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HomeMy WebLinkAboutContract 1787Shlflhliw TRANSIT ACENCY C -17--8 7 - MEMBERS: Desert Hot Springs Palm Springs Cathedral City Rancho Mirage Palm Desert Indian Wells La Quinta Indio Coachella Riverside County A Public Agency October 24, 2018 City of Cathedral City Attn: Chris Parman 68-700 Avenida Lalo Guerrero, Cathedral City, CA 92234 Subject: First Amendment between Sunline Transit Agency and City of Cathedral City. Dear Chris, Enclosed please find a fully executed original copy of the First Amendment, between Sunline Transit Agency and City of Cathedral City. Please feel free to contact jtran(c�sunline.orq or (760) 343-3456 ext. 1504 if you have any questions. Sincerely, Maricela Partida, Contracts Assistant 32-505 Harry Oliver Trail, Thousand Palms, California 92276 Phone 760-343-3456 Fax 760-343-1986 www.sunline.org FIRST AMENDMENT TO SERVICE PROVIDER AGREEMENT This First Amendment to the AGREEMENT BETWEEN CITY OF CATHEDRAL CITY AND SUNLINE TRANSIT AGENCY CONCERNING ADVERTISING INSTALLATION AND MAINTENANCE RELATED TO BUS SHELTERS ("First Amendment"), is hereby entered into this 10th day of October, 2018 by and between the City of Cathedral City, a Municipal corporation located in the County of Riverside, State of California ("City"), and SunLine Transit Agency, a Joint Powers Agency in the State of California ("Service Provider"), as follows: RECITALS A. City and Service Provider entered in an Agreement for services on January 24, 2018 ("Agreement"). The Agreement provides that Service Provider will provide services pertaining to inspection, maintenance, washing, emptying of trash receptacles, removal of graffiti, and painting of bus stops and shelters throughout the City of Cathedral City. B. This First Amendment amends the Agreement to reflect a change in both the General Terms and the Compensation sections of the Agreement. OPERATIVE PROVISIONS NOW, THEREFORE, in consideration of the promises made and recited herein, the parties do hereby enter into this First Amendment which modifies and amends the Agreement as follows: AMENDMENT. The Agreement is hereby modified and amended as follows: 1.1 General Terms. Section 1 of the Agreement is hereby amended read as follows: "1.01 City hereby grants SunLine the exclusive right to place advertising associated with bus shelters placed by SunLine within the public right of way within the City's jurisdiction. In exercising the exclusive right granted it under this Agreement, SunLine shall ensure that the following standards and requirements are met: (a) Shelter designs meet and comply with all applicable SunLine design requirements and 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 have been obtained; and, (c) Adequate easements, encroachment permits, licenses, and/or rights-of-way have been obtained. -1- 1.02 The City shall waive all permit and/or license fees imposed by or on behalf of the City that may pertain to SunLine's installation and operation of the bus shelters within its jurisdiction. 1.03 In consideration for the grant of the exclusive rights referred to in paragraph 1.01 above, SunLine shall continue to clean and maintain all bus shelters as well as the area within a 25 - foot radius of each shelter including emptying trash and separating recyclable items from collected trash. In addition, SunLine will remove or cause the removal of all graffiti appearing on any shelter within the City in an expeditious manner. 1.04 In the event that the City has any problems or questions related to advertising placed on the bus shelters within its jurisdiction, it shall contact SunLine. In any such case, SunLine shall endeavor to secure a prompt resolution of any issue within its legal power to resolve. City acknowledges and recognizes that certain limits may arise in connection with SunLine's ability to regulate the content of advertising, particularly those limits arising under the First Amendment to the United States Constitution and the California Constitution. Within such limits, SunLine will endeavor to correct or address any problem that the City might have with advertising placed in bus shelters within its jurisdiction in an expeditious manner. 1.05 Sunline will guarantee placement and installation of City provided advertisements for City sponsored events, programs and City sponsored agencies on 3 advertising spaces for the duration of this agreement. The City may elect to provide advertisements for Tess than the 3 advertising spaces should they deem it to be in their best interests. Exclusive of the 3 guaranteed advertising spaces, Sunline will place and install City provided advertisements for City sponsored events, programs and City sponsored agencies on available bus shelter advertising spaces not occupied by a revenue generating advertisement within that City's city limits at any given time. (a) Any advertising produced and provided by the City shall comply with Sunline's Advertising Policy attached in Exhibit "A" — Sunline Advertising Policy. (b) Sunline reserves the right to relocate any City sponsored advertisement to another location if a revenue generating advertisement has requested the same location as the City advertisement." 