2003 Sunline Transit Agency - Bus Passes� r
MEMB ER S
Desert Hot Springs Rancho Mirage Indio
Palm Springs Palm Desert Coachella
Cathedral City Indian Wells Riverside County
fNANS/T AOINCY LaQuinta
A Public Agreement for the Sale of SunLine Bus Passes
AGREEMENT NUMBER:
THIS AGREEMENT is made and entered into this 21 day of October , 2003 by
and between SunLine Transit Agency ("SunLine"), a Joint Powers Authority and Public
Agency, located at 32-505 Harry Oliver Trail, Thousand Palms, CA 92376 and
CITY OF LA QUINTA
(hereinafter referred to as "Seller").
WITNESSETH: In consideration of the services to be rendered by Seller and the
compensation to be paid by SunLine as set forth in this Agreement, the parties agree as
follows:
ARTICLE I. STATEMENT OF WORK
1.1 Seller agrees to sell transit Passes (the word "Passes" as used in this Agreement
shall be deemed to include monthly Passes, or other such fare media as SunLine may
offer to the'public) for SunLine at such rates as may be in effect from time to time at the
location(s) listed in the first paragraph of this Agreement. All sales by Seller shall be
final. Seller shall make no refunds or adjustments of sales. All Passes covered by this
Agreement are identified in "Exhibit A" attached to and made a part of this Agreement,
and as may be changed from time to time by SunLine.
1.2 Seller may cause to be displayed at Seller's expense on its premises such
advertising matter as may be supplied by SunLine.
1.3 Seller shall properly file and maintain all printed material, time schedules, folders,
circulars and bulletins supplied by SunLine and shall, to the best of its ability, furnish to
the public complete and accurate information concerning SunLine's fare and route
structures, and other general information.
1.4 Seller shall hold in trust for SunLine all Passes or other forms supplied by SunLine
for use or sale. Seller shall hold in trust for SunLine all funds collected in the sale of
Passes. Seller shall remit all unsold Passes plus the money so held in trust, less
applicable commission, as provided in Article 5 of this Agreement.
1.5 The "Current Selling Period" is hereby defined as commencing on the fifteenth
(15th) of the day of the month immediately preceding the effective month for the Passes
and continuing through the fifteenth (15th) day of the effective month for such Passes.
(i.e. the selling period for April Passes would be from March 15 through April 15).
H/PCTRANNarketing/Passes & Pass Outlets/Pass Sales Agreement 1-03 Revised (by SOD)
32-505 Harry Oliver Trail,, Thousand Palms, CA 92276 Ph 760. 343.3456 Fax 760. 343.3845 www. sunline. orq
ARTICLE 2. FIDUCIARY RELATIONSHIP
2.1 The relationship between SunLine and Seller is not that of debtor and creditor, but
of trustee and beneficiary. All funds collected for the account of SunLine and all funds
derived from the sale of Passes are at all times the property of SunLine.
ARTICLE 3. INDEPENDENT CONTRACTOR
3.1 Seller is an independent contractor and not an employee or agent of SunLine within
the meaning of any workers' Compensation Law, or any law which would entitle Seller
to benefits arising out of any state or Federal employment or old age fund or similar law,
or any right or privilege extended by SunLine to its employees. Seller's authority is
limited to the purposes herein specified. Seller has no power to bind SunLine, by
contract or otherwise, except as herein provided for the sale of transportation services
for persons or property.
ARTICLE 4. INDEMNITY
4.1 Seller shall be responsible for Passes delivered to it and money collected by it for
SunLine, and will indemnify and save SunLine harmless from any loss whatsoever
relating to such Passes and monies, whether occasioned by theft or otherwise. Unless
approved in writing by SunLine in advance of any promotional use of Passes, Seller
agrees to sell Passes at the retail price established in Exhibit A, and at no other price.
ARTICLE 5. REPORTS
5.1 Seller shall render reports of sales of Passes, shall account for SunLine funds, and
shall remit the proceeds of sales and all deposits and funds collected for the account of
SunLine within thirty (30) days of the end of each Current Selling Period. The sequence
of events under this Agreement shall be as follows:
5.1.1 Near the beginning of a Current Selling Period, SunLine personnel will deliver by
certified mail Passes referable for that Current Selling Period. At the same time, Seller
will return by mail to SunLine unsold Passes for the prior month. SunLine will thereafter
render an invoice for sums due for Passes sold (or for which the vendor is otherwise
responsible) during the prior Current Selling Period. The invoice will credit Seller with
Seller's compensation for sales made the prior month. Payment of the invoice will be
due within 30 days of the end of the prior Current Selling Period.
