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HomeMy WebLinkAboutReso 32-2004RESOLUTION NO. 32-2004 CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION AUTHORIZING AN AGREEMENT BETWEEN THE PENINSULA TRAFFIC CONGESTION RELIEF ALLIANCE AND THE CITY OF SOUTH SAN FRANCISCO FOR THE MANAGEMENT OF THE SOUTH SAN F1LANCISCO SHUTI'LE PROGRAM WHEREAS, historically the City has been the lead agency in managing the South San Francisco Shuttle Program; and WHEREAS, the Peninsula Congestion Relief Alliance and the participating agencies have determined that the Shuttle Program can be efficiently operated by the Alliance; and WHEREAS, the Alliance and the City have agreed to transfer management of the Program to the Alliance and assign all contracts with the participating employers to the Alliance for continued monitoring and management; and WHEREAS, staff recommends that Council authorize an agreement between the Peninsula Congestion Relief Alliance and the City of South San Francisco to implement the transfer of management responsibilities for the South San Francisco Shuttle Program to the Alliance. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council authorizes an agreement between the Peninsula Traffic Congestion Relief Alliance and the City of South San Francisco for the management of the South San Francisco Shuttle Program. The agreement is attached hereto as Exhibit A. BE IT FURTHER RESOLVE that the City Manager is hereby authorized to execute the agreement on behalf of the City of South San Francisco. I hereby certify that the foregoing Resolution was regularly introduced and adopted by the City Council of the City of South San Francisco at a regular meeting held on the 14th day of April 2004 by the following vote: AYE S: Councilmembers Joseph A. Fernekes, Richard A. Garbarino, and Pedro Gonzalez, Vice Mayor Raymond L. Green, and Mayor Karyl Matsumoto NOES: None. ABSTAIN: None. ABSENT: None. ATTEST: (2) TERMINATION AND MODIFICATION OF AGREEMENT CONCERNING MANAGEMENT OF THE SOUTH SAN FRANCISCO SHUTTLE PROGRAM THIS AGREEMENT, dated ,2004, by and between THE PENINSULA TRAFFIC CONGESTION RELrEF ALLIANCE, a joint powers agency ("the Alliance"), and THE CITY OF SOUTH SAN FRANCISCO, a municipal corporation ("City"), is made with reference to the following facts: A. City is engaged in the operation of an employer-based shuttle bus program ("the South San Francisco Shuttle Program") for providing shuttle bus service from certain BART and Caltrain stations to shuttle stops at various locations within the East of 101 Park. B. On August 11, 1998, City entered into a certain agreement with the Multi-City TSM Agency, a joint powers agency ("MTSMA"), entitled "Agreement Concerning Management of the South San Francisco Shuttle Program" ("the Original Management Agreement"), under the terms of which MTSMA assumed primary management responsibility for operation of the South San Francisco Shuttle Program. C. The Original Management Agreement was totally amended and superseded by an "Amended and Restated Agreement Concerning Management of the South San Francisco Shuttle Program" between City and MTSMA dated May 7, 1999 ("the Restated Management Agreement"). D. The Alliance is the successor in interest to MTSMA under the Restated Management Agreement and has assumed and is currently performing all of the responsibilities of MTSMA specified therein. E. The Alliance has agreed to further assume total management control over operation of the South San Francisco Shuttle Program and to perform all of the responsibilities of City specified in the Restated Management Agreement. F. Upon assumption by the Alliance of City's responsibilities under the Restated Management Agreement, such Agreement will be terminated; however, certain provisions concerning the City's responsibility to cooperate with the Alliance in preparation of grant applications and marketing, and provisions concerning mutual indemnification will continue as hereinafter set forth. NOW, THEREFORE, it is agreed as follows: 1. On the Effective Date specified in Section 6 of this Agreement, the Alliance will assume and thereafter perform all of the duties and responsibilities of City under the Restated Management Agreement. On or before the Effective Date, City shall deliver to the Alliance all funds then held by City as Fiscal Agent under the Restated Management Agreement together with such records and documents in the possession of City pertaining to the operation of the South San Francisco Shuttle Program as may be requested by the Alliance. 