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HomeMy Public PortalAboutAgreement_2011-06-30 to 72014-06-30_Los Angeles County Metropolitan Transportation Authority_Bus passes, stamps, and TAP card_AMENL ,NTNO. J -CRA.PCLRTPC07 AMENDMENT No. I TO CAPITAL RESERVE AGREEMENT BETWEEN CITY OF TEMPLE CITY AND THE LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY This Amendment No. I to Capital Reserve Agreement (this "Amendment"), is dated as of Jnne 30, 2011, by and between City of Temple City ("City"), and the Los Angeles County Metropolitan Transportation Authority ("LACMTA"). RECITALS: A. City and the LACMTA entered into that certain Capital Reserve Agreement No. CRA.PCLRTPC07 ("Existing CRA"), dated July I, 2006, which Existing CRA provides for the Capital Reserve -Rosemead Blvd. Improvement Project; and B. On June 23, 2011, the LACMTA Board, authorized an extension of the term of the reserve account to June 30, 2014; and C. City and LACMTA desire to amend the Existing CRA as provided herein. AGREEMENT: NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows: I. Under "AGREEMENT paragraph 2," of the Existing CRA, the Local Return amount of "$5,000,000" is hereby deleted and replaced with "$1,500,000 Proposition A and $7,000,000 Proposition C." 2. Under "AGREEMENT paragraph 4," of the Existing CRA, the date "June 30, 2009" is hereby deleted and replaced with "June 30, 2014." 3. Except as expressly amended hereby, the Existing CRA remains in full force and effect as originally executed. All rights and obligations of the parties under the Existing CRA that are not expressly amended by this Amendment shall remain unchanged. Page I of2 Los Angeles County Metropolitan Transportation Authority Metro August 22, 2011 Ms. Peggy Kuo City of Temple City 9701 Las Tunas Drive Temple City, CA 91780 One Gateway Plaza Los Angeles, CA 90012-2952 213.922.2000 Tel metro.net Subject: Capital Reserve-Capital Reserve Agreement (CRA) Dear Ms. Kuo, Enclosed is your signed original CRA Amendment between our agencies for use of Local Return capital reserves. Please note the changes # 1, #2 and #3 of the agreement. Should this fund need an additional time extension, contact Metro approximately six months before the deadline so that an extension may be made . Should you have any questions or concerns, please contact me at (213) 922-3017 or e-mail me at RichanS@metro.net. Sincerely, s~ Program Manager Enclosure f DATE RECEIVED r AUG 2 :S 2011 TEMPLE CIT\' CITY CLER K Metro Los Angeles County Metropolitan Transportation Authority Metro Pass Seller Agreement This Metro Pass Seller Agreement (the "Agreement") is between the Los Angeles County Metropolitan Transportation Authority {LACMTA) AND City of Temple City ("City") Location(s): 9701 Las Tunes Drive, Temple City, California 91780 In consideration of the services to be rendered by Seller and the compensation to be paid therefore by LACMTA, the parties agree as follows: 1. A. City shall sell Metro paper passes (the "Metro Passes"), Metro paper stamps to be applied to the Metro Passes (the "Stamps"}, Transit Access Pass ("TAP") Cards and associated products for LACMTA at the location(s) listed above and at any other locations that may be agreed upon by the parties in writing and causes to be displayed at the City's expense on the premises such advertising matter as may be supplied by LACMTA, as long as such advertising matter does not conflict with the business interest of City. B. City understands and agrees that the loading and or sale of the TAP Card will require City to use a compact point of sales device ("CPOS") supplied by LACMTA to City. To receive the CPOS, City shall execute the TAP CPOS License and Services Agreement attached hereto as Exhibit A. If the CPOS is damaged, lost or stolen, City shall pay a replacement fee of $3,267 or more as determined by LACMT A (fee based on current market replacement cost for CPOS and other administrative costs). City shall distribute LACMTA and TAP brochures and promotional materials, to LACMTA customers at the location listed above and any other locations that may be agreed upon by the parties in writing, as long as such brochures and promotional materials do not conflict with the business interests of City. 1 Metro Pass Seller Agreement Page 2 2. City shall properly file and maintain all printed material, time schedules, folders, circulars and bulletins supplied by LACMTA and/or its agents and shall, to the best of its ability, furnish to the public complete and accurate information in accordance therewith and shall conform to all instructions and rules which may be issued by LACMTA and/or its agents. 