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2400 - Los Angeles County Metropolitan Transportation Authority - Metro TAP Pass Seller Agreement® Metro Los Angeles County Metropolitan Transportation Authority TAP© Government Seller Agreement This TAP Seller Agreement ("Agreement") regarding the selling and loading to TAP cards of transit fare products is made and entered into as of May 19 , 2022 ("Effective Date") by and between the Los Angeles County Metropolitan Transportation Authority, a California county transportation authority existing under the authority of §§ 130050.2 et seq. of the California Public Utilities Code ("LACMTA"), and City of Rosemead, a Municipality (the "Seller"), referred to herein individually as a "Party" or collectively as the "Parties". Recitals This Agreement is made and entered into with respect to the following facts: A. The TAP® program ("TAP") is a regional smart -card program developed as a cooperative effort amongst participating public transit operators ("TAP Participants") in Los Angeles County providing for the electronic payment of inter- and intra -agency fares via the use of TAP devices on such TAP Participants' universal fare system (UFS) fareboxes, driver control unit light validators (DCU/LVs), bus mobile validators (BMVs) and other fare validators installed on TAP Participants' transit fleet (e.g., bus, rail, among other transit vehicles); B. LACMTA manages the daily operations of TAP (including system configuration, testing, customer service, financial settlement, and operational oversight). As between the Parties, any (i) application that resides on the TAP card; and (ii) software and data stored on the TAP cards or devices that are used for all transit automatic fare collection purposes (including the loading of stored value or passes, the collection of fares, and the validation of the fare products issued on behalf of the TAP Participants) is owned by LACMTA and its third -party contractor. C. Public transit patrons that ride LACMTA transit or TAP Participants' transit may pay the transit fare using a TAP card that is loaded with TAP Stored Value or EZ® Transit Pass products ("TAP Fare Products"), or TAP Participant -specific fare products (for example, but not limited to, Metro 30 -day pass, Foothill 30 -day pass, Santa Clarita Day Pass) ("TAP Participant Fare Products"). The TAP Fare Products or TAP Participant Fare Products may sometimes be referred to individually or collectively in this Agreement as the "Fare Products". D. Public transit patrons who have a TAP account may also load funds into their TAP accounts (such transaction may be referred to hereinafter as a "TAP Account Deposit"), which funds may be used to purchase Fare Products or other multi -modal program products. Rev. 08/2021 TAP® Government Agency Seller Agreement E. Seller is a Government Agency who desires to have the capacity to sell Fare Products to customers or assist customers with a TAP Account Deposit through use of a regional point of sale device; and LACMTA desires the same, pursuant to the terms and conditions set forth in this Agreement; and F. Concurrently herewith, LACMTA and Seller are entering into that certain TAP® RPOS License Agreement dated of even date herewith (the "RPOS License Agreement") and attached hereto as Exhibit A, by which LACMTA is licensing to Seller one or more regional point of sale device(s) ("RPOS"), for use in selling Fare Products or loading funds on to a customer's TAP account. NOW, THEREFORE, in consideration of the above Recitals, and the agreements, representations, warranties, covenants, and conditions contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, LACMTA and Seller, intending to be legally bound hereby, agree as follows: 1. TERM. a. The "Term" of this Agreement shall commence on the Effective Date and continue on a month to month basis, and shall terminate upon the occurrence of any of the following: Thirty (30) days after written notice from a Party that such Party intends to terminate this Agreement, without cause; ii. LACMTA's exercise of its right to immediately terminate the Agreement pursuant to Section 4.c. of this Agreement; b. The bankruptcy or insolvency of Seller or the commencement of proceedings of any kind by or against Seller under the Federal Bankruptcy Act or under any other insolvency, bankruptcy or reorganization act; and i. In the event of the transfer or sale of Seller's business with or without prior written notice to LACMTA, this Agreement shall automatically terminate, unless LACMTA provides written notice electing otherwise. c. In the event of termination of this Agreement, (i) the RPOS License Agreement is also deemed terminate; (ii) within fifteen (15) days following the termination date, any unused TAP brochures/materials provided to Seller shall be returned to LACMTA, and Seller shall return the RPOS device(s) to LACMTA (see address in Section l Lc below) or shall contact LACMTA at tpvna Wtogo.net or 213.922.6363 to arrange to have the RPOS device(s) removed by LACMTA or its designated agent; and (iii) Seller or Seller's successors or assigns shall remain responsible for remitting to LACMTA all outstanding TAP Net Proceeds, any outstanding payment for TAP cards, and any other amounts that are due and owing to LACMTA, no later than thirty (30) calendar days following the termination date. Rev. 08/2021 TAP® Government Agency Seller Agreement 2. SELLER RESPONSIBILITIES. a. Seller shall sell Fare Products and/or add funds to a customer's TAP account (such latter transaction may be referred to hereinafter as a "TAP Account Deposit") through use of a RPOS at the location(s) listed in Exhibit B attached hereto, and at such other locations as may be requested by Seller from time to time, subject to LACMTA's prior written approval (the "Seller Location(s)"). Furthermore Seller shall only operate the RPOS device(s) at the approved Seller Locations; any change of location in the use of any RPOS device must be coordinated with LACMTA and shall require LACMTA's prior written approval. b. Seller shall sell TAP cards and Fare Products at rates established by LACMTA (and/or the applicable TAP Participant) as programmed in the RPOS, and shall not deviate therefrom. In the event Seller fails to perform according to this covenant, LACMTA shall have the absolute right to immediately terminate this Agreement, and Section l .b. would apply. The rates for the Fare Products may be updated from time to time by LACMTA and/or the applicable TAP Participant, each in its sole discretion, in which event the new applicable rates shall be automatically programmed in the RPOS. In the event any Fare Product rates are to be modified, LACMTA shall provide Seller with advance written notice of such change(s) no later than thirty (30) days prior to the effective date of such change(s). c. Seller shall maintain all printed material, time schedules, folders, circulars and bulletins supplied by LACMTA and/or its agents and shall, to the best of its ability, furnish to the public complete and accurate information in accordance therewith and shall conform to all instructions and rules which may be issued by LACMTA or its agents in connection with the Fare Products. d. At Seller's sole cost and expense, Seller shall display and make available for distribution to customers at the Seller Location(s), TAP brochures or information regarding Fare Products provided by LACMTA; furthermore, from time to time, LACMTA and/or other TAP Participants may provide TAP or TAP Participant promotional or advertising materials, which Seller may display and make available for distribution to customers at the Seller Location(s). e. Seller shall use LACMTA and TAP trademarks and logos in accordance with LACMTA graphic design guidelines on all forms of signs and display materials which mention LACMTA and/or TAP, and shall obtain prior approval from LACMTA and/or its representatives on all such materials before posting or displaying. f. Seller shall furnish a statement of financial responsibility when requested by LACMTA under any plan which LACMTA may arrange or approve. g. Seller acknowledges and agrees that (i) no provision of this Agreement shall be construed to require LACMTA or the TAP Participants to continue to operate any bus service to or from Seller's Location(s) and any other destination during the Term, and (ii) LACMTA and the TAP Participants shall incur no liability to Seller by reason of any rerouting, rescheduling, discontinuance or other changes in bus or other transit services operated by LACMTA or the TAP Participants. Rev. 08/2021 3 TAP® Government Agency Seller Agreement It. Seller shall be responsible for managing its TAP card inventory's "distribute by" date as follows: i. TAP card's "distribute by" date sold by Seller to customers shall never be less than the TAP "distribute by" date of eight (8) years from the date of sale; ii. In the event TAP cards within Seller's inventory reach their minimum "distribute by" date of 8 years, Seller shall notify LACMTA using the contact information provided in Section l l.c. of this Agreement, and LACMTA will coordinate an exchange of such cards for new cards with a later expiration date, at no fee to Seller; iii. No TAP card stock shall be provided to customers with less than the 8 year "distribute by" date remaining on the card; iv. All TAP cards sold and distributed to customers must be loaded with a Fare Product. SALES COMMISSION (IF ANP). a. Seller acknowledges and agrees that as a public transit operator, it desires to sell transit fares as a public service, which it deems to be a benefit to itself since the ability to sell transit fares serves its customers and the transit riding public. Therefore, Seller does not expect to earn any sales commissions from the sale of Fare Products (unless otherwise set forth herein). b. To the extent the Parties have previously agreed to any sales commission for the sale of applicable Fare Products ("Seller Commission"), such commission will be shown on the Positions Report (defined below), and is subject to the terms and conditions set forth in this Section 3.b as follows: Commission rates may change from time to time, as determined by LACMTA or other TAP Participants, and approved by LACMTA in its sole discretion. LACMTA shall provide written notice to Seller of such changes no later than thirty (30) days prior to the effective date of the change. ii. Seller may terminate the Agreement by written notice no later than 10 days prior to the effective date of the rate change. iii. Seller must sell Fare Products to members of the public in order to earn the Seller Commission. iv. The Seller Commission (if any) is earned on Fare Products at the full faze rate, regardless of whether a Fare Product is sold to a qualifying public transit patron who purchases the Fare Product at a reduced fare or discounted rate. Rev. 08/2021 TAP® Government Agency Seller Agreement v. The Seller Commission shall be deducted from the TAP Sales Revenues as described in Section 4.a below. c. Seller shall contact the authorized representative of LACMTA for determination in all matters related to refunds or adjustments of TAP card sales and Fare Product loads. 