2009 Sunline Transit Agency - Bus PassesSale of SunLine Bus Passes
AGREEMENT NUMBER: 09-0010
THIS AGREEMENT is made and entered into this A-3 day of'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
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 31-day 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 third Friday of
the month and continuing through the third Friday of the following month.
1
SunLine Transit Agency Pass Outlet agreement
11
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 AND PAYMENTS
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 third Friday of the month, SunLine personnel will deliver passes for that
Current Selling Period. 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. Payment can be made with a check, money order, or
Visa/MasterCard. No cash will be accepted.
2
SunLine Transit Agency Pass Outlet agreement
12
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 31-day pass sold; fifty cents (500) for each ten ride
pass 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 31-day passes during any reporting month, the
commission rate increases 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 written 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 the agreement date 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.
3
SunLine Transit Agency Pass Outlet agreement
13
I
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 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:
of La Quinta
78495 Calle Tampico
La Quinta, CA. 92247
ATTN: MISSY MENDOZA
Telephone: (760) 777-7150
ARTICLE 13. COMPLETE AGREEMENT
TO SUNLINE:
SunLine Transit Agency
32-505 Harry Oliver Trail
Thousand Palms, CA 92276
ATTN: Director of Finance
(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.
4
SunLine Transit Agency Pass Outlet agreement
iV
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 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.
SELLER:
By "/Xia��
TITLE: CITY MANAGER, CITY OF LA QUINTA
SUNLINE TRANSIT AGENCY
M.
GENERAL MANAGER
5
SunLine Transit Agency Pass Outlet agreement
15
1
"Exhibit A"
(Page 1 of 3)
(Attachment to Agreement for the Sale of SunLine Bus Passes)
SunBus Pass Information
• Passes are good for rides anywhere on SunBus only.
• Passes are not valid on SunDial.
• Passes cannot be sold for more than the following amounts:
31-Day Passes:
Adult (18 — 59) $34.00
Youth $24.00
Seniors 60+/Disabled/Medicaid $17.00
Day Passes:
Adult $ 3.00
Youth $ 2.00
Seniors 60+/Disabled/Medicaid $ 1.50
10-Ride Passes:
Adult $10.00
Youth $ 8.50
Seniors 60+/Disabled/Medicaid $ 5.00
Go Pass (June, Jul, Aug) $30.00
• There are no refunds for the passes -all refunds for passes will be done at
SunLine's main facility in Thousand Palms.
6
SunLine Transit Agency Pass Outlet agreement
16
I
"Exhibit A"
(Page 2 of 3)
(Attachment to Agreement for the Sale of SunLine Bus Passes)
Pass Procedures and Commission Rates for Passes Sold
Billing will follow by mail at the net pass cost. Seller will earn the following commissions
for passes sold:
31-Dav Passes and Go Pass: (Adult, Youth, Seniors/Disabled/Medicaid) and Go Pass
$1.25 per monthly pass
(For the sale of 50 or more total 31-day and Go passes during any reporting month, the
commission rate increases to $2.00 per monthly pass.)
Day Passes:
250 for each Day Pass
10-Ride Passes:
500 for each Ten -Ride Pass
Seller is responsible for passes. Passes are just like money. 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 Outlet to help promote pass sales,
including signage and advertising slicks.
If you have any questions regarding pass sales procedures, please call SunLine Transit
Agency at
(760) 343-3456 - ext. 124 or Customer Service 343-3451.
7
SunLine Transit Agency Pass Outlet agreement
iIN
I
"Exhibit A"
(Page 3 of 3)
(Attachment to Agreement for the Sale of SunLine Bus Passes)
Fare Media/Pass Definitions:
Adult 31-Day Pass - 31 days of consecutive, unlimited rides beginning the first day
of activation. Pass is activated using the bus farebox.
Youth 31-Day Pass - For youth between 5 and 17years. Proof of age may be
required to purchase or use the pass. 31 days of consecutive, unlimited rides beginning
the first day of activation. Pass is activated using the bus farebox.
Senior 60+/Disabled/Medicaid 31-Day Pass - For seniors (60 and over) or
persons with disabilities. Proof of age or disability is required to purchase the pass, and
driver may request proof upon usage on the bus. 31 days of consecutive, unlimited
rides beginning the first day of activation. Pass is activated using the bus farebox.
Adult Day Pass - Unlimited rides for each category as specified on Pass. No
transfers are needed. Bus farebox will validate this pass. This pass expires
at the end of the day.
Youth Day Pass - Unlimited rides for each category as specified on Pass.
No transfers are needed. Bus farebox will validate this pass. This pass
expires at the end of the day.
Senior 60+/Disabled/Medicaid Day Pass - Unlimited rides for each category
as specified on Pass. No transfers are needed. Bus farebox will validate this
pass. This pass expires at the end of the day.
10-Ride Pass — Transfers not included. Farebox will validate this pass. This pass
will expire after the 10t" ride.
Go Pass — Unlimited rides for the months of June, July and August for use by youth
ages 5 — 17. Pass available for sale in advance. Pass is activated using the bus
farebox and is only valid from June 1 through August 31.
8
SunLine Transit Agency Pass Outlet agreement
M