3. City shall use LACMTA and TAP trademarks and logos in accordance with LACMTA graphic design guidelines on all forms of signs and display materials which mention LACMTA and/or TAP and to obtain prior approval from LACMTA and/or its representatives on all such materials before posting or displaying. 4. City may purchase any Metro Pass/Stamp or TAP cards from LACMTA at face value, for resale at a discounted price. 5. The relationship between City and LACMTA is not that of debtor and creditor, but trustee and beneficiary. All funds collected for the account of LACMTA and all funds derived from the sale of Metro Passes, Stamps, TAP Cards and associated products are the property of LACMTA. 6. City shall hold in trust for LACMTA any Metro fare media products, including, without limitation, Metro Passes, Stamps, TAP Cards, CPOS or other items supplied by LACMTA to City for use or sale. City shall keep proceeds of sales and any funds collected for account of LACMTA in trust, and shall remit the proceeds as provided in paragraph eight. City shall notify the TAP Service Center at 1-866-TAP-TO-GO immediately if the CPOS is found to be defective. 7. City shall mail to LACMTA completed report of Metro pass sales at the end of each pass sales period and return to LACMTA all unsold passes/stamps, except for TAP Cards, by the 15th day of each month. LACMTA will credit City for all returned passes/stamps at face value. Upon completion of accounting for actual sales in each month, LACMTA will invoice City for actual sales at face value per pass/stamp or product sold on TAP cards. Invoices will be payable 30 days after receipt. 8. A. Failure to timely remit Metro Passes and stamps sales reports and proceeds shall constitute a material breach of this Agreement and shall be grounds for immediate termination of this Agreement. LACMTA may, at its option, suspend distribution of Metro Passes and Stamps to City 2 Metro Pass Seller Agreement Page 3 pending a credit review of City by LACMTA and/or its designated agents, if City fails to timely remit Metro Passes and Stamps sales reports and proceeds. 8. Additional TAP Card stock will not be delivered and CPOS TAP Card loading capabilities will be disabled until City has remitted to LACMTA all sales proceeds for the prior week's TAP Card and product sales. Upon request by LACMTA, City shall return all TAP card stock and CPOS device(s). Failure to timely remit TAP Card and associated product sales proceeds shall constitute a material breach of this Agreement and shall be grounds for immediate termination of this Agreement. If City fails at any time to timely remit TAP Card sales proceeds, LACMTA may, at its option, suspend City's distribution of TAP Cards and City's CPOS loading capabilities pending a credit review of Seller by LACMTA and/or its designated agents. 9. City shall be responsible for all Metro Passes, Stamps, TAP Cards and CPOS product loads, and other items for sale delivered to City by LAC MT A and all money collected by City for LACMTA and will indemnify and save harmless the LACMTA from loss, whether occasioned by theft, forgery or other similar or dissimilar causes. All losses of Metro Passes/Stamps, TAP Cards and associated products, or other items for sale both physically and electronically shall be calculated based on the face value thereof. 10. City shall permit the authorized representative of LACMTA, during reasonable hours, to examine as to amount, Metro Passes/Stamps, TAP cards and other property of the LAC MT A, inclusive of LAC MT A funds on hand, and to inspect and audit all records and accounts pertaining to business of LACMTA and the TAP program. 11. City shall contact the authorized representative of LACMTA for determination in all matters related to refunds or adjustments of sales on all Metro Passes and Stamps and shall contact the authorized representative of the TAP Service Center for determination in all matters related to refunds or adjustments of sales on all TAP cards, and associated products. 