The Operation of Van Nuys /Orange Line and Union Station Flyaway Bus Services at Los Angeles International Airport
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OPERATING AGREEMENT BETWEEN THE CITY OF LOS ANGELES AND PACIFIC COAST SIGHTSEEING TOURS AND CHARTERS, INC. FOR THE OPERATION OF VAN NUYS/ORANGE LINE AND UNION STATION FLYAWAY BUS SERVICE AT LOS ANGELES INTERNATIONAL AIRPORT Operating Agreement for Van Nuys/Orange Line and Union Station FlyAway Hus Service Pacific Coast Sight Seeing Tours/ NAK/ final 4.27 -2015 OPERATING AGREEMENT BETWEEN THE CITY OF LOS ANGELES AND PACIFIC COAST SÏGHTSEEING TOURS AND CHARTERS, IN . FOR THE OPERATION OF VAN NUYS/ORANGE LINE AND UNION STATION FLYAWAY BUS SERVICE AT LOS ANGELES INTERNATIONAL AIRPORT THIS OPERATING AGREEMENT (hereinafter referred to as this "Agreement "), made and entered into this day of 20_, by and between the CITY OF LOS ANGELES, a municipal corporation (hereinafter referred to as "City"), acting by order of and through its Board of Airport Commissioners (hereinafter referred to as "Board ") of the Department of Airports also known as Los Angeles World Airports or LAWA, and Pacific Coast Sightseeing Tours and Charters, Inc., a Florida Corporation registered to do business in California (hereinafter referred to as "Operator and/or Contractor "), a subsidiary of Coach USA, a division of Stagecoach Group plc, a publicly traded company incorporated in the United Kingdom. RECITALS WHEREAS, City is the owner and operator of Los Angeles International Airport (hereinafter referred to as "Airport"), and the Van Nuys FlyAway Bus Terminal located at 7610 Woodley Ave, Van Nuys 91406 (hereinafter referred to as "Van Nuys Bus Terminal "); and WHEREAS, City and the Los Angeles County Metropolitan Transportation Authority (herein referred to as "Metro ") have entered into a right of entry permit (hereinafter referred to as "ROE ") which provides use of the Union Station facilities located at Patsaouras Transit Plaza, 810 North Vignes Street, Los Angeles, CA 90012 (hereinafter referred to as "Union Station Bus Terminal "); and WHEREAS, Operator submitted a response to City's November 20, 2014 Request for Proposal for Operation of Van Nuys/Orange Line FlyAway Bus Service and Union Station FlyAway Bus Service (hereinafter referred to as "RFP ") by providing its proposal on February 27, 2015 (hereinafter referred to as "Proposal "); and WHEREAS, Operator is the holder of permit(s) issued by the State of California (hereinafter referred to as "State ") and the City authorizing Operator to provide bus services and has the qualifications and experience to provide such services; and WHEREAS, City and Operator desire to enter into this Agreement to provide the traveling public with such bus services as stated herein (hereinafter referred to as " FlyAway Bus Service "); and 1 Operating Agreement for Van Nuys/OrangeLine and Union Station FlyAway Bus Service Pacific Coast Sight Seeing Tours/ NAIU final 4-27-2015 NOW, THEREFORE, in consideration of the terms, covenants and conditions hereinafter contained to be kept and performed by the respective parties hereto, IT IS MUTUALLY. AGREED as follows: Section 1. Term. 1.1. The Term of this Agreement shall commence on the Commencement Date, which shall be established in a document (hereinafter referred to as "Commencement Date Memorandum ") executed by both parties no later than sixty (60) days after receipt of all required City approvals, and expiring seven (7) years. thereafter (hereinafter referred to as "Expiration Date ") subject, however, to earlier termination with or without cause and in . accordance with Section 10 of this Agreement. The Commencement Date Memorandum shall be incorporated herein upon its execution, as Exhibit A -1. Section 2. Operating Rights Granted. 2.1 Operator's Rights. City hereby grants to Operator the right to manage and operate City's public bus FlyAway Bus Service between Airport and Route 1, the Van Nuys FlyAway Bus Terminal with an en route, stop at Metro Orange Line Woodley Station, effective upon the Executive Director's issuance of a Notice to Proceed, and Route 2, Union Station Bus Terminal effective upon the Executive Director's issuance of a Notice to Proceed (hereinafter referred to collectively as the " FlyAway Bus Service Locations ") in accordance with the Service Operation Schedule, which is attached hereto as Exhibit Band incorporated herein by reference., and the terms and conditions set forth in this Agreement. Operator shall have the right and obligation to perform the functions as described herein and as more fully described in its Business and Operations Plan, which is attached hereto as Exhibit A and incorporated herein by reference. To the extent Exhibit A conflicts with any terms in this Agreement, this Agreement shall prevail. 2.1.1 Notwithstanding anything to the contrary in this Agreement, Operator shall be required to pick up passengers on the Route 1 en route stop at Metro Orange Line Woodley Station, in accordance with Exhibit B, subject to seat availability for FlyAway Bus Service passengers. 