CONSENT TO SUB-LICENSE AGREEMENT
This CONSENT TO SUBLICENSE AGREEMENT (“Agreement”) is dated as of April 16, 2024, and entered into b y and between the CITY OF SANTA ANA, a charter city and municipal corporation existing under the Constitution and laws of the State of California (“City”), Pacific Coast Shuttles, LLC, a California limited liability company dba Futura Bus Net, Inc ., a California corporation (“Licensee”), and Ohana Shuttles, LLC, a California limited liability company (“Sublicensee”).
RECITALS
A. Licensee and Sublicense e provide bus transportation services throughout the state of California.
B. On October 17, 2023, Licensee entered into License Agreement No. A-2023-180 (“License Agreement”), which is incorporated herein by this reference and attached as Exhibit A . The License Agreement provides for the use of and access to the Santa Ana Regional Transportation Center Facilities (“SARTC” or “Facilities”), located at 1000 East Santa Ana Boulevard in the City of Santa Ana, for a bus stop for the purpose of drop off and pick up of its Invitees (as defined in the License) that utilize Licensee’s bus services (“Transit Services”). The bus bay subject to this Agreement is Bus B ay #8 (“License Area”) as described in Section 1.1 of the License Agreement.
C. Pursuant to Section 1.8 of the License Agreement, Licensee shall not, either voluntarily or by action of law, assign or transfer this License or any obligation, right, title or interest assumed by Licensee herein without the prior written consent of the City.
D. Licensee desires to allow Sublicensee the use and access of the License Area for a bus stop for the purpose of drop off and pick up of its Invitees and allowing its Invitees to utilize the Transit Services.
NOW THEREFORE, for and in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. Consent to Sublicense. Pursuant to Section 1.8 of the License Agreement, the City hereby confirms its consent to the sub -license by Licensee to Sublicensee. Sublicensee acknowledges and agrees that it will be bound by the terms and Conditions of the License Agreement including but not limited to indemnifying the City and provid ing the insurance requirements more fully described in the License Agreement.
2. Fee. As consideration for this Agreement, Sublicensee shall be required to pay $1,500.00 per month in compensation to the City , as further described in Exhibit B, which is attached hereto and incorporate herein by this reference. Licensee shall continue to pay the monthly license fee as provided in Section 1.6 of the License Agreement.
3. Term. This Sublicense shall commence on May 1, 2024 and terminate on April 30, 2025, with the option for the City to grant up to three (3), one (1) year renewals, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 1.10 of the License Agreement. In the event the City and/or Licensee terminates the License Agreement, this Agreement shall automatically terminate without any further action by the City.
4. Miscellaneous.
4.1 Entire Agreement, Waiver and Amendments. This Agreement incorporates all of the terms and conditions mentioned herein, or incidental hereto, and supersedes all negotiations and previous agreements between the parties with respect to the subject matter of this Agreement. All waivers of the provisions of this Agreement must be in writing and signed by the appropriate authorities of the party to be charged. Any amendment or modification to this Agreement must be in writing and executed by the appropriate authorities of the City, Licensee and Sublicensee.
4.2 No Assignment. Sublicensee shall not assign or transfer or otherwise convey any interest in this Agreement to any party without the express prior written consent of City, which consent may be withheld in City’s sole and absolute discretion.
4.3 Applicable Law. This Agreement shall be construed and enforced in accordance with the internal laws of the State of California.
4.4 Litigation Expenses. If the parties to this Agreement commences an action against the other party to this Agreement arising out of or in connection with this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees, expert witness fees, costs of investigation, and costs of suit from the losing party.
4.5 Authority. The persons executing this Agreement on behalf of the parties hereto represent and warrant to the other party that they are duly authorized to execute and deliver this Agreement on behalf of such party, and by so executing this Agreement, said party is formally bound to the provisions of this Agreement.
4.6 Notices. Any notices, requests, or approvals given under this Agreement from one party to another shall be in writing and shall be personally delivered or deposited with the United States Postal Service for mailing, postage prepaid, by certified mail, return receipt reques ted, to the addresses of the other party as stated in this section, and shall be deemed to have been received at the time of personal delivery or three (3) days after the deposit for mailing. Notices shall be sent to:
If to Licensee:
Futura Bus Net, Inc.
4425 E. Olympic Blvd.
Los Angeles, CA 90023
If to Sublicensee:
Ohana Shuttles, LLC
4425 E. Olympic Blvd.
Los Angeles, CA 90023
If to City: City Clerk
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
4.7 Execution in Counterpart. This Agreement may be executed in several counterparts, and all so executed shall constitute one agreement binding on both of the parties hereto, notwithstanding that both parties are not signatories to the original or the same counterpart.
