's own cost and
expense for the duration of the License Agreement, the following insurance against claims for
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25E -12
injuries to persons or damages to property which may arise from or in connection with the
condition of the Premises or the possession, occupancy, operation and use of the Premises by
Licensee, Licensee's agents, representatives, employees, or subcontractors.
(a) Minimum Limits of Insurance.
Licensee shall maintain limits of insurance coverage in the following minimum
amounts:
1. Commercial General Liability: One Million Dollars
($1,000,000.00), combined single limit per occurrence for bodily injury
and property damage.
2. Workers' Compensation and Employers' Liability: Workers'
Compensation limits as required by the Labor Code of the State of
California and Employers' Liability limits of One Million Dollars
($1,000,000.00) per accident. It is understood that Worker's
Compensation and Employer's Liability shall be maintained for
"Premises" whenever its required by law for construction, maintenance, or
License occupancy.
3. Personal Property Insurance: Property insurance shall be provided
for all Licensee's contents, inventory, equipment, and for any
improvements or betterments made by Licensee to the Premises. Licensee
shall obtain and keep in force during the term of this License Agreement a
policy or policies of insurance covering loss or damage to such equipment,
improvements or betterments located in, on, or upon the Premises, in the
amount of at least one hundred percent (100 %) of the frill replacement
value thereof, as the same may exist from time to time, against all perils
included within the classification of fire, extended coverage endorsement,
vandalism, and malicious mischief endorsement. The City shall bear no
responsibility for any loss, damage, or destruction of Licensee's
equipment, improvements or betterments, even if Licensee fails to procure
and maintain the personal property insurance required hereunder.
(b) Other Insurance Provisions.
Insurance carriers providing coverages shall be "admitted carriers" as determined
by the State of California. Licensee shall procure an endorsement for the comprehensive
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commercial general liability policy naming the City of Santa Ana, its elected and
appointed boards, officers, ,agents and employees as additional insureds with primary
coverage, on a City- approved Special Endorsement form, attached hereto as Exhibit C.
City shall be provided at least thirty (30) days written notice of any change in the terms
ofinsurance.
(c) Verification of Coverage.
Licensee shall furnish the City with certificates of insurance required by this
clause, and the City's duly executed Special Endorsement form, All verifications of
coverage shall be in a form satisfactory to the City Attorney's Office of City. The
certificates are to be signed by a person authorized by that insurer to bind coverage on its
behalf. Evidence of personal property insurance shall expressly provide for coverage of
the outdoor dining area.
(d) Increase in Required Insurance Coverages.
City may increase the dollar amount of coverage required under any of the
policies described above, upon prior written notice to Licensee.
14, GOVERNING LAW
This License shall be governed by and construed in accordance with the laws of the State
of California, with venue in Orange County.
15. COMPLIANCE WITH LAWS AND ORDINANCES
Licensee shall conduct its business in accordance with all the laws, ordinances, rules and
regulations, applicable to such business as from time to time adopted by City, County, State and
the United States.
16. PERMITS AND LICENSES
The Licensee shall be required to obtain any and all permits or licenses that may be
required from time to time in connection with the services to be performed under this License
Agreement to comply with Licensee's covenant under Section 15 above.
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17. PROHIBITION AGAINST TRANSFER
Except as provided below, Licensee shall not assign, sublease, hypothecate, or transfer
this Agreement or any interest therein directly or indirectly, by operation of laws or otherwise.
Any attempt to do so shall be null and void, and any assignee, sublessee, hypothecatee or
transferee shall acquire no right or interest by reason of such attempted assigmnent,
hypothecation or transfer. Notwithstanding the foregoing Licensee may sublease, assign or
transfer its rights under this Agreement to any tenant to Whom Licensee leases the Building.
However, the Premises shall not be leased independently or separately from the Building. Upon
sale of the Building, this Agreement shall automatically terminate. Any subsequent Building
owner may meet with the City to request a License Agreement for the Premises with terms
similar to this Agreement.
18. WAIVERS
A waiver by the City of any breach of any term, covenant or condition contained herein
shall not be deemed to be a waiver of any subsequent breach of the same or any other term,
covenant or condition contained herein, whether of the same or a different character.
