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CONTRACT 4081 Other CLOSEDTRANSIT SERVICE OPERATION AGREEMENT This Transit Service Operation Agreement ( "Agreement ") is entered into by and between the City of El Segundo ( "El Segundo ") and the City of Redondo Beach/Beach Cities Transit ( "Redondo Beach" or "BCT "). RECITALS WHEREAS, BCT currently provides transit services on Line 109; WHEREAS, El Segundo and Redondo Beach previously entered into that certain "Transit Service Operation Agreement" pursuant to which El Segundo provides funding to Redondo Beach for the partial cost of operating Line 109; and WHEREAS, the current "Transit Service Operation Agreement" expires as of June 30, 2010, and the parties desire to continue such agreement on the terms and conditions set forth below. THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES CONTAINED HEREIN, THE PARTIES AGREE AS FOLLOWS: 1. TERM This Agreement shall be effective as of July 1, 2010, and shall have a one (1) year term expiring on June 30, 2011. El Segundo acknowledges that an agreement in similar form to this Agreement will need to be negotiated for continued Line 109 service beyond June 30, 2011. In the event El Segundo intends to discontinue Line 109 service following the expiration of this Agreement, El Segundo agrees that it will make a good -faith effort to notify BCT of its intent to discontinue such service on or before December 30, 2010. 2. SERVICE DESCRIPTION A. BCT shall operate Line 109 consistent with the map shown in Attachment A, which is attached hereto and by this reference incorporated herein ( "Line 109" or the "Service "). B. BCT shall operate Line 109 on the days of the week, spread of service, and frequencies of service equal to or better than that which was operated by BCT immediately prior to the effective date of this Agreement. The service schedule on Line 109 in effect on June 30, 2010, is shown as Attachment B, which is attached hereto and by this reference incorporated herein. C. BCT may adjust the route and schedule of Line 109; however, any changes or reductions to the Service in excess of 10% shall be brought to the City of El Segundo in writing for review and comment prior to implementation. D. BCT reserves its rights, at its sole discretion, to enter into contracts for Line 109 service with any other provider of its choice at any time without City of El Segundo approval. BCT shall be responsible for any and all aspects of administration of the service contract, and shall assure that the contract includes provisions pertaining to insurance, age, maintenance and operation of vehicles, driver qualifications and other similar provisions typical of an agreement of that kind. 3. PASSENGER FARES BCT may charge fares for the Service consistent with their existing fixed -route service. BCT will accept interagency transfers with adjacent transit operators and participate in the EZ Pass Program. BCT shall retain all farebox revenues. BCT Line 109 passenger fare revenues shall be used to offset operation expenses. 4. FUNDING A. For costs associated with the operation of Line 109, the City of El Segundo shall pay the City of Redondo Beach in accordance with this Section. The City of El Segundo shall not pay BCT for capital costs nor shall the City of El Segundo provide equipment to operate the Service. B. Funding from El Segundo shall be $66,288.50 for fiscal year 2010 -11. In no event shall El Segundo's funding obligation pursuant to this Section 4B exceed the foregoing amount. In the event actual fiscal year 2010 -11 Line 109 net operating costs are less than the estimated costs and/or actual 2010 -11 net operating revenues are greater than the estimated revenues, all excess funds resulting from any such decreased costs or increased revenues, if any, shall be reconciled and therefore reduce the final 4th quarter invoice amount of the 2010 -11 fiscal year. C. BCT is responsible for all marketing and promotion of the service. Notwithstanding the foregoing, the City of El Segundo may advertise at its sole expense, but any reference to Beach Cities Transit must be approved in writing by the City of Redondo Beach prior to such reference. Only the Beach Cities Transit logo may be used to advertise or market the service. 5. REPORTINGANVOICING A. BCT shall report to the City of El Segundo on a quarterly basis, all of the following data for the Line 109 Service: • passengers carried • revenue hours operated • revenue miles operated • total operating costs B. BCT shall submit said report to the El Segundo City Manager in writing within fifteen (15) days after the end of each report quarter. C. BCT shall submit quarterly invoices and reporting requirement to the El Segundo City Manager and City of El Segundo shall pay to BCT on a quarterly basis 1 /4'h of 2 „ 'U the annual funds to be provided. City of El Segundo shall pay BCT within thirty (30) days of receipt of each quarterly report from BCT. First payment shall be due on November 30, 2010, representing payment for July 1, 2010, through September 30, 2010. D. BCT shall incorporate Line 109 data into its Federal Transit Administration National Transit Data (NTD) annual report for the entire Beach Cities Transit fixed route transportation system. BCT shall provide to El Segundo annual NTD random sampling data which provides the statistics to estimate the number of passengers boarding and alighting by stop in El Segundo, and the total estimated El Segundo passengers. BCT shall be responsible for any and all aspects of administration of the service contract, and shall include provisions pertaining to insurance. E. City of El Segundo retains the right to audit the BCT's records of Line 109 Service, and may periodically monitor the Service. F. BCT shall schedule quarterly joint meetings with the partnering Cities of El Segundo, Hermosa Beach and Manhattan Beach. BCT will provide a quarterly update of Line 109 services, and discuss coordinated marketing and public outreach efforts and operating and financing issues that affect BCT services. b. INSPECTION OF RECORDS BCT records relevant to this Agreement shall be available for inspection by City of El Segundo at all reasonable times for a period of at least three (3) years for each year or after the termination date, whichever comes first. 