[signatures on following page]
EXHIBIT A
LICENSE AGREEMENT
INSURANCEONFILE A-2023- 180WORKMAYPROCEED
UNTILINSURANCEEXPIRES
CITYCLERK
DATE: NO 17 ZR3
9. 9Wk C% LICENSE AGREEMENT BY AND BETWEEN THE CITY OF SANTA ANA
61.L,,,- ch)Ake PACIFIC COAST SHUTTLES, LLC DBA FUTURA BUS NET FOR USE OF
THE SANTA ANA REGIONAL TRANSPORTATION CENTER FACILITIES This LICENSE AGREEMENT (" Agreement") by and betweenthe City of Santa Ana, a municipal corporationof theStateof California ("City") andPacificCoastShuttles, LLC, aCalifornialimitedliability company dba Futura Bus Net, Inc., a California Corporation (Referredto as "Licensee") is dated as of October17, 2023 ("EffectiveDate"). LicenseeandCity are sometimesindividually referredto as "Party" and collectively as "Parties."
RECITALS
A. Licensee is a provider of interstate bus transportation services throughout the Western United States as well as international travel to various destinations throughout Mexico.
B. Licensee previously submitted a proposal to the City' s Requestfor ProposalNo. 20-032 Proposal"). City will incorporate the information from this Proposal for this License Agreement. The termsandconditionsof this LicenseAgreementshallsupersedeanycosts, details, or otherinformation in the attachedexhibits andProposalwhich may conflict with this LicenseAgreement.
C. Licensee desires the use of and access to the Santa Ana Regional Transportation Center Facilities (" SARTC" or " Facilities"), locatedat 1000East SantaAna Boulevard in the City of SantaAna, for a bus stopfor the purposeof drop off andpick up of its Invitees (definedbelow) that utilize Licensee's bus services (" Transit Services"). City desiresto allow Licenseethe use of and accessto the Facilities for a bus stop for the purposeof drop off and pick up of its Invitees and allowing its Invitees to utilize the Transit Services.
NOW, THEREFORE, in consideration of the above recitals and the mutual covenants hereinafter containedandfor goodandvaluableconsideration, thereceiptof whichisherebyacknowledged, theParties agree as follows:
1. 1 Facilities Subjectto License. City ownsthe real property commonly known asthe Santa AnaRegionalTransportationCenter (SARTC). Subjectto thetermsandconditionsof thisAgreement, City herebyagreesto allow Licenseethe non-exclusiveuseof andaccessto one (1) busbayat theFacilitiesas a bus stop for the purposeof drop off and pick up of its Invitees (defined below). - THE BUS BAY SUBJECT TO THIS LICENSE IS BUS BAY # 8 (" License Area"). See Exhibit A for description of License Area. The partiesunderstandthat theCity may unilaterally reassignthe Licensefor BusBay #8 to another bus bay in the future upon written notice by the City and that all terms and conditions of this license will likewise apply to any replacementbusbays.
1. 2 Term, Grant of License, Terms of License. Term. City hereby grants to Licenseea non- exclusivelicense ("License"), duringthetermof this Agreement, for vehicularandpedestrianingressto andegressfrom theFacilitiesandvehicularandpedestrianuseof the Facilitiesfor its regularlyscheduled passengerservice. Licenseeshall offer patronsthe ability to pay in cash or by credit card. THIS
AGREEMENT IS INTENDED AND SHALL BE CONSTRUED ONLY AS A REVOCABLE LICENSE
TO USE THE LICENSE AREA AND NOT AS A LEASE OR GRANT OF ANY POSSESSORY OR OTHER INTEREST. At all times, Licensee is required to fully andadequatelymeet the requirements presentedinLicensee's proposal, whichis attachedheretoasExhibit B andincorporatedhereinby reference. The Parties understand that the Licensee is not authorized to begin business operations until the conditionsin Section 1.5 of this Agreementhavebeenfully compliedwith by Licensee.
1.3 Tenn. This Agreement shall expire in six ( 6) months from November 1, 2023 CommencementDate") with the option for the City to grant up to four (4) one (1) year renewals, exercisableby a writing by the City Manager andthe City Attorney, unlessterminated earlier in accordance with Section1.10of this Agreement. If, at the soledeterminationof the City, the Licenseehasnot fully compliedwith Section1.5of thisAgreement, anyrightsgrantedto theLicenseeunderthisAgreementshall terminate, andthis Agreementshall be automaticallyterminatedasof that datewithout any further action by the City.
1. 4 Restrictionson Use of Facilities. Licenseeshall not use, and shall prohibit its Agents definedasfollows) or Invitees (definedasfollows) from usingthe Facilitiesotherthanfor the purposes specified herein. The term " Agents" shall mean Licensee' s officers, directors, members, agents, employees, invitees, contractors, subcontractors, andany employeesof suchparties. The term "Invitees" shall meanLicensee's invitees, guests, customersor businessvisitors.
TheInviteesshallhaveaccess, duringnormaloperatinghours, totheLicensedAreaby wayof the commonareasof SARTC. Notwithstandingtheforegoing, thepublic andLicensee's Inviteesshall not block any paths in ingress or egress or the permitted areas of any other licensee or tenant of SARTC.
1. 5 City pproval of Licensee'sBuses.