4. REMITTANCE OF TAP NET PROCEEDS. a. The sales proceeds from all sale transactions of Fare Products and funds collected from all TAP Account Deposits that occurred during the prior calendar month period (collectively, the "TAP Sales Revenues"), plus the per card fee for any card deliveries occurring during such period, less the applicable Seller Commission (if any) earned by Seller for such period (the net balance of such sums shall be referred to hereafter as the "TAP Net Proceeds") shall be fully remitted by Seller to LACMTA in accordance with the following: i. Monthly Invoicing: ii. Upon the completion of an executed purchase order (PO), iii. LACMTA shall prepare and provide a monthly invoice of TAP Net Proceeds, payable after 30 days from creation, for TAP Sales Revenues occurring during the prior calendar month period, plus the per card fee for any card deliveries occurring during such calendar month period, less the applicable Seller's Commission (defined below, if applicable) earned by Seller for such period (for this "Monthly Invoicing" payment method, the "TAP Net Proceeds" shall refer to the net balance of these amounts). iv. Seller acknowledges and agrees: (i) it is Seller's responsibility to collect from customers, the exact amount owed from a customer that is shown on the RPOS for a customer's transaction (be it the purchase of any TAP cards or Fare Products or the deposit of funds into a TAP Account) prior to completion of a sales transaction; and (ii) the amount used for the calculation of the TAP Sales Revenues in the monthly calculation of the TAP Net Proceeds is determined based on the amount shown in the RPOS at the time of a sales transaction, and any failure of Seller to collect the correct amount is Seller's sole responsibility and shall not modify or affect the calculation of the TAP Sales Revenues for purposes of determining the TAP Net Proceeds for Monthly Invoicing. 5. RPOS CONNECTION. LACMTA shall provide at least six (6) months' prior written notice to Licensee before instituting any charges to Licensee for any cellular data used in connection with the RPOS device. Wi-Fi setup in connection with use of the RPOS shall be handled on a case by case basis in coordination with LACMTA. 6. TRUSTEE -BENEFICIARY RELATIONSHIP. Rev. 08/2021 TAP® Government Agency Seller Agreement a. The relationship between Seller and LACMTA is that of a trustee and beneficiary, and not that of a debtor and creditor. All TAP cards and TAP Net Proceeds collected by Seller on behalf of LACMTA are the property of LACMTA. b. Seller shall hold in trust for LACMTA, and for the benefit of TAP Participants as third party beneficiaries, all fare media products, including, without limitation, TAP cards or other items supplied by LACMTA to Seller for use or sale. Seller shall keep the TAP Net Proceeds and any funds collected for the account of LACMTA, and for the benefit of Participants as third parry beneficiaries, in trust, and shall remit the TAP Net Proceeds as provided in Section 4. C. Seller shall be responsible for (i) all TAP cards and Fare Products, (ii) all other items for sale delivered to Seller by LACMTA, and (iii) all funds collected by Seller under this Agreement, including but not limited to, the funds from TAP Account Deposit transactions and funds collected for the benefit of applicable TAP Participants, and will compensate, indemnify and save harmless LACMTA and the TAP Participants from any loss of the items described in this Section 6.c(i) through Section 6.c(iii), whether occasioned by theft, forgery or any other cause; any and all loss of any such items, either physically and electronically, shall be calculated based on the value thereof. 7. INDEPENDENT CONTRACTOR. Seller's relationship with LACMTA will be that of an independent contractor, and nothing in this Agreement will be construed to create a partnership, joint venture, co -ownership, principal and agent, or employer-employee relationship. Seller is not the agent of LACMTA and is not authorized to make any representation, contract, or commitment on behalf of LACMTA. 8. LACMTA AUDIVREVIEW RIGHTS. Upon seventy two (72) hours notice, Seller shall permit the authorized representative of LACMTA, during reasonable hours, to examine and audit TAP cards and RPOS sales records, and other property provided by LACMTA to Seller, including TAP Sales Revenues on hand, and to inspect and audit all records and accounts pertaining to the business of LACMTA and the TAP System. As a Government Seller, at Seller's reasonable discretion, Seller may use the RPOS off site from the Seller Location(s) to sell Fare Products to customers or assist customers with a TAP Account Deposit, provided that Seller shall remain responsible for the RPOS pursuant to the terms and conditions of this Agreement and the RPOS License Agreement. Consistent with the terms and conditions of the RPOS License Agreement, the RPOS geolocation capabilities shall remain enabled at all times, enabling LACMTA to track the RPOS location at all times. 9. BREACH/REMEDY. Unless otherwise provided in this Agreement, in the event Seller breaches of any of the terms and conditions set forth in this Agreement and fails to cure the breach within the cure period set forth in LACMTA's written notice thereof, then in addition to any other right and remedy LACMTA may have, LACMTA may terminate this Agreement. Seller hereby agrees to pay any and all collection costs, court costs and reasonable attorneys' fees that may be incurred in the collection of any outstanding payments owing from Seller to LACMTA and/or legal enforcement of payment obligations. Rev. 08/2021 TAP® Government Agency Seller Agreement 10. INSURANCE. a. Seller shall, at his own expense, procure and maintain in effect during the term hereof, public liability insurance with limits of not less than $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, the general aggregate limit shall be twice the required occurrence limit. Products/Completed Operations aggregate shall apply separately to this contract/agreement or the aggregate limit shall be twice the required per occurrence limit. b. LACMTA shall be provided a Certificate of Insurance naming the LACMTA its subsidiaries, officials and employees as additional insureds under the insurance products required pursuant to this Section 10. LACMTA shall be given thirty (30) days' notice of the termination of such insurance. Such insurance shall protect and indemnify both Seller, LACMTA from any liability arising out of the occupancy and use of the Seller Location(s) by Seller. Seller may satisfy its insurance requirements set forth in this Section 10 by providing evidence, to the reasonable satisfaction of LACMTA, that Seller is legally self-insured. Seller agrees that any program of self-insurance shall protect the interests of LACMTA to the same extent as those interests would have been protected had commercial insurance policies conforming to the requirements of this Article 10 been in effect. 11. MISCELLANEOUS. a. Governing Law, Jurisdiction, and Venue. This Agreement shall be governed by, interpreted under, and construed and enforced in accordance with the laws of the State of California applicable to agreements made and to be performed wholly within the State of California. Seller agrees and consents to the exclusive jurisdiction of the courts of the State of California for all purposes regarding this Agreement and further agrees and consents that venue of any action brought hereunder shall be exclusively in the County of Los Angeles. b. Attorney's Fees. Should any Party institute any action or proceeding to enforce or interpret this Agreement or any provision hereof, for damages by reason of any alleged breach of this Agreement, or for a declaration of rights hereunder, the prevailing Party in any such action or proceeding shall be entitled to receive from the other Party all costs and expenses, including reasonable attorneys' and other fees, incurred by the prevailing Party in connection with such action or proceeding. The term "attorneys' and other fees" means and includes attorneys' fees, accountants' fees, and any and all other similar fees incurred in connection with the action or proceeding and preparations therefore. The term "action or proceeding" means and includes actions, proceedings, suits, arbitrations, appeals and other similar proceedings. c. Notice. Any notice required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been delivered, if hand delivered or deposited with a reputable overnight courier (such as Federal Express, UPS, DHL, or similar courier), postage prepaid, return receipt required, or three (3) business days after deposit into U. S. Mail, certified or registered, postage prepaid and return receipt requested, and shall be addressed as follows, unless otherwise notified in writing of change of address: Rev. 08/2021 7 TAP® Government Agency Seller Agreement If to Seller: City of Rosemead 8838 E. Valley Blvd. Rosemead, CA 91770 [Attention]: Araceli Galindo Telephone: 626-569-2123 Email: agalindo@cityofrosemead.org Facsimile: N/A If to LACMTA: Los Angeles County Metropolitan Transportation Authority One Gateway Plaza, Mail Stop 99-04-03 Los Angeles, CA 90012 ATTN: TAP Vendor Support Team Telephone: (213) 922-6363 Email: tpv@taptogo.net Facsimile: (213) 9224036 d. Time of Essence. Time is of the essence of this Agreement and each and every term and provision hereof. e. No Assignment. Seller shall not assign this Agreement, or any part thereof, without the prior written approval of LACMTA, and any assignment without said consent shall be void and unenforceable. f. Successors and Assigns. This Agreement shall inure solely to the benefit of, and be binding upon, the Parties hereto and their respective successors and assigns (Participant's assigns, as approved by pursuant to Section 1 Le of this Agreement). g. Entire Agreement. This Agreement supersedes all prior agreements between the Parties with respect to its subject matter and constitutes (along with the RPOS License Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. Any oral representations or modifications concerning this Agreement shall be of no force or effect. h. Modification. No modification of this Agreement shall be effective unless made in writing and signed by each respective Parry's authorized representatives. i. Further Assurances. Subject to agreement by the Parties of the terms thereof, the Parties each agrees to execute any and all other documents and to take any further actions reasonably necessary to consummate the transactions reasonably contemplated hereby. j. Remedies. The obligations and duties of the Parties hereunder, including their representations, warranties, covenants and agreements, may be enforced by any and all available remedies, including without limitation, specific performance, injunction, damages and declaratory relief. k. Several Liability. The Parties acknowledge and agree that this Agreement is not an agreement pursuant to or subject to Government Code Section 895 et seq., and that (a) Seller shall Rev. 08/2021 8 TAP® Government Agency Seller Agreement have liability hereunder only for those obligations of the Seller in this Agreement and shall have no liability with respect to LACMTA's responsibilities in this Agreement and (b) LACMTA shall have liability hereunder only for the obligations of LACMTA, and shall have no liability with respect to Seller's obligations in this Agreement. 