HomeMy WebLinkAbout25H - AGMT - OCTA SARTCREQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
MAY 3, 2016
TITLE:
AMEND SITE LICENSE AGREEMENT WITH
THE ORANGE COUNTY TRANSPORTATION
AUTHORITY FOR BUS PASSENGER
SERVICES AT THE SANTA ANA REGIONAL
TRANSPORTATION CENTER
STRATEGIC PLAN NO, 3,2C)
CITY MAAGER
RECOMMENDED ACTION
CLERK OF COUNCIL USE ONLY:
APPROVED
As Recommended
As Amended
Ordinance on I" Reading
Ordinance on 2nd Reading
Implementing Resolution
Set Public Hearing For
CONTINUED TO
FILE NUMBER
Authorize the City Manager and Clerk of the Council to execute the First Amendment to the Site
License Agreement with Orange County Transportation Authority, for the term beginning May 3,
2016, through the remaining three of five one-year renewal options to be granted at the City's
discretion, to compensate the City $2,282 annually for the use of the license area for bus
passenger services at the Santa Ana Regional Transportation Center, subject to nonsubstantive
changes approved by the City Manager and City Attorney.
DISCUSSION
The Santa Ana Regional Transportation Center (SARTC) is a regional transportation hub that
brings together Amtrak, Metrolink, Orange County Transportation Authority (OCTA), and
interstate bus services. It is open to the public seven days a week from 5:00 a.m. to midnight.
The facility contains approximately 35,000 square feet of total rental space, including ten bus
bays. Currently, four bus bays are licensed to OCTA, five are licensed to private bus operators,
and one bus bay remains vacant.
In 2009, the City entered into Site License Agreement No. N-2009-046 with OCTA for the use of
four bus bays at the Santa Ana Regional Transportation Center (Exhibit 1). Bus Bays 1, 2, and 3
primarily service OCTA commuter services Monday through Friday. Bus Bay 10 services OCTA
bus Route 59, which operates seven days a week. Earlier this year, OCTA contacted the City
requesting to license one additional bus bay for the implementation of Bravo! Route 560 service
starting in June 2016. This new route will operate every 12 minutes during rush hour and every
18 minutes, midday, between SARTC and Goldenwest Street in Westminster. Every other trip will
serve Long Beach. Route 560 will travel Seventeenth Street and Westminster Avenue along the
same route as OCTA's existing Route 60 but with fewer stops. This new rapid bus service will
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Amend Site License Agreement for Bus
Passenger Services at the SARTC
May 3, 2016
Page 2
reduce travel time from Santa Ana to Long Beach by twenty percent, a trip that currently takes
more than ninety minutes.
Of the ten bus bays at SARTC, five are licensed to private bus service passenger providers at an
average of $33,000 annually per bus bay. At this time, the City is agreeing to license to OCTA a
total of five bus bays for a total annual amount of $2,282, subject to CPI increases.
STRATEGIC PLAN ALIGNMENT
Approval of this item supports the City's efforts to meet Goal #3 Economic Development,
Objective #2 (create new opportunities for business/job growth and encourage private
development through new General Plan and Zoning Ordinance policies), Strategy C (promote
and market Santa Ana specific strengths in the regional economy including: location, size of
workforce, proximity to airport/train, and availability of industrial/commercial opportunities such as
55 -freeway corridor, South Main corridor, South Bristol Street, Harbor Boulevard, Downtown and
Streetcar Corridor).
FISCAL IMPACT
The Site License Agreement grants OCTA the option of monthly payments or a single, annual
payment. Revenues received in FY 2015/16 will be deposited into the PWA-SARTC Operations
revenue account (No. 06717002-53819). Annual revenue of $2,282 will be recognized in the
same revenue account and budgeted for expenditure in the FY 2016/17 PWA SARTC-Operations
Budget (Accounting Unit No. 06717650) and in subsequent budgets, if remaining extension
options are exercised.
