1988 SunLine Transit Agency - Bus SheltersFram:SUNLINE TRANSIT AGENCY 7603433097 11/02/2007 15:31 1438 P.003
AGREEMENT
This Agreement is made and entered into this 7th
day of June , 1988, between SUNLINE TRANSIT AGENCY
hereinafter "SUNLINE" and the CI.T.Y''-.OF: f,A-"QUINTA, CALIFORNIA,
hereinafter "CITY".
WHEREAS, SUNLINE has entered into an Agreement, herein-
after O'SHELTER AGREE MENT".with SUNRISE MEDIA, hereinafter
"SUNRISE", a copy of which is attached hereto as Exhibit "A" and
made a part hereof by this reference.
WHEREAS, SUNLINE and CITY are now desirous of entering
into an agreement with regards to the placement of shelters,
enforcement of said SHELTER AGREEMENT and the collection of
revenues. _
NOW THEREFORE, the parties hereto agree as follows:
I
GENERAL TERMS
1.01 CITY hereby exclusively authorizes SUNLINE'S
representative to construct and erect bus shelters, with
advertising thereon, in the boundary limits of CITY, provided the
following conditions are satisfied in advance.
(a) Shelter designs meet and comply with all
applicable CITY Building Codes, Zoning ordinances, Vehicular Code
Ordinances and Regulations and all other applicable CITY
Resolutions, Ordinances and Codes.
(b) All CITY design criteria and approvals thereof
have been obtained, and
(c) Adequate easements, encroachment permits,
licenses and/or rights of way have been obtained.
1.02 SUNLINE shall pursuant to the SHELTER AGREEMENT
diligently pursue enforcement of all SUNRISE obligations.
II
COMPENSATION
2.01 All advertising revenues derived from the SHELTER
AGREEMENT shall be collected by SUNLINE and divided between the
CITY and SUNLINE as follows:
(a) The base revenue by SUNLINE from SUNRISE which
is $50,00 per/shelter, in CITY boundaries shall be divided 50% to
SUNLINE and 50% to CITY.
From:SUNLINE TRANSIT AGENCY 7803433097 11/02/2007 15:32 8438 P.004
(b) Any excess revenue, generated over and above the
base revenue described in Paragraph 2.01 (a), will be distributed
on the basis of 50$ to SUNLINE and 50$ to the entities responsible
for the production of the additional revenue based upon each
entitles' percentage of its pro rata contribution to said excess
revenue.
(c) SUNLINE shall pay to CITY the sums due hereunder
semiannually with the first payments, if any, due on July 1, 1988
and thereafter, every six (6) months.
(d) All relevant documents, books and accounting
records of SUNLINE shall be open for inspection and reinspection at
any reasonable time during the term of this agreement and for
twelve (12) months thereafter. In addition SUNLINE may from time
to time conduct an audit and reaudit of the books and business
conducted by SUNRISE.
III
DURATION
3.01 The term of this Agreement shall coincide with the
term or the SHELTER AGREEMENT term, Paragraph 2.1.
IV
INSURANCE
4.01 If requested by CITY, SUNLINE shall cause SUNRISE
to name CITY as an additional coinsured on all policies set forth
in the SHELTER AGREEMENT.
V
MISCELLANEOUS PROVISIONS
5.01 ATTORNEYS FEES: In any dispute between the
parties, whether or not resulting in litigation, the prevailing
party shall be entitled to recover from the other party all
reasonable costs, including, without limitation, reasonable
attorneys' fees. "Prevailing party° shall include, without
limitation, a party who dismisses an action for recovery in
exchange for sums allegedly due, performance of covenants allegedly
breached or considerations substantially equal to the relief sought
in the action, or which receives, in connection with any dispute,
performance from the other party substantially equivalent'to any of
these.
5.02 ENTIRE AGREEMENT: This Agreement, together with
the Exhibits attached hereto and Exhibit "A", which consists of the
original request for proposal, contains the entire agreement of the
parties) relating to the rights granted and the obligations assumed
From:SUNLIHE tPAHSIT AGENCY 7603433097 11/02/2007 15:32 #438 P.005
y
herein. Any oral representations or modifications concerning this
instrument shall be of no force or effect unless contained in a
subsequent written modification signed by all parties hereto.
5.03 INDEMNITY: SUNLINE shall indemnify, defend and
hold CITY, its officers, agents and employees, harmless from any
and all claims, demands, loss or liability of any kind, arising
from $UNLINE'S failure to perform its obligations, under this
Agreement.
5.04 COUNTERPARTS: This Agreement may be executed in
counterparts, which shall be treated as originals in all respects.
5.05 This Agreement is entered into at Thousand Palms,
Riverside County, California.
5.06 This.Agreement shall not be construed in any way
to create a partnership or joint venture in any respect between
SUNLINE and CITY, or between SUNRISE and any of SUNLINE'S member
entitles. SUNRISE is acting purely as an independent contractor
and not as an officer, agent, partner, joint venturer and/or
employee of SUNLINE for any member entity of SUNLINE.
5.07 NOTICES: Any notices given under this Agreement
shall be in writing and shall be served either personally or
delivered by U.S. mail, postage prepaid, registered or certified
mail, return receipt requested. Notices shall be deemed received
at the earlier of actual receipt or three days following deposit in
U.S, mail, postage prepaid. Notices shall be directed to the
follo`iYing addresses:
SUNLINE TRANSIT AGENCY
P.O. Box 398
32-505 Harry Oliver Trail
Thousand Palms, CA 92276
CITY OF LA QUINTA
P.O. Box 1504
78105 Calle Estado
La Quinta, CA 92253
Either party may change its address for notice purposes by giving
notice to the other in accordance with Section 5.03, provided that
the address change will not be effective until 10 days after notice
of the change.
5.08 NON -ASSIGNMENT: Neither SUNLINE nor CITY shall
assign or otherwise transfer their rights and obligations under
this agreement without prior written consent of the other. Any
such assignment without such consent shall be void.
From:SUNLINE TRANSIT AGENCY 7603433097 11/02/2007 15:33 4438 P.006
Y
5.09 HEADINGS: The titles and headings of the various
sections of this Agreement are intended solely for convenience of
} reference and are not intended to explain, modify or alter the
terms of this AGREEMENT.
IN WITNESS WHEREOF, the parties hereto have executed this
agreement on the date first above written.
SUNLINE TRANSIT AGENCY
Datedt 6 1988 BY: 6VVV'1-
Datedt
City of La Quinta,
1988 It
BY:
CITY OF>LA QUINTA
WILLIAM R. HOYLE, Mayor
City of La Quinta, California
It
This Agreement was reviewed and approved
by SUNRISE hEDIA"on June 7_�_1988