1. Non -waiver of Rights. Unless otherwise specifically provided for in this Agreement, no failure or delay of a Party in the exercise of any right given to such Party hereunder shall constitute a waiver thereof, nor shall any single or partial exercise of any right preclude other or further exercise (therefore or of any other right). The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver of that provision, nor prevent that Party thereafter from subsequently enforcing that provision or any other provision of this Agreement. No waiver of any provision of this Agreement will be valid unless in writing and signed by the Party against whom such waiver is sought to be enforced. in. Construction. Headings at the beginning of each paragraph or subparagraph are solely for the convenience of the Parties and not a part of this Agreement. Except as otherwise provided in this Agreement, all exhibits referred to herein are attached hereto and are incorporated herein by this reference. Any reference to a Section herein includes all subsections thereof. This Agreement shall not be construed as if it had been prepared by only one Party, but rather as if all Parties had prepared the same. n. Severability. If any provision of this Agreement shall be declared by any court of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be deemed severed from this Agreement, and the remaining parts hereof shall remain in full force and effect, as fully as though such invalid, illegal or unenforceable provision had never been part of this Agreement. o. Duplicate Originals; Counterparts. This Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement. Handwritten signatures to this Agreement transmitted by telecopy or electronic transmission (for example, through use of a Portable Document Format or "PDF" file) shall be valid and effective to bind the Party so signing. [Signatures on Next Page] Rev. 08/2021 9 TAP® Government Agency Seller Agreement IN WITNESS WHEREOF, the Parries have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date: SELLER: LACMTA: City of Rosemead, a Municipality LOS ANGELES COUNTY B METROPOLITAN TRANSPORTATION Name: Thomas Bodsl •ne AUTHORITY, a California county Title: Parks and Recreation Director transportation authority existing under the Authority of § § 130050.2 et seq. of the California Public Uti� Code By: _ Name: Title: L-A Executive Officer, TAP APPROVED AS TO FORM: Dawyn R. Harrison Acting County Counsel Rev. 08/2021 10 TAP® Government Agency Seller Agreement Exhibit A TAPO RPOS LICENSE AGREEMENT This TAP® RPOS License Agreement ("RPOS Agreement") is made and entered into as of May 19, 2022 ("Effective Date") by and between City of Rosemead, a Municipality ("Licensee"), and the Los Angeles County Metropolitan Transportation Authority, a California county transportation authority existing under the authority of §§ 130050.2 et seq. of the California Public Utilities Code ("LACMTA"), each sometimes referred to individually as "Party" and collectively as the "Parties". 1.71L411117.\i 41 A. Licensee and LACMTA have entered into that certain TAP® Government Seller Agreement dated of even date herewith, whereby Licensee has agreed to sell TAP cards and associated Fare Products, or load value on to a TAP customer's TAP account in accordance with the terms and conditions therein (the "TAP Government Seller Agreement"). B. All capitalized terms used but not otherwise defined in this RPOS Agreement shall have the meaning defined in the TAP Government Seller Agreement. C. In order to sell the TAP cards or add cash to a customer's TAP account, Licensee must use a regional point of sale device supplied by LACMTA, which device is loaded with software capable of printing TAP card sales reports and transaction history. The regional point of sale device consists of and is defined hereunder to include all hardware, software, program documentation and any program updates supplied by LACMTA necessary to load the TAP cards with stored value and Fare Products or effectuate a TAP Account Deposit (collectively, "RPOS"). D. LACMTA desires to license the RPOS to Licensee and'Licensee desires to license the RPOS from LACMTA on the terms and conditions contained in this RPOS Agreement. NOW, THEREFORE, in consideration of the above Recitals, the agreements between the Parties in the TAP Government Seller Agreement, and the agreements, covenants, and conditions contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, LACMTA and Licensee, intending to be legally bound hereby, agree as follows: AGREEMENT: 1. GRANT OF LICENSE. Subject to the terms and conditions contained herein, LACMTA hereby grants to Licensee and Licensee hereby accepts a non-exclusive, non -transferable, revocable license (the "License") to use the RPOS provided by LACMTA for the sole purpose of selling TAP cards with stored value and Fare Products or effectuating TAP Account Deposits in accordance with the TAP Government Seller Agreement. Licensee shall not use the RPOS for any purpose not specified in this RPOS Agreement or the TAP Government Seller Agreement. Rev. 08/2021 TAPC RPOS LICENSE AGREEMENT 2. TERM. The License shall commence on the day Licensee receives the RPOS from LACMTA and shall continue until the earlier of either: (i) thirty (30) days after written notice from a Party that such Party is electing to terminate this RPOS Agreement, with or without cause; or (ii) upon termination of the TAP Government Seller Agreement pursuant to the terms of such agreement, in which event this RPOS Agreement shall concurrently be deemed terminated. 3. USE. Licensee agrees that Licensee will use the RPOS solely for loading TAP cards with stored value and Fare Products or effectuating a TAP Account Deposit transaction; that the RPOS will not be subjected to unnecessarily rough usage, that it will be used in accordance with its design, and that its use will conform with the terms of the TAP Government Seller Agreement and this RPOS Agreement. Licensee agrees not to allow the use of the RPOS for illegal purposes. 4. PROHIBITED ACTIVITIES. Licensee shall not: a. Copy, reproduce, tamper or otherwise modify the RPOS or any associated software; b. Sell, license, sublicense, disclose, distribute or otherwise transfer the RPOS, in whole or in part, or any associated software to any third party; c. Remove or modify any program markings or any notice of LACMTA's proprietary rights; d. Make the programs or materials resulting from the RPOS available in any manner to any third party for use by a third party's business operations; e. Modify, alter or change the RPOS, in whole or in part (including, but not limited to, not disabling the RPOS geolocation capabilities), or attempt to decode, reverse engineer or disassemble the RPOS and associated software; or f. Disclose results of any program benchmark tests without LACMTA's prior written consent. 5. LOSS/DAMAGE/REPLACEMENT. Licensee shall keep the RPOS in good repair and operating condition, and shall not handle the RPOS in violation of the terms of this RPOS Agreement. If the RPOS is damaged (ordinary wear and tear excepted), lost or stolen, Licensee shall pay a minimum replacement fee of five hundred dollars ($500.00) or more, as determined by LACMTA (fee based on current market replacement cost for RPOS and other administrative costs). 6. NO IMPLIED WARRANTY. LACMTA makes no representations or warranties that the RPOS will perform as indicated or that the RPOS will be suitable for the purposes for which it is permitted to be used under this RPOS Agreement. LACMTA does not guarantee that the RPOS will perform error -free or uninterrupted or that LACMTA will correct all program errors. The implied warranties of merchantability and of fitness for a particular purpose are expressly waived. 7. TITLE/NO ENCUMBRANCE. LACMTA shall, at all times, retain all title to, ownership and intellectual property rights that it may own in and to the RPOS. No title to the RPOS is Rev. 08/2021 TAPC RPOS LICENSE AGREEMENT transferred hereunder to Licensee. Licensee shall not permit any claim, levy, lien or legal process to be issued against the RPOS. 8. INSPECTION/AUDIT BY LACMTA. Licensee hereby grants LACMTA, or its agent, the right at any time to perform inspections or audits of the RPOS to ensure Licensee's use of the RPOS complies with the terms of this RPOS Agreement. Such inspections or audits shall be conducted during normal business hours. Licensee shall cooperate with LACMTA in any audit, and shall provide LACMTA with all records reasonably related to Licensee's use of the RPOS. 9. SURRENDER OF RPOS. Licensee agrees that on termination of this RPOS Agreement or at the request of LACMTA for surrender of the RPOS, Licensee shall have no rights to use the RPOS, and at such time, (a) LACMTA may disable the RPOS to prevent Licensee from continued use of the RPOS and (b) within fifteen (15) days following the termination or LACMTA request for surrender of the RPOS, Licensee shall return the RPOS to LACMTA (see address in Section 13.c below) or shall contact LACMTA at tnv@A!Iptogo.net or 213.922.6363 to arrange to have the RPOS removed by LACMTA or its designated agent. 10. INDEMNIFICATION. Licensee shall indemnify, defend (with counsel acceptable to LACMTA) and hold harmless LACMTA and its subsidiaries and their respective officers, agents, employees, and directors (collectively, "LACMTA Parties") hammless from and against any liability and expenses, including without limitation, defense costs, any costs or liability on account of bodily injury, death or personal injury of any person or for damage to or loss of risk of property, any legal fees and any claims for damages of any nature whatsoever arising out of Licensee's actions pursuant to this RPOS Agreement and use of the RPOS, except as caused by LACTMA's gross negligence. LACMTA shall, under no circumstance, be liable for special, incidental, exemplary or consequential damages suffered by Licensee, including, but not limited to loss of projects, anticipated revenue, interest, loss of use or other such claims arising from any causes whatsoever, whether or not such loss or damage is based on contract, warranty, tort (including negligence), indemnity or otherwise. 11. BREACH. In the event Licensee breaches the terms of this RPOS Agreement and fails to correct the breach within thirty (30) days after LACMTA provides written notice, in addition to any other right and remedy the LACMTA may have, LACMTA may terminate this RPOS Agreement. 12. NO ASSIGNMENT. Licensee may not assign this RPOS Agreement or give or transfer the RPOS, in whole or in part, to another individual or entity. 