12. City is an independent contractor and not a beneficiary or employee of LACMTA within the meaning of any Worker's Compensation Law, or any law which would entitle City to benefits arising out of any State or Federal Unemployment or old age fund or similar law, or any right or privilege extended by LACMTA to its employees. City's authority is limited to the 3 Metro Pass Seller Agreement Page 4 purpose herein specified and to said premises. City has no power to bind LACMTA, by contract or otherwise, except as herein provided as to the sale of transportation for persons or property. 13. A City shall maintain in effect during the term hereof, public liability insurance with limits of not less than $50,000 on account of injuries to, or death of more than one person, and $150,000 on account of injuries to, or death of more than one person as the result of any accident or occurrence, and property damage insurance in the amount of $5,000. B. City shall be provided a Certificate of Insurance naming the LACMTA as an additional insured under such policy. LACMTA shall be given 15 days notice of the termination of such insurance. Such insurance shall protect and indemnify both City and LACMTA from any liability arising out of the occupancy and use of the facility by Seller. C. A lesser amount of insurance coverage or self-insurance by City may be agreed to by the parties in writing. 14. This Agreement may not be assigned or transferred by City. City will report, without delay, any change that may affect the City or its operation. In the event of transfer of City's ownership interest, this Agreement shall terminate. 15. No modification of this Agreement shall be effective unless made in writing and signed by both parties. 16. The terms of this Agreement shall be from month to month and may be terminated by either party without cause upon 30 days written notice. 17. No provision of this Agreement shall be construed to require LACMTA to continue to operate any bus service to or from the facility of City or elsewhere during the term of the Agreement, and it is expressly agreed that the LACMTA shall incur no liability to City by reason of any rerouting, rescheduling, discontinuance or other changes in bus or other transit services operated by LACMTA. 4 Metro Pass Seller Agreement Page 5 18. In the event of defau lt to the terms and conditions referenced herein, City hereby agrees to pay any and all collection costs , court costs and reasonab le attorneys' fees that may be incurred in the co llection and/or legal enforcement of payment. Seller: City of Temple City ~ By: . Jo~ City Manager By:, __________ _ By:. ___________ _ By: ___________ _ Date: May 5 , 2010 Los Angeles County Metropolitan Transportation By:Auzr~~ David Sutton Title: Director Metro Commute Services DATE: D-1/;(0 5 Approved as to form for LACMTA by the Office of County Counsel March 2008 EXHIBIT A TAP© CPOS LICENSE AND SERVICES AGREEMENT This TAP CPOS License and Services Agreement ("Agreement") is entered into as of, March 25, 2010 by and between Los Angeles City College ("Licensee"), and the Los Angeles County Metropolitan Transportation Authority ("Licensor"). RECITALS A. Licensee and Licensor have entered into that certain Metro Pass Sellers Agreement whereby Licensee will sell Metro Passes, Stamps, Transit Access Pass (TAP) Cards and associated products on behalf of Licensor (the "Pass Sellers Agreement"). B. In order to sell the TAP Cards, Licensee must use a Compact Point Of Sales Device supplied by Licensor. The Compact Point Of Sales Device consists of and is defined hereunder to include all hardware, software, program documentation and any program updates supplied by Licensor necessary to sell the TAP Cards ( collectively, "CPOS"). C. Licensor desires to license the CPOS to Licensee and Licensee desires to license the CPOS on the terms and conditions contained in this Agreement. AGREEMENT: 1. Subject to the terms and conditions contained herein, Licensor hereby grants to Licensee and Licensee hereby accepts a non-exclusive, non-transferable, revocable license to use the CPOS provided by Licensor for the sole purpose of selling TAP Cards and associated products in accordance with the Pass Sellers Agreement. Licensee shall not use the CPOS for any purpose not specified in this Agreement. 2. Each CPOS device is loaded with one copy of the Software. Use of the CPOS is used solely for the sale of the TAP Card and associated products. The Software also has the capability to print sales reports and transaction history. 