HomeMy WebLinkAbout25E - AGMT - TAXI SRVS AT SARTCCITY COUNCIL MEETING DATE:
AUGUST 2, 2016
TITLE:
AWARD SITE LICENSE AGREEMENT TO
CALIFORNIA YELLOW CAB FOR TAXI
SERVICES AT THE SANTA ANA REGIONAL
TRANSPORTATION CENTER
(STRATEGIC �PLAN
' NO. �3, 1C ) /
CITY MANAGER
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CLERK OF COUNCIL USE ONLY:
_•R•
❑ As Recommended
❑ As Amended
❑ Ordinance on 1®t Reading
❑ Ordinance on 2"d Reading
❑ Implementing Resolution
❑ Set Public Hearing For
CONTINUED TO
FILE NUMBER
Authorize the City Manager and Clerk of the Council to execute a one -year site license
agreement with California Yellow Cab for the term beginning August 3, 2016, through August 2,
2017, with three one -year extensions, exercisable by the City Manager, to compensate the City
$6,000 annually for use of the license area for taxi services at the Santa Ana Regional
Transportation Center, subject to nonsubstantive changes approved by the City Manager and
City Attorney.
DISCUSSION
On June 17, 2015, the City released a Request for Proposals (RFP) for taxicab services at the
Santa Ana Regional Transportation Center (SARTC). The company selected through this RFP
process closed their business as of April 2016. Although there has been a decline in request for
taxi cab services given alternative modes of transportation, taxicab services continue to be a
requested service by commuters and patrons of SARTC. This required the City to release a
second RFP to secure a new taxicab provider to service SARTC.
An RFP was released on June 22, 2016, to solicit bids for a new contract. The RFP was
advertised on the City's Planetbids online bid board. Staff also contacted Orange County Taxi
Administration Program ( OCTAP), which is an association of Orange County cities and the
County of Orange, created to coordinate taxicab service, oversee permitting, and provide other
administrative functions. All taxicab companies registered with OCTAP were also notified of the
RFP. Below is a summary of the proposals solicited and those received:
23 Taxicab Companies were notified via email
2 Santa Ana vendors were notified via email
1 Proposal received
1 Proposal received from a Santa Ana vendor
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Site License Agreement for Taxi Services at the
Santa Ana Regional Transportation Center
August 2, 2016
Page 2
The proposal received from California Yellow Cab Company is responsive to the RFP
requirements. In addition, California Yellow Cab is second largest taxicab provider in the county,
serving as contractor for the cities of Brea, Cypress, Fullerton, Garden Grove, Laguna Hills,
Laguna Woods, Mission Viejo, Rancho Santa Margarita, and Villa Park, and also holding
franchise agreements with City of Anaheim and John Wayne Airport. California Yellow Cab also
provides a customer - friendly process for requesting cab services via telephone or via a
smartphone application.
Staff is recommending that California Yellow Cab be awarded the site license agreement for taxi
services at the SARTC. The proposal submitted by this firm is consistent and reasonable. The
agreement term will begin on August 3, 2016, and terminate on August 2, 2017, and includes
options for three one -year renewals.
STRATEGIC PLAN ALIGNMENT
Approval of this item supports the City's efforts to meet Goal #3 - Economic Development,
Objective #1 (implement a comprehensive Economic Development strategy to ensure that Santa
Ana is a City with a vibrant business climate that is accessible, user - friendly and welcoming to all
residents and visitors), Strategy C (promote and market Santa Ana specific strengths in the
regional economy, including location, size of workforce, proximity to airport/trains, and availability
of industrial /commercial opportunities such as 55- freeway corridor, South Main corridor, South
Bristol Street, Harbor Blvd, Downtown, and Streetcar Corridor),
FISCAL IMPACT
Lease income in the amount of $6,000 annually will be received into the SARTC Concession -Taxi
Stand Revenue Account (No. 06717002 - 53815) in FY 2016 -17 to be expended $5,500 in FY
2016 -17 and $500 in FY 2017 -18. Funds will be appropriated into the SARTC Contractual
Services Expenditure Account (No. 06717650 - 62300) for routine maintenance.