13. MISCELLANEOUS. a. Governing Law, Jurisdiction, and Venue. This RPOS Agreement shall be governed by, interpreted under, and construed and enforced in accordance with the laws of the State of California applicable to agreements made and to be performed wholly within the State of California. Licensee agrees and consents to the exclusive jurisdiction of the courts of the State of California for all purposes regarding this Agreement and further agrees and consents that venue of any action brought hereunder shall be exclusively in the County of Los Angeles. Rev. 08/2021 TAP® RPOS LICENSE AGREEMENT b. Attorney's Fees. Should any Party institute any action or proceeding to enforce or interpret this RPOS Agreement or any provision hereof, for damages by reason of any alleged breach of this RPOS Agreement, or for a declaration of rights hereunder, the prevailing Party in any such action or proceeding shall be entitled to receive from the other Party all costs and expenses, including reasonable attorneys' and other fees, incurred by the prevailing Party in connection with such action or proceeding. The term "attorneys' and other fees" means and includes attorneys' fees, accountants' fees, and any and all other similar fees incurred in connection with the action or proceeding and preparations therefore. The term "action or proceeding" means and includes actions, proceedings, suits, arbitrations, appeals and other similar proceedings. c. Notice. Any notice required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been delivered, if hand delivered or deposited with a reputable overnight courier (such as Federal Express, UPS, DHL, or similar courier), postage prepaid, return receipt required, or three (3) business days after deposit into U. S. Mail, certified or registered, postage prepaid and return receipt requested, and shall be addressed as follows, unless otherwise notified in writing of change of address: If to Licensee: City of Rosemead 8838 E. Valley Blvd. Rosemead, CA 91770 [Attention]: Araceli Galindo Telephone: 626-569-2123 Email: agalindo@cityofrosemead.org Facsimile: N/A If to LACMTA: Los Angeles County Metropolitan Transportation Authority One Gateway Plaza, Mail Stop 99-04-03 Los Angeles, CA 90012 ATTN: TAP Vendor Support Team d. Entire Aereement. Except for the TAP Government Seller Agreement, this RPOS Agreement supersedes all prior agreements between the Parties with respect to its subject matter and, along with the TAP Government Seller Agreement, constitutes a complete and exclusive statement of the terms of the agreement between the Parties with respect to its subject matter. Any oral representations or modifications concerning this RPOS Agreement shall be of no force or effect. e. Modification. This RPOS Agreement shall not be amended, except in writing signed by each respective Party's authorized representatives. f Severability. If any provision of this RPOS Agreement shall be declared by any court of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be deemed severed from this RPOS Agreement, and the remaining parts hereof shall remain in full Rev. 08/2021 TAP© RPOS LICENSE AGREEMENT force and effect, as fully as though such invalid, illegal or unenforceable provision had never been part of this RPOS Agreement. g. Remedies. The obligations and duties of the Parties hereunder may be enforced by any and all available remedies, including without limitation, specific performance, injunction, damages and declaratory relief. h. Duplicate Originals; Counterparts. This RPOS Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement. Handwritten signatures to this RPOS Agreement transmitted by telecopy or electronic transmission (for example, through use of a Portable Document Format or "PDF" file) shall be valid and effective to bind the Party so signing. [Signatures on Next Page] Rev. 08/2021 TAP® RPOS LICENSE AGREEMENT IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date: LACMTA: LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY, a California county transportation authority existing under the Authority of §§ 130050.2 et seq. of the California Public Utilities Code papmini - 11• APPROVED AS TO FORM: Dawyn R. Harrison Acting C qty Cou By: ' LICENSEE: City of Rosemead-, a Municipality By: Name: Thomas Boecki Title: Parks and Recre tion Director By: Name: Rev. 08/2021 TAP® RPOS LICENSE AGREEMENT Exhibit B SELLER LOCATION(S) Rosemead Community Recreation Center 3936 Muscatel Ave Rosemead, CA 91770 Garvey Community Center 9108 Garvey Ave Rosemead, CA 91770 Rev. 08/2021 TAP® Participant Seller Agreement Exhibit B Metro RECEIVED AUG 012022 Los Angeles County Metropolitan Transportation Authority FINANCE TAP© Government Seller Agreement This TAP Seller Agreement ("Agreement") regarding the selling and loading to TAP cards of transit fare products is made and entered into as of M_aY119 , 2022 ("Effective Date") by and between the Los Angeles County Metropolitan Transportation Authority, a California county transportation authority existing under the authority of § § 130050.2 et seq. of the California Public Utilities Code ("LACMTA"), and City of Rosemead, a Municipality (the "Seller"), referred to herein individually as a "Party" or collectively as the "Parties". Recitals This Agreement is made and entered into with respect to the following facts: A. The TAP® program ("TAP") is a regional smart -card program developed as a cooperative effort amongst participating public transit operators ("TAP Participants") in Los Angeles County providing for the electronic payment of inter- and intra -agency fares via the use of TAP devices on such TAP Participants' universal fare system (UFS) fareboxes, driver control unit light validators (DCU/LVs), bus mobile validators (BMVs) and other fare validators installed on TAP Participants' transit fleet (e.g., bus, rail, among other transit vehicles); B. LACMTA manages the daily operations of TAP (including system configuration, testing, customer service, financial settlement, and operational oversight). As between the Parties, any (i) application that resides on the TAP card; and (ii) software and data stored on the TAP cards or devices that are used for all transit automatic fare collection purposes (including the loading of stored value or passes, the collection of fares, and the validation of the fare products issued on behalf of the TAP Participants) is owned by LACMTA and its third party contractor. C. Public transit patrons that ride LACMTA transit or TAP Participants' transit may pay the transit fare using a TAP card that is loaded with TAP Stored Value or EZ® Transit Pass products ("TAP Fare Products"), or TAP Participant -specific fare products (for example, but not limited to, Metro 30 -day pass, Foothill 30 -day pass, Santa Clarita Day Pass) ("TAP Participant Fare Products"). The TAP Fare Products or TAP Participant Fare Products may sometimes be referred to individually or collectively in this Agreement as the "Fare Products". D. Public transit patrons who have a TAP account may also load funds into their TAP accounts (such transaction may be referred to hereinafter as a "TAP Account Deposit"), which funds may be used to purchase Fare Products or other multi -modal program products. Rev. 08/2021 TAP® Government Agency Seller Agreement E. Seller is a Government Agency who desires to have the capacity to sell Fare Products to customers or assist customers with a TAP Account Deposit through use of a regional point of sale device; and LACMTA desires the same, pursuant to the terms and conditions set forth in this Agreement; and F. Concurrently herewith, LACMTA and Seller are entering into that certain TAP® RPOS License Agreement dated of even date herewith (the "RPOS License Agreement") and attached hereto as Exhibit A, by which LACMTA is licensing to Seller one or more regional point of sale device(s) ("RPOS"), for use in selling Fare Products or loading funds on to a customer's TAP account. NOW, THEREFORE, in consideration of the above Recitals, and the agreements, , representations, warranties, covenants, and conditions contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, LACMTA and Seller, intending to be legally bound hereby, agree as follows: 1. TERM. a. The "Term" of this Agreement shall commence on the Effective Date and continue on a month to month basis, and shall terminate upon the occurrence of any of the following: Thirty (30) days after written notice from a Party that such Party intends to terminate this Agreement, without cause; ii. LACMTA's exercise of its right to immediately terminate the Agreement pursuant to Section 4.c. of this Agreement; b. The bankruptcy or insolvency of Seller or the commencement of proceedings of any kind by or against Seller under the Federal Bankruptcy Act or under any other insolvency, bankruptcy or reorganization act; and i. In the event of the transfer or sale of Seller's business with or without prior written notice to LACMTA, this Agreement shall automatically terminate, unless LACMTA provides written notice electing otherwise. c. In the event of termination of this Agreement, (i) the RPOS License Agreement is also deemed terminate; (ii) within fifteen (15) days following the termination date, any unused TAP brochures/materials provided to Seller shall be returned to LACMTA, and Seller shall return the RPOS device(s) to LACMTA (see address in Section l Lc below) or shall contact LACMTA at tpv( taptog_o.net or 213.922.6363 to arrange to have the RPOS device(s) removed by LACMTA or its designated agent; and (iii) Seller or Seller's successors or assigns shall remain responsible for remitting to LACMTA all outstanding TAP Net Proceeds, any outstanding payment for TAP cards, and any other amounts that are due and owing to LACMTA, no later than thirty (3 0) calendar days following the termination date. Rev. 08/2021 2 TAP® Government Agency Seller Agreement 2. SELLER RESPONSIBILITIES. a. Seller shall sell Fare Products and/or add funds to a customer's TAP account (such latter transaction may be referred to hereinafter as a "TAP Account Deposit") through use of a RPOS at the location(s) listed in Exhibit B attached hereto, and at such other locations as may be requested by Seller from time to time, subject to LACMTA's prior written approval (the "Seller Location(s)"). Furthermore Seller shall only operate the RPOS device(s) at the approved Seller Locations; any change of location in the use of any RPOS device must be coordinated with LACMTA and shall require LACMTA's prior written approval. b. Seller shall sell TAP cards and Fare Products at rates established by LACMTA (and/or the applicable TAP Participant) as programmed in the RPOS, and shall not deviate therefrom. In the event Seller fails to perform according to this covenant, LACMTA shall have the absolute right to immediately terminate this Agreement, and Section l.b. would apply. The rates for the Fare Products may be updated from time to time by LACMTA and/or the applicable TAP Participant, each in its sole discretion, in which event the new applicable rates shall be automatically programmed in the RPOS. In the event any Fare Product rates are to be modified, LACMTA shall provide Seller with advance written notice of such change(s) no later than thirty (30) days prior to the effective date of such change(s). c. Seller shall maintain all printed material, time schedules, folders, circulars and bulletins supplied by LACMTA and/or its agents and shall, to the best of its ability, ftmiish to the public complete and accurate information in accordance therewith and shall conform to all instructions and rules which may be issued by LACMTA or its agents in connection with the Fare Products. d. At Seller's sole cost and expense, Seller shall display and make available for distribution to customers at the Seller Location(s), TAP brochures or information regarding Fare Products provided by LACMTA; furthermore, from time to time, LACMTA and/or other TAP Participants may provide TAP or TAP Participant promotional or advertising materials, which Seller may display and make available for distribution to customers at the Seller Location(s). e. Seller shall use LACMTA and TAP trademarks and logos in accordance with LACMTA graphic design guidelines on all forms of signs and display materials which mention LACMTA and/or TAP, and shall obtain prior approval from LACMTA and/or its representatives on all such materials before posting or displaying. f. Seller shall furnish a statement of financial responsibility when requested by LACMTA under any plan which LACMTA may arrange or approve. g. Seller acknowledges and agrees that (i) no provision of this Agreement shall be construed to require LACMTA or the TAP Participants to continue to operate any, bus service to or from Seller's Location(s) and any other destination during the Term, and (ii) LACMTA and the TAP Participants shall incur no liability to, Seller by reason of any rerouting, rescheduling, discontinuance or other changes in bus or other transit services operated by LACMTA or the TAP Participants. Rev. 08/2021 TAP® Government Agency Seller Agreement h. Seller shall be responsible for managing its TAP card inventory's "distribute by" date as follows: i. TAP card's "distribute by" date sold by Seller to customers shall never be less than the TAP "distribute by" date of eight (8) years from the date of sale; ii. In the event TAP cards within Seller's inventory reach their minimum "distribute by" date of 8 years, Seller shall notify LACMTA using the contact information provided in Section l l.c. of this Agreement, and LACMTA will coordinate an exchange of such cards for new cards with a later expiration date, at no fee to Seller; iii. No TAP card stock shall be provided to customers with less than the 8 year "distribute by" date remaining on the card; iv. All TAP cards sold and distributed to customers must be loaded with a Fare Product. 