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2019-20 SunLine Transit Agency MOU - Student Art Contest & Bus Wrap SponsorshipMEMORANDUM OF UNDERSTANDING Between SUNLINE TRANSIT AGENCY and CITY OF LA QUINTA RECITALS THIS (MEMORANDUM OF UNDERSTANDING is made and entered into this 3 day of Qv,-t , 2019. ("Effective Date") by and between SunLine Transit Agency, a Joint Powers Authority created and existing under the laws of the State of California, and having its principal place of business located at 32-505 Harry Oliver Trail, Thousand Palms, California 92276: and City of La Quinta, having its principal place of business located at 78-495 Calle Tampico, La Quinta, CA 92253. SunLine Transit Agency and City of La Quinta are collectively referred to herein as "Parties". WHEREAS, SunLine Transit Agency is the public transportation agency solely responsible for providing safe. convenient and accessible public transportation to the general public in the Coachella Valley of the State of California, WHEREAS, the City of La Quinta is a municipality serving approximately 40,000 residents and governed by a city council of five members, WHEREAS, the Parties desire to implement a bus wrap design campaign for students of the Coachella Valley, WHEREAS, the Parties agree that the purpose of this understanding is to educate the youth of the Coachella Valley on environmentally friendly public transportation: WHEREAS City of La Quinta has agreed to contribute to this campaign five thousand dollars and zero cents ($5,000.00), WHEREAS SunLine has agreed to include City of La Quinta's logo on all publications and the final bus wrap for one (1) bus, NOW. THEREFORE IN CONSIDERATION OF THE MUTUAL PROMISES AND COVENANTS PROVIDED FOR THEREIN, SUNLINE TRANSIT AGENCY AND CITY OF LA QUINTA, HEREBY AGREE AS FOLLOWS: 1. Terms of Agreement. The Agreement shall commence on the Effective Date and shall terminate one (1) year after the wrapped bus described in Section 2 is first put into fulltime operation . 2. Description of Sponsorship. City of La Quinta shall pay to SunLine Transit Agency five thousand dollars ($5,000). With these funds, SunLine Transit Agency shall "wrap" one (1) forty (40) foot fuel cell bus using conceptual drawings of students from schools in the Coachella Valley and put the wrapped bus in fulltime operation for a period of one (1) year. The wrap shall include City of La Quinta’s logo on both sides and advertising space o n the tail of the bus will be available to City of La Quinta. The sponsorship details are incorporated by reference, and attached hereto as Exhibit “A”. 3. Interruption of and Modification to Service. SunLine Transit Agency shall not be liable for its inability to provide transit services, if said inability is due in whole or in part to work stoppage, riot, civil commotion, act of God, insufficient fuel or other resources, or other causes beyond its reasonable control. SunLine Transit Agency reserves the right to take the aforementioned buses temporarily out of service when, in its sole and absolute discretion such removal from service is appropriate. 4. Signage/Promotion/Public Information. To the extent practical, all parties shall cooperate in the promotion of the bus wrap design campaign, where a party has good access to communicate with students about the campaign either in writing or in person. 5. Termination. Any party may terminate its portion of the agreement with thirty (30) days advance notice in writing. If SunLine Transit Agency terminates this Agreement, City of La Quinta shall be refunded a pro rata portion of its sponsorship amount. If City of La Quinta terminates this Agreement, City of La Quinta shall not be entitled to any refund and SunLine Transit Agency will use commercially reasonable efforts to remove City of La Quinta’s logo and advertisements from the bus promptly thereafter. 6. Indemnification. SunLine Transit Agency shall defend, indemnify and hold harmless City of La Quinta, their agents, and employees from and against any and all claims, losses, damages, liability, obligations and expenses (including reasonable attorneys’ fees) for injuries to any pe rson (including the bus passengers or patrons), entity or property that result directly or indirectly from the negligent acts or omissions of SunLine Transit Agency, its officers, employees, agents, subcontractors, or any other person acting with the expre ss permission of SunLine Transit Agency under the Agreement. City of La Quinta shall defend, indemnify and hold harmless SunLine Transit Agency, its agents, and employees from and against any and all claims, losses, damages, liability, obligations and expenses (including reasonable attorneys' fees) for injuries to any person (including the bus passengers or patrons), entity or prop erty that result directly or indirectly from the negligent acts or omissions of City of La Quinta, its officers, employees, agents, subcontractors , or any other person acting with the express permission of that party. 7.Notices. Any notice, request, or other communication to either Party by the other as provided for in this Agreement shall be given in writing, and sent by: (a) hand -delivery, (b) first class United States mail, return receipt requested, or (c) overnight delivery service, and shall be deemed given upon actual receipt by the addressee. Notice may also be given by email, provided the original is sent by any manner as described above in this Section. Notices shall be addressed as follows: If to SUNLINE TRANSIT AGENCY: 32-505 Harry Oliver Trail Thousand Palms, CA 92276 Attention: Eric Taylor Procurement Manager Telephone: 760-343-3456 Ext.1524 If to CITY OF LA QUINTA: 78-495 Calle Tampico La Quinta, CA 92253 Attn: Frank Spevacek City Manager Telephone: -760-777-7100 Email: fspevacek@laquintaca.gov Email: etaylor@sunline.org Either Party may change the recipient or address for receiving notices upon written notice to the other party. 8.Severability. If any provision of the Agreement is determined to be invalid, illegal, or unenforceable in any respect, such determination shall not affect any other provision hereof. 