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C17-03PUBLIC BUS STOP AGREEMENT THIS PUBLIC BUS STOP AGREEMENT ("Agreement") entered into as of the 24th day of January 2017, ("Effective Date") is made and by and between THE YUCAIPA CALIMESA JOINT UNIFIED SCHOOL DISTRICT (the "YCJUSD'), and the CITY OF BEAUMONT ("City"), a general law city (collectively, "the Parties"). RECITALS A. The Parties desire to establish a public Bus Stop at the Mesa View Middle School, which school is located at 800 Mustang Way, in the City of Calimesa. B. It is the purpose of this Agreement to memorialize the terms and conditions pursuant to which the Parties will jointly establish a Bus Stop public for bus service access to the Mesa View Middle School. NOW THEREFORE, the YCJUSD and the City agree as follows: 1. Definitions. As used herein, the following terms shall have the meaning set forth below: i. "Bus Stop" shall mean a place along a curb or side of the road where a bus comes to a halt briefly to allow passengers to board or alight, but shall not include areas where buses may stop for transit layover/staging, characterized by lengthy stops made for purposes other than allowing passengers to board or alight. ii. "Bus Stop Zone" shall mean the length of a roadway marked or signed as available for use by a bus to load or unload passengers. iii. "Bus Stop Waiting Pad" shall mean a paved area, often an extension along a sidewalk, which is provided at a Bus Stop. 2. Term; Option to Extend. This Agreement shall commence on the Effective Date, and terminate at 5 p.m. on the third anniversary of the Effective Date subject to earlier termination as provided for herein; however, the City is hereby granted the option to extend the initial 3 -year term for up to two additional terms of 1 year each. 3. Bus Operation and Compliance. Transportation service to the Bus Stop shall be scheduled by City over routes, at the times and with the frequency determined by City, in its discretion. City shall have the right to enter the property of YCJUSD as needed to provide transportation service to the Bus Stop. City shall not assume the obligations and liabilities of YCJUSD with respect to students. City's duties and obligations to the students of shall be the same duties and obligations that it bears to its other customers and patrons. The City shall take all reasonable steps to ensure that bus operators are duly licensed and permitted by all applicable federal and state agencies to legally transport persons by bus within the State of California, and shall remain so licensed and permitted so long as those operators provide such service pursuant to this Agreement. The City shall take reasonable steps to ensure that the operation of buses comply with all applicable federal, state, and local laws and regulations. 4. Bus Stop. a. Location. The YCJUSD shall allow the City to install, at City's cost, the Bus Stop at the location shown on Exhibit A. b. General Requirements and Accessibility. The Bus Stop shall be marked to signal to the driver where to stop the bus and to the passengers, where to wait. The YCJUSD shall assure that the Bus Stop shall have adequate lighting, be in a location where passengers can safely access the waiting area, and cause minimal disruption of pedestrian and vehicular traffic. The YCJUSD shall ensure that the Bus Stop is safe and accessible to passengers with disabilities. c. Sign. A sign shall be provided by and posted by the City at the Bus Stop providing for maximum visibility to both bus drivers and potential passengers to indicate where boarding and alighting of the bus may take place. The YCJUSD shall designate the location of the sign. d. Maintenance of Bus Stop. The YCJUSD shall exercise reasonable care to maintain the premises at the Bus Stop and in the Bus Stop Zone (to the extent on YCJUSD property) in a reasonably safe condition, which includes but is not limited to, taking security precautions against reasonably foreseeable criminal acts by third parties. Additionally, the YCJUSD will be responsible for all repair and maintenance of the Bus Stop, Bus Waiting Pad, and the Bus Zone, which shall include but not be limited to ensuring adequate lighting conditions, trash collection, snow removal, and mitigation of dangerous traffic conditions. e. Bus Access. The YCJUSD hereby grants to the City the non-exclusive access to the Bus Stop and Bus Stop Zone (to the extent on YCJUSD property) provided by the YCJUSD on the Mesa View Middle School site along the route depicted on Exhibit A, attached hereto. 5. Indemnification. a. The YCJUSD shall defend, indemnify and hold harmless the City, its agents (including but not limited to any bus operated by the City), and employees from and against any and all claims, losses, damages, liability, obligations and expenses (including reasonable attorneys' fees) for injuries to any person (including the bus passengers or patrons), entity or property that result directly or indirectly from the intentional or negligent acts or omissions of the YCJUSD, its officers, employees, agents subcontractors, or any other person acting for or with the permission of the YCJUSD taken as provided in this Agreement, committed in connection with providing the maintenance, use, access or operation of the Bus Stop. b. The City shall defend, indemnify and hold harmless the YCJUSD, its agents, and employees from and against any and all claims, losses, damages, liability, obligations and expenses (including reasonable attorneys' fees) for injuries to any person, entity or property that result directly from the intentional or negligent acts or 2 omissions of its employees and agents taken as provided in this Agreement committed in connection with providing bus service to or from the Bus Stop. c. The indemnification obligations of the parties under this Agreement shall survive the termination or expiration of this Agreement. 