ARTICLE 6. COMPENSATION
6.1 For Sellers full and complete performance hereunder, Seller shall receive as
compensation for services to SunLine, a commission which is equal to: one dollar
twenty five cents ($1.25) for each monthly pass sold; fifty cents (500) for each ten ticket
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H/PCTRAN/Marketing/Passes & Pass Outlets/Pass Sales Agreement 1-03 Revised (by SOD)
book sold; and twenty five cents (250) for each day pass sold. SunLine shall deduct
such commission from SunLine invoices to Seller.
6.2 For the sale of fifty (50) or more monthly passes during any reporting month, the
commission rate increased to two dollars ($2.00) per pass.
ARTICLE 7. INSPECTION OF RECORDS
7.1 Seller shall permit the authorized representative of SunLine, during reasonable
hours, to examine as to amount, Passes and other property and funds of SunLine on
hand, and to inspect and audit all records and accounts pertaining to sale of Passes as
provided in this Agreement. Seller shall maintain such books, records, data, and
documents according to generally accepted accounting principles and shall clearly
identify and make such items readily accessible to SunLine during Seller's performance
hereunder and for a period of three (3) years from the date of final payment to SunLine.
ARTICLE 8. ASSIGNMENT
8.1 This Agreement may not be assigned or transferred by Seller without SunLine's
prior writtert consent. In the event of the death, dissolution, or disability of Seller, this
Agreement shall terminate at the option of SunLine.
ARTICLE 9. MODIFICATION
9.1 No modification of this Agreement shall be effective unless made in writing and
signed by both parties.
ARTICLE 10. TERM
10.1 This Agreement shall become effective on and shall continue in full force and effect
until canceled by either party upon written notice to the other party at least thirty (30)
days prior to the effective date thereof.
10.2 SunLine may terminate this Agreement earlier than thirty days notice for Seller's
default if Seller breaches any material provisions of this Agreement and fails to cure
such breach within ten (10) calendar days of receipt of written notice from SunLine. If
SunLine terminates for default, Seller shall be obligated to SunLine for the retail value of
all Passes allocated to it, less the commission for Passes sold, and shall remit full
payment to SunLine within ten (10) calendar days of receipt of the Notice of
Termination.
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3.
H/PCTRAN/Marketing/Passes & Pass Outlets/Pass Sales Agreement 1-03 Revised (by SOD)
ARTICLE 11. SCHEDULING
11.1 No provision of this Agreement shall be construed to require SunLine to continue
to operate any bus service to or from the facility of Seller or elsewhere during the term
of this Agreement, and SunLine shall incur no liability to Seller by reason of any
rerouting, rescheduling, discontinuing, or other changes in bus or other transit services
operated by SunLine.
ARTICLE 12. NOTIFICATION
12.1 All notices hereunder and communications with respect to this Agreement shall be
effective upon the. mailing thereof by registered or certified mail, return receipt
requested, postage prepaid, and addressed as follows:
TO SELLER:
TO SUNLINE:
City of La Quinta
SunLine Transit Agency
P. O. sox 1504
32-505 Harry Oliver Trail
La Quinta, CA 92253
Thousand Palms, CA 92276
t
ATTN: City Clerk
ATTN: Chief Financial Officer
Telephone: (760) 777-7025
(760) 343-3456
ARTICLE 13. COMPLETE AGREEMENT
13.1 This Agreement constitutes the complete and exclusive statement of the terms of
the Agreement between SunLine and Seller with relation to the subject matter hereof
and it supersedes all prior representations, understandings, and communications., The
invalidity in whole or in part of any provision of this Agreement shall not affect the
validity of any other provision.
13.2 SunLine's failure to insist in any one or more instances upon the performance of
any term or terms of this Agreement shall not be construed as a wavier or
relinquishment of SunLine's right to such performance or to future performance of such
a term or terms, and Seller's obligation in respect thereto shall continue in full force and
effect. Time shall be of the essence hereunder, but Seller shall perform work and make
deliveries hereunder, only to the minimum extent consistent with delivery schedules and
other requirements herein.
