CONTRACT 3831 Service Agreement3831 .
AGREEMENT FOR MAX COMMUTER BUS SERVICE
THIS AGREEMENT is made and entered into this 1 St day of JULY_,
2008, by and between the City of Torrance (hereinafter referred to as "LEAD AGENCY ") and
the City of El Segundo, the City of Lawndale, the City of Los Angeles, the City of Rancho Palos
Verdes, City of Lomita, and the County of Los Angeles, (hereinafter referred to as
"AGENCIES" or individually as "AGENCY ").
RECITALS
A. LEAD AGENCY and AGENCIES are located in the South Bay area of Los Angeles
County, a region which continues to experience a high level of peak -hour traffic.
B. The AGENCIES have previously jointly funded a commuter transportation transit service
known as Municipal Area Express (MAX), which provides a much - needed bus service to
and within the South Bay aerospace employment center.
C. The AGENCIES recognize the potential cost savings and increased transit efficiency of
providing a network of commuter transportation services and a connection to the Metro
Green Line in the South Bay by coordinating transit services, administration and
marketing.
D. Each AGENCY is willing to fund a share of the cost of MAX by using each AGENCY's
Proposition A and /or Proposition C Local Return Funds.
E. The operation of this joint program is eligible for regional monies to partially fund the
cost of MAX.
F. Since 1990, MAX has operated a viable, effective commuter transit alternative for South
Bay residents.
AGREEMENT:
Administration of Service
The LEAD AGENCY shall implement and administer MAX on behalf of AGENCIES.
2. Term of Agreement
This agreement shall be effective as of July 1, 2008 and shall expire on June 30, 2011,
unless the Agreement is terminated earlier as provided in Sections twelve (12) and
fourteen (14). This agreement thereafter may be extended on a year to year basis upon
the consent of AGENCIES.
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4.
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Organization
A. Policy for MAX shall be set by The Policy Steering Committee ( "PSC "). The
LEAD AGENCY and each AGENCY shall have the right to appoint either its
Mayor, or one member of its City Council or Board, or its City Manager to the
PSC. Each member of the PSC shall have one vote. The LEAD AGENCY and
each AGENCY shall also appoint an alternate member who shall be its Mayor, a
member of its City Council or Board, or a permanent deputy to the Council or
Board member representative, or its City Manager. The alternate shall have all of
the powers and duties of the regular member at any PSC meeting which the
regular member does not attend. Regular and alternate members shall serve at the
pleasure of their AGENCY and until their successors are appointed and qualified.
Each AGENCY shall notify the LEAD AGENCY staff of its appointees and of
any change thereof.
(1) The PSC shall set policy for MAX on the following:
(a) Fares
(b) Route Structure
(c) Award of Contracts
(d) Annual Operating Budget
(e) Participating AGENCY Funding Shares
(f) Lease or Purchase of Vehicles
(g) Increase or Decrease in Scope of Overall Service
(h) Approval of program funding agreements entered into by the
LEAD AGENCY
(i) Insurance
0) Governmental mandates that may require direction for compliance
B. All decisions of the PSC shall be made by majority vote. For the purpose of
conducting business, a quorum of the PSC shall comprise of fifty percent (50 %)
plus one of all the member AGENCIES represented on the PSC.
C. The PSC Chair will lead business meetings. The Vice -Chair will assume the role
of Chair. The Vice -Chair will be selected alphabetically by participating agencies
based on members' participation exceeding 60% of attendance within a two -year
period.
D. Technical assistance shall be provided to the PSC by the LEAD AGENCY Staff.
Provision of Service
The LEAD AGENCY shall implement MAX as described in Exhibits "A" and "B"
(attached hereto and incorporated herein as MAX Service Requirements and the MAX
Routes, respectively). Substantive changes to Service may only be authorized by the
PSC.
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5. Fares
The PSC shall establish and authorize changes to the fare structure for patrons utilizing
MAX. The annual fare revenues shall be utilized by the LEAD AGENCY to fund the
annual expense of operating MAX.
6. Operating Funds and Payment for Service
The LEAD AGENCY shall obtain funds to operate MAX from passenger fares and other
sources as they are available. The remainder required to fund MAX shall be provided by
the AGENCIES. Each AGENCY shall pay quarterly, upon receipt of an itemized billing
from the LEAD AGENCY, one fourth of its annual share, which shall be established by
the PSC as part of the annual operating budget.
