2006 Sunline Transit Agency - Bus PassesTRANSIT AGE�YCY
TODAY'S MODEL FOR TOMORROW'S WORLD
MEV8ER5: Desert Not Springs Palm Springs Cathedral City Rancho ,Mirage
Palm pe;ert Indion Wells (a Qurnto Indio Coachella Riverside County
Agreement for the Sale of SunLine Bus Pass
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AGREEMENT NUMBI=R: -� "' `Jul
rITY
_.. F I N.i V C
Ti-HS AGPE�tiiE,NT i
��-�: s made and er-tered into this � y Cf
and bet',veen SunLine Transit Agency "'SunLine"), a Jcint Powers Authori ` an
d
Public Agency, located at 32-�C- Harr y Cii ier Trail, Thousand Palms, CA 92376
and f°
a ,
(hereinafter referred to as "
Se!Ie,
WITNESSETH: In consideration of the services to be rendered by Seller and the
compensation to be paid by SurLire as set forth in this Agreement, the parties
agree as follows:
ARTICLE I. STATEMENT OF WOP,K
1.1 Seller agrees to sell bus 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
auiiiiy, 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 appiicabie commission, as provided in Article 5 of this Agreement.
1.5 The "Current Selling Period" is hereby defined as commencing on the
twentieth (20th) 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 20 through April 15).
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32-505 Harry Oliver Trail, Thousand Palms, California 92276 Phone 760-343-34S6 Fax 760-343-3845 www.sunline.org
ARTICLE 2. FIDUCIARY RELATIONSHIP
2.1 The relationship between SunLine and Seller is not that of debtor and creditor,
bu%t 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 On the 20t' of the month during the Current Selling Period, SunLine
personnel will deliver Passes for that Current Selling Period. At the same time,
Seller will return to SunLine unsold Passes for the prior month. SunLine will
calculate the sum of passes sold during the current selling period and payment
will be collected at that time.
ARTICLE 6. COMPENSATION
6.1 For Seller's 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; 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 increases to two dollars ($2.00) per pass.
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AR 7 ICLE 7. INSPECTION OF RECORDS
7.1 Seiler 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. Seiler 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 written consent. In the event of the death, dissot�ution, or
disability of Seller, this Agreement shall be terminated 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.
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 Seiler 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.
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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:
ATTN :
Telephone:
ARTICLE 13. COMPLETE AGREEMENT
TO SUNLINE:
SunLine Transit Agency
32-505 Harry Oliver Tra i i
Thousand Palms, CA 92276
ATTN: Chief Financial Officer
(760) 343-3456
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 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
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losing party for all costs and expenses incurred thereby, including, but not
limited to, reasonable attorneys' 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.
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SELLER: r
F
BY: -�
TITLE:
SUNLINE TRANSIT AGENCY
BY:
TIT
"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
• Rass.
asses are good for unlimited rides anywhere on SunBus only.
• Passes are not valid on SunDial.
• Passes cannot be sold for more than the published amounts.
Fare--Media/Pass Definitions:
Adult Monthly Pass - Unlimited rides.
Youth Monthly Pass - Unlimited rides. For youths 17 years and under
proof of age and I.D issued by local School districts is required to
purchase or use the pass.
Senior/Disabled/Medicare Monthly Pass - Unlimited rides. For seniors
(60 and over) or persons with disabilities, and riders with Medicare
Cards, proof of age or disability may be required to purchase or use the
ass
s BayPass - Unlimited rides for One (1). No transfers are needed. Driver
e
will punch pass to validate.
Summer "Go Pass" - Unlimited rides for the months of June, July and
August for youths 17 years and under.
• No refunds or partial credit shall be given to individuals purchasing
the pass, once a pass is sold.
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"Exhibit A"
(Page 2 of 2)
(Attac^meat to Agreement fcr the Sale of SunL:ne Bus Passes)
Pass Procedures
Passes will be delivered to the pass outlets on the 20th of the month
preceding the pass sales period. Unsold passes for the current month
must be returned to SunLine. Payment will be collected at the time when
SunLine personnel deliver the passes for the next month. Seller will earn
the following commissions for passes sold. -
Monthly Passes tAdult, Youth, Senior/Disabled and "Go Pass")
$1.25 per monthly pass
(For the sale of 50 or more total monthly passes during any reperting month, the commission rate
increases to S2.00 per monthly pass. Excluding "Go Pass")
Seller is responsible for all passes delivered to the outlet. 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.
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