2. Concurrent with the assumption of City's responsibilities under the Restated Management Agreement, City shall assign and transfer to the Alliance all of the right, title and interest of City in and to each of the following agreements and the Alliance shall accept such assignment and agree to perform all of the duties and responsibilities of City under each of these agreements: (a) The Rail Shuttle Bus Service Administration Agreement between City and the San Mateo County Transit District ("SamTrans"), dated March 31, 1999, as amended ("the SamTrans Funding Agreement"), with a consent to such assignment executed by SamTrans. (b) The Rail Shuttle Bus Administration Funding Agreement between City and the Peninsula Corridor Joint Powers Board, dated December 11, 1998, as amended ("the JPB Funding Agreement"), with a consent to such assignment executed by the Peninsula Corridor Joint Powers Board. (c) The Rail Shuttle Bus Administration Funding Agreement between City and the San Mateo County Transportation Authority, dated September 8, 2003 ("the TA Funding Agreement"), with a consent to such assignment executed by the San Mateo County Transportation Authority. (d) The Amended and Restated Consortium Agreement Between South San Francisco Shuttle Group Employers, dated August 1, 2001 ("the Consortium Agreement"). City shall give written notice of such assignment to each employer who is then a party to the Consortium Agreement and shall instruct the employers that all future payments under the Consortium Agreement shall be made payable to "Peninsula Traffic Congestion Relief Alliance" and shall be mailed or delivered to the Alliance's business address. The notice of assignment shall also contain the name, mailing address, telephone number, fax number, and e-mail address for the person designated by the Alliance as the contact person for the Consortium Agreement. (d) The Vendor Agreement between City and Parking Company of America, originally dated May 7, 1999, as extended by shuttle service extensions, the most recent extension being effective July 1, 2003 ("the Vendor Agreement"). City shall give written notice of such assignment to Parking Company of America. 3. The City hereby agrees to cooperate with the Alliance in the preparation of grant applications for continuance of funding for the South San Francisco Shuttle Program or grant funds to finance increases in the levels of service provided by the South San Francisco Shuttle Program. 4. The City hereby agrees to assist the Alliance in the marketing and promotion activities for the South San Francisco Shuttle Program, contingent upon the availability of capacity to handle any increased ridership that may result from such efforts. 1089018.1 5. The Alliance hereby agrees to indemnify, defend and hold City, and any of its Council members, officers, employees or agents, hm'mless from and against any claims, demands, causes of action, costs, expenses, or liabilities arising from or related to the performance of the Alliance's duties and responsibilities under this Agreement, the SamTrans Funding Agreement, the JPB Funding Agreement, the TA Funding Agreement, the Consortium Agreement, and the Vendor Agreement as of the date of this Agreement and from and after the Effective Date of assignment of such other Agreements by City to the Alliance. City hereby agrees to indemnify, defend and hold the Alliance, and any of its Board members officers, employees or agents, harmless from and against any claims, demands, causes of action, costs, expenses, or liabilities arising from or related to the performance by City of its duties and responsibilities under this Agreement, the SamTrans Funding Agreement, the JPB Funding Agreement, the TA Funding Agreement, the Consortium Agreement, and the Vendor Agreement as of the date of this Agreement and from and after the Effective Date of assignment of such other Agreements by City to the Alliance. 