In addition, each AGENCY agrees to pay the LEAD AGENCY any additional funds as
authorized by the PSC which might be required to provide service during any budget year
should the costs be greater than anticipated, provided, however, that such additional
funds shall not exceed twenty (20) percent of the amount adopted in the annual budget
for one year. All billings shall be paid by each AGENCY within thirty (30) days of
receipt of an itemized billing by the LEAD AGENCY. Further, if any member
jurisdiction pays more than their budget share of actual costs, as determined by an annual
audit of the MAX budget, then an equal amount will be deducted from their next
quarterly billing in the subsequent budget year. If any member jurisdiction pays less than
their budget share of actual costs, as determined by annual audit of the MAX budget, then
an equal amount will be added to their next quarterly billing in the subsequent budget
year.
7. Permits and Licenses
The LEAD AGENCY shall secure and maintain all permits and licenses required by law
for the provision of MAX.
8. Marketing
The LEAD AGENCY shall undertake a marketing program to promote MAX. This
program may be implemented either by the LEAD AGENCY staff or under a consultant
contract, whichever approach is approved by the PSC. All costs for said marketing shall
be considered as a portion of the total costs of MAX for purposes of this Agreement, and
shall be authorized annually as part of the MAX budget.
9. Service
The LEAD AGENCY shall prepare a Request for Proposals for a private entity to provide
the driving, dispatching, and maintenance for the buses used by MAX. The LEAD
AGENCY shall enter into an agreement with the respondent approved by the PSC, which
hereinafter shall be referred to as "CONTRACTOR ".
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10. Liability
A. LEAD AGENCY agrees to indemnify, hold harmless and defend each Agency for
any claim, legal action or liability arising out of this Agreement.
B. Notwithstanding the provisions of Subsection A, each AGENCY hereby agrees to
indemnify, hold harmless and defend LEAD AGENCY and every other
AGENCY for any claim, legal action or liability arising out of this Agreement and
related to the condition of that AGENCY's streets, sidewalks, or other public
improvements.
11. Insurance
A. The LEAD AGENCY shall require the CONTRACTOR providing MAX services
to obtain and maintain in force at all times during the term of the Agreement with
the CONTRACTOR commercial general liability and property damage insurance
in amounts of not less than ten million dollars ($10,000,000) for injury or death
arising out of any one incident; three million dollars ($3,000,000) for injury or
death to any one person; and one million dollars ($1,000,000) for property
damage. The CONTRACTOR shall also obtain automobile insurance, including
collision and comprehensive vehicular liability insurance coverage for all vehicles
used to provide MAX services, in amounts of not less than ten million dollars
($10,000,000) for injury or death arising out of any one accident; three million
dollars ($3,000,000) for injury or death to any one person; and one million dollars
($1,000,000) for property damage.
B. Certificate of Insurance. The LEAD AGENCY in its agreement with the
CONTRACTOR shall require the CONTRACTOR to provide LEAD AGENCY
certificates of insurance and a signed agreement form evidencing compliance with
Subsection A, above, not less than ten (10) days prior to the commencement of
MAX under the Agreement with the CONTRACTOR. Said certificates shall
name LEAD AGENCY and each AGENCY and their respective officers,
employees and agents, as additional insureds. Each policy shall provide that it
may not be canceled or reduced in coverage without sixty (60) days written notice
to LEAD AGENCY and each AGENCY.
C. Workers Compensation Insurance. Throughout the term of the Agreement, the
CONTRACTOR will be required to obtain and maintain worker's compensation
and employer's liability insurance as required by the laws of the State of
California with limits of at least one million dollars ($1,000,000). A certificate
evidencing such insurance coverage shall be filed with LEAD AGENCY and
AGENCIES not less than ten (10) days prior to commencement of MAX
hereunder.
D. The insurance provisions of this section shall only be changed by the agreement
of both the LEAD AGENCY and the PSC.
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12. Failure to Provide Insurance
Failure on the part of the CONTRACTOR to maintain the required insurance shall
constitute grounds for any AGENCY to terminate this Agreement. No such termination
initiated by an AGENCY may occur until the AGENCY has given the LEAD AGENCY
fourteen (14) calendar days written notice of its intention to do so and the Contractor has
failed to obtain the insurance during this time.
13. Independent Contractor Status
No employee of the LEAD AGENCY or any AGENCY shall become an employee or
officer of the other AGENCY by virtue of entering into this Agreement, and this
Agreement shall not create the relationship of agent, servant, employee, partnership, or
joint venture between the AGENCIES. No employee or contractor of the LEAD
AGENCY will be considered an employee of any AGENCY for purposes of workers'
compensation liability. Each AGENCY shall bear full responsibility for furnishing
workers' compensation benefits to any of its employees for injuries arising from or
connected with activities performed by said employee pursuant to this Agreement.