Frtd Mousavipour
Executive Director
Public Works Agency
FM /MLM /GPL
Exhibits: 1. Site License Agreement
APPROVED AS TO FUNDS AND ACCOUNTS:
Francisco Gutierrez y�
Executive Director 9
Finance & Management Services Agency
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EXHIBIT 1
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SITE LICENSE AGREEMENT
BETWEEN THE CITY OF SANTA APIA
AND CALIFORNIA YELLOW CAB
RFP NO. 16 °084
THIS LICENSE AGREEMENT ("Agreement ") is made and entered into this Ist day of
August, 2016, by and between the City of Santa Ana, a charter city and municipal
corporation, duly organized and existing under the constitution and laws of the State of
California, herein referred to as "Licensor ", and California Yellow Cab, herein referred to
as "Licensee ".
RECITALS:
A. The City of Santa Ana desires to provide taxi cab pick up and drop off services at
the Santa Ana Regional Transportation Center as part of a multifaceted
transportation system for patrons, After reviewing various proposals, City desires
to contract for such services with Licensee.
8, Licensee represents that it is qualified to provide such taxi cab 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 the 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 — TERMS 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 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 1113", attached hereto and incorporated herein by
reference, for the purpose of accommodating up to three (3) taxi cabs at
any given time for pick Lip and drop off of passengers and for no other
purpose.
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(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
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 ertjoyment 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.
Section 1.02 Term
(a) The term of the Agreement for the License Area ( "Term ") shall be one (1)
year commencing on August 1, 2016 ("Commencement Date ") with three
(3), one (1) -year extensions which arc exercisable at Licensor's sole
discretion. Earlier termination of this License shall be in conformance
with Section 5.02.
Section 1.03 Compensation /Consideration
(a) Upon the Commencement Date, Licensee shall pay to Licensor monthly
compensation in the amount of $500.00 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: 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.
(b) Licensee's monthly compensation payments shall be subject to an
automatic annual adjustment of two and one -half percent (2.5 %) per year
or CPI - Los Angeles — Riverside — Orange County, All Urban Consumers,
whichever is greater, throughout the life of the Agreement.
(c) For any Renewal Term, Licensee shall pay the then current compensation,
increased by two and one -half percent (2.5 %) or CPI, whichever is greater.
(d) Any holding over after the expiration of the Term or Renewed Tenn, with
the consent of Licensor, shall be construed to be an extension from month
to month and shall otherwise be consistent with the terms and conditions
contained herein.
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Section 1.04 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 1.05 Non - Recording
Neither party shall record this Agreement
ARTICLE 2 —TAXES AND UTILITIES
Section 2.01 Taxes
Licensee is responsible for all taxes on the License Area.
ARTICLE 3 — IMPROVEMENTS AND ACCESS
Section 3,01 Licensee's Responsibilities.
(a) Licensee shall hold title only to Licensee's property and any equipment
placed on the License Area by Licensee. Licensee shall be responsible for
the cost of repairing any damage to the License Area and will leave the
License Area in satisfactory condition as approved in writing by Licensor.
Licensee shall be required to remove all of its property /equipment upon
expiration/termination of the License. Any personal property, equipment
or other improvements that are not removed within thirty days of days of
expiration/termination shall become the property of Licensor, at
Licensor's option.
(b) 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 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.
(c) Licensee shall maintain License Area in a clean condition. Any special or
intense cleaning, beyond routine maintenance, required to maintain the
area in a clean condition, shall be the responsibility of the Licensee.
Licensee shall at its sole cost and expense, be responsible for improvement
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and repair of the License Area, the Property, or to access roadways or
other nearby facilities occurring from damages caused by Licensee, its
employees, agents, contractors, and subcontractors. All improvements and
repairs are to be coordinated by the City utilizing City approved vendors.
(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 all the provisions of this License.
(c) Licensee shall enforce a company dress code which will provide
uniformity in the dress and appearance of all of its employees, as well as
in the presentation of its vehicles,
(f) All of the vehicles in Licensee's fleet must be kept clean, in good repair
and a like -new condition. All vehicles shall be uniform in appearance and
color, clearly displaying the company logo and phone number.
(g) Licensee shall provide a list of the primary drivers for SARTC which shall
be updated by Licensee periodically as needed.
(h) Licensee shall provide taxicab service at the SARTC from 5:00 a.m. to
12:00 a.m. on a daily basis. During peak periods of 6:00 a.m. to 9:00 a.m.
and 3:00 p.m. to 7:00 p.m., Monday through Friday, Licensee will provide
a minimum of three taxis.
