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HomeMy WebLinkAboutC-2348Nk" 0 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 0 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