i
re Mousavipour
Executive Director
Public Works Agency
FM/MLM/GPL
APPROVED AS TO FUNDS AND ACCOUNTS:
Francisco Gutierrez' °
Executive Director
Finance & Management Services Agency
Exhibits: 1. Site License Agreement No. N-2009-046
2. Amendment to Site License Agreement — OCTA
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N-2009-046
INSURANCE ON FILE DO NOT RECORDWORKMAYPROCEED
UNTIL INSURANCE EXPIRES
Sf
CLERK OF COUNCIL SITE LICENSE AGREEMENT
DATE: MAY 2 0 2009 BETWEEN
THE CITY OF SANTA ANA
AND
ORANGE COUNTY TRANSPORTATION AUTHORITY
THIS LICENSE AGREEMENT ("Agreement") is made and entered into this r__day of
JUj',) 2. , 2009, by and between the City of Santa Ana, a charter city, and municipal
corporation, duly organized and exiting tinder the constitution and laws of the State of
California, herein referred to as "Licensor", and the Orange County Transportation
Authority herein referred to as "Licensee".
RECITALS:
A. The City of Santa Ana desires to provide the Licensee with Bus Bays 1, 2, 3, and
10 at The Santa Ana Regional Transportation Center ("SARTC"), and Licensee
desires to contract for such services with Licensor.
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 ofthe 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", 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
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EXHIBIT A
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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.
Section 1.02 Term
The term of the Agreement for the License Area ("Term") shall be Five
Years (5) commencing on the date ofexecution hereof ("Commencement
Date"), At the Licensor's sole discretion, Licensee may be granted
extension of this Agreement, by and through 5 one-year options to extend
the term. Earlier termination of this License shall be in conformance with
Section 5.02,
Section 1.03 Consideration/Maintenance Fee
a) Licensee shall pay to Licensor an annual Maintenance Fee for the
maintenance and upkeep of the License Area in the amount of One
Thousand Six Hundred Fifty Dollars ($1,650.00) payable in one full
payment upon execution of this Agreement, and thereafter, on each
anniversary date of this Agreement. Licensee may choose to pay said
Maintenance Fee on a monthly basis with payments in the amount of One
Hundred Thirty Seven Dollars and Fifty Cents ($137.50) per month.
Payments will be due upon execution of this Agreement and thereafter on
or before the 10'h 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.
b) Said Maintenance Fee shall be applied towards the maintenance and
upkeep of Licensee's four bus bays. Regular maintenance includes, but is
not limited to the following: quarterly power washing of each of the bus
bays, repair/replacement of four wheel stops, striping for each bus bay,
removal of all trash, debris, graffiti, etc.
c) Licensee's annual maintenance payments shall be subject to an automatic
annual adjustment in accordance with, and proportionate to, the change in
the Consumer Price Index for Los Angeles—Anaheim—Riverside (CPI).
Licensor shall calculate the amount of the CPI adjustment and notify
Licensee in writing on each anniversary of this Agreement.
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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
ARTICLE 2 — RESERVED.
ARTICLE 3 — IMPROVEMENTS AND ACCESS
Section 3.01 Licensee's Equipment
a) Licensee shall hold title only to any equipment placed on the License Area
by Licensee. All of Licensee's equipment shall remain the property of
Licensee and are not fixtures that will stay on the License Area or
Property. Licensee has the right to remove all of its equipment at its sole
cost and expense on or before the expiration or termination of this
Agreement; provided that such removal shall be done in a professional and
careful manner, without interference or damage to any other equipment,
structures or operations on the License Area or the Properly, including the
use of the License Area or Property by Licensor or any of Licensor's
licensees, assignees or lessees. Licensee shall repair any damage to the
License Area caused by such removal and will leave the License Area in
satisfactory condition as approved in writing by Licensor. Licensee shall
be required to remove all its equipment upon expiration/termination of the
License, and if Licensee fails to do so within thirty (30) days, Licensor
may elect to do so at Licensee's sole cost and expense, or elect to not
remove such equipment, in which case, such equipment shall become the
property of Licensor, at Licensor's option. Any personal property,
equipment or other improvements that are not removed within said thirty -
day period shall become the property of Licensor, at Licensor's option.