6. The Effective Date of this Agreement shall be . As of such date and upon assumption by the Alliance of the City's responsibilities under the SamTrans Funding Agreement, the JPB Funding Agreement, the TA Funding Agreement, the Consortium Agreement, and the Vendor Agreement, the Restated Management Agreement shall be terminated and have no further force or effect except with respect to the responsibilities and indemnification that survive pursuant to this Agreement. Each of the parties agrees to execute such additional instruments and documents as may be necessary to accomplish a modification and termination of the Restated Management Agreement and a complete transfer to the Alliance of all duties, obligations, and responsibilities performed by City in connection with the operation of the South San Francisco Shuttle Program. 1089018.1 'IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written. THE PENINSULA TRAFFIC CONGESTION RELIEF ALLIANCE, A joint powers agency By: Title: THE CITY OF SOUTH SAN FRANCISCO, A municipal corporation By: Title: ATTEST: City Clerk City Attorney ASSIGNMENT OF RAIL SHUTTLE BUS SERVICE ADMINISTRATION AGREEMENT (3a) The CITY OF SOUTH SAN FRANCISCO, a municipal corporation ("City"), hereby assigns and transfers to the PENINSULA TRAFFIC CONGESTION RELIEF ALLIANCE, a joint powers agency, all of City's right, title and interest in and to that certain RAIL SHUTTLE BUS SERVICE ADMINISTRATION AGREEMENT, dated March 31, 1999, as amended (the "Funding Agreement"), between City and the SAN MATEO COUNTY TRANSIT DISTRICT, a public agency, pertaining to the South San Francisco Shuttle Bus Program. This Assignment shall be effective on This Assignment may be executed in counterparts each of which may be deemed an original, but together shall be deemed a single Assignment. CITY OF SOUTH SAN FRANCISCO Dated: By: Title: ACCEPTANCE OF ASSIGNMENT The PENINSULA TRAFFIC CONGESTION RELIEF ALLIANCE, a joint powers agency, accepts the foregoing assignment of the Funding Agreement and hereby assumes and agrees to perform all of the duties and responsibilities of City thereunder. PENINSULA TRAFFIC CONGESTION RELIEF ALLIANCE Dated: By: Title: CONSENT TO ASSIGNMENT The SAN MATEO COUNTY TRANSIT DISTR~ICT consents to the foregoing assignment of the Funding Agreement to the Peninsula Traffic Congestion Relief Alliance and hereby releases and discharges the City from any further obligation or liability under the Funding Agreement from and after the effective date of this Assignment. SAN MATEO COUNTY TRANSIT DISTRICT Dated: By: Title: 1 1088428.1 ASSIGNMENT OF RAIL SHUTTLE BUS SERVICE ADMINISTRATION AGREEMENT (3b) The CITY OF SOUTH SAN FRANCISCO, a municipal corporation ("City"), hereby assigns and transfers to the PENINSULA TRAFFIC CONGESTION RELIEF ALLIANCE, a joint powers agency, all of City's right, title and interest in and to that certain RAIl. SHUTTLE BUS SERVICE ADMINISTRATION AGREEMENT, dated December 11, 1998, as amended (the "Funding Agreement"), between City and the PENINSULA CORRIDOR JOINT POWERS BOARD, a public agency, pertaining to the South San' Francisco Shuttle Bus Program. This Assignment shall be effective on . This Assignment may be executed in counterparts each of which may be deemed an original, but together shall be deemed a single Assignment. CITY OF SOUTH SAN FRANCISCO Dated: By: Title: ACCEPTANCE OF ASSIGNMENT The PENINSULA TRAFFIC CONGESTION RELIEF ALLIANCE, a joint powers agency, accepts the foregoing assignment of the Funding Agreement and hereby assumes and agrees to perform all of the duties and responsibilities of City thereunder. PENINSULA TRAFFIC CONGESTION RELIEF ALLIANCE Dated: By: Title: CONSENT TO ASSIGNMENT The PENINSULA CORRIDOR JOINT POWERS BOARD consents to the foregoing assignment of the Funding Agreement to the Peninsula Traffic Congestion Relief Alliance and hereby releases and discharges the City from any further obligation or liability under the Funding Agreement from and after the effective