Licenseeshall provide the City with documentationlisting for eachand every bus providing services at the SARTC:
1) Registered owner;
2) VIN number;
3) License plate number;
4) USDOT number;
5) Proof of authorization from the Federal Motor Carrier Safety Administration (" FMCSA"); 6) Proof of insurance; and
7) An annuallist of all licenseddriverswho may operatethebuses. Licenseemayutilize drivers not identified on the list in caseof unavailability so long as all substitute drivers have all applicable licenses andqualificationsandthenamesandqualificationsof thesubstitutedriversareprovidedto the City within fourteen ( 14) days of said substitution.
In the event such information is the subject of a request under the California Public Records Act, City will refrainfrom disclosingpersonalcontactor otherinformationthat maybeprivate, but only to the extent permissible underthe Act and its interpreting authorities.
Additionally, Licensee shall ensurethat use of the Bus Bays shall be by clearly marked buses identifying the LicenseecompanynameandUSDOT number. Licenseeagreesthat it will provide the City with a list of busesthat will use Bus Bay #8 as a precondition for use of the Bus Bays. Any additional buses must be approved by the City prior to beginning service. The use of any non -approved bus at the SARTC by Licenseeor Licensee'sfailure to havethe requiredauthorizationsfrom USDOT andFMCA, or any other applicablegovernmentor regulatory body, shall constitutea breachof this Agreementand will result in immediate termination thereof.
1. 6 Compensation. As consideration for its use of the License Area and related Facilities, Licenseeagreesto paya monthly feeof Two ThousandFive HundredDollars ($2,500.00) per month LicenseFee") for theterm of this Agreement. Licenseeshall commencethe paymentof theLicenseFee on the Effective Date. Suchpaymentshall be madepayableto the City of SantaAna, in advancefor each month, and at the following address: payableto " The City of SantaAna" and remitted to: City of Santa Ana M- 13, 20 Civic CenterPlaza, PO Box 1988, SantaAna, CA 92702. A latechargeoften percent 00%) shallbeappliedtoanypaymenthereunderduebutunpaidafterthe1Ott' ofthemonth. The considerationfor this Licenseshall besubjectto a CPI adjustmentannuallyfor the mostcurrent period for All Urban Consumers) annually on the anniversary of the Effective Date of this Agreement.
1.7 AS -IS Condition. City makesno representationor warranty of any kind asto the condition of the LicenseArea or any other matter relating to Licensee's useof the LicenseArea. Licenseehereby disclaimsandwaivesany and all objectionsto the physicaland othercharacteristicsandconditions of the License Area. Licensee acknowledges and agrees that the use of the License Area will be on the basis of Licensee' s own investigation of the condition of the License Area. The license to use the License Area shall be granted on an " AS -IS," " WITH ALL FAULTS" basis, without representation or warranty expressedor implied by City, or by operationof law. City expresslydisclaims, which Licenseehereby acknowledgesand accepts, any implied warranty of condition or fitness for a particular purposeor use.
Licensee's useof the License Area shall besubjectto the License Area being in a usableand safe condition at the time of Licensee's use and Licensee shall be responsiblefor determining whether the License Area is in such condition. In connection therewith, in the event that the License Area or access thereto is damaged or obstructedor the use by Licensee is otherwise impaired, preventedor limited, City shall have no obligation or duty to repair the damageor rectify the condition to makethe License Area usable or safe.
1.8 No assignmentof License. The permission, rights and privileges grantedhereunderare nonexclusiveand nontransferable. Licenseeshall not, either voluntarily or by action of law, assignor transfer this License or any obligation, right, title or interest assumedby Licensee herein without the prior writtenconsentof theCity. If Licenseeattemptsanassignmentortransferof thisLicenseor anyobligation, right, title or interestherein, City mayat its option, terminatetheLicensepursuantto Section1.10below and shall thereuponbe relieved from any and all obligations to Licenseeor its assigneeor transferee.
1.9 Agreement to Protect and Maintain Facilities. Licensee, on behalf of its Agents and Invitees, agreesto takeall prudentaction to protect the Facilities from any damageor injury causedby the exerciseof this License. Licensee shall immediately notify City of any damageor injury to the Facilities causedby its useof the Facilities.
No temporary or permanent signs or awning shall be erected or maintained upon or attached to the outside of thepremises exceptsuch signs which have beenapproved in advanceby City.
1. 10 City' s Right of Suspension, Termination. City reservesthe right to immediately suspend all activities or terminate this Agreement upon Licensee' non-compliance with any of the terms or conditions of this Agreement or the Lease Agreement attached hereto as Exhibit C, and incorporated herein by reference. Suchsuspensionor terminationshallbeeffectiveimmediately.