Licensee's obligation to pay compensation to Licensor shall not cease,
unless all([ until the equipment that Licensee must remove, are removed to
Licensor's approval,
b) Each party shall provide access to the License Area to the other party, and
its employees, agents, contactors and subcontractors, twenty-four (24)
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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 Licensee's equipment within the License Area. Licensee's
exercise of such rights shall not cause undue inconvenience to Licensor.
c) Reserved.
d) 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.
e) Quiet Enjoyment, Upon Licensee paying the license tee 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,
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
Licensee shall indemnify, defend and hold harmless the City, its agents, officers,
employees and volunteers from and against any and all claims (including attorneys' fees
and reasonable expenses for litigation or settlement) for any loss or damages, bodily
injuries, including death, damage to or loss of use of property caused by the negligent
acts, omissions or willful misconduct by Licensee, its officers, directors, employees,
agents, subcontractors or suppliers in connection with or arising out of the performance
of this Agreement.
Section 4.02 Insurance
A. Licensee shall maintain self insurance coverage during the entire term of this
Agreement. Licensee shall provide the following self insurance coverage:
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1. Commercial General Liability, to include Products/Completed Operations,
Independent Contractors', Contractual Liability, and Personal Injury Liability
with a limit of $4,000,000.00 per occurrence,
2. Automobile Liability Insurance to include owned, hired and non -owned autos
with a limit of $4,000,000.00 each accident;
3. Workers' Compensation with limits as required by the State of California; and
4. Employers' Liability with minimum limits of $1,000,000.00.
B. Proof of self insurance coverage, in the form of an insurance certificate will
be submitted by Licensee to Licensor prior to commencement of the Agreement. It is
agreed that such self insurance shall be primary and non -contributive to any insurance or
self-insurance maintained by the Licensor.
Section 4.03 Reserved,
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:
I . 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
4. If Licensee self insures, Licenssee shall provide proof of self insurance including
the following:
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
existhrg excess/umbrella policies written by companies of recognized standing
showing a self-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
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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 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 Licensor'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 sissy (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 condemning
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.
Section 5.02 Termination
a) For Cause: This Agreement may be terminated on fifteen (15) days prior
written notice as follows: (1) by either party upon a default of any
covenant or term hereof by the other party, which default has been noticed
and is not cured within thirty (30) days of receipt of written notice of
default, provided that the grace period for any monetary default is only ten
10) days from receipt of notice; or (2) by Licensee if Licensee is unable
to occupy and utilize the License Area due to any action of the Interstate
Commerce Conunission or the Department of Transportation.
b) Without Cause: Either party may terminate this Agreement with ninety
90) days prior written notice to the other party.
ARTICLE 6 — ASSIGNMENT, ABANDONMENT, DEFAULT, INSOLVENCY
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Section 6.01 Assignment
Licensee may not assign this Agreement. "Chis 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. Licensee shall have the right to enter into contractual agreements with independent
contractor acting as agent, package deliverers, telegraphic, monetary or other transmittal
operators.
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 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 connpensationleonsideration specified in this Agreement as it becomes
due under this Agreement; or
b) Terminate this Agreement and recover from Licensee;
1, The worth at the time of award of the unpaid compensation which has
been carried or the stun ofone (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 canned 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 ,my 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.
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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 ofany 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
At the time of execution of this License, Licensor warrants that the License Area is clean
and contains no kno-wn 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 caused by Licensee, 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 environmental law, regulation or rule presently
in effect or 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 atter release into the environment will or may reasonably be anticipated
to cause sickness, death or disease.
ARTICLE 8 — LIISCELLANEOUS
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Section 8.01 Force Maieure —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 perforin
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
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:
and,
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
City Attorney
City of Santa Ana
20 Civic Center Plaza (IM -29)
RO. Box 1988
Santa Ana, CA 92702
Telefacsimile (714) 647-6515
To Licensee:
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Orange County Transportation Authority
550 S. Main Street
Orange, CA 92863-1584
Attn: Ryan Erickson
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 asset 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 Executive Director of the Community Development Agency, or his/her designee,
shall be City's License Administrator for this Agreement 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 and
Licensee's equipment whether such statute, ordinances, regulations, and requirements be
now in force or hereinafter enacted. Thejudgnnent of any court of competentjurisdiction,
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 Successes
This Agreement shall be binding on and shall inure to the benefit of tine 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
to
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Should any provision of this Agreement be held by a court of competentjurisdiction 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 connnission by others of any waste on tlue
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 Promises or License Area; and Licensee shall not use or
permit the use of tlue 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.
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 vonue 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
tormhuation or expiration ofthis Agreement, shall so survive.
