CONTRACT No. 11059 (CCS)
PAYMENT AGREEMENT
This Payment Agreement (“Agreement”) is entered into on this 1 st day of July, 2020
by and between the City of Santa Monica (“City”), and SANTA MONICA COMMUNITY COLLEGE DISTRICT (“SMC”), with reference to the following:
RECITALS:
A. SMC desires to reduce automobile traffic to its campus and to encourage its students, staff and faculty to use mass transportation.
B. SMC and City have implemented a SMC Transit Pass Program whereby the City’s Big Blue Bus accepts SMC identification cards with semester validation stickers (an “SMC Card”) in lieu of cash payment. SMC and City entered into a Payment Agreement in 2007 for the 2007/2008 academic year and continued the program for each subsequent academic year throughout the conclusion of the 2019/2020 academic year.
C. SMC and City seek to enter into this Payment Agreement to establish terms and conditions of the SMC Transit Pass Program for the 2020/2021, 2021/2022 academic years, with an option to extend for one additional year by mutual agreement.
NOW, THEREFORE, SMC and City agree as follows:
TERMS AND CONDITIONS
1. Incorporation of Recitals. The above recitals are true and correct and are incorporated into this Agreement.
2. Term. This Agreement begins on July 1, 2020 and terminates on June 30, 2023, unless sooner terminated in accordance with Section 7 below.
3. Transportation Services. Any person who presents a valid SMC Card to the bus operator or who validates his or her card in an electronic farebox may ride the City’s Big Blue Bus without payment at the time of boarding (“Transportation Services”).
4. Fare Collection Technology. During the first twelve months of this agreement, the parties will work together to change the agreed upon fare product technology from the SMC card with magnetic stripe to a contactless fare payment technology.
Currently utilized contactless technologies at BBB include TAP (Transit Access Pass), the Los Angeles Metro sponsored regional fare technology, and mobile ticketing through two smart phone apps, Token Transit, and Transit. This process would include a possible transition to either of these two above referenced technologies, or other contactless fare payment technologies. All other terms and DocuSign Envelope ID: 3E4E9582-B15A-49AA-AB57-3C72FA87DFDB CONTRACT No. 11059 (CCS)
conditions of this Agreement will remain unchanged in the event of a change in fare collection technology as contemplated under this Section 4.
5. Compensation. SMC agrees to pay the City for the Transportation Services in an amount not to exceed $3,016,000 (“Total Payment”), as outlined in Exhibit A of the Payment Agreement, payable within 30 days at the end of each quarter during the Term of this Agreement.
6. Notices. All payments, notices, demands, requests or approvals to be given under this Agreement must be in writing and will be deemed served when delivered personally or on the third business day after deposit thereof in the United States mail, postage prepaid, addressed as follows:
6.1 All notices, demands, requests or approvals to the City:
City of Santa Monica
Big Blue Bus
1660 7th Street
Santa Monica, California 90401
Attention: Ed King, Director of Transit Services
6.2 All notices, demands, requests or approvals to SMC:
Santa Monica Community College District
1900 Pico Boulevard
Santa Monica, CA 90405
Attention: Dr. Kathryn E. Jeffery,
Superintendent/President
7. Termination.
7.1 Termination for Cause. In the event either party fails to perform any of the provisions of this Agreement, that party shall be deemed to be in default of this Agreement. SMC’s failure to pay amounts due to the City shall be deemed to be a material default of this Agreement. The nondefaulting party shall give the defaulting party written notice of default and the steps necessary to cure the default. For a material default, the defaulting party is obligated to cure the default within five (5) calendar days upon receipt of written notice of default. For a non-material default, the defaulting party is required to cure the default within ten (10) calendar days upon receipt of written notice of default; however, if the nature of the non-material default required more than ten (10) calendar days to cure, the defaulting party shall have thirty (30) days to diligently pursue and complete a cure. If the defaulting party fails to cure a default of this Agreement as set forth above, the non-defaulting party is entitled to terminate this Agreement. Upon termination of this Agreement pursuant DocuSign Envelope ID: 3E4E9582-B15A-49AA-AB57-3C72FA87DFDB CONTRACT No. 11059 (CCS)
to this Section 7.1, SMC shall pay City all unpaid compensation for services due up to and including the date of termination.
7.2 Termination for Convenience. Either party may terminate this Agreement without cause by giving 30 days written notice to the other party. Upon termination of this Agreement pursuant to this Section 7.2, SMC shall pay City all unpaid compensation for services due up to and including the date of termination.