City may temporarily suspendaccessto and use of all or any portion of the License Area for operational, maintenance, repair, security, emergencyor otherpurposesat City's discretion. City will provideLicenseewith asmuchnoticeasis reasonablypossibleprior to anysuchsuspension, whichnotice will include: ( a) the date when such suspension of access and use will commence; ( b) the anticipated duration of such suspension of access and use; (c) the reason for such suspension of accessand use; and (d) that portion of the License Area subjectto suchsuspensionof accessand use. During suchperiodsof suspension, Licenseewill beunableto access, useor operateonthatportion of the LicenseAreato which City hassuspendedaccessanduse. If, duringsuchperiods, Licenseedesiresor needsto continueto operate its busservice, it shallbesolelyresponsiblefor theprovisionof thesamewithout theuseof that portionof the LicenseArea over which accessandusehavebeensuspended. City shall not beliablefor anycostor damageincurredby Licenseeasa resultof any suspensionof accessor usepursuantto this Section1.10, including, without limitation, any consequentialdamagesresultingtherefrom. City shall usereasonable commercialefforts to providealternatespacein the LicenseArea duringthe period of suspendedaccess and use.
Licenseemay at anytime terminatethe licensecreatedby this Agreementby prior written notice pursuantto Section 2.1 of this Agreement to the City.
1. 11 Compliance with Laws; Regulatory Approvals. Licenseeshall, at its sole expense, conduct and cause to be conducted all activities on the Facilities in compliance with all laws, regulations, codes, ordinancesand orders of any governmentalor other regulatory entity, and whether or not in the contemplation of the parties.
1. 12 Indemnification. Licenseeshall indemnify, defend, and hold harmlessCity, and its respective agents, representatives, employees, subsidiaries and affiliates (" Covered Parties") from and againstany andall actions, suits, claims, demands, judgments, losses, expenses, or liabilities, injuries and damagesto personsandproperty, including death, arisingoutof or relatedto Licensee's useof theLicense Area, theentryby anyLicenseePartyon theLicenseAreaor anyportionof thePropertyor surrounding property, or Licensee's breachor defaultin theperformanceof anyof its obligationsunderthis Agreement; provided, however, thatLicenseewill not beobligatedto indemnifythe CoveredPartiesfrom any claims arising solely from the gross negligenceor willful misconductof a CoveredParty. If any action or proceedingis broughtagainstany CoveredParty by reasonof any suchclaim, Licensee, uponreceiptof written notice from Covered Party, shall defend the same at Licensee's expense with legal counsel reasonablyacceptableto CoveredParty. Paymentof any settlementor judgmentby CoveredPartiesshall notbea conditionprecedentto recoveryunderanyindemnificationin thisAgreement, andafindingof liability or an obligationto indemnityshall not be a conditionprecedentto the duty to defend. The provisions of this Section 1.12 shall survive the termination or expiration of this Agreement.
1. 13 Insurance.
Certificate Holder must be addressed as follows:
City of SantaAna
Risk Management Division
20 Civic Center Plaza
Santa Ana, CA 92702
Licensee shall procure and maintain for the duration of the contract insuranceagainstclaims forinjuries to personsor damagesto propertywhich may arisefrom or in connectionwith theperformanceof the work hereunder and the results of that work by the Licensee, his agents, representatives, employees or subcontractors.
MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
Commercial General Liability ( CGL): InsuranceServicesOffice (ISO) FormCG 0001 covering CGL onan "occurrence" basis, includingproductsandcompletedoperations, propertydamage, bodily injury andpersonal & advertisinginjury with limits no lessthan $2,000,000 peroccurrence. If a general aggregatelimit applies, eitherthegeneralaggregatelimit shallapplyseparatelyto thisproject/ location (ISO CG 2503 or 2504) or the generalaggregatelimit shallbetwicethe requiredoccurrence limit.
2. Automobile Liability: InsuranceServicesOffice Form Number CA 0001 covering any auto (Code 1), or if Licensee has no owned autos, hired ( Code 8) and non -owned ( Code 9) autos, with limit no lessthan $1,500,000 per accidentfor bodily injury andpropertydamage.
3. Workers' Compensationinsuranceasrequiredbythe Stateof California, with StatutoryLimits, and Employers' Liability insurancewith a limit of nolessthan $1,000,000peraccidentfor bodily injury or disease.
If theLicenseemaintainsbroadercoverageand/or higherlimits thanthe minimumsshownabove, theCity requiresandshallbeentitledto thebroadercoverageand/or thehigherlimits maintainedby theLicensee.
Any available insuranceproceedsin excessof the specified minimum limits of insuranceand coverage shall be available to the City.
Other Insurance Provisions
The insurancepoliciesare to contain, or beendorsedto contain, the following provisions:
Additional Insured Status
The City, its officers, officials, employees, andvolunteersareto be coveredas additional insuredson the CGL policy with respectto liability arising out of work or operationsperformedby or on behalf of the Licensee including materials, parts, or equipment furnished in connectionwith such work or operations.
General liability coverage can be provided in the form of an endorsementto the Licensee's insurance (at least as broad as ISO Form CG 20 10 11 85 or if notavailable, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 2037 if a later edition is used).
Primary Coverage
For any claims relatedto this contract, the Licensee'sinsurancecoverage shall beprimary coverageat least asbroadasISOCG200104 13asrespectstheCity, its officers, officials, employees, andvolunteers. Any insuranceor self-insurancemaintainedby the City, its officers,officials, employees, or volunteersshallbe excess of the Licensee' s insurance and shall not contribute with it.