(i) Licensee shall maintain its Orange County Taxi Administration Program
(OCTAP) licensing and certification. Failure to maintain such OCTAP
certification shall be cause for Licensor to immediately terminate this
Agreement.
(j) In addition to all responsibilities denoted above, Licensee shall perform all
other services required by the Licenser's Request for Proposals (# I6 -084)
and contained in Licensee's Proposal submitted July 8, 2016. Both
documents shall be maintained by the City of Santa Ana Department of
Public Works and the responsibilities contained therein are hereby set
forth as if attached in their entirety and incorporated into this Agreement
by reference.
Section 3.02 Liens
Licensee will not permit any mechanics' or materiatmens' or other liens to stand against
the License Area by reason of any use or occupancy by Licensee, or any person claiming
under Licensee.
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AWFICLE 4 — INDEMNITY AND INSURANCE
Section 4.01 Indemnification, Defense, Hold Harmless
Licensee shall indemnify, defend, and hold harmless City, its officers, employees, agents
and representatives, frorn and against any and all claims, demands, suits, arid causes of
action, and from and against all losses and expenses (including attorney's fees,) liability,
or consequential damages of any kind or nature arising out of or in connection with the
Licensee's (or Licensee's subcontractors, if any) entry on or use of the License Area,
other than damages resulting from City's gross negligence. 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
Licensee shall obtain and furnish to Licensor a policy of commercial general liability
insurance including motor vehicle coverage for all vehicles in Licensee's fleet of cars
servicing the License Area. The policy shall indemnify Licensee and Licensor, its
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 $1,000,000 per occurrence, $2,000,000
in the aggregate. Licensor also requires an Additional insured Endorsement in
substantially similar form as Exhibit C. The policy shall name the City of Santa Ana, its
agents, officers, employees and volunteers as Additional Insureds, and shall specifically
provide that Licensee's insurance coverage 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. Failure to comply
with the insurance provisions contained herein shall be deemed an event of default under
this Agreement.
Licensee shall maintain the required insurance certificates in accordance with the terms
of this Agreement as well as pursuant to the Orange County'Faxi Administration
Program (OCTAP) standards.
Section 4.03 Certificates of Insurance; Additional Insured Endorsements
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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
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
4. Licensee shall provide the onsite Property Manager with an up to date list of the
license plate numbers for each of its insured vehicles.
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 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
ten (10) days of Licensor's request.
ARTICLE 5 —TERMINATION AND DEFAULT
Section 5.01 Termination in the Event of Casualty or Condemnation
(a) In the event of any damage, destruction or condemnation of the License
Area, which renders the License Area unusable or inoperable in Licenser's
judgment, Licensee shall have the right, but not the obligation, to terminate
the Agreement with respect to the subject License Area by giving written
notice to Licensor within thirty (30) days after such damage, destruction or
condemnation. If by virtue of such casualty or condemnation, Licensor
determines that the License Area is no longer adequate for Licensee to
continue its operations, or any repairs to the License Area have not been
completed or cannot reasonably be completed within sixty (60) days from the
date of the damage, destruction or condemnation. This License Agreement
will become null and void.
(b) In the event of condemnation, unless Licensee is allowed by the condemning
authority to continue its operations in the License Area, this Agreement shall
terminate as of the date title to the Property vests in the condoning
authority or Licensee is required to cease its operations, whichever is earlier.
If any property described herein or hereinafter added hereto is taken in
eminent domain, the entire award shall be paid to Licensor.
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Section 5.02 Termination /Events of Definilt
(a) In the event of a monetary default by Licensee, Licensor shall provide
written notice to Licensee detailing the amount owed and demanding
payment. If the monetary default is not cured within fifteen (1 S) days of
the written notice, Licensor may terminate the Agreement.
(b) Licensor shall have at its sole discretion the option of terminating this
Agreement if Licensee loses its license to provide taxi cab transportation
services for any reason. Licensee shall notify the City immediately and in
uniting of its inability to obtain or maintain such permits, licenses,
approvals, waivers, and exemptions. Said inability shall be cause for
immediate termination of this Agreement.