14. Termination of Agreement
A. In addition to the grounds of termination provided in Section twelve (12), any
AGENCY may withdraw from this Agreement at the end of a given fiscal year by
giving written notice to the LEAD AGENCY and the PSC of such intent to
terminate ninety (90) days prior to the end of any given fiscal year, which ends on
June 30. Within thirty (30) days after such notice is received by the PSC, or at its
next regularly scheduled meeting, the PSC shall meet and determine whether to
terminate MAX or re- apportion the respective share of any AGENCY terminating
participation in MAX. In the event the PSC decides to terminate MAX, the
LEAD AGENCY shall terminate all agreements with its CONTRACTOR.
AGENCIES shall be responsible for all costs resulting from termination,
including the costs resulting from termination of the CONTRACTOR agreements.
B. This Agreement may also be terminated at any time by agreement of the PSC. In
the event the PSC decides to terminate MAX, the LEAD AGENCY shall
terminate all agreements with its CONTRACTOR. AGENCIES shall be
responsible for all costs resulting from termination, including the costs resulting
from termination of the CONTRACTOR agreements.
C. Each AGENCY shall be responsible for its respective share of the termination
costs as provided in the annual MAX budget. In the event the costs of termination
are less than the sums held by the LEAD AGENCY, the LEAD AGENCY shall
remit, within thirty (30) days after all termination costs have been paid, each
AGENCY's proportionate share of the remaining balance.
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15. Inability to Perform
The LEAD AGENCY will not be required to administer or provide MAX during the time
and to the extent that it is prevented from performing by acts of God, fire, strike, civil
disorder, loss of transportation facilities, loss of funding, lockout, commandeering of
materials, products, plants, or facilities by the federal government or any other cause
beyond the reasonable control of the LEAD AGENCY.
16. Record Keeping Reporting `and Auditing
The LEAD AGENCY will provide access to all records in its possession relating to MAX
during normal working hours of the LEAD AGENCY. The LEAD AGENCY shall keep
records of all operating costs of MAX in accordance with generally acceptable
accounting procedures and in accordance with the requirements of any entity providing
funding. The LEAD AGENCY shall retain all records for a minimum of five (5) years
following the close of that fiscal year. At any time, any AGENCY, at its own expense,
may conduct an audit of the LEAD AGENCY regarding MAX. If such audit finds that
the cost of operating MAX are less than previously indicated by the LEAD AGENCY
and LEAD AGENCY agrees with the results of said audit, the member AGENCY agrees
the difference may, in the sole discretion of the LEAD AGENCY, be:
repaid forthwith by the LEAD AGENCY to the AGENCIES in the proportionate
shares provided in the annual MAX budget, or
2. credited against any future payments owed hereunder to the LEAD AGENCY.
If such audit finds that the costs of operating the program are greater than payments made
by the AGENCY, then the difference shall be paid to the LEAD AGENCY by the
AGENCIES, based upon each AGENCY's proportionate share adopted in the most recent
MAX budget.
17. Vehicles
The LEAD AGENCY shall cause to be supplied sufficient and adequate vehicles,
including backup vehicles, to insure that MAX is provided on an uninterrupted basis. All
equipment and facilities shall meet all requirements of applicable federal, state and local
ordinances and laws.
18. Notices
A. All notices, requests, demands, or other communications under this Agreement
will be in writing. Notice will be sufficiently given for all purposes as follows:
1. Personal delivery. When personally delivered to the recipient: notice is
effective on delivery.
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3831 .
2. First Class Mail. When mailed first class to the last address of the
recipient known to the party giving notice: notice is effective three mail
delivery days after deposit in an United States Postal Service office or
mailbox.
3. Certified Mail. When mailed Certified Mail, return receipt requested:
notice is effective on receipt, if delivery is confirmed by a return receipt.
4. Overnight delivery. When delivered by an overnight delivery service,
charges prepaid or charged to the sender's account: notice is effective on
delivery, if delivery is confirmed by the delivery service.
5. Addresses for purpose of giving notice are as follows:
a. LEAD AGENCY at the following address:
City of Torrance
Office of the City Manager
3031 Torrance Boulevard
Torrance, CA 90503
With a copy to:
City of Torrance
City Clerk
3031 Torrance Boulevard
Torrance, CA 90503
b. Any such notice containing same to each AGENCY shall be addressed
as follows:
City of El Segundo
Office of the City Manager
350 Main Street
El Segundo, CA 90245
City of Lawndale
Office of the City Manager
14717 Burin Avenue
Lawndale, CA 90260
Los Angeles County Department City of Los Angeles
Of Public Works Office of the General Manager
Transit Operation Section Department of Transportation
PO Box 1460 200 North Spring Street
Alhambra, CA 91802 -1460 Los Angeles, CA 90012
City of Rancho Palos Verdes
Office of the City Manager
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90274
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City of Lomita
Office of the City Administrator
P.O. Box 339
Lomita, CA 90717
3831•...