Notice of Cancellation
Eachinsurancepolicy requiredaboveshall provide that coverageshall not becanceled, exceptwith notice to the City.
Waiver of' Subrogation
Licenseeherebygrantsto City awaiverof anyright to subrogationwhichanyinsurerof saidLicenseemay acquireagainstthe City by virtue of the paymentof anylossundersuchinsurance. Licenseeagreesto obtain any endorsementthat may be necessaryto affect this waiverof subrogation, but this provision applies regardlessof whether or not the City hasreceived a waiver of subrogation endorsementfrom the insurer.
Self -Insured Retentions
Self -insuredretentionsmustbedeclaredto andapprovedbytheCity. The City mayrequiretheLicenseeto purchasecoveragewith a lower retentionor provideproof of ability to paylossesandrelatedinvestigations, claimadministration, anddefenseexpenseswithin theretention. Thepolicy languageshallprovide, or be endorsedto provide, thattheself -insuredretentionmaybesatisfiedby eitherthenamedinsuredor City.
Acceptability of Insurers
Insuranceis to be placedwith insurers authorizedto conduct businessin the state with a currentA.M.
Best's rating of no lessthan A:VII, unlessotherwiseacceptableto the City.
Verification of Coverage
Licenseeshallfurnishthe City with original Certificatesof Insuranceincludingall requiredamendatory endorsements (or copiesof theapplicablepolicy languageeffectingcoveragerequiredbythis clause) anda copyof theDeclarationsandEndorsementPageof the CGL policy listingallpolicy endorsementsto City beforeworkbegins. However, failureto obtaintherequireddocumentspriortotheworkbeginningshallnot waive the Licensee' s obligation to provide them.
TheCity reservesthe right to requirecomplete, certified copiesof all requiredinsurancepolicies, including endorsements required by these specifications, at any time.
Special Risks or Circumstances
City reservestheright to modify theserequirements, includinglimits, basedonthenatureof therisk, prior experience, insurer, coverage, or other special circumstances.
2. MISCELLANEOUS TERMS
2. 1 Notices, Demands and Communications between the Parties.
2.1.1 Formal notices, demandsandcommunicationsbetweenLicenseeandCity shall be deemedsufficiently given if: ( i) dispatchedby registeredor certified mail via the United StatesPostal Service, postageprepaid, returnreceiptrequested, asdesignatedin this Section; or (ii) by messengerservice for immediate personal delivery; or ( M) by electronic transmittal, including fax transmissions with telephonic verification receipt. Suchwritten notices, demands and communications may be sent in the same manner to such other addressesas either Party may from time to time designateby written notice to the other Party.
2. 1.2 All notices, demands and communications shall be sent, as follows:
TO LICENSEE:
Futura Bus Net, Inc.
4425 E. Olympic Blvd.
Los Angeles, CA 90023
TO CITY:
Public Works Agency
City of SantaAna
20 Civic Center Plaza ( M- 22)
Santa Ana, California 92701
Attention: Executive Director of Public Works
Fax: ( 714) 647- 6515
2.1.3 Noticesthat aredispatchedbyregisteredor certifiedmail throughtheUnited States Postal Service shall be deemed to be received, regardless of whether or when any return receipt is received by the senderorthe datesetforth on suchreturnreceipt, five (5) calendardaysafter depositwith the United StatesPostalService. Noticesthataredispatchedby messengerfor immediatepersonaldeliveryservices shall be deemedreceived upon the day dispatched. Notices dispatchedby expressdelivery servicesshall be deemed received upon execution of the delivery receipt by the Party receiving such notices. Notices dispatched through electronic transmittals shall be deemed received upon telephonic verification of such receipt.
2. 2 Amendment. With the exception of a reassignment of the License Area as described in section 1.1, this Agreement may be amendedat any time by the mutual consent of the Parties by an instrumentin writing signedby both Parties.
2. 3 FurtherActions and Instruments. Eachof the Partiesshall cooperatewith and provide reasonableassistanceto the other to the extentcontemplatedhereunderin theperformanceof all obligations under this Agreement and the satisfaction of the conditions of this Agreement.
2. 4 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.
2. 5 Time is of the Essence. For each provision of this Agreement which states a specific amount of time within which the requirements thereof are to be satisfied, time shall be deemed of the essence.
2. 6 GovernineLaw. This Agreementshallbe governedby the laws of the Stateof California without regardto conflicts of laws principles. This Agreementshall be deemedto havebeenmadein the County of Orange, California, regardlessof the order of the signaturesof the Partiesaffixed hereto. Any litigation or other legal proceedings which arise under or in connection with this Agreement shall be conducted in a federal or state court located within or for Orange County, California. The Parties consent to the personaljurisdiction andvenuein federalor statecourt locatedwithin or for the Countyof Orange, California andherebywaive any defensesor objectionstheretoincluding defensesbasedon the doctrine of forum non conveniens.