19. HOLDOVER
Any holding over by Licensee after the expiration or any termination of this License
Agreement or by any extension or renewal thereof shall not constitute a renewal or extension of
the tern hereof
20. HOLD HARMLESS
Licensee agrees to defend, indemnify and hold harmless the City of Santa Ana, members
of its City Council, boards and commissions, officers, agents, volunteers and employees
(hereinafter, collectively "the City "), from and against all loss, damage, cost, expense, liability,
claims, demands, suits, attorneys' fees and judgments ( "Claims ") arising from or in any manner
connected to Licensee's possession, occupancy or use of the Premises and/or arising from or in
any manner connected to the condition of the Premises and Licensee's business, activities,
operations, services or work conducted in, on or about the Premises.
Licensee further agrees to indemnify, defend and hold harmless the City from and against
all Claims arising from or in any manner connected to the furnishing or supplying of any work,
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services, materials, equipment or supplies by any persons, nuns, corporations or other entities in
connection with this License Agreement or Licensee's operations.
Without limiting the generality of the foregoing, Licensee agrees that City shall not be
liable for any injury to Licensee's business or any loss of income therefrom, or for damage to the
goods, wares, merchandise, improvements or other property of Licensee, Licensee's officers,
agents, employees, contractors, invitees, or customers, or any other person in, on or about the
Premises, or personal injury or death of Licensee, its officers, agents, employees, contractors
invitees, and customers.
Notwithstanding the foregoing, Licensee shall not be required to defend, indemnify or
hold harmless City for any Claims arising from the gross negligence or wrongful conduct of
City.
21, INDEPENDENT CONTRACTOR
It is understood and agreed that Licensee, in the performance of this License Agreement,
will be acting in a wholly independent capacity and not as agents, employees; partners, or joint
ventures of the City. This Agreement does not create a tenancy of any nature whatsoever
between the City and Licensee.
22, TERMINATION
In the event Licensee hereto fails to, or refuses to, perform any of the provisions hereof at
the time and in the manner required hereunder, Licensee shall be deemed in default in the
performance of its obligations under this License Agreement. If such default is a monetary
default which is not cured within a period of three (3) business days after receipt of written
notice of default from the City to Licensee, specifying the nature of such default and the steps
necessary to cure such default, the City may terminate this License Agreement forthwith by
giving to the defaulting party written notice thereof. If such default is a non - monetary default
which is not cured within ten (10) business days after written notice of default from City to
Licensee, specifying the nature of such default and the steps necessary to cure such default, the
Executive Director may suspend, terminate, or revoke this License Agreement forthwith by
giving to the defaulting party written notice thereof.
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Either patty shall have the option at any time, without cause, of terminating this License
Agreement on One Hundred Eighty (180) days written notice.
Upon any termination, the Licensee shall pay to the City that portion of the compensation
specified in paragraph 3 hereof unpaid by Licensee prior to the effective date of termination.
23. NOTICES
All notices, demands, requests, or approvals to be given under this License Agreement,
shall be given in writing and shall be deemed served when delivered personally, or by a
recognized overnight commercially courier or seventy -two (72) hours after the deposit thereof in
the United States Mail, postage prepaid, registered, or certified, addressed as hereinafter
provided.
TO CITY: Clerk of The Council
City of Santa Ana
20 Civic Center Plaza (M -30)
P.O. Box 1988
Santa Ana, California 92702
With courtesy copy to:
TO LICENSEE: Alfonso G. Cordero
Corbiz, LLC
17531 Von Karman Avenue
Irvine, CA 926 t 4
Executive Director of the Public Works Agency
City of Santa Ana
20 Civic Center Plaza (M -21)
P.O. Box 1988
Santa Ana, California 92702
Any party hereto may, from time to time by notice in writing served upon the other party
as aforesaid, designate a different mailing address or a different person to whom all such notices
or demands are thereafter to be addressed.
24. INVALIDITY;
If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable
by a court of competent jurisdiction, the remaining provisions shall continue in full force and
effect.
25. RECITALS.
Recitals A through D above are incorporated in and made a part of this Agreement..
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IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the
date first set forth above.
ATTEST:
CITY OF SANTA ANA
Maria D. Huizar David Cavazos
Clerk of the Council City Manager
APPROVED AS TO FORM:
Sonia R. Carvalho
City Attorney
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Lisa Storck
Assistant City Attorney
Recommended for Approval:
Fred Mousavipour
Executive Director - PWA
Alphonso G. Cordero
Managing Member, Corbiz, LLC
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