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Home My WebLink AboutA7230 - SUNLINE TRANSIT AGENCYMEMORANDUM OF UNDERSTANDING Between SUNLINE TRANSIT AGENCY 32-505 Hart7 Oliver Trail Thousand Palms, OA 92276-3501 And CITY OF PALM SPRINGS 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 THIS Memorandum of Understanding ("Agreement") is made by and between SUNLINE TRANSIT AGENCY, a California joint powers authority ("SunLine") and the City of Palm Springs, a California municipal corporation ("City"). SunLine and City may collectively be referred to in this Agreement as "Parties," or singularly as "Party." RECITALS 1. The City previously operated the Palm Springs BUZZ Bus ("BUZZ Service"), a City- subsidized trolley that provided free shuttle services throughout the downtown area of the City. 2. On February 21. 2018, the Palm Springs City Council ("City Council") voted to shut down the BUZZ Service. 3. On July 18, 2018, the City Council voted to authorize SunLine to operate the BUZZ Service for a period of two years. 4. The Parties wish to enter into this Agreement to memorialize their agreement regarding BUZZ Service operations and compensation. NOW, THEREFORE the Parties agree as follows: AGREEMENT 1. RECITALS. The Parties acknowledge that the Recitals above are true and correct and are incorporated into this Agreement. 2. TERM OF AGREEMENT. Agreement shall be effective on the date executed by both Parties ("Effective Date"). SunLine will begin operating the BUZZ Service on January 10, 2019. This Agreement shall remain in effect until January 10, 2021. FINAL 11.19.18 Page 1 of 5 duplicate ORIGINAL 3. BUZZ SERVICE OPERATIONS. 3.1 SunLine will purchase vehicles directly from MV Transportation to be used to operate the BUZZ Service. 3.2 It is anticipated that the BUZZ Service will provide service in accordance with the map attached hereto as Exhibit A, and incorporated herein. SunLine's Board of Directors shall not consider any approval prior to commencing operation of the BUZZ Service apart from approval of this Agreement. SunLine may, in its discretion, make future changes to the service area and route set forth in Exhibit A in order to maintain performance standards. SunLine agrees to submit any proposed change in service area or route to City, thirty (30) days in advance of implementation, for a ministerial safety review by City and the Parties agree to meet and confer concerning any safety concerns raised by City. The Parties agree that this Agreement has no impact upon the last existing City BUZZ Service route. 3.3 BUZZ Service will operate with the following schedule: (a) Sunday, Monday, Tuesday, Wednesday: No Service (b) Thursday, Friday, Saturday: Service from 12:00 p.m. to 10:00 p.m., with an approximate frequency of 20 minutes. 3.4 On Thursdays, the BUZZ Service will offer deviated service from Palm Canyon as set forth in Exhibit A. 3.5 SunLine will begin operating BUZZ Service on January 10, 2019 (the "SunLine Operations Date"). 4. COMPENSATION. The annual cost to SunLine to operate BUZZ Service will be $356,500, which will be reimbursed in full by the City. City shall pay SunLine four payments of $89,125, each year during SunLine's operation of the BUZZ Service, on or before the following dates: December 1, March 1, June 1, and September 1. The first payment will occur on or before the SunLine Operations Date, and may be prorated to account for a starting date after December 1, 2018. 5. INDEMNIFICATION. (a) Each Party will indemnify, defend, and hold harmless the other Party and its assignees, agents, officers and employees from and against any claims, suits, proceedings, costs, liabilities, expenses (including court costs and reasonable legal fees), or damages ("Claims") to real or tangible personal property and/or bodily injury to persons, including death, resulting from its or its employees, officers, or agents' negligence or willful misconduct arising from or related to this Agreement. FINAL 11.19.18 Page 2 of 5 (b) City will indemnify, defend, and hold harmless SunLine and its assignees, agents, officers and employees from Claims, including, but not limited to, any Claim made pursuant to the California Environmental Quality Act, based on any BUZZ service area or routes established as of and prior to the SunLine Operations Date, any approval by the City Council and/or SunLine Board of Directors prior to the SunLine Operations Date concerning the BUZZ service area or routes, and any alleged dangerous condition of City's property (within the meaning of Government Code sections 835, 835.2 & 835.4 and reported decisions of California courts of competent jurisdiction interpreting those sections), whether such condition existed before or after the SunLine Operations Date . (c) SunLine will indemnify, defend, and hold harmless City and its agents, officials and employees from and against any Claims, including, but not limited to. Claims made pursuant to the California Environmental Quality Act, based on any change to the BUZZ service area or routes, approved at the discretion of SunLine, and established after the SunLine Operations Date, and any Claim arising from or related to negligence or willful misconduct by SunLine or any SunLine employee in provision of BUZZ Service after the SunLine Operations Date. 6. NOTIFICATION. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given on the date of service only: (a) When served personally on the party to whom notice is being given; or (b) Within seventy-two (72) hours after mailing, when mailed to the party to whom notice is to be given by registered or certified mail, postage prepaid, and properly addressed to the party at its address set forth below, or at such different address as any party shall notify to the other parties in the manner provided in this Section. All notices and/or correspondence are to be sent to the following addresses: CITY OF PALM SPRINGS SUNLINE TRANSIT AGENCY Attn: Dr. David H. Ready, Esq.,PhD Attn: Lauren Skiver City Manager CEO/General Manager 3200 E. Tahquitz Canyon Way 32-505 Harry Oliver Trail Palm Springs, CA 92262 Thousand Palms, CA 92276-3501 7. TERMINATION. 7.1 Either Party may terminate this Agreement by providing thirty (30) days advance written notice to the other party. In the event of termination, SunLine shall refund to City the pro-rata share of the most recent payment made pursuant to Paragraph 4 of FINAL 11.19.18 Page 3 of 5 this Agreement for the costs not incurred by SunLine as a result of termination of BUZZ Service operations. 8. SEVERABILITY. If any provision of the Agreement is determined to be invalid, illegal, or unenforceable in any respect, such determination shall not affect any other provision hereof. 9. GOVERNING LAW, JURISDICTION AND VENUE. The Agreement shall be governed by and construed in accordance with the laws of the State of California. Each party agrees that all legal proceedings in connection with any dispute arising under or relating to the Agreement shall be brought in the Superior Court of the State of California, Riverside County. 10. NON-ASSIGNMENT. No party may assign this Agreement, or any part thereof, without the written consent of each party to this Agreement. 11. AMENDMENT. Any amendment to this Agreement must be in writing and executed by all Parties. 12. WAIVER. No failure on the part of the Parties to exercise any right or remedy hereunder shall operate as a waiver of any other right or remedy that party may have hereunder. 13. AUTHORITY. Each individual executing this Agreement on behalf of one of the Parties represents that he or she is duly authorized to sign and deliver the Agreement on behalf of such party and that this Agreement is binding on such party in accordance with its terms. 14. EXECUTION. This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument. Faxed or emailed signatures shall be effective for all purposes. 15. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding of the parties with respect to the subject matter hereof, and there are no other representations, promises, warranties, covenants or undertakings with respect thereto. SIGNATURES FOLLOW FINAL 11.19.18 Page 4 of 5 CITY OF PALM SPRINGS David H. Rea Date:lilli li SUNLINE TRANSIT AGENCY By: ^\cKy\lk. jA cc>O^ArnciA' Latlren Skiver ^ Date: Date: APPROVED AS TO FORM: Edward Z. Kotkin City Attorney ity^lerk APPROVED BY CfTY COUNCIL Date: APPROVED AS TO FORM: By: EiiBVail ^ SunLine Counsel FINAL 11.19.18 Page 5 of 5 CITY OF PALM SPRINGS Bv: ^\(A)f\tSi m david H. Ready Date: SUNLINE TRANSIT AGENCY Lauren Skiver Date: /// Date: APPROVEDAS TO FORM: Edward Z. Kotkin City Attorney B Date: ///^C>/ ^p/s APPROVED AS TO FORM: By: Eric Vail SunLine Counsel FINAL 11.19.18 Page 5 of 5 N A W VISTA CHINO E VISTA CHINO ETACHEVAH WALEJQ TAHOUITZ CANYON V W ESCUELA E Tamadjbk EALEJO E ANDREAS E TAHQUrrz CANYON W ARENAS N SABSTO ERAMON WRAMON WMESOUITE E MESQUITE EPALM CANYON Eve/y 20 minutQS Tluisday - Sswfday 12pni-10pm ^ N iNDIAN/VlSTA C«1N0 0 EPC/SUNRISE HPC/VIBT 0 EK/IHOIAM TRAA 0 NPC/VEflEDANORTE 0 SPC/MORONQO O NPC/VIALOLA 0 SPC/MESOUITE O NPC/EL ALAMCDA 0 SINDIAN/CAMINO PAROCELA 0 NPC/MERITO 0 SINOIAH/RAMON 0 NPC/ALEJO 0 S iNOlAN/BARIsro 0 NPC/AMAOO 0 S INOIAN/AREHAS 0 SPCyiAHOOITZ 0 H Inoian/Amaoo 0 SPC/AREHAS 0 N Indian/Valmonte 0 S TAHQUITZ DP 0 HPC/HEPMOSAPl 0 SPC/BARISTg O NPC/TACKEVAR 0 SPC/RAMON 0 NPC/CAMINO MONTE VISTA 0 8PC/S0N0RA 0 1900 NPC 0 5PC/EPC 0 VIAESCUELA/NPC 0 EPC/CAMINOREAL HPCs NORTH PALM CANYON0 EPcyoRiFTwoao SPG » South Palm Canyon 0 SMOKETREE EPC = EAST PALM CANYON -?■ LEGEND O Allhmes NOT ON Thursday 'S>:rm THURSDAY ONLY Effective January 10, 2019