(c) Failure of Licensee to maintain current insurance coverage in the amounts
and pursuant: to the terms contained herein shall constitute default of
contract which shall be cause for immediate termination of this
Agreement,
(d) Failure of Licensee to maintain current OCTAP certification and required
permits shall constitute default of contract which shall be cause for
immediate termination of this Agreement by Licensor.
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 or Renewal Term, Licensor Wray:
(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
(b) Terminate this Agreement and recover from Licensee:
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The amount necessary to compensate Licensor for all detriment
proximately caused by Licensee's failure to perform its obligations under
this Agreement, including the monthly license fee for up to six months,
during which time City shall negotiate with another provider to obtain
replacement taxi services. When such services are again in place, or after
six months, whichever occurs first, Licensee's obligation to pay monthly
license fee shall terminate.
Section 6.03 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 6.04 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 6,05 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.
ARTICLE 7 — HAZARDOUS MATERIALS
Section 7.01
A. 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. "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 envirommental' law, regulation or rule presently in effect or
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promulgated in the future, as such laws, regulations or rules may be amended from time
to time; and it shall be interpreted to include, but not be limited to, any substance which
after release into the enviromnnent will or may reasonably be anticipated to cause
sickness, death or disease.
B. Licensee must keep its License Area clean and free of graffiti, trash and debris and
any substances emitted from or related to maintenance of its vehicles, including but not
limited to, substances such as oil; gasoline, transmission fluid, etc.
AIdTICLE 8 — MISCELLANEOUS
Section 8.01 Force Majeuie — 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 wider the terms of this Agreement, shall
be delivered personally, or mailed, certified mail, postage prepaid, addressed to the party
concerned as follows:
To Licensor:
and,
Executive Director of the Public Works Agency
City of Santa Ana
20 Civic Center Plaza (M -21)
P.O. Box 1988
Santa Ana, CA 92702
Telefaesimile (714) 647 -5069
City Attorney
City of Santa Ana
20 Civic Center Plaza (M -29)
P.O, Box 1988
Santa Ana, CA 92702
Telefacsimile (714) 647 -6515
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To Licensee:
California Yellow Cab
520 West Dyer Road
Santa Ana, CA 92707
Telefacsimile (714) 438 -0405
ATTN: Tim Conlon
A party may change its address by giving notice in writing to the other party. Thereafter,
any communication shall be addressed and transmitted to the new address. If sent by
mail, 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 telefeesimile, 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 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, rotating to Licensee's use and occupancy of the License Area and
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 8.04 Minding 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 8,05 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
M
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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 8.06 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 or any nuisance as defined in Section 3479 and/or Section 3480 of the
Cal #brnia Civil Code on the Premises or License Area; and Licensee shall not use or
permit the use of the License Area for any unlawful purpose.
Section 8.07 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. All
improvements and repairs are to be coordinated by the City utilizing City approved
vendors.
Section 8.08 Time of Essence
Time is expressly declared to be of the essence in this Agreement
Section 8.09 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 8.10 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 8.11 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 performernee of this License
Agreement specified herein.
Section 8,12 Attorney's Fees
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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 8.13 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 8.14 Captions
Captions used in this Agreement are for ease of reference only and shall not affect the
construction or interpretation of this Agreement.
Section 8.15 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.
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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:
CITE' OF SANTA ANA
MARIA D. FlUIZAR DAVID CAVAZOS
Clerk of the Council City Manager
APPROVED AS TO FORM:
Sonia R. Carvalho
City Attorney
By: _
kyle llesen
Dept y City Attorney
RE,COMMENIDED FOR APPROVAL: LICENSEE:
FRED MOUSAVIPOUR
Executive Director
Public Works Agency
By:
Title:
Tax ID i*
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Exhibit C
ADDITIONAL INSURED ENDORSEMENT
FOR COMMERCIAL GENERAL LIABILITY POLICY
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
92701; its officers, employees, agents, volunteers and representatives are named as
additional insureds ( "additional insureds ") with regard to liability and defense of snits
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
cancelled, or materially reduced in coverage or limits except after thirty (3 0) days written
notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana,
California 92701.
(Completion of the following, including countersignature, is required to make this
endorsement effective.)
Effective
Policy #
Issued to
this endorsement form as a part of
Named Insured
Countersigned by
Authorized Representative
16
25E -18