3. SALES COMMISSION (IF AN)D. a. Seller acknowledges and agrees that as a public transit operator, it desires to sell transit fares as a public service, which it deems to be a benefit to itself since the ability to sell transit fares serves its customers and the transit riding public. Therefore, Seller does not expect to earn any sales commissions from the sale of Fare Products (unless otherwise set forth herein). b. To the extent the Parties have previously agreed to any sales commission for the sale of applicable Fare Products ("Seller Commission"), such commission will be shown on the Positions Report (defined below), and is subject to the terms and conditions set forth in this Section 3.b as follows: i. Commission rates may change from time to time, as determined by LACMTA or other TAP Participants, and approved by LACMTA in its sole discretion. LACMTA shall provide written notice to Seller of such changes no later than thirty (30) days prior to the effective date of the change. ii. Seller may terminate the Agreement by written notice no later than 10 days prior to the effective date of the rate change. iii. Seller must sell Fare Products to members of the public in order to earn the Seller Commission. iv. The Seller Commission (if any) is earned on Fare Products at the full fare rate, regardless of whether a Fare Product is sold to a qualifying public transit patron who purchases the Fare Product at a reduced fare or discounted rate. Rev. 08/2021 4 TAP® Government Agency Seller Agreement v. The Seller Commission shall be deducted from the TAP Sales Revenues as described in Section 4.a below. c. Seller shall contact the authorized representative of LACMTA for determination in all matters related to refunds or adjustments of TAP card sales and Fare Product loads. 4. REMITTANCE OF TAP NET PROCEEDS. a. The sales proceeds from all sale transactions of Fare Products and funds collected from all TAP Account Deposits that occurred during the prior calendar month period (collectively, the "TAP Sales Revenues"), plus the per card fee for any card deliveries occurring during such period, less the applicable Seller Commission (if any) earned by Seller for such period (the net balance of such sums shall be referred to hereafter as the "TAP Net Proceeds") shall be fully remitted by Seller to LACMTA in accordance with the following: i. Monthly Invoicing: ii. Upon the completion of an executed purchase order (PO), iii. LACMTA shall prepare and provide a monthly invoice of TAP Net Proceeds, payable after 30 days from creation, for TAP Sales Revenues occurring during the prior calendar month period, plus the per card fee for any card deliveries occurring during such calendar month period, less the applicable Seller's Commission (defined below, if applicable) earned by Seller for such period (for this "Monthly Invoicing" payment method, the "TAP Net Proceeds" shall refer to the net balance of these amounts). iv. Seller acknowledges and agrees: (i) it is Seller's responsibility to collect from customers, the exact amount owed from a customer that is shown on the RPOS for a customer's transaction (be it the purchase of any TAP cards or Fare Products or the deposit of funds into a TAP Account) prior to completion of a sales transaction; and (ii) the amount used for the calculation of the TAP Sales Revenues in the monthly calculation of the TAP Net Proceeds is determined based on the amount shown in. the RPOS at the time of a sales transaction, and any failure of Seller to collect the correct amount is Seller's sole responsibility and shall not modify or affect the calculation of the TAP Sales Revenues for purposes of determining the TAP Net Proceeds for Monthly Invoicing. 5. RPOS CONNECTION. LACMTA shall provide at least six (6) months' prior written notice to Licensee before instituting any charges to Licensee for any cellular data used in connection with the RPOS device. Wi-Fi setup in connection with use of the RPOS shall be handled on a case by case basis in coordination with LACMTA. 6. TRUSTEE -BENEFICIARY RELATIONSHIP. Rev. 08/2021 TAP® Government Agency Seller Agreement a. The relationship between Seller and LACMTA is that of a trustee and beneficiary, and not that of a debtor and creditor. All TAP cards and TAP Net Proceeds collected by Seller on behalf of LACMTA are the property of LACMTA. b. Seller shall hold in trust for LACMTA, and for the benefit of TAP Participants as third party beneficiaries, all fare media products, including, without limitation, TAP cards or other items supplied by LACMTA to Seller for use or sale. Seller shall keep the TAP Net Proceeds and any funds collected for the account of LACMTA, and for the benefit of Participants as third party beneficiaries, in trust, and shall remit the TAP Net Proceeds as provided in Section 4. C. Seller shall be responsible for (i) all TAP cards and Fare Products, (ii) all other items for sale delivered to Seller by LACMTA, and (iii) all funds collected by Seller under this Agreement, including but not limited to, the funds from TAP Account Deposit transactions and funds collected for the benefit of applicable TAP Participants, and will compensate, indemnify and save harmless LACMTA and the TAP Participants from any loss of the items described in this Section 6.c(i) through Section 6.c(iii), whether occasioned by theft, forgery or any other cause; any and all loss of any such items, either physically and electronically, shall be calculated based on the value thereof. 7. INDEPENDENT CONTRACTOR. Seller's relationship with LACMTA will be that of an independent contractor, and nothing in this Agreement will be construed to create a partnership, joint venture, co -ownership, principal and agent, or employer-employee relationship. Seller is not the agent of LACMTA and is not authorized to make any representation, contract, or commitment on behalf of LACMTA. 8. LACMTA AUDIT/REVIEW RIGHTS. Upon seventy two (72) hours notice, Seller shall permit the authorized representative of LACMTA, during reasonable hours, to examine and audit TAP cards and RPOS sales records, and other property provided by LACMTA to Seller, including TAP Sales Revenues on hand, and to inspect and audit all records and accounts pertaining to the business of LACMTA and the TAP System. As a Government Seller, at Seller's reasonable discretion, Seller may use the RPOS off site from the Seller Location(s) to sell Fare Products to customers or assist customers with a TAP Account Deposit, provided that Seller shall remain responsible for the RPOS pursuant to the terms and conditions of this Agreement and the RPOS License Agreement. Consistent with the terms and conditions of the RPOS License Agreement, the RPOS geolocation capabilities shall remain enabled at all times, enabling LACMTA to track the RPOS location at all times. 9. BREACH/REMEDY. Unless otherwise provided in this Agreement, in the event Seller breaches of any of the terms and conditions set forth in this Agreement and fails to cure the breach within the cure period set forth in LACMTA's written notice thereof, then in addition to any other right and remedy LACMTA may have, LACMTA may terminate this Agreement. Seller hereby agrees to pay any and all collection costs, court costs and reasonable attorneys' fees that may be incurred in the collection of any outstanding payments owing from Seller to LACMTA and/or legal enforcement of payment obligations. Rev. 08/2021 6 TAP® Government Agency Seller Agreement 10. INSURANCE. a. Seller shall, at his own expense, procure and maintain in effect during the term hereof, public liability insurance with limits of not less than $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, the general aggregate limit shall be twice the required occurrence limit. Products/Completed Operations aggregate shall apply separately to this contract/agreement or the aggregate limit shall be twice the required per occurrence limit. b. LACMTA shall be provided a Certificate of Insurance naming the LACMTA its subsidiaries, officials and employees as additional insureds under the insurance products required pursuant to this Section 10. LACMTA shall be given thirty (30) days' notice of the termination of such insurance. Such insurance shall protect and indemnify both Seller, LACMTA from any liability arising out of the occupancy and use of the Seller Location(s) by Seller. Seller may satisfy its insurance requirements set forth in this Section 10 by providing evidence, to the reasonable satisfaction of LACMTA, that Seller is legally self-insured. Seller agrees that any program of self-insurance shall protect the interests of LACMTA to the same extent as those interests would have been protected had commercial insurance policies conforming to the requirements of this Article 10 been in effect. 