1.2Compensation. Section 2 of the Agreement is hereby amended to read as Follows: "2.01 In lieu of payment for revenue generating advertisements, Sunline will place and install City provided advertisements for City sponsored events, programs and City sponsored agencies on available bus shelter advertising space not occupied by a revenue generating advertisement within that City's city limits." 1.3 Exhibits. The agreement is hereby amended to include the following Exhibit "A" Exhibit A to follow on Next Page SunLine Transit Agency Advertising Policy Policy No: B-020598 Adopted: 01/28/98 Revised: 04/25/18 ADVERTISING POLICY PURPOSE SunLine Transit Agency (STA), acting in a proprietary capacity, operates public bus service in the Coachella Valley. STA's desire to sell advertisement space stems from the recognized need to earn revenues to supplement operating costs that are not otherwise met through farebox revenue and local, state and federal levies, taxes and grants. SCOPE This policy applies to all SunLine Transit Agency employees or contractors. POLICY It is STA's policy that its buses, bus shelters and any and all other forums for advertising under this policy are not public forums for political discourse or expressive activity. These areas are not intended to provide a forum for all types of advertisements, but only the limited advertisements accepted under the policy. All advertising shall be subject to this uniform view point neutral policy. Excluded advertising: Copy may not be displayed and, if displayed, will be removed by STA if it falls within the categories listed below. In excluding said advertising, STA seeks to maintain a professional advertising environment that will maximize advertising revenue and minimize interference with or disruption to its transit system. It further seeks to maintain an image of neutrality on political, religious and other issues that are not the subject of commercial advertising and may instead be the subject of public debate and concern. Finally, STA's goal is to continue to build and retain ridership. Subject thereto, a proposed advertisement will be excluded if Sunline, in its sole discretion, determines it: 1. Contains defamatory , libelous or obscene matter. POLICY B-020598 PAGE 1 OF 4 REVISED 04/25/18 2. Is false, misleading or deceptive. 3. Supports or opposes any labor organization or any action by, on behalf of or against any labor organization. 4. Relates to or promotes any illegal activity. 5. Contains implicit or explicit sexual references, pictures or text, or includes material harmful to minors. 6. Depicts or promotes the sale of alcohol, cannabis, tobacco products, any illegal products, service or entity and/or firearms. 7. Depicts or advocates violence. 8. Includes language that is obscene, vulgar or profane. 9. Demeans, degrades or has the effect of promoting discrimination against any group or individual on the basis of race, color, religion, national origin, age, sex, disability, ancestry or sexual orientation. 10. Opposes the nomination or election of a candidate for public office, the investigation, prosecution or recall of a public official or the passage of a levy or bond issue. Constitutes an unauthorized endorsement defined as advertising that implies or declares that STA endorses a product, service, viewpoint, event or program. This definition does not include advertising for a service, event or program for which STA is an official sponsor, co-sponsor or participant. 11.Constitutes a religious advertisement defined as advertising that contains direct or indirect reference to religion, a deity or which includes reference to the existence, non- existence or other characteristics of a deity or any religious creed, denomination, belief, tenet, cause or issue relating to, opposing or questioning any religion. This includes, text, symbols, images commonly associated with any religion or deity or any religious creed, denomination, belief, tenet, cause or issue relating to, opposing or questioning any religion. 12. Advertising that encourages person to refrain from using SunLine Transit Agency services or public transit in general. 13. Advertising that explicitly and directly promotes or encourages the use or means of transportation in direct competition with public transit. PERMITTED ADVERTISING In permitting limited advertising, STA seeks only to supplement fare revenue and other income that funds its operations and to promote its services. POLICY B-020598 PAGE 2 OF 4 REVISED 04/25/18 STA does not desire to have its passengers subject to advertisements containing controversial material relating to political, religious or other issues about which public opinion can be widely divergent. To realize the maximum benefit from the sale of space, all advertising programs must be managed in a manner that will generate as much revenue as practicable while ensuring that the advertising does not discourage use of the system, does not diminish STA's reputation in the communities it serves and is consistent with the goal of providing safe and efficient public transportation. 