9.Rights and Remedies. Each of the party's rights and remedies hereunder shall be cumulative, in addition to and not a limitation of, any rights and/or remedies provided at law, in equity, or otherwise. Any party's failure to exercise any of its rights under the Agreement shall not constitute a waiver of any past, present, or future right or remedy. No action or failure to act by any party shall constitute approval of, a waiver of, or acquiescence to, a breach by any other party unless specifically agreed in writing. Waiver by any party of any breach by any ot her party shall not constitute a waiver of any other breach of the same or any other provision of the Agreement. Acceptance of any items or services, or payment therefore, shall not operate as a waiver of any breach. 10. Governing Law, Jurisdiction and Venue. The Agreement shall be governed by and construed in accordance with the laws of the State of California. Each party agrees that all legal proceedings in connection with any dispute arising under or relating to the Agreement shall be brought in the Superio r Court of the State of California , Riverside County. 11. Non-assignment. No party may assign this MOU, or any part thereof, without the written consent of each party to this MOU. 12.Laws and Regulations. The Parties warrant that they shall comply with federal and state laws, including any and all statutes. ordinances. rules, regulations, orders, and/or decrees, as the same may be amended from time to time. enacted. or adopted, applicable to the performance of its obligations under the Agreement. 13. Headinas. The headings contained herein are inserted for convenience of reference only and in no way define, limit, or extend the scope or intent of the Agreement or any provision hereof. 14.Entire Aareement. The Agreement. including all documents incorporated therein by reference. constitutes the entire agreement of the Parties. No oral statements or other writings may be used to supplement.. modify. or otherwise affect the provisions of the Agreement. The Parties acknowledge that they have not been induced to enter into the Agreement by any representations or promises not specifically stated in the Agreement. Unless otherwise specified herein, all previous or contemporaneous proposals, promises, representations, documents. agreements, or understandings. whether written or oral, relating to the subject matter of the Agreement are hereby declared to be null and void and are superseded by the terms of the Agreement. The terms and conditions of the Agreement supersede any and all terms and conditions submitted by the Parties prior to, concurrently with. or pursuant to the Agreement. No other terms and conditions, or changes or modifications to the Agreement shall be binding upon the Parties unless agreed to in writing. IN WITNESS WHEREOF, the Parties have caused this MOU to be executed by their duly authorized representative. SunLine Transit Agency CITY OF LA QUINTA By: Lauren . Skiver, CEO/General Manager )ra Spev k, City Manager Date: . Z 2019 Date: ��G, 2019 By: William . rke, City Attorney W W W .S U N L I N E .O R G SunLine Student Art Contest BUS WRAPSPONSORSHIP W W W .S U N L I N E .O R G SunLine Student Art Contest To whom it may concern, SunLine Transit Agency seeks your participation as a sponsor for the 4th Annual Student Art Contest. The art contest provides an opportunity for our local students, in grades K-5th and 6-8th, to have their artwork displayed on one of our latest Hydrogen Fuel Cell buses for a year. One winner is chosen from each category, elementary and middle school, for a total of two winners. As a leader in zero emission technology, SunLine’s Hydrogen Fuel Cell buses provide environmentally conscious public transportation. As such, the art contest exposes students to the public transit system and helps teach them about alternative fuels. To enter into the contest, students must incorporate images of the transit system, the environment, and Coachella Valley landmarks. We look towards you as a leading organization in the Coachella Valley to help sponsor the bus wraps. In return for your support, your organization’s logo will be prominently featured on both sides of the bus and space will be provided on the tail of the bus for an ad. The logo and ad will be on the bus for one full year providing your company advertising as the bus travels throughout the Coachella Valley. Our advertising package for a similar amount of time and size is valued at $15,000 per bus.In addition, in partnership with your organization, we will host an unveiling event to showcase the fully wrapped buses and our local artists. SunLine Transit Agency will work with you to create a slogan for the bus that speaks to our collaboration. We are seeking sponsorship for two buses and each wrap costs $5,000. If you are interested in sponsoring one bus ($5,000) or both (for a total of $10,000), please contact Nancy Reyes at 760-343-3456 x 1702 or email nreyes@sunline.org. Your sponsorship will make it possible for this contest to continue its successful tradition of showcasing our community’s young talent. Sincerely, Lauren Skiver CEO/General Manager TWO BUSES........................$10,000 ONE BUS.......................$5,000 W W W .S U N L I N E .O R G SunLine Student Art Contest SPONSORSHIP LEVELS Benefits •Logo prominently featured on both sides of bus for one (1) year •Ad placement on tail of bus •Sponsor recognition in press releases, on all art contest related documents (including student submission form), and event coverage Market Coverage Desert Hot Springs Palm Springs Cathedral City Rancho Mirage Palm Desert Indian Wells La Quinta Indio Coachella Thousand Palms Bermuda Dunes Thermal Oasis Mecca North Shore W W W .S U N L I N E .O R G SunLine Student Art Contest LOGO/AD PLACEMENT LOGO LOGO Ad BUS SIDE 1 BUS SIDE 2 BUS TAIL W W W .S U N L I N E .O R G SunLine Student Art Contest PAST SPONSOR EXAMPLE BUS SIDE 1 BUS SIDE 2 BUS TAIL W W W .S U N L I N E .O R G SunLine Student Art Contest SPONSORSHIP FORM Company Name Contact Person Contact E-mail Address Contact Phone Number Address City/State/Zip Code SPONSORSHIP LEVEL: $10,000 Two Buses $5,000 One Bus Please fill out the following form to confirm your chosen sponsorship level. Completed forms can be returned to Nancy Reyes, at nreyes@sunline.org. CONTACT INFORMATION: