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HomeMy WebLinkAbout*AGMT - Los Alamitos Unified School District (Beach Buggy) 0 TRANSPORTATION SERVICES AGREEMENT between SE F ` S s$i ` City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 Los Alamitos Unified School District 10293 Bloomfield Street Los Alamitos, CA 90720 (562) 799 -4700 This Transportation Services Agreement ( "the Agreement ") is made as of June 24, 2009 (the "Effective Date "), by and between the LOS ALAMITOS UNIFIED SCHOOL DISTRICT ( "District "), a California public school district duly organized and existing under Chapter 1 of Division 3 of Title 2 of the California Education Code, and the CITY OF SEAL BEACH ( "City "), a California charter city, (collectively, "the Parties "). 1 of 7 s. • RECITALS A. City desires transportation services for its Beach Buggy Program ( "Program "). B. District represents that it is qualified and able to provide City with bus transportation under the terms of this agreement. NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows. AGREEMENT 1.0 Scope of District Services 1.1. District must provide those services ( "Services ") set forth in the attached Exhibit A, which is hereby incorporated by this reference. To the extent that there is any conflict between Exhibit A and this Agreement, this Agreement must control. 1.2. In performing this Agreement, District must comply with all applicable provisions of federal, state, and local law. 2.0 City's Program Responsibilities 2.1. City shall be responsible for all aspects of the Program not included in Services provided by District; including, but not limited to: providing supervisory staff on bus, marketing, designating routes and timetables; designing and processing applications; and ensuring that only registered persons participate in the Program. 2.2. City and District have jointly established the Program routes and schedules. The routes and schedules will not change for the duration of the Program. 2.3. One or more City employees must ride the bus while in service. 3.0 Term This term of this Agreement shall begin on July 6, 2009 and shall end on August 28, 2009 unless previously terminated as provided by this Agreement. 4.0 District's Compensation City shall pay District $85.00 per hour, per bus, for each hour that the bus is in service and $3.26 for miles over 40 driven per day for the Program. For these purposes, a bus shall be deemed to be in service for the Program during a given day from the time it leaves the bus yard or the last District related service to the time it returns to the bus yard or when it arrives at the next District related service, not including any time during which the District may employ the bus for purposes not within the Scope of Services set forth in Exhibit A. 2of7 • • 5.0 Method of Payment 5.1. District must submit to City monthly invoices for all services rendered pursuant to this Agreement. Such invoices must be submitted within 30 days of the end of the month during which the services were rendered and must describe in detail the services rendered during the period, the days worked, number of hours worked, the hourly rates charged, and the services performed for each day in the period. City will pay District within 30 days of receiving District's invoice. City will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to District. 5.2. Upon 72 hours notice from City, District must allow City or City's agents or representatives to inspect at District's offices during reasonable business hours all records, invoices, time cards, cost control sheets and other records maintained by District in connection with this Agreement. City's rights under this Section 4.2 shall survive for two years following the termination of this Agreement. 6.0 Termination 6.1. City may terminate this Agreement without cause on August 1, 2009, if City provides notice to District on or before July 22, 2009. 6.2. This Agreement may be terminated by City, without cause, or by District based on reasonable cause, upon giving the other party written notice thereof not less than thirty 30 days prior to the date of termination. 7.0 Party Representatives 7.1. The City Manager, or his /her designee, shall be the City's representative for purposes of this Agreement. 7.2. The Assistant Superintendent, Business Services, or his /her designee, shall be the District's primary representative for purposes of this Agreement. 8.0 Notices 8.1. All notices peimitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at the following addresses: To City: City of Seal Beach 211 8th Street Seal Beach, California 90740 Attn: City Manager To District: Los Alamitos Unified School District 10293 Bloomfield Street Los Alamitos, CA 90702 Attn: Assistant Superintendent, Business Services 3 of 7 • • 9.0 Independent contractor 9.1. District is an independent contractor and neither District nor any of its employees, contractors, or agents, is an employee of the City. All services provided by District pursuant to this Agreement shall be performed by District or under its supervision. District will determine the means, methods, and details of performing the services. Any additional personnel performing services under this Agreement on behalf of District shall also not be employees of City and shall at all