11. MISCELLANEOUS. a. Governing Law, Jurisdiction, and Venue. This Agreement shall be governed by, interpreted under, and construed and enforced in accordance with the laws of the State of California applicable to agreements made and to be performed wholly within the State of California. Seller agrees and consents to the exclusive jurisdiction of the courts of the State of California for all purposes regarding this Agreement and further agrees and consents that venue of any action brought hereunder shall be exclusively in the County of Los Angeles. b. Attorney's Fees. Should any Party institute any action or proceeding to enforce or interpret this Agreement or any provision hereof, for damages by reason of any alleged breach of this Agreement, or for a declaration of rights hereunder, the prevailing Party in any such action or proceeding shall be entitled to receive from the other Party all costs and expenses, including reasonable attorneys' and other fees, incurred by the prevailing Party in connection with such action or proceeding. The term "attorneys' and other fees" means and includes attorneys' fees, accountants' fees, and any and all other similar fees incurred in connection with the action or proceeding and preparations therefore. The term "action or proceeding" means and includes actions, proceedings, suits, arbitrations, appeals and other similar proceedings. c. Notice. Any notice required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been delivered, if hand delivered or deposited with a reputable overnight courier (such as Federal Express, UPS, DHL, or similar courier), postage prepaid, return receipt required, or three (3) business days after deposit into U. S. Mail, certified or registered, postage prepaid and return receipt requested, and shall be addressed as follows, unless otherwise notified in writing of change of address: Rev. 08/2021 TAP® Government Agency Seller Agreement If to Seller: City of Rosemead 8838 E. Valley Blvd. Rosemead, CA 91770 [Attention]: Araceli Galindo Telephone: 626-569-2123 Email: agalindo@cityofrosemead.org Facsimile: N/A If to LACMTA: Los Angeles County Metropolitan Transportation Authority One Gateway Plaza, Mail Stop 99-04-03 Los Angeles, CA 90012 ATTN: TAP Vendor Support Team Telephone: (213) 922-6363 Email: tvvgtaptogo.net Facsimile: (213) 922-4036 d. Time of Essence. Time is of the essence of this Agreement and each and every term and provision hereof. e. No Assignment. Seller shall not assign this Agreement, or any part thereof, without the prior written approval of LACMTA, and any assignment without said consent shall be void and unenforceable. f. Successors and Assigns. This Agreement shall inure solely to the benefit of, and be binding upon, the Parties hereto and their respective successors and assigns (Participant's assigns, as approved by pursuant to Section 1 Le of this Agreement). g. Entire Agreement. This Agreement supersedes all prior agreements between the Parties with respect to its subject matter and constitutes (along with the RPOS License Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. Any oral representations or modifications concerning this Agreement shall be of no force or effect. h. Modification. No modification of this Agreement shall be effective unless made in writing and signed by each respective Parry's authorized representatives. i. Further Assurances. Subject to agreement by the Parties of the terms thereof, the Parties each agrees to execute any and all other documents and to take any further actions reasonably necessary to consummate the transactions reasonably contemplated hereby. j. Remedies. The obligations and duties of the Parties hereunder, including their representations, warranties, covenants and agreements, may be enforced by any and all available remedies, including without limitation, specific performance, injunction, damages and declaratory relief. k. Several Liability. The Parties acknowledge and agree that this Agreement is not an agreement pursuant to or subject to Government Code Section 895 et seq., and that (a) Seller shall Rev. 08/2021 TAP® Government Agency Seller Agreement have liability hereunder only for those obligations of the Seller in this Agreement and shall have no liability with respect to LACMTA's responsibilities in this Agreement and (b) LACMTA shall have liability hereunder only for the obligations of LACMTA, and shall have no liability with respect to Seller's obligations in this Agreement. 1. Non -waiver of Rights. Unless otherwise specifically provided for in this Agreement, no failure or delay of a Parry in the exercise of any right given to such Parry hereunder shall constitute a waiver thereof, nor shall any single or partial exercise of any right preclude other or further exercise (therefore or of any other right). The failure of either. Party to enforce any provision of this Agreement shall not be construed as a waiver of that provision, nor prevent that Parry thereafter from subsequently enforcing that provision or any other provision of this Agreement. No waiver of any provision of this Agreement will be valid unless in writing and signed by the Party against whom such waiver is sought to be enforced. M. Construction. Headings at the beginning of each paragraph or subparagraph are solely for the convenience of the Parties and not a part of this Agreement. Except as otherwise provided in this Agreement, all exhibits referred to herein are attached hereto and are incorporated herein by this reference. Any reference to a Section herein includes all subsections thereof. This Agreement shall not be construed as if it had been prepared by only one Party, but rather as if all Parties had prepared the same. n. Severability. If any provision of this Agreement shall be declared by any court of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be deemed severed from this Agreement, and the remaining parts hereof shall remain in full force and effect, as fully as though such invalid, illegal or unenforceable provision had never been part of this Agreement. o. Duplicate Originals, Counterparts. This Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement. Handwritten signatures to this Agreement transmitted by telecopy or electronic transmission (for example, through use of a Portable Document Format or "PDF" file) shall be valid and effective to bind the Party so signing. [Signatures on Next Page] Rev. 08/2021 TAP® Government Agency Seller Agreement IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date: SELLER: City of Rosemead, a Municipality By: Name:1 omas Boe cin Title: Parks and Recreation Director By: _ Name: Title: Rev. 08/2021 10 TAP® Government Agency Seller Agreement LACMTA: LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY, a California county transportation authority existing under the Authority of §§ 130050.2 et seq. of the Cal' rnia Public UtilLX-ode By: N e: David utt Title: Executive Officer, TAP APPROVED AS TO FORM: Dawyn R. Harrison Acting County Counsel Exhibit A TAP© RPOS LICENSE AGREEMENT This TAP® RPOS License Agreement ("RPOS Agreement") is made and entered into as of May 19, 2022 ("Effective Date") by and between City of Rosemead, a Municipality ("Licensee"), and the Los Angeles County Metropolitan Transportation Authority, a California county transportation authority existing under the authority of §§ 130050.2 et seq. of the California Public Utilities Code ("LACMTA"), each sometimes referred to individually as "Party" and collectively as the "Parties". RECITALS: A. Licensee and LACMTA have entered into that certain TAP® Government Seller Agreement dated of even date herewith, whereby Licensee has agreed to sell TAP cards and associated Fare Products, or load value on to a TAP customer's TAP account in accordance with the terms and conditions therein (the "TAP Government Seller Agreement"). B. All capitalized terms used but not otherwise defined in this RPOS Agreement shall have the meaning defined in the TAP Government Seller Agreement. C. In order to sell the TAP cards or add cash to a customer's TAP account, Licensee must use a regional point of sale device supplied by LACMTA, which device is loaded with software capable of printing TAP card sales reports and transaction history. The regional point of sale device consists of and is defined hereunder to include all hardware, software, program documentation and any program updates supplied by LACMTA necessary to load the TAP cards with stored value and Fare Products or effectuate a TAP Account Deposit (collectively, "RPOS"). D. LACMTA desires to license the RPOS to Licensee and Licensee desires to license the RPOS from LACMTA on the terms and conditions contained in this RPOS Agreement. NOW, THEREFORE, in consideration of the above Recitals, the agreements between the Parties in the TAP Government Seller Agreement, and the agreements, covenants, and conditions contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, LACMTA and Licensee, intending to be legally bound hereby, agree as follows: AGREEMENT: 1. GRANT OF LICENSE. Subject to the terms and conditions contained herein, LACMTA hereby grants to Licensee and Licensee hereby accepts a non-exclusive, non -transferable, revocable license (the "License") to use the RPOS provided by LACMTA for the sole purpose of selling TAP cards with stored value and Fare Products or effectuating TAP Account Deposits in accordance with the TAP Government Seller Agreement. Licensee shall not use the RPOS for any purpose not specified in this RPOS Agreement or the TAP Government Seller Agreement. Rev. 08/2021 TAP© RPOS LICENSE AGREEMENT 2. TERM. The License shall commence on the day Licensee receives the RPOS from LACMTA and shall continue until the earlier of either: (i) thirty (30) days after written notice from a Party that such Parry is electing to terminate this RPOS Agreement, with or without cause; or (ii) upon termination of the TAP Government Seller Agreement pursuant to the terms of such agreement, in which event this RPOS Agreement shall concurrently be deemed terminated. 3. USE. Licensee agrees that Licensee will use the RPOS solely for loading TAP cards with stored value and Fare Products or effectuating a TAP Account Deposit transaction; that the RPOS will not be subjected to unnecessarily rough usage, that it will be used in accordance with its design, and that its use will conform with the terms of the TAP Government Seller Agreement and this RPOS Agreement. Licensee agrees not to allow the use of the RPOS for illegal purposes. 4. PROHIBITED ACTIVITIES. Licensee shall not: a. Copy, reproduce, tamper or otherwise modify the RPOS or any associated software; b. Sell, license, sublicense, disclose, distribute or otherwise transfer the RPOS, in whole or in part, or any associated software to any third party; c. Remove or modify any program markings or any notice of LACMTA's proprietary rights; d. Make the programs or materials resulting from the RPOS available in any manner to any third party for use by a third parry's business operations; e. Modify, alter or change the RPOS, in whole or in part (including, but not limited to, not disabling the RPOS geolocation capabilities), or attempt to decode, reverse engineer or disassemble the RPOS and associated software; or f. Disclose results of any program benchmark tests without LACMTA's prior written consent. 5. LOSS/DAMAGE/REPLACEMENT. Licensee shall keep the RPOS in good repair and operating condition, and shall not handle the RPOS in violation of the terms of this RPOS Agreement. If the RPOS is damaged (ordinary wear and tear excepted), lost or stolen, Licensee shall pay a minimum replacement fee of five hundred dollars ($500.00) or more, as determined by LACMTA (fee based on current market replacement cost for RPOS and other administrative costs). 6. NO IMPLIED WARRANTY. LACMTA makes no representations or warranties that the RPOS will perform as indicated or that the RPOS will be suitable for the purposes for which it is permitted to be used under this RPOS Agreement. LACMTA does not guarantee that the RPOS will perform error -free or uninterrupted or that LACMTA will correct all program errors. The implied warranties of merchantability and of fitness for a particular purpose are expressly waived. 