2. 7 Litigation Expenses. If either party to this Agreement commencesan action against the otherparty tothis Agreementarising out of or in connectionwith this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees, expert witness fees, costs of investigation, and costs of suit from the losing party.
2. 8 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparationof this Agreement, the languageof this Agreementshall be construedsimply, accordingto its fair meaning, andnot strictly for or againstany Party. Any term referencingtime, daysor periodfor performanceshall bedeemedcalendardaysandnot work days, exceptasotherwisespecified in this Agreement. All references to City include all officials, officers, employees, personnel, agents, volunteers, contractorsand subcontractorsof City, exceptas otherwise specified in this Agreement. All referencesto Licenseeinclude its officials, officers, employees, personnel, agents, volunteers, contractors and subcontractors, except as otherwise specified in this Agreement. The captions of the various articles and paragraphsare for convenienceand easeof referenceonly, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.
2. 9 Waiver. No delayor omissionin theexerciseof anyright or remedyof a non -defaulting Party on any default shall impair such right or remedy or be construedas a waiver. Either Parties' consent or approval of any act by the other Party requiring its consentor approval shall not bedeemedto waive or renderunnecessaryitsconsentto or approvalof anysubsequentactof theotherParty. Any waiverby either Party of anydefaultmustbein writing andshallnot beawaiver of anyotherdefaultconcerningthesame or any other provision of this Agreement.
2. 10 RightsandRemediesareCumulative. Exceptwith respecttorightsandremediesexpressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exerciseby either Party of oneor more of suchrights or remediesshall not precludethe exerciseby it, at thesameor differenttimes, of anyotherrightsor remediesfor thesamedefaultoranyotherdefaultby the other Party. All warrantiesand promises to indemnify shall survive the termination, abandonment, or completion of this Agreement.
2. 11 Legal Counsel Each Party acknowledgesthat: ( i) it has readthis Agreement; (ii) it has had the opportunity to have this Agreement explainedto it by legal counsel of its choice; (iii) it is awareof thecontentandlegaleffectof thisAgreement; and (iv) it isnotrelyingon anyrepresentationsmadebythe other Party or any of the employees, agents, representatives, or attorneysof the other Party, except as expressly set forth in this Agreement.
2. 12 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sectionscontainedin this Agreementshall be declaredinvalid or unenforceableby a valid judgment or decreeof a court of competentjurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are herebydeclaredasseverableandshallbe interpretedto carryouttheintentof thepartieshereunder.
2. 13 Binding Effect. The terms of this Agreement shall inure to the benefit of, and shall be binding upon, eachof the Parties and their respectivesuccessorsand assigns.
2. 14 AuthorizedRepresentatives. The personor personsexecutingthis Agreementon behalf LicenseeandCity warrantsandrepresentsthat he/shehastheauthorityto executethisAgreementonbehalf of that Party and that he/she has the authority to bind that Party to the performance of its obligations hereunder.
2. 15 Entire Agreement. This Agreement constitutes the entire and integrated agreement of Licensee and City with respect to the subject matter hereof and supersedesany and all prior and contemporaneous oral or written negotiations, representations or agreements. signature pageto follow]
IN WITNESSWHEREOF, thoparties11e1'et011:1VeCaModthisAgreementtobeexecutedbyand throughtheirauthorizedofficerstheday, monthandyearfirstwrittenabovo.
ATTEST:
nnifer L. F I
r
APPROVED AS TO FORM:
Sonia R. Carvalho
City Attorney
By:
Jose Montoya
Assistant City Attorney
RECOMMENDED FOR APPROVAL:
abit Saba, P.E.
Executive Director
Public Works Agency
CITY OF SANTA ANA
Steven A. Mendoza
Acting City Manager
PACIFIC COAST SHUTTLES, LLC. DBA
FUTURA BUS NET, INC.
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BY:
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QQQAk pnq er
EXHIBTT " An
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ElXIIIBIT " B"
SEALED PROPOSAL FOR
RFP 20- 032
BUS PASSENGER SERVICES
SANTA ANA REGIONAL TRANSPORTATION CENTER
DO NOT OPEN WITH REGULAR MAIL
City of Santa Ana
Attn: Gabriela P. Lomeli
PublicWorksAgency; M-22
20 Civic Center Plaza; Ross Annex
Santa Ana, CA 92701
d. Monthly Bus Bay Rental Fee $ 2, 500. 00
ForourOptionB: 1 Bus Baywe proposepayingthe rentof $ for the Bus Bay to which we are assigned.
II. SCOPE OF SERVICES AND SCHEDULES
Futura Net proposes to operate inside of SARTC, with regular departures from 6:00am-10:00pm. OurproposeddeparturetimesdepartingfromSantaAnato the south, with destinationsto San Diego, SanYsidro, Otay, Cross BorderXpress, Tijuana Airport, Tijuana Bus Station and cities throughout Mexico are as follows: 6:15am, 7: 30am, 8:30am, 9: 30am, 10: 30am, 11:30am, 12: 30pm, 2: 30pm, 4:00pm, 5:00pm, 6: 00pm, 7:00pm, 8: 00pm, and 9:00pm. Our departure times headed north and east from Santa Ana, with destinations to Los Angeles, San Fernando, Las Vegas, Phoenix, El Paso, Bakersfield, Fresno, Stockton, Sacramento, states of Oregon, Washington, are as follows: 8:00am, 9:00am, 10:00am, 11:00am, 12:00pm, 1:00pm, 2:00pm, 3:00pm, 4: 00pm, 5:00pm, 6: 00pm, 7: 00pm, 8:00pm, 9:00pm, 10: 00pm.