7. NON - DISCRIMINATION No person shall on the grounds of race, color, religion, national origin, ancestry, age, sex, physical or mental disability, be excluded from participation in, or be subject to discrimination in the operation of the Line 109 Service. 8. COORDINATION A. BCT shall coordinate their services, to the extent practical, so that passengers transferring between transit operators will have minimal waiting times. This coordination will require transit agencies to communicate with each other as many weeks as possible in advance of any planned schedule change to these services that may affect passenger transfers. B. The El Segundo Project Manager for this project shall be the City Manager or his/her designee. BCT coordinator for this project shall be the Harbor, Business and Transit Director or his/her designee. 9. WAIVER OF BREACH The waiver of each party of any breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of that same or any other provision. 3 10. 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. (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) Facsimile transmission. When sent by fax to the last fax number of the recipient known to the party giving notice: notice is effective on receipt. Any notice given by fax will be deemed received on the next business day if it is received after 5:00 p.m. (recipient's time) or on a non - business day. Beach Cities Transit: Addresses for purpose of giving notice are as follows: City of Redondo Beach Harbor, Business and Transit Director Attention: Line 109 415 Diamond St. Redondo Beach, CA 90277 -2836 Fax Number: 310- 372 -8021 With a copy to: City Clerk City of Redondo Beach 415 Diamond Street Redondo Beach, CA 90277 -2836 Fax Number: 310- 374 -0220 4 m ', poi w City of El Segundo: City of El Segundo City Manager Attention: Line 109 350 Main Street El Segundo, CA 90245 -3813 Fax Number: 310 -322 -7137 With a copy to: City Clerk City of El Segundo 350 Main Street El Segundo, CA 90245 -3813 Fax Number: 310- 615 -0529 B. Any correctly addressed notice that is refused, unclaimed, or undeliverable because of an act or omission of the party to be notified, will be deemed effective as of the first date the notice was refused, unclaimed or deemed undeliverable by the postal authorities, messenger or overnight delivery service. C. Either party may change its address or fax number by giving the other party notice of the change in any manner permitted by this Agreement. 11. SEVERABILITY Should any part, term or provision of this Agreement or any document required herein to be executed be declared invalid, void or unenforceable, all remaining parts, terms and provisions hereof shall remain in full force and effect and shall in no way be invalidated, impaired or affected thereby. 12. INTEGRATION; AMENDMENT This Agreement represents the entire understanding of the City of El Segundo and Beach Cities Transit 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 both parties. 13. 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. 14. GOVERNING 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. 15. COMPLIANCE WITH STATUTES AND REGULATIONS Beach Cities Transit will be knowledgeable of and will comply with all applicable federal, state, county and city statutes, rules, regulations, ordinances and orders. 16. NON - LIABILITY OF THE CITY OF EL SEGUNDO OFFICERS AND EMPLOYEES No officer or employee of either City will be personally liable to the other, in the event of any default or breach thereunder. 17. INDEMNIFICATION Redondo Beach hereby agrees to defend, protect, indemnify and hold harmless El Segundo, its officers, employees, elected officials and members of boards and commissions from and against any and all loss, damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, and judgments, including reasonable attorney's fees, expert fees and costs of suit arising directly or indirectly from or in any manner related to or in connection with or caused by the performance or failure of Redondo Beach, its agents, servants or employees to perform the services required of Redondo Beach employees under the terms of this Agreement. El Segundo hereby agrees to defend, protect, indemnify and hold harmless Redondo Beach, its officers, employees, elected officials and members of boards and commissions from and against any and all loss, damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, and judgments, including reasonable attorney's fees, expert fees and costs of suit arising directly or indirectly from or in any manner related to or in connection with or caused by the performance or failure of El Segundo, its agents, servants or employees to perform the services required of El Segundo employees under the terms of this Agreement. M IN WITNESS WHEREOF, the parties have executed this Agreement in Redondo Beach, California, as of this day of , 2010. APPROVED AS TO FORM: � rney'sffce ATTEST: City Clerk ni 1ZOI. 7 w ii'm 4 a III' j , Attachment A: Line 109 May Revenue Service Mile Calculations NB Miles Revised Route Miles % SB Miles % Los Angeles 2.9 15.59% 2.8 17.18% Manhattan Beach 3.4 18.28% 3.2 19.63% Total Miles 18.6 100.00% 16.3 100.00 % Revised Route Miles NB Miles % SB Miles % Hermosa Beach 2.2 11.83% 1.6 9.82% El Segundo 7.7 41.40% 5.6 34.36% Revised Revenue Service Miles effective July 2010 (based on service changes effective June 28, 2009) Average Miles Per City Hermosa Beach 1.90 10.89510, El Segundo 6.65 38.11% Attachment B: BCT Line 109 Time Schedule HW To MO MM SCMM sOlMal ftww6c :LSaadAyt�knaKnik{s+e�aYasoMM iUOa� ponyartMroML a.IWMry� w didam'e'd, ns�gWr �.uu� wrs x �" Wig E Will" IMF Iffso_x i aim ..im71 � N�.mJMM�YY "�M irk, iL" 7tl4MIIIt .:.r,tlYtlYY�..'v.'1i�Ytl..i 7111YI�Yl:'.. �, Y�YI�YC. �: �YYYYI�"'. .tlWY;WYY...,u.tlWIItl�:�.�:.Yl �."A:'7YYYYYYI:e'.Ji: "�Y:. w didam'e'd, ns�gWr �.uu� wrs x �" Wig E Will"