2.1.2 Should the Executive Director, at her or his sole discretion, elect to discontinue FlyAway Bus Service to the Metro Orange Line Woodley Station, Executive Director shall provide Operator thirty (30) days advance written notice, subject to Section 4.2.1 herein. 2.2 Additional FlyAway Bus Service Locations. In addition to the FlyAway Bus Service Locations identified in Section 2.1 above, subject to the prior written approval of Executive Director, Operator may provide FlyAway Bus Service between Airport and other locations (hereinafter referred to as "Additional Locations "), subject to Sections 2.3 and 8.3.4. herein. Executive Director shall notify Operator (hereinafter referred to as 2 Operating Agreement for Van Nuys/Orange Line and Union Station FlyAway Bus Service Pacific Coast Sight Seeing Tours/NAK/ final 4 -27 -2015 "Additional Location Notification Memorandum ") of the i) service commencement date (hereinafter referred to as "Additional Location Commencement Date "), and (ii) required service schedule, and (iii) description of FlyAway Bus Service location. The Additional Location Commencement Date shall be no sooner than thirty (30) days from the date of Additional Location Notification Memorandum, unless otherwise mutually agreed upon by the parties: FlyAway Buses used for the provision of FlyAway Bus Service between Airport and Additional Locations shall comply with the terms herein, unless waived in writing by the Executive Director; provided however, all FlyAway Buses, including those FlyAway Buses used for the provision of FlyAway Bus Service between LAX and Additional Locations shall comply with applicable laws, rules and regulations as set forth in Sections 16 and 31, including but not limited to ADA accessibility specifications for transportation vehicles, operated by a public entity. 2.3 City's Right to Operate Services or Contract with Others. Notwithstanding Section 2.2, City reserves the right to operate or contract with an entity or entities other than Operator for FlyAway Bus Services to Additional Locations and/or bus services to and from other locations not mentioned in this Agreement. Section 3. FlyAway Bus Service Terminal Facilities. 3.1 Bus Terminals. City authorizes Operator to use facilities at Union Station Bus Terminal subject to City's ROE with Metro, attached as Exhibit O, and Van Nuys Bus Terminal (hereinafter referred to collectively as "Bus Terminals "), subject to the terms and conditions set forth herein. 3.2 Union Station Bus Terminal. Operator acknowledges the terms of use, availability and condition of facilities at Union Station Bus Terminal vary and are subject to Metro's authorization and approval. If City enters into a successor ROE agreement with Metro for use of Union Station Bus Terminal, that successor ROE agreement shall replace Exhibit O with no further action by the Board. 3.2.1. In the event one or more of the facilities covered by the ROE are relocated by Metro or otherwise become unavailable, Operator shall cooperate with City in the relocation of such FlyAway facilities. 3.3 Van Nuys Bus Terminal. City hereby grants to Operator a license to use and occupy certain space located at the Van Nuys Bus Terminal that consists of (i) bus terminal including a bus depot with six (6) bays and three (3) staging positions; (ii) 271 square feet of exclusive use office space (#8 and #20 on page 2 of Exhibit A -2); (iii) 402 square feet of non-exclusive use break room space (#14 on Page 2 of Exhibit A -2); (iv) a 99 square foot exclusive use ticketing kiosk (#14 on Page 1 of Exhibit A -2) and (v) [Up to 100] square feet of automated ticket vending machine space (Exhibit A -3), hereinafter referred to collectively as "Van Nuys Facilities ". City may, at its sole option, expand, contract, or relocate the Van Nuys Facilities at any time upon thirty (30) days written prior notice from Executive Director. 3 Operating Agreement for Van Nuys/Orange Line and Union Station FlyAway Dus Service Pacific Coast Sight Seeing Tours/ NAK/ final 4-27 -2015 3.3.1 Facility Use and Modification. In no event will Operator: (i) use any portion of Van Nuys Facilities to conduct any activity other than the FlyAwáy Bus Service; or (ii) make any alterations thereto without Executive Director's prior written approval. 3.3.2 Fees for Use of Van Nuys Facilities. As consideration for the license, Operator shall pay City the annual fees set forth in Exhibit A -4 (hereinafter referred to as "Annual License Fees "). The Annual License Fees include all charges for water, gas, heat, light power, telephone hardwiring, and any other utilities provided to the facilities described within this section. City shall deduct the Annual License Fees due from Operator's invoice to City. If City increases or decreases the size of Van Nuys Facilities, then City shall proportionally adjust Annual License Fees as of the effective date of such facility size modification. Annual fees due under this Section 3.3.2 shall be súbject to increase commencing on July 1, 2016 aìid every July 1 thereafter by an amount equal to two percent (2 %) of the Annual License Fees in effect for the prior July 1.