8. Independent Parties. Both parties to this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint ventures of one another. Neither the City nor SMC, or its officers or employees has any control over the conduct of the other.
9. Integrated Agreement. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties. Any preliminary negotiations and agreements of any kind or nature are merged into this Agreement. No oral agreement or implied covenant may be held to vary the provisions of this Agreement. This Agreement may be modified only by written agreement signed by City and SMC and approved as to form by the City Attorney.
10. Cost of Litigation. If any legal action is necessary to enforce any provision of this Agreement or for damages by reason of any alleged breach of any provision of this Agreement, the prevailing party is entitled to receive from the losing party all reasonable costs, disbursements, and expenses, and such amounts as the court may adjudge to be reasonable attorney’s fees.
11. Prohibition Against Transfers. SMC may not assign, hypothecate, or transfer this Agreement or any interest therein directly or indirectly, by operation of law or otherwise, without the prior written consent of City. Any attempt to do so without the City’s consent will be null and void, and any assignee, hypothecate, or transferee acquires no right or interest by reason of such attempted assignment, hypothecation, or transfer.
12. Waiver. A waiver of any breach of this Agreement may not be deemed a waiver of any subsequent breach of the same or any other term, covenant, or condition of this Agreement.
13. Standard of Care. City agrees to provide the Transportation Services in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions.
14. Governing Law. The laws of the State of California, without regard to any choice of law provisions, will govern this Agreement.
15. Venue and Jurisdiction. The City and SMC agree that the Transportation Services will take place in Los Angeles County. Any litigation arising out of this Agreement may only be brought in either the United States District Court, DocuSign Envelope ID: 3E4E9582-B15A-49AA-AB57-3C72FA87DFDB CONTRACT No. 11059 (CCS)
Central District of California, or the Superior Court of California, County of Los Angeles, West District, as appropriate. The parties agree that venue exists in either court, and each party expressly waives any right to transfer to another venue. The parties further agree that either court will have personal jurisdiction over the parties to this Agreement.
16. Counterparts. The City and SMC may execute this Agreement in one or more counterparts, each of which is an original, but all of which together constitute one and the same instrument.
17. Service Levels. The City agrees to resume service on route 44 (SMC Campus Connector) during January 2021, and on route 42 (SMC/17th St Station/Montana) in June 2021. The City also agrees to increase service on route 16 (Wilshire Blvd/Bundy Dr) from every 60 minutes to every 30 minutes on or before June 2021. The City also agrees to restore Rapid 7 service (Pico Blvd) on or before June 2021. These service levels will each be maintained for one year, and then reviewed for compliance with Big Blue Bus’ City Council approved service standards. Although substandard ridership is not expected, should ridership fall below that allowed under the service standards, the routes will be reviewed for reduction in service or elimination.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and year first above written.
ATTEST:
______________________________
DENISE ANDERSON-WARREN
City Clerk
APPROVED AS TO FORM:
______________________________
GEORGE S. CARDONA
Interim City Attorney
CITY OF SANTA MONICA,
a municipal corporation
By: ______________________________
LANE DILG
Interim City Manager
SANTA MONICA COMMUNITY
COLLEGE DISTRICT
By: ________________________________
CHRISTOPHER BONVENUTO
Vice President
DocuSign Envelope ID: 3E4E9582-B15A-49AA-AB57-3C72FA87DFDB CONTRACT No. 11059 (CCS)
Exhibit A
Budget
Santa Monica College will issue the following payments over the next two academic years with one additional optional year. The payment schedule is as follows:
2020 – 2021 Academic Year
July 1, 2020 – September 30, 2020: $62,500
October 1, 2020 – December 31, 2020: $62,500
January 1, 2021 – March 31, 2021: $187,500
April 1, 2021 – June 30, 2021: $187,500
2021 - 2022 Academic Year
July 1, 2021 – September 30, 2021: $314,500
October 1, 2021 – December 31, 2021: $314,500
January 1, 2022 – March 31, 2022: $314,500
April 1, 2022 – June 30, 2022: $314,500
2022 - 2023 Academic Year
July 1, 2022 – September 30, 2022: $314,500
October 1, 2022 – December 31, 2022: $314,500
January 1, 2023 – March 31, 2023: $314,500
April 1, 2023 – June 30, 2023: $314,500
DocuSign Envelope ID: 3E4E9582-B15A-49AA-AB57-3C72FA87DFDB