We pride ourselves in our safety record and the consistency of our departure times. Although departure times are subject to change due to extreme traffic conditions andweatherconditions, it is rarefor ourdeparturesto vary dramatically. FuturaNet plans to have a total of 30 arrivals and departuresper day operating a total of 16 hours perday 365 daysofthe year, providingserviceto thetravelingpublicat the SARTC.
Our fleetof shuttlesallowsus to offera shuttleservicefor travelersto any local address from the SARTC. Our shuttle service would also compliment the other tenants, as wedo in ourotherlocations, to providefortravelersserviceto andfromthe doorstep of their house or address that they choose. This largely eliminates the need for taxi, Uber and Lyftserviceswhich often impact terminalsin the amount of unnecessary motorvehicletraffic. We plan to extendour personalizedShuttle serviceat the SARTC.
As in our other terminals, we would assign a manager on duty at the SARTC to ensure that our operations are running smoothly at all times.
III. GENERAL
Company Name: PacificCoastShuttlesLLCdba FuturaNet - providesbusand shuttle services.
0 Sister Company: Future Bus Net, Inc. - providesticket sales Purpose of bus service: Our servicecurrentlyconnectstravelersbetweenthe San Diego/Tljuanaarea directly throughto LosAngeles. The purposeof establishinga terminal in Santa Ana is to reduce the Impact of our Shuttle service from our Los Angeleshubandto connecttravelersto andfromOrangeCountywithourcurrent routes. ConnectingSARTCwouldreducethe burdenon our OrangeCountycustomers from havingto driveto our Los AngeleshubIn orderto getto theirdesireddestination.
Openinga terminalin SARTCwouldpermitmorecustomersto utilizeourservicesas well as providingan additionalstop to our currentroutes.
Weprovidebus serviceto our moredistantlocationsand ShuttleService throughoutSouthernCalifornia. OurShuttleServicedepartshourlyto provide door-to-doorserviceto our SouthernCaliforniacustomers. Customerscanbepicked up at the SARTC and take a trip to San Diegoand eitherarrive at the San Diego terminalas a final destinationor betransporteddirectlyto their hotelor residencewithin certain parameters. Customers can arrive at SARTC and we would transport them directlytotheirhotelor residencein OrangeCounty.
We currently operate the most crossed border in the world, where 25,000 pedestrianscross near our Transit Center in San YsidmMjuana. Many of these pedestrians utilize our Shuttle Service to travel to Los Angeles and Orange Counties.
Weprovidea serviceto bringas manyof thosetravelerswhosefinaldestinationis in OrangeCounty, to the cityof SantaAna. Our ShuttleServicewill be a boostto the SantaAna localeconomy.
Anticipated monthly rental amount per bay: Weproposeto pay $3,000.00 per month for the singlebay baseduponthe rentwhichwe pay in our other locationsin the Los Angeles Bus Terminal and the International Transit Center at the San Ysldro Port of Entry. Additionally, we Intendto leasea ticketingboothinSARTCas wedo in other terminals. The anticipated monthly rental of the booth is $2,000 per month, which will be usedto sellticketsfrom. OurtotalanticipatedrentalfromSARTCIs $5,000 per month. See attachment 3-6: Fee Schedule.
At the Los Angeles Bus Terminal, our total lease amount is $6,180.00 per month for our bus bays and our separate booth combined for ticket sales, At the International TransitCenterat the SanYsldroPortof Entry, our Bus BayleaseIs $1,630.00 per bay andour ticketboothis $2,185.00 per monthfor a total of $3,816.00 per month.
Anticipated destinations: Our anticipated destinations from the SARTC are the following: San Diego, SanYsldro, Otay, CrossBorderXpress, TijuanaAirport, Tijuana Bus Station, Los Angeles, Huntington Park, Fontana, Pacoima, Bakersfield, Fresno, In
Merced, Modesto, Stockton, Sacramento, Redding, Arizona (Phoenix, Tucson), Texas El Paso), Nevada (LasVegas), Utah (SaintGeorge, CedarCity, Salt Lake City), Oregon ( Medford, Eugene, Salem, Portland), Washington ( Tacoma, Seattle, Everett), and Mexico ( Chihuahua, Torreon, Fresnillo, Jerez, Zacatecas, Leon, Irapuato, Morelia, Guadalajara, Aguascalientes, Mexico City, Nogales, Ciudad obregon, Los Mochis, Culiacan, Mazatlan, Tepic).