times be under District's exclusive direction and control. District shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of services under this Agreement and as required by law. District shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 9.2. District shall indemnify and hold harmless City and its elected officials, officers and employees, servants, designated volunteers, and agents serving as independent contractors in the role of city officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from District's personnel practices. City shall have the right to offset against the amount of any fees due to District under this Agreement any amount due to City from District as a result of District's failure to promptly pay to City any reimbursement or indemnification arising under this Section. 10.0 Party Employees 10.1. District Employees: For purposes of this Agreement, all persons employed in the performance of services and functions for District shall be deemed District employees and no District employees shall be considered as an employee of the City, nor shall such District employees have any City pension, civil service, or other status while an employee of the District. 10.2. City Employees: For purposes of this Agreement, all persons employed in the performance of services and functions for the City shall be deemed City employees and no City employee shall be considered as an employee of the District, nor shall such City employees have any District pension, civil services, or other status while an employee of the City. 11.0 Nonliability of Officials No officer, member, employee, agent, or representative of the Parties shall be personally liable for any amounts due hereunder, and no judgment or execution thereon entered in any action hereon, shall be personally enforced against any such officer, official, member, employee, agent, or representative. 12.0 Insurance District shall, at its expense, procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damages to property arising from or in connection with the operation, maintenance and the safety of the Services provided by District. City shall, at its expense, procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damages to property arising from or in connection with 4 of 7 • • the conduct of the Program participants. Each party certifies that it has adequate self- insured retention of funds to meet any obligation arising from this Agreement. 13.0 Indemnification, Hold Harmless, and Duty to Defend 13.1. Each party shall be responsible for its own actions and omissions under this Agreement. District shall indemnify, defend and hold harmless City against claims for bodily injury, death, personal injury, or property damage arising from or in connection with the operation, maintenance and the safety of the Services provided by the District. City shall indemnify, defend and hold harmless District against claims for injuries to persons or damages to property arising from or in connection with the conduct of the participants to the Program. The District and any of its respective officers, agents, volunteers, contractors, or employees shall not be responsible for any damage or liability occurring by reason of any acts or omissions on the part of the City under or in connection with any obligation assumed by the City pursuant to this Agreement. The City and any of its respective officers, agents, volunteers, contractors, or employees shall not be responsible for any damage or liability occurring by reason of any acts or omissions on the part of the. District under or in connection with any obligation assumed by the District pursuant to this Agreement. This indemnity shall survive termination of this Agreement. 13.2. Government Code Section 895.2 imposes certain tort liability jointly upon public agencies solely by reason of such public agencies being parties to an agreement as defined in Government Code Section 895. Therefore, the Parties hereto, as between themselves, pursuant to the authorization contained in Government Code Sections 895.4 and 895.6, each assumes the full liability imposed upon it or any of its officers, agents, representatives or employees by law for injury caused by a negligent or wrongful act or omission occurring in the performance of this Agreement, to the same extent that such liability would be imposed in the absence of Government Code Section 895.2. To achieve this purpose, each Party indemnifies and holds harmless the other Party for any loss, cost, or expense, including reasonable attorneys' fees that may be imposed upon or incurred by such other Party solely by virtue of Government Code Section 895.2. 14.0 Entire Agreement This Agreement contains the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both parties. 15.0 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of California. 16.0 No Third Party Rights No third party shall be deemed to have any rights hereunder against either party as a result of this Agreement. 5 of 7 • • IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. CITY OF SEAL BEACH bi .A4109 a id N. Carmany, " y Manager S Date Attest: By: 41,(4., k nda Devine, City Clerk Approved as to Form: By: Quinn Barrow, City Attorney LOS ALAMITOS UNIFIED SCHOOL DISTRICT By: Patricia Meye , As Stan pen . tendent, Date Business Sery -: 6 of 7