7. TITLE/NO ENCUMBRANCE. LACMTA shall, at all times, retain all title to, ownership and intellectual property rights that it may own in and to the RPOS. No title to the RPOS is Rev. 08/2021 TAPO RPOS LICENSE AGREEMENT 2 transferred hereunder to Licensee. Licensee shall not permit any claim, levy, lien or legal process to be issued against the RPOS. 8. INSPECTION/AUDIT BY LACMTA. Licensee hereby grants LACMTA, or its agent, the right at any time to perform inspections or audits of the RPOS to ensure Licensee's use of the RPOS complies with the terms of this RPOS Agreement. Such inspections or audits shall be conducted during normal business hours. Licensee shall cooperate with LACMTA in any audit, and shall provide LACMTA with all records reasonably related to Licensee's use of the RPOS. 9. SURRENDER OF RPOS. Licensee agrees that on termination of this RPOS Agreement or at the request of LACMTA for surrender of the RPOS, Licensee shall have no rights to use the RPOS, and at such time, (a) LACMTA may disable the RPOS to prevent Licensee from continued use of the RPOS and (b) within fifteen (15) days following the termination or LACMTA request for surrender of the RPOS, Licensee shall return the RPOS to LACMTA (see address in Section 13.c below) or shall contact LACMTA at Vv@tVtogo.net or 213.922.6363 to arrange to have the RPOS removed by LACMTA or its designated agent. 10. INDEMNIFICATION. Licensee shall indemnify, defend (with counsel acceptable to LACMTA) and hold harmless LACMTA and its subsidiaries and their respective officers, agents, employees, and directors (collectively, "LACMTA Parties") harmless from and against any liability and expenses, including without limitation, defense costs, any costs or liability on account of bodily injury, death or personal injury of any person or for damage to or loss of risk of property, any legal fees and any claims for damages of any nature whatsoever arising out of Licensee's actions pursuant to this RPOS Agreement and use of the RPOS, except as caused by LACTMA's gross negligence. LACMTA shall, under no circumstance, be liable for special, incidental, exemplary or consequential damages suffered by Licensee, including, but not limited to loss of projects, anticipated revenue, interest, loss of use or other such claims arising from any causes whatsoever, whether or not such loss or damage is based on contract, warranty, tort (including negligence), indemnity or otherwise. 11. BREACH. In the event Licensee breaches the terms of this RPOS Agreement and fails to correct the breach within thirty (3 0) days after LACMTA provides written notice, in addition to any other right and remedy the LACMTA may have, LACMTA may terminate this RPOS Agreement. 12. NO ASSIGNMENT. Licensee may not assign this RPOS Agreement or give or transfer the RPOS, in whole or in part, to another individual or entity. 13. MISCELLANEOUS. a. Governing Law, Jurisdiction, and Venue. This RPOS Agreement shall be governed by, interpreted under, and construed and enforced in accordance with the laws of the State of California applicable to agreements made and to be performed wholly within the State of California. Licensee agrees and consents to the exclusive jurisdiction of the courts of the State of California for all purposes regarding this Agreement and further agrees and consents that venue of any action brought hereunder shall be exclusively in the County of Los Angeles. Rev. 08/2021 TAP© RPOS LICENSE AGREEMENT b. Attorney's Fees. Should any Party institute any action or proceeding to enforce or interpret this RPOS Agreement or any provision hereof, for damages by reason of any alleged breach of this RPOS Agreement, or for a declaration of rights hereunder, the prevailing Party in any such action or proceeding shall be entitled to receive from the other Party all costs and expenses, including reasonable attorneys' and other fees, incurred by the prevailing Party in connection with such action or proceeding. The term "attorneys' and other fees" means and includes attorneys' fees, accountants' fees, and any and all other similar fees incurred in connection with the action or proceeding and preparations therefore. The term "action or proceeding" means and includes actions, proceedings, suits, arbitrations, appeals and other similar proceedings. c. Notice. Any notice required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been delivered, if hand delivered or deposited with a reputable overnight courier (such as Federal Express, UPS, DHL, or similar courier), postage prepaid, return receipt required, or three (3) business days after deposit into U. S. Mail, certified or registered,. postage prepaid and return receipt requested, and shall be addressed as follows, unless otherwise notified in writing of change of address: If to Licensee: City of Rosemead 8838 E. Valley Blvd. Rosemead, CA 91770 [Attention]: Araceli Galindo Telephone: 626-569-2123 Email: agalindo@cityofrosemead.org Facsimile: N/A If to LACMTA: Los Angeles County Metropolitan Transportation Authority One Gateway Plaza, Mail Stop 99-04-03 Los Angeles, CA 90012 ATTN: TAP Vendor Support Team d. Entire Agreement. Except for the TAP Government Seller Agreement, this RPOS Agreement supersedes all prior agreements between the Parties with respect to its subject matter and, along with the TAP Government Seller Agreement, constitutes a complete and exclusive statement of the terms of the agreement between the Parties with respect to its subject matter. Any oral representations or modifications concerning this RPOS Agreement shall be of no force or effect. e. Modification. This RPOS Agreement shall not be amended, except in writing signed by each respective Party's authorized representatives. f. Severability. If any provision of this RPOS Agreement shall be declared by any court of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be deemed severed from this RPOS Agreement, and the remaining parts hereof shall remain in full Rev. 08/2021 TAP© RPOS LICENSE AGREEMENT force and effect, as fully as though such invalid, illegal or unenforceable provision had never been part of this RPOS Agreement. g. Remedies. The obligations and duties of the Parties hereunder may be enforced by any and all available remedies, including without limitation, specific performance, injunction, damages and declaratory relief. h. Duplicate Originals; Counterparts. This RPOS Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement. Handwritten signatures to this RPOS Agreement transmitted by telecopy or electronic transmission (for example, through use of a Portable Document Format or "PDF" file) shall be valid and effective to bind the Party so signing. [Signatures on Next Page] Rev. 08/2021 TAP© RPOS LICENSE AGREEMENT IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date: LACMTA: LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY, a California county transportation authority existing under the Authority of §§ 130050.2 et seq. of the California Public Utilities Code By: _ 'L, � �'- --., Name: David S on Title: Executive Officer, TAP APPROVED AS TO FORM: Dawyn R. Harrison Acting Co un Co By: LICENSEE: City of Rosemead , a Municipality By: ` Name: T limas Boec Title: Parks and Recreation Director By: Name: Title: Rev. 08/2021 TAP© RPOS LICENSE AGREEMENT Exhibit B SELLER LOCATIONS) Rosemead Community Recreation Center 3936 Muscatel Ave Rosemead, CA 91770 Garvey Community Center 9108 Garvey Ave Rosemead, CA 91770 Rev, 08/2021 TAP® Participant Seller Agreement Exhibit B Metro Los Angeles County Metropolitan Transportation Authority Metro Pass Seller Agreement This Metro Pass Seller Agreement (the "Agreement") is between the Los Angeles County Metropolitan Transportation Authority (LACMTA) AND City of Rosemead ("City") Location(s): Rosemead Community Center, 3939 Muscatel, Rosemead, CA. 91770 The Garvey Community Center, 9108 Garvey Avenue, Rosemead, CA. 91770 In consideration of the services to be rendered by City and the compensation to be paid therefore by LACMTA, the parties agree as follows: 1. A. City shall sell Metro paper passes (the "Metro Passes"), Metro paper stamps to be applied to the Metro Passes (the "Stamps"), Transit Access Pass ("TAP") Cards and associated products for LACMTA at the location(s) listed above and at any other locations that may be agreed upon by the parties in writing and causes to be displayed at the City's expense on the premises such advertising matter as may be supplied by LACMTA, as long as such advertising matter does not conflict with the business interest of City. B. City understands and agrees that the loading and or sale of the TAP Card will require City to use a compact point of sales device ("CPOS") supplied by LACMTA to City. To receive the CPOS, City shall execute the TAP CPOS License and Services Agreement attached hereto as Exhibit A. If the CPOS is damaged, lost or stolen, City shall pay a replacement fee of $3,267 or more as determined by LACMTA (fee based on current market replacement cost for CPOS and other administrative costs). City shall distribute LACMTA and TAP brochures and promotional materials, to LACMTA customers at the location listed above and any other locations that may be agreed upon by the parties in writing, as long as such brochures and promotional materials do not conflict with the business interests of City. Metro Pass Seller Agreement Page 2 2. City shall properly file and maintain all printed material, time schedules, folders, circulars and bulletins supplied by LACMTA and/or its agents and shall, to the best of its ability, furnish to the public complete and accurate information in accordance therewith and shall conform to all instructions and rules which may be issued by LACMTA and/or its agents. 3. City shall use LACMTA and TAP trademarks and logos in accordance with LACMTA graphic design guidelines on all forms of signs and display materials which mention LACMTA and/or TAP and to obtain prior approval from LACMTA and/or its representatives on all such materials before posting or displaying. 4. City may purchase any Metro pass/stamp or TAP cards from LACMTA at face value, for resale at a discounted price. 5. The relationship between City and LACMTA is not that of debtor and creditor, but trustee and beneficiary. All funds collected for the account of LACMTA and all funds derived from the sale of Metro Passes, Stamps, TAP Cards and associated products are the property of LACMTA. 6. City shall hold in trust for LACMTA any Metro fare media products, including, without limitation, Metro Passes, Stamps, TAP Cards, CPOS or other items supplied by LACMTA to City for use or sale. City shall keep proceeds of sales and any funds collected for account of LACMTA in trust, and shall remit the proceeds as provided in paragraph eight. City shall notify the TAP Service Center at 1-866-TAP-TO-GO immediately if the CPOS is found to be defective. 7. City shall mail to LACMTA completed report of Metro pass sales at the end of each pass sales period and return to LACMTA all unsold passes/stamps, except for TAP Cards, by the 15th day of each month. LACMTA will credit City for all returned passes/stamps at face value. Upon completion of accounting for actual sales in each month, LACMTA will invoice City for actual sales at face value per pass/stamp or product sold on TAP Cards. Invoices will be payable 30 days after receipt. 