13.3 Changes hereto shall not be binding upon SunLine except when specifically
confirmed in writing by an authorized member of SunLine's Administrative Staff. The
issuance of information, advice, approvals, or instructions by SunLine's technical
personnel or other representatives shall be deemed expressions of personal opinions
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H/PCTRAW/Marketing/Passes S Pass Outlets/Pass Sales Agreement 1-03 Revised (by SOD)
only and shall not affect SunLine's and Seller's rights and obligations under this
Agreement.
13.4 Should any party hereto reasonably retain counsel for the purpose of enforcing or
preventing the breach of any provision hereof, including, but not limited to, by instituting
any action or proceeding to enforce any provision hereof, for damages by reason of any
alleged breach of any provision hereof, for a declaration of such party's rights or
obligations hereunder or for any other judicial remedy, then the prevailing party shall be
entitled to be reimbursed by the losing party for all costs and expenses incurred
thereby, including, but not limited to, reasonable attomeys' fees and costs for the
services rendered to such prevailing party.
IN WITNESS THEREOF, the parties hereto execute this Agreement on the day and
year set forth above.
SELLER:
BY:
TILE: �`� / �/ �✓
SUNLINE TRANSIT AGENCY
TITLE: &JU
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H/PCTRAWMarketing/Passes & Pass Outlets/Pass Sales Agreement 1-03 Revised (by SOD)
"Exhibit A"
(Page 1 of 2)
(Attachment to Agreement for the Sale of SunLine Bus Passes)
SunBus Pass Information
• All passes are good for the calendar month printed on the face of the pass.
• Passes are good for unlimited rides anywhere on SunBus only.
• Passes are not valid on SunDial or SunLink.
• Passes cannot be sold for more than the following amounts:
Monthly Passes:
Regular
$34
Student
$24
Special
$20
Day Pass
$ 3
Ten Ticket Book
$10
N "
Go Pass (June, July, Aug)
$30
• •Once a pass is sold, no refunds or partial credit can be given to the
individual purchasing the pass.
Fare Media/Pass Definitions:
Regular Monthly Pass - Unlimited rides.
Student Monthly Pass - Unlimited rides. For youths 18 years and under or
currently enrolled students of anyage. Proof of age or enrollment may be
required to purchase or use the pass.
Special Monthly Pass - Unlimited rides. For seniors (60 and over) or
persons with disabilities. Proof of age or disability may be required to
purchase or use the pass.
Day Pass - Unlimited rides. No transfers are needed. Driver will punch pass
to validate.
Ten Ticket Book - No expiration date. Transfers are not included.
Summer "Go Pass" - Unlimited rides for the months of June, July and
August. For youths 18 years and under.
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H/PCTRAN/Marketing/Passes & Pass Outlets/Pass Sales Agreement 1-03 Revised (by SOD)
"Exhibit A"
(Page 2 of 2)
(Attachment to Agreement for the Sale of SunLine Bus Passes)
Pass Procedures
Passes will be sent by certified mail to the pass sales outlet in the middle of
the month preceding the pass. Unsold passes for the current month must be
returned to SunLine. Billing will follow by mail at the net pass cost. Seller will earn the
following commissions for passes sold:
Monthly Passes (Regular, Student, Special, and "Go Pass")
$1.25 per monthly pass
(For the sale of 50 or more total monthly passes, the commission rate increases to $2.00 per monthly
pass.)
Day Passes
250 for each Day Pass
64 Ten Ticket ks:
500 for each Ten -Ticket Book
Seller is responsible for passes. Passes are just like money and must either
be paid for or returned for credit. They will not be replaced.
Should Seller require additional passes (beyond the previously ordered
amount), they will be delivered as soon as possible.
Materials will be provided to the pass sales outlet to help promote pass
sales, including signage and advertising slicks.
If you are interested in becoming a SunLine Pass Sales Outlet, or have any questions
regarding pass sales outlet procedures, please call SunLine Transit Agency, at
(760) 343-3456 or SunBus Customer Service 343-3451.
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H/PCTRAN/Marketing/Passes & Pass Outlets/Pass Sales Agreement 1-03 Revised (by SOD)