Section 8.12 State of Emergency/Publie Necessity
Due to the fact that'fhe Depot has been designated a Homeland Security Evacuation
Center, upon the declaration of a state ofemergency/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 may be determined by the City Manager. Such suspension will
terminate as soon as the public necessity or emergency no longer exists. Licensee shall
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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
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 817 Non -Discrimination
Licensee shall not discriminate because of race, color, creed, religion, sex, marital status,
sexual orientation, age, national origin, ancestry, or mental or physical 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.
CITY OF SANTA ANA
DAVID N. REAM I
City Manager
ATTEST:
I ATI iCIA F. HEALY
Clark of the Council
APPROVED AS TO FORM:
Joseph W. Fletcher
City Attorney
BY: Lisa E. Storck
Assistant City Attorney
RECOMMENDED FOR APPROVAL:
Cynthia J. Nel on, Deputy City Manager
for Development Services
ORANGE COUNTY
TRANSPORTATION AUTHORITY
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JAMES S. KENAQ'
Interim Chief Executive Officer
ATTEST:
q
WENDY KNOWL S
Clerk of the Board
APPROVED AS TO FORM:
Lioagg `
Kennard R. Smart,
General Counsel
By:
Title;
Tax ID #
25H-18
FIRST AMENDMENT TO SITE LICENSE AGREEMENT BETWEEN THE
CITY OF SANTA ANA AND ORANGE COUNTY TRANSPORTATION AUTHORITY
THIS FIRST AMENDMENT TO SITE LICENSE AGREEMENT BETWEEN THE CITY OF
SANTA ANA AND ORANGE COUNTY TRANSPORTATION AUTHORITY ("License Agreement") is
made and entered into this 3rd day of May, 2016, by and between the above -referenced parties.
RECITALS
A. On June 1, 2009, the City of Santa Ana ("Licensor") entered into Agreement #N-2009-046 with
the Orange County Transportation Authority ("Licensee") for the purpose of licensing bus bays
1, 2, 3, and 10 to Licensee at the City -owned Santa Ana Regional Transportation Center
SARTC"), which is also known as "The Depot".
B. The original term of the License Agreement was 5 years, from June 1, 2009 through May 31,
2014, with 5 one-year extension options to be granted at Licensor's sole discretion.
C. Through such options, the Agreement remains in effect through May 31, 2016 and is subject to
three remaining one-year options at Licensor's sole discretion.
D. The parties now wish to amend the Agreement to include a fifth bus bay to the "License Area"
that is defined in the License Agreement by reference to Exhibit B to the License Agreement.
The Parties therefore agree:
The original Exhibit B to the License Agreement shall be superseded in its entirety by the Site
Plan that is attached to this First Amendment bearing the same exhibit title and depicting bus
bays 1, 2, 3, 9, and 10. All references to the "License Area" shall mean the new Site Plan and
more specifically these five numbered bus bays. There is no Exhibit A to this First
Amendment.
2. Section 1.03(a), Consideration/Maintenance Fee, is amended to read in its entirety:
Licensee shall pay to Licensor an annual Maintenance Fee for the maintenance and upkeep of
the License Area in the amount of Two Thousand Two Hundred Eighty -Two Dollars
2,282,00) payable effective June 1, 2016, and thereafter, in its entirety on June 1" of each year
of this Agreement. Licensee may choose to pay said Maintenance Fee on a monthly basis with
payments in the amount of $190.17 per month. Payments will be due upon execution of this
First Amendment and thereafter on or before the 10°i 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 of ten percent (10%) shall be applied after any payment
hereunder is due but unpaid."
3. Except as modified by this First Amendment, the terms and conditions of the License
Agreement remain unchanged and in full force and effect.
Exhibit 2
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IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to the
Agreement the date and year first written above.
CITY OF SANTA, ANA
David Cavazos
City Manager
ATTEST
Maria D. Huizar
Clerk of Council
APPROVED AS TO FORM
144'.
Jo M. Fink
Assistant. City Attorney
RECOMMENDED FOR APPROVAL:
Fred Mousavipour
Executive Director
Public Works Agency
ORANGE COUNTY TRANSPORTATION
AUTHORITY
Nance:
Title:
ATTEST
Name:
Title:
APPROVED AS TO FORM
Nance:
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