Other transit stops: Future Not serves numerous transit locations throughout Southern California, including stops in Pacoima, DowntownLos Angeles, East Los Angeles, San Ysidro, Fontana, as well as transit stops throughout Mexico, including Fresnillo, Jerez, Huejucar, Tlaltanango. We also serve transportation locations through our competitive partnerships at numerous other pick up and drop off points.
Proposed transportation schedule: Southbounddepartures every hour at the bottom of the hour. Northbound/Eastbounddepartureseveryhourat thetop ofthe hour.
Operatingfrom 6:00am until 10:00pm.
Total estimated trips per day: 30
On time percentage: 97%
Expected ridership daily, monthly, and annually: Our currentexpectedridership annuallyis 120,000 riders, whichis approximately6,000 to 12,000 passengersper month depending upon seasonal demand. Our daily demands range from about 225 to 480 passengersdaily.
Company local address: 4425 E. OlympicBlvd. LosAngeles, CA 90023 Phone:( 323) 266- 2233
Ownership Detailer: Privatelyheld CalifornialimitedliabilitycompanywhoseManaging Member is Tavin Lopez, Operations Manager is Eric Lopez, Legal services and businessconsultingby Orloff & AssociatesAPC. Managementoperationssupportedby Rafael Lopez. Ticket sales through Future Bus Net Inc.
Account Representative: Eric Lopez
Phone:( 562) 805- 3565
Certifications: Bachelorof Science from CaliforniaState University, Long Beach, Secretary of the Border Transportation Council.
11 Any recent defaults: No
Any recent bankruptcies: No
Any lawsuits with station/ station manager: No
Years in business: Pacific Coast ShuttlesLLC - 5 years. Futura Net - 13years Proof of Insurance: Yes
IV. FEE PROPOSAL / FEE SCHEDULE
2, 500
3r;6 per monthfor the leaseof the bus bay Option B - one bus bayonly.
Proposed additional $- per month for the lease of the ticket booth. See attached 3- 6 Fee Schedule $ 1, 500
V. CERTIFICATIONS/ STATEMENTS
Attachment 3- 1: Non Collusion Affidavit
Attachment3-2: Non -LobbyingCertification
Attachment 3- 3: Non -Discrimination Certification
Attachment 3-4: Agreement Statement
Attachment 3-5: References
Attachment 3- 6: Fee Schedule
12 Appendix
ATTACHMENT 3- 6: FEE SCHEDULE
Certification - I certify that I have read, understand and agree to the terms and conditions of this Request for Proposals. I have examined the Scope of Services ( Appendix:
Attachment 1) and am familiar with the scope of work. I am familiar with all the existing conditions and limitation that may impact work requests. I understand and agree that I am responsible for reporting any errors, omissions or discrepancies to the City for clarification prior to the submission of my proposal.
Proposer Fee — Fee shall be based on either Option A or B TO: CITY COUNCIL OF THE CITY OF SANTA ANA
FROM: Pgc ic. Lhus 51, r IPc i L( nC A F,,iv a A) i
Item # Bid Item ( by Site) Monthly Fee Proposed Annual Fee Proposed Option A 2 Bus Bays S S
Option B 1 Bus Bay S
STREET
CSLB NUMBER
City of SantaAna — RFP20-032
Bus PassengerServices at SARTC
A3-6 (page 1)
CODE
DIR REGISTRATION NUMBER
l-,
EXHIBIT " C"
LeaseAgreementIntentionallyOmitted
NOTICE OF COMPLIANCE
CITY STAFF: PRINT THIS PAGE AND INCLUDE WITH AGREEMENT TO THE CLERK OF THE COUNCIL ContractorPacificCoastShuttles, LLCName:
Project TBD ( 074) Number:
Project Lease Agreement By And Between The City Of Santa Ana And Name: Pacific Coast Shuttles, LLC DBA Futura Bus Net, Inc. For Use Of The Santa Ana Regional Transportation Center Facilities The Certificate of Insurance ( COI) submitted indicates that the coverages are in compliance with the insurance requirements. Please see upcoming expiration for Automobile Liability.
The compliant coverage( s) are:
TYPE OF INSURANCE
AUTOMOBILE LIABILITY
GENERAL LIABILITY
WORKERS COMPENSATION AND
EMPLOYERS' LIABILITY
Thank you,
City of Santa Ana
Risk Management Division
in partnership with
CTrax Plus Services Team
1 1 /9/ 2023 3: 55 PM
POLICY EXPIRATION FILE
COI DATE
NUMBER DATE NAME
PCS LLC
COI FOR
INSURED
5C22111035 11/ 18/ 2023 09/ 13/ 2023 UNITS
SANTA
ANA COI -
KL. pdf
Pacific Coast
CPS7829086 07/ 12/ 2024 10/ 30/ 2023 Shuttles LLC
COI
SARTC.pdf
PCS LLC
WORKERS
COMP - COI
A9WC460356 05/ 26/ 2024 09/ 13/ 2023 CITY OF
SANTA
ANA-
AC. pdf
EXHIBIT B
SUBLICENSEE PROPOSAL