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Los Angeles County Metropolitan
Transportation Authority
Monthly Metro Pass Seller Agreement
This Agreement is between the
Los Angeles County Metropolitan Transportation Authority (MTA),
One Gateway Plaza, Los Angeles, California 90012
and
City of Arcadia, Recreation and Community Services Department,
Senior Citizen Services ( "Seller")
Location(s):
365 Campus Drive, Arcadia, California 91066
In consideration of the services to be rendered by Seller and the
compensation to be paid therefore by MTA, the parties agree as follows:
1. Seller agrees to sell Metro Passes and Stamps for MTA 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
Seller's expense on the premises such advertising matter as may be
supplied by MTA, as long as such advertising matter does not conflict
with the business interest of Seller.
2. Seller agrees to distribute MTA coupons and brochures to pass
purchasers at the location listed above and any other locations that
may be agreed upon by the parties in writing, as long as such coupons
and brochures do not conflict with the business interests of Seller.
3. Seller shall properly file and maintain all printed material, time
schedules, folders, circulars and bulletins supplied by_ MTA 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 the MTA.
4. Seller agrees to use MTA trademark and logo in accordance with MTA
graphic design guidelines on all forms of signs and display materials
which mention MTA and to obtain prior approval from MTA on all such
materials before posting or display.
Los Angeles County Metropolitan
Transportation Authority
Monthly Metro Pass Seller Agreement
Page 2 of 5
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5. Seller shall sell Metro Passes and Stamps at rates fixed in the
schedule of tariffs submitted from time to time by MTA and shall not
deviate therefrom. Sales shall be made only on days specified by
MTA, during the regular business hours operated by Seller.
6. The relationship between Seller and MTA is not that of debtor and
creditor, but trustee and beneficiary. All funds collected for the
account of MTA and all funds derived from the sale of Metro Passes
and Stamps are the property of MTA.
7. Seller shall hold in trust for MTA any Metro Passes or other items
supplied by MTA to Seller for use or sale. Seller shall keep proceeds
of sales and any funds collected for account of MTA in trust, and
shall remit the proceeds as provided in paragraph eight.
8. The Metro Pass and Stamp sales report from each monthly sales
period shall be fully remitted by Seller to MTA by the 5'" of the
following month.
Upon completion of accounting for actual sales in each month, MTA
will invoice City for actual sales at face value per pass sold. Invoices
will be payable 30 days after receipt.
9. Metro Passes for any monthly sales period shall not be distributed to
Seller until Seller has remitted to MTA all reports of the prior monthly
sales period. If, however, Seller obtains current monthly Metro
Passes but has not remitted to MTA the full balance due for any prior
month's Metro Pass sales, the Seller shall return all current Metro
Passes to MTA on demand. Failure to timely remit Metro Pass sales
reports and proceeds shall constitute a material breach of this
Agreement and shall be grounds for immediate termination of this
Agreement. MTA may, at its option, suspend distribution of Metro
Passes to Seller pending a credit review of Seller by MTA, if Seller
fails to timely remit Metro Pass sales reports and proceeds.
Los Angeles County Metropolitan
Transportation Authority
Monthly Pass Seller Agreement
Page 3 of 5
10. Seller shall be responsible for all Metro Passes and other items for
sale delivered to him by MTA and all money collected by him for MTA
and will indemnify and save harmless the MTA from loss, whether
occasioned by theft, forgery or other similar or dissimilar causes. All
losses of Metro Passes /Stamps or other items for sale shall be
calculated based on the face value thereof.
11. Seller shall permit the authorized representative of MTA, during
reasonable hours, to examine as to amount, Metro Passes /Stamps
and other property of the MTA and funds on hand, and to inspect and
audit all records and accounts pertaining to business of MTA.
14. Seller shall contact authorized representative of MTA for deter-
mination in all matters related to refunds or adjustments of sales.
18. This Agreement may not be assigned or transferred by Seller. Seller
will report, without delay, any change that may affect the Seller or its
operation. In the event of transfer of Seller's ownership interest, this
Agreement shall terminate. In the event of death or disability of
Seller, this Agreement shall terminate at the option of MTA.
19. No modification of this Agreement shall be effective unless made in
writing and signed by both parties.
20. The terms of this Agreement shall be from month to month and may
terminated by either party without cause upon 30 days written notice.
21. No provision of this Agreement shall be construed to require MTA to
continue to operate any bus service to or from the facility of Seller or
elsewhere during the term of the Agreement, and it is expressly
agreed that the MTA shall incur no liability to Seller by reason of any
rerouting, rescheduling, discontinuance or other changes in bus or
other transit services operated by MTA.
22. In the event of default to the terms and conditions referenced herein,
Seller hereby agrees to pay any and all collection costs, court costs
and reasonable attorneys' fees that may be incurred in the collection
and /or legal enforcement of payment.
Los Angeles County Metropolitan
Transportation Authority
Metro Monthly Pass Seller Agreement
Page 4 of 4
Seller: City of Arcadia
By:
Don Penman
Title: City Manager
Los Angeles County
Metropolitan Transportation
Authori A
By: (MT
David Sutton
Title: Director
Metro Commute Services
DATE: 2-q- 9
Approved as to from by
The MTA Office of County
Date: o? -/9' Dd� Counsel June 8, 1999
Approved as to Form:
Stephen P. Deitsch
City Attorney