8. A. Failure to timely remit Metro Passes and Stamps sales reports and proceeds shall constitute a material breach of this Agreement and shall be grounds for immediate termination of this Agreement. LACMTA may, at its option, suspend distribution of Metro Passes and Stamps to City pending a 2 Metro Pass Seller Agreement Page 3 credit review of City by LACMTA and/or its designated agents, if City fails to timely remit Metro Passes and Stamps sales reports and proceeds. B. Additional TAP Card stock will not be delivered and CPOS TAP Card loading capabilities will be disabled until City has remitted to LACMTA all sales proceeds for the prior week's TAP Card and product sales. Upon request by LACMTA, City shall return all TAP card stock and CPOS device(s). Failure to timely remit TAP Card and associated product sales proceeds shall constitute a material breach of this Agreement and shall be grounds for immediate termination of this Agreement. If City fails at any time to timely remit TAP Card sales proceeds, LACMTA may, at its option, suspend City distribution of TAP Cards and City CPOS loading capabilities pending a credit review of City by LACMTA and/or its designated agents. 9. City shall be responsible for all Metro Passes, Stamps, TAP Cards and CPOS product loads, and other items for sale delivered to City by LACMTA and all money collected by City for LACMTA and will indemnify and save harmless the LACMTA from loss, whether occasioned by theft, forgery or other similar or dissimilar causes. All losses of Metro Passes/Stamps, TAP Cards and associated products, or other items for sale both physically and electronically shall be calculated based on the face value thereof. 10. City shall permit the authorized representative of LACMTA, during reasonable hours, to examine as to amount, Metro Passes/Stamps, TAP Cards and other property of the LACMTA, inclusive of LACMTA funds on hand, and to inspect and audit all records and accounts pertaining to business of LACMTA and the TAP program. 11. City shall contact the authorized representative of LACMTA for determination in all matters related to refunds or adjustments of sales on all Metro Passes and Stamps and shall contact the authorized representative of the TAP Service Center for determination in all matters related to refunds for adjustments of sales on all TAP cards, and associated products. 12. City is an independent contractor and not a beneficiary or employee of LACMTA within the meaning of any Worker's Compensation Law, or any law which would entitle City to benefits arising out of any State or Federal Unemployment or old age fund or similar law, or any right or privilege extended by LACMTA to its employees. City's authority is limited to the purpose herein specified and to said premises. City has no power to bind 3 Monthly Pass Seller Agreement Page 4 LACMTA, by contract or otherwise, except as herein provided as to the sale of transportation for persons or property. 13. A. City shall, at his own expense, procure and maintain in effect during the term hereof, public liability insurance with limits of not less than $50,000 on account of injuries to, or death of more than one person, and $150,000 on account of injuries to, or death of more than one person as the result of any accident or occurrence, and property damage insurance in the amount of $5,000. B. LACMTA shall be provided a Certificate of Insurance naming the LACMTA as an additional insured under such policy. LACMTA shall be given 15 days notice of the termination of such insurance. Such insurance shall protect and indemnify both City and LACMTA from any liability arising out of the occupancy and use of the facility by City. C. A lesser amount of insurance coverage or self-insurance by City may be agreed to by the parties in writing. 14. This Agreement may not be assigned or transferred by City. City will report, without delay, any change that may affect the City or its operation. In the event of transfer of City ownership interest, this Agreement shall terminate. In the event of death or disability of City, this Agreement shall terminate at the option of LACMTA. 15. No modification of this Agreement shall be effective unless made in writing and signed by both parties. 16. The terms of this Agreement shall be from month to month and may be terminated by either party without cause upon 30 days written notice. 17. No provision of this Agreement shall be construed to require LACMTA to continue to operate any bus service to or from the facility of City or elsewhere during the term of the Agreement, and it is expressly agreed that the LACMTA shall incur no liability to City by reason of any rerouting, rescheduling, discontinuance or other changes in bus or other transit services operated by LACMTA. 18. In the event of default to the terms and conditions referenced herein, City hereby agrees to pay any and all collection costs, court costs and reasonable attorneys' fees that may be incurred in the collection and/or legal enforcement of payment. 4 Metro Pass Seller Agreement Page 5 City: City o Rosemead Los Angeles County Metropolitan Transportation Authority ( T/y By: / By: �J1.`,�.f� - f Stewart, City Manageravid Sutton By: Title: Director A • ST; Metro Commute Services B : . f.� 1l . I _ . tI Clo of y Clerk DATE: 77- 2/--7 By: Jo Monte , City Attorney Approved as to form for LACMTA by the Office of County Counsel Date: (.2//07 March 2008 5 EXHIBIT A TAP© CPOS LICENSE AND SERVICES AGREEMENT This TAP CPOS License and Services Agreement("Agreement") is entered into as of, April 25, 2009 by and between City of Rosemead ("Licensee"), and the Los Angeles County Metropolitan Transportation Authority("Licensor"). RECITALS: A. Licensee and Licensor have entered into that certain Metro Pass Sellers Agreement whereby Licensee will sell Metro Passes, Stamps,Transit Access Pass (TAP) Cards and associated products on behalf of Licensor(the"Pass Sellers Agreement"). B. In order to sell the TAP Cards, Licensee must use a Compact Point Of Sales Device supplied by Licensor. The Compact Point Of Sales Device consists of and is defined hereunder to include all hardware, software, program documentation and any program updates supplied by Licensor necessary to sell the TAP Cards (collectively, "CPOS"). C. Licensor desires to license the CPOS to Licensee and Licensee desires to license the CPOS on the terms and conditions contained in this Agreement. AGREEMENT: I. Subject to the terms and conditions contained herein, Licensor hereby grants to Licensee and Licensee hereby accepts a non-exclusive, non-transferable, revocable license to use the CPOS provided by Licensor for the sole purpose of selling TAP Cards and associated products in accordance with the Pass Sellers Agreement. Licensee shall not use the CPOS for any purpose not specified in this Agreement. 2. Each CPOS device is loaded with one copy of the Software. Use of the CPOS is used solely for the sale of the TAP Card and associated products. The Software also has the capability to print sales reports and transaction history. 3. This License shall commence on the day Licensee receives the CPOS from Licensor and shall continue until such time Licensee no longer sells TAP Cards pursuant to the Pass Sellers Agreement. Upon termination of this Agreement, Licensee shall have no rights to use the CPOS. Licensor shall disable the CPOS to prevent Licensee from continued use of the CPOS after termination of this Agreement and Licensee shall return the CPOS on demand by Licensor. TAP CPOS License and Services Agreement Page 2 4. Licensee hereby grants Licensor, or its agent, the right to perform audits to ensure Licensee's use of the CPOS complies with the terms of this Agreement. Such audits shall be conducted during normal business hours. Licensee shall cooperate with Licensor in any audit, and shall provide Licensor with all records reasonably related to Licensee's use of the CPOS. 5. Licensor retains all title to, ownership and intellectual property rights to the CPOS. No title to the CPOS is transferred hereunder to Licensee. 6. Licensee shall not : a. copy, reproduce, tamper or otherwise modify the CPOS or any associated software; b. sell, license, sublicense, disclose, distribute or otherwise transfer the CPOS, in whole or in part, or any associated software to any third party; c. remove or modify any program markings or any notice of Licensor's proprietary rights; d. make the programs or materials resulting from the CPOS available in any manner to any third party for use by a third party's business operations; e. modify, alter or change the CPOS, in whole or in part, or attempt to decode, reverse engineer or disassemble the CPOS and associated software; or f. disclose results of any program benchmark tests without Licensor's prior written consent. 7 LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE CPOS WILL PERFORM AS INDICATED OR THAT THE CPOS WILL BE SUITABLE FOR THE PURPOSES FOR WHICH IT IS PERMITTED TO BE USED UNDER THIS AGREEMENT. LICENSOR DOES NOT GUARANTEE THAT THE CPOS WILL PERFORM ERROR-FREE OR UNINTERRUPTED OR THAT LICENSOR WILL CORRECT ALL PROGRAM ERRORS. THE IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY WAIVED. 8. Licensor shall, under no circumstance,be liable for special, incidental, exemplary or consequential damages suffered by Licensee, including,but not limited to loss of projects, anticipated revenue, interest, loss of use or other such claims arising from any causes whatsoever, whether or not such loss or damage is based on contract, warranty, tort(including negligence), indemnity or otherwise. • TAP CPOS License and Services Agreement Page 3 9. If Licensee breaches the terms of this Agreement and fails to correct the breach within 30 days after Licensor provides written notice, Licensor may terminate this Agreement. If Licensee is in default under this Agreement, Licensee shall not be authorized to use the CPOS and may be subject to civil and/or criminal action. 10. This Agreement and the Pass Sellers Agreement constitute the entire understanding between the parties, with respect to the subject matter herein. The Agreement shall not be amended,nor any provisions or breach hereof waived, except in writing. Except for the Pass Sellers Agreement, This Agreement supersedes all prior or contemporaneous agreements or representations regarding such programs and/or services. 11. This Agreement shall be governed by California law. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way. 12. Notices shall be in writing and shall be given to the parties at the address specified below, unless otherwise notified in writing of change of address. Licensor: LACMTA One Gateway Plaza Los Angeles, CA 90012, Attention: Edith Goff-Youngblood, Senior Customer Service Officer Licensee: City of Rosemead 8838 E. Valley Boulevard Rosemead, California 91770 Attention: Jean Scott 13. Licensee may not assign this Agreement or give or transfer the CPOS, in whole or in part, to another individual or entity. TAP CPOS License and Services Agreement Page 4 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives Licensor: LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY By Ara Name: David Sutton Title: Director Commute Services DATE Licensee: City of Roseme. By— Name:ny - . . Title: .. t Nana• -r By: !. •7 7�\`M� Name: Gloria moileda Title: City Clerk DATE Approved as to form for LACMTA by the Office of County Counsel March 2008