date of this Assignment. PENINSULA CORRIDOR JOINT POWERS BOARD Dated: By: Title: i 1088428.1 ASSIGNMENT OF RAIL SHUTTLE BUS SERVICE FUNDING AGREEMENT (3c) The CITY OF SOUTH SAN FRANCISCO, a municipal corporation ("City"), hereby assigns and transfers to the PENINSULA TRAFFIC CONGESTION RELIEF ALLIANCE, a joint powers agency, all of City's right, title and interest in and to that certain RAIL SHUTTLE BUS SERVICE FUNDING AGREEMENT, dated September 8, 2003 (the "Funding Agreement"), between City and the SAN MATEO COUNTY TRANSPORTATION AUTHORITY, a public agency, pertaining to the South San Francisco Shuttle Bus Program. This Assignment shall be effective on . This Assignment may be executed in counterparts each of which may be deemed an original, but together shall be deemed a single Assignment.. CITY OF SOUTH SAN FRANCISCO Dated: By: Title: ACCEPTANCE OF ASSIGNMENT The PENINSULA TRAFFIC CONGESTION RELIEF ALLIANCE, a joint powers agency, accepts the foregoing assignment of the Funding Agreement and hereby assumes and agrees to perform all of the duties and responsibilities of City thereunder. PENINSULA TRAFFIC CONGESTION RELIEF ALLIANCE Dated: By: Title: CONSENT TO ASSIGNMENT The SAN MATEO COUNTY TRANSPORTATION AUTHORITY consents to the foregoing assignment of the Funding Agreement to the Peninsula Traffic Congestion Relief Alliance and hereby releases and discharges the City from any further obligation or liability under the Funding Agreement from and after the effective date of this Assignment. SAN MATEO COUNTY TRANSPORTATION AUTHORITY Dated: By: Title: 1 1088428.1 (3d) ASSIGNMENT OF CONSORTIUM AGREEMENT BETWEEN SOUTH SAN FRANCISCO SHUTTLE GROUP EMPLOYERS The CITY OF SOUTH SAN FRANCISCO, a municipal corporation ("City"), hereby assigns and transfers to the PENINSULA TRAFFIC CONGESTION RELIEF ALLIANCE, a joint powers agency, all of City's right, title and interest in and to that certain AMENDED AND RESTATED CONSORTIUM AGREEMENT BETWEEN SOUTH SAN FRANCISCO SHUTTLE EMPLOYERS (the "Consortium Agreement"), dated August 1, 2001, pertaining to the South San Francisco Shuttle Bus Program. This Assignment shall be effective on This Assignment may be executed in counterparts each of which may be deemed an original, but together shall be deemed a single Assignment. CITY OF SOUTH SAN FRANCISCO Dated: By: Title: ACCEPTANCE OF ASSIGNMENT The PENINSULA TRAFFIC CONGESTION RELIEF ALLIANCE, a joint powers agency, accepts the foregoing assignment of the Consortium Agreement and hereby assumes and agrees to perform all of the duties and responsibilities of City thereunder. PENINSULA TRAFFIC CONGESTION RELIEF ALLIANCE Dated: By: Title: 1 1088428.1 (3e) ASSIGNMENT OF VENDOR AGREEMENT The CITY OF SOUTH SAN FRANCISCO, a municipal corporation ("City"), hereby assigns and transfers to the PENINSULA TRAFFIC CONGESTION RELIEF ALLIANCE, a joint powers agency, all of City's right, title and interest in and to that certain VENDOR AGREEMENT (the "Vendor Agreement"), dated May 7, 1999, as extended by shuttle service extensions, the most recent extension being effective July 1, 2003, between City and PARKING COMPANY OF AMERICA, a California corporation, pertaining to the South San Francisco Shuttle Bus Program. This Assignment shall be effective on . This Assignment may be executed in counterparts each of which may be deemed an original, but together shall be deemed a single Assignment. CITY OF SOUTH SAN FRANCISCO Dated: By: Title: ACCEPTANCE OF ASSIGNMENT The PENINSULA TRAFFIC CONGESTION RELIEF ALLIANCE, a joint powers agency, accepts the foregoing assignment of the Vendor Agreement and hereby assumes and agrees to perform all of the duties and responsibilities of City thereunder. PENINSULA TRAFFIC CONGESTION RELIEF ALLIANCE Dated: By: Title: CONSENT TO ASSIGNMENT PARKING COMPANY OF AMERICA hereby consents to the foregoing assignment of the Vendor Agreement to the Peninsula Traffic Congestion Relief Alliance and hereby releases and discharges the City from any further obligation or liability under the Vendor Agreement from and after the effective date of this Assignment. PARKING COMPANY OF AMERICA Dated: By: Title: 1 1088428. I