19. New Parties
The PSC can accept new AGENCIES as participants in MAX. In such an event, the
LEAD AGENCY shall enter into an agreement with said AGENCY providing said
AGENCY with the same rights and obligations of each other participating AGENCY.
The PSC shall determine the percentage contribution required for said entity and the
obligation of each signatory to the Agreement reflected in the annual MAX budget shall
be proportionately reduced to reflect the percentage allocated to the new AGENCY.
20. Goveminy, Law; Jurisdiction
This Agreement will be administered and interpreted under the laws of the State of
California. Jurisdiction of any litigation arising from the Agreement will be in Los
Angeles County, California.
21. Integration; Amendment
This Agreement represents the entire understanding of LEAD AGENCY and each
AGENCY as to those matters contained in it. No prior oral or written understanding will
be of any force or effect with respect to the terms of this Agreement. The Agreement
may not be modified or altered except in writing signed by all parties. The Agreement
may be executed in multiple counterparts.
22. Interpretation
The terms of this Agreement should be construed in accordance with the meaning of the
language used and should not be construed for or against either party by reason of the
authorship of this Agreement or any other rule of construction that might otherwise
apply.
23. Severability
If any part of this Agreement is found to be in conflict with applicable laws, that part will
be inoperative, null and void insofar as it is in conflict with any applicable laws, but the
remainder of the Agreement will remain in full force and effect.
24. Waiver of Breach
No delay or omission in the exercise of any right or remedy by a nondefaulting party on
any default will impair the right or remedy or be construed as a waiver. A party's
consent or approval of any act by the other party requiring the party's consent or approval
will not be deemed to waive or render unnecessary the other party's consent to or
approval of any subsequent act. Any waiver by either party of any default must be in
writing and will not be a waiver of any default concerning the same or any other
provision of this Agreement.
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3831 , ,
any default will impair the right or remedy or be construed as a waiver. A party's
consent or approval of any act by the other party requiring the party's consent or approval
will not be deemed to waive or render unnecessary the other party's consent to or
approval of any subsequent act. Any waiver by either party of any default must be in
writing and will not be a waiver of any default concerning the same or any other
provision of this Agreement.
IN WITNESS WHEREOF, this Agreement is executed by the parties as follows:
CITY OF TORRANCE
LEAD AGENCY
Frank Scotto
Mayor
ATTEST:
Herbers
City Clerk
APPROVED AS TO FORM:
John L. Fellows III
City Attorney
By: i� .� Q g ---
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383 1 .
CITY OF EL SEGUNDO
ATTEST:
Cindy Morte n ,
City Clerk /
City Attorney
[34109_1.DOCJ 10
ATTEST:
APPROVED AS TO FORM:
mans, rm r, � - W-t, t -4, , I " M
fihf�fvf s- _qmlc�,-m
City Attorney
[2008 MAX]
11
CITY OF LAWNDALE
Harold Hofmann
Mayor
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38 3 1
CITY OF LOS ANGELES
DEPARTMENT OF TRANSPORTATION
Rit L. Ro on
General Manager
City Clerk
c. -
1 � ,+ 5-?)
APPROVED AS TO FORM:
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APPROVED AS TO FORM:
RAYMOND G. FORTNER, JR.
County Cou el
By
D puty
13
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COUNTY OF LOS ANGELES
Director of Public Works
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CITY -DE RANCHO PALOS VERDES
Douglas W. Stern
Mayor
ATTEST:
Carla Morreale
City Clerk
APPROVED AS TO FORM:
/s/ Carol Lynch
Carol Lynch
City Attorney
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CITY OF LOMITA
M110, --- �- - -,
argaret �...
Mayor
ATTEST:
Dawn Tomita
City Clerk
APPROVED AS TO FORM:
Christi Hogin
City Attorney
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EXHIBIT A
MAX Service Requirements
3851•..
MAX shall operate during peak weekday commuting hours, on a schedule approved by the
Policy Steering Committee. MAX will operate Monday through Friday, with the exception of
the following holidays: New Year's Day, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and the day after, and Christmas Day.
MAX shall be provided on routes in the South Bay area of Los Angeles County as identified in
Exhibit B to this Agreement. MAX service shall be open to the general public and provided as a
commuter bus.
MAX shall utilize a fleet of 14 transit coaches with commuter -style amenities such as reclining
seats, reading lights and climate control. All MAX coaches shall be fully wheelchair accessible
in compliance with the Americans with Disabilities Act.
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[34109_3.DOC]
EXHIBIT B
17
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