6. Insurance. a. The City shall obtain and maintain throughout the term of this Agreement one or more policy(ies) for general liability, which policy(ies) shall name "THE YUCAIPA CALIMESA JOINT UNIFIED SCHOOL DISTRICT" as an additional insured, shall have a minimum aggregate coverage of not less than ten million dollars ($10,000,000) covering claims arising under this Agreement, and shall state that the insurance shall be primary, not excess or contributory, as to insurance carried by THE YUCAIPA CALIMESA JOINT UNIFIED SCHOOL DISTRICT, except as provided to the contrary in paragraph 6(b). The City retains the right to self -insure for general liability insurance at its sole option and will provide a letter of self-insurance, if it elects to self -insure in lieu of a certificate of insurance. b. The YCJUSD shall maintain general liability insurance of not less than ten million dollars ($10,000,000) covering claims arising under this Agreement, and provide a certificate of insurance demonstrating that the City has been named as an additional insured on its insurance policy; and the YCJUSD shall maintain and provide proof of such insurance to the City at all times during the term of this Agreement. The YCJUSD's insurance shall be primary, not excess or contributory, as to any insurance carried by the City, with regards to occurrences relating to the Bus Stop, Bus Stop Waiting Pad, Bus Stop Zone or with relating to the students of YCJUSD. 7. Notices. Any notice, request, or other communication to either Party by the other as provided for in this Agreement shall be given in writing, and sent by: (a) hand - delivery, (b) first class United States mail, return receipt requested, or (c) overnight delivery service, and shall be deemed given upon actual receipt by the addressee. Notice may also be given by facsimile or e-mail, provided the original is sent by any manner as described above in this Section. Notices shall be addressed as follows: If to the City of Beaumont: Attention: City Manager with a copy to Transit Director Telephone: 951-769-8520 Facsimile: 951-769-8526 E-mail: tparton@beaumontcares.com euibbsLy beaumontcares.com If to the YCJUSD: Attention: Business Services Telephone: 909-797-0174 Facsimile: 909-790-6103 K3 E-mail: george_velarde@ycjusd.us Either Party may change the recipient or address for receiving notices upon written notice to the other party. 8. Termination for Convenience. Upon written 30 -day notice, either Party may, at its option and in its sole discretion, terminate this Agreement for whatever reasons it chooses without such termination constituting breach or default. Such termination shall be effective 60 days after written notice is received by either Party or at the time specified in the termination notice. In connection with the termination or impending termination of this Agreement, the YCJUSD shall, regardless of the reason for termination, take all actions reasonably necessary to mitigate costs and take all actions reasonably requested by the City to assist in the termination or transition of responsibilities under this Agreement. 9. Independent Contractor. Neither Party is an agent, representative, or employee of the other Party, but rather is an independent contractor. Neither Party has the authority to make representations, commitments, or obligations on behalf of the other Party. Each Party shall maintain California state law required workers' compensation and disability insurance, unemployment insurance, and pay employment and withholding taxes for its members and/or employees as mandated by federal and local law. The YCJUSD and its members are not employees of the City, and shall not be entitled to participate in or receive any benefits or rights under any employee benefit or welfare plan as a result of the YCJUSD entering into this Agreement. The City, its employees, and/or independent contractors shall not hold themselves out as nor claim to be an officer, partner, joint venture, employee, or agent of the YCJUSD by reason of this Agreement or the Parties' course of dealings or conduct. Nothing in this Agreement, or in any agreement between and its independent contractors, including third -party bus companies providing services described herein, shall be construed to create a partnership, joint venture, employer- employee, or principal -agent relationship, or any other relationship of similar nature between the YCJUSD and the City. 10. Governing Law, Jurisdiction and Venue. a. The Agreement shall be governed by and construed in accordance with the laws of the State of California with regard to its conflict of laws principles. b. In the event of any dispute between the parties to this Agreement related to this Agreement or the breach thereof, the Parties shall meet and confer in good faith to resolve their differences. If the Parties cannot resolve their dispute within thirty (30) days of their initial meeting, then this Agreement shall be automatically terminated effective as of the thirtieth day. The City shall have 30 days thereafter to remove the Bus Stop signage and YCJUSD shall provide reasonable cooperation to City in doing so. c. In the event of any dispute between the parties to this Agreement related to this Agreement or the breach thereof, the prevailing party in any litigation or 4 arbitration shall be entitled to recover its reasonable attorney's fees, costs and expert witness fees. 11. Entire Agreement. This Agreement, including all documents incorporated therein by reference, constitutes the entire agreement of the Parties. No oral statements or other writings may be used to_ supplement, modify, or otherwise affect the provisions of the Agreement. No other terms and conditions, or changes or modifications to the Agreement shall be binding upon the YCJUSD or the City unless mutually agreed to in writing executed by an authorized representative of YCJUSD and the City. 12. Authority. The parties executing this agreement represent have been duly authorized and have the authority to execute this Agreement as provided below. IN WITNESS WHEREOF, the Parties have executed this Agreement to be effective as of the day and year first written above. YUCAIPA CALIMESA JOINT UNIFIED SCHOOleMSTRICT_ Cali Binks, M CITY OF BEAUMONT By Ll d Wh' a or s