3. This License shall commence on the day Licensee receives the CPOS from Licensor and shall continue until such time Licensee no longer sells TAP Cards pursuant to the Pass Sellers Agreement. Upon termination of this Agreement, Licensee shall have no rights to use the CPOS. Licensor shall disable the CPOS to prevent Licensee from continued use of the CPOS after termination of this Agreement and Licensee shall return the CPOS on demand by Licensor. TAP CPOS License and Services Agreement Page 2 4. Licensee hereby grants Licensor, or its agent, the right to perform audits to ensure Licensee's use of the CPOS complies with the terms of this Agreement. Such audits shall be conducted during normal business hours. Licensee shall cooperate with Licensor in any audit, and shall provide Licensor with all records reasonably related to Licensee's use of the CPOS. 5. Licensor retains all title to, ownership and intellectual property rights to the CPOS. No title to the CPOS is transferred hereunder to Licensee. 6. Licensee shall not : a. copy, reproduce, tamper or otherwise modify the CPOS or any associated software; b. sell, license, sublicense, disclose, distribute or otherwise transfer the CPOS, in whole or in part, or any associated software to any third party; c. remove or modify any program markings or any notice ofLicensor's proprietary rights; d. make the programs or materials resulting from the CPOS available in any manner to any third party for use by a third party's business operations; e. modify, alter or change the CPOS, in whole or in part, or attempt to decode, reverse engineer or disassemble the CPOS and associated software; or f. disclose results of any program benchmark tests without Licensor's prior written consent. 7. LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE CPOS WILL PERFORM AS INDICATED OR THAT THE CPOS WILL BE SUITABLE FOR THE PURPOSES FOR WHICH IT IS PERMITTED TO BE USED UNDER THIS AGREEMENT. LICENSOR DOES NOT GUARANTEE THAT THE CPOS WILL PERFORM ERROR-FREE OR UNINTERRUPTED OR THAT LICENSOR WILL CORRECT ALL PROGRAM ERRORS. THE IMPLIED WARRANTIES OF MERCHANT ABILITY AND OF FITNESS FOR AP ARTICULAR PURPOSE ARE EXPRESSLY WAIVED. 8. Licensor shall, under no circumstance, be liable for special, incidental, exemplary or consequential damages suffered by Licensee, including, but not limited to loss of projects, anticipated revenue, interest, loss of use or other such claims arising from any causes whatsoever, whether or not such loss or damage is based on contract, warranty, tort (including negligence), indemnity or otherwise. TAP CPOS License and Services Agreement Page 3 9. If Licensee breaches the terms of this Agreement and fails to correct the breach within 30 days after Licensor provides written notice, Licensor may terminate this Agreement. If Licensee is in default under this Agreement, Licensee shall not be authorized to use the CPOS and may be subject to civil and/or criminal action. 10. This Agreement and the Pass Sellers Agreement constitute the entire understanding between the parties, with respect to the subject matter herein. The Agreement shall not be amended, nor any provisions or breach hereof waived, except in writing. Except for the Pass Sellers Agreement, This Agreement supersedes all prior or contemporaneous agreements or representations regarding such programs and/or services. 11. Tiris Agreement shall be governed by California law. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way. 12. Notices shall be in writing and shall be given to the parties at the address specified below, unless otherwise notified in writing of change of address. Licensor: LACMTA One Gateway Plaza Los Angeles, CA 90012, Attention: Edith Goff-Youngblood, Senior Customer Service Officer Licensee: City of Temple City 9701 Las Tunas Drive Temple City, California 91780 Attention: Debbie Ingram, Transportaion 13. Licensee may not assign this Agreement or give or transfer the CPOS, in whole or in part, to another individual or entity. TAP CPOS license and Services Agreement Page4 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives licensor: LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUIBORITY By.~ Narne:__David Sutton Title: Director. Commute Services DATE :5-(l-/o City of Temple City • By:~ Name: Jose E. Pulido Title: City Manager DATE May 5. 2010 Approved as to fonn for LACMTA by the Office of County Counsel March 2008