1. Commercial advertising has a sole purpose of promoting a business or to sell products, goods or services. It does not include advertising that both promotes a business or offers to sells products, goods or services and also conveys a political or religious message or can be construed as issue advocacy or which expresses an opinion or position. 2. Operations advertising is permitted. This is defined as advertising that promotes STA and its services. 3. Governmental advertising is permitted. This is defined as advertising that promotes programs and events of governmental entities, political subdivisions and state agencies. 4. Political advertising is permitted. Ad content must be approved and must state "Paid Advertisement" as part of the creative artwork. The font must be an appropriate size. 5. Entering into barter deals is permitted if Sunline determines that it is a benefit to Sunline Transit Agency. 6. Customers requesting advertisement orders will need to provide payment upfront — before each advertising period (flight) begins. ADMINISTRATION AND ENFORCEMENT OF POLICY Review by the General Manager. The CEO/General Manager or designee shall review all advertisement content and determine whether it complies with this policy. If the CEO/General Manager or designee determines that the advertisement does not comply, written notification of same shall be provided to the advertiser with a copy of this policy. On an as needed basis, the CEO/General Manager may refer any controversial proposed ad content to the Board for approval or rejection with a majority vote. POLICY B-020598 PAGE 3 OF 4 REVISED 04/25/18 The Board of Directors may override any decision by the CEO/General Manager on ad content with a majority vote. Sunline Transit Agency shall submit bus shelter ad content to the corresponding city, delegated to the City Manager, for approval. The cities have five business days to respond. Sunline Transit Agency will have ad content approval discretion, if the corresponding city fails to respond within the five day period. The Board designates the General Manager to administer the Advertising Policy. This delegation is with the power of re -delegation to appropriate staff. POLICY B-020598 PAGE 4 OF 4 REVISED 04/25/18 1.3 Remainder Unchanged. Except as specifically modified and amended in this First Amendment, the Agreement remains in full force and effect and binding upon the parties. 1.4 Integration. This First Amendment consists of pages 1 through 8 inclusive, which constitute the entire understanding and agreement of the parties and supersedes all negotiations or previous agreements between the parties with respect to all or any part of the transaction discussed in this First Amendment. 1.5 Effective Date. This First Amendment shall not become effective until the date it has been formally approved by the Service Provider and executed by the appropriate authorities of the City and Service Provider. 1.6 Applicable Law. The laws of the State of California shall govern the interpretation and enforcement of this First Amendment. 1.7 References. All references to the Agreement include all their respective terms and provisions. All defined terms utilized in this First Amendment have the same meaning as provided in the Agreement, unless expressly stated to the contrary in this First Amendment. IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to the Agreement on the date and year first written above. SERVICE PROVIDER: SUNLINE TRANSIT AGENCY Bv.. Q.c4.4- , uren -8- kiver, CEO/General Manager CITY: CITY OF CATHEDRAL CITY By: Name: Charles P. McClendon Title: City Manager By: Name: Title: NOTE: CITY'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CITY'S BUSINESS ENTITY. -9- A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA STATE OF CALIFORNIA COUNTY OF RIVERSIDE On �C i , 201q before me,-11(CtC`P9 PcA ✓-Fi ✓)P2 q)1-74tM Pct 1,7 (►(1 Date J Name And Title Of Officer (e.g. "Jane Doe, Notary Public') personally appeared i -WAV e4 P • 1 -AC e*--oc TRACEY R. MARTINEZ Commission # 2104537 Notary Public • California Riverside County Comm. Expires Apr 21, 2019 Name of Signer(s) who proved to me on the basis of satisfactory evidence to be the person whose names,) is/ape subscribed to the within instrument and acknowledged to me that he/sVe/th$y executed the same in his/hqh/thOir authorized capacity(iet), and that by his/h4r/thOir signature(?) on the instrument the person(), or the entity upon behalf of which the person(3j' acted, executed the instrument. I certify under PENALTY OF PERJURY under the Taws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. \..144.-C-LVe 4'gnature o No ati Public OPTIONAL Though this section is optional, completing this information can deter alternation of the document or fraudulent reattachment of this form to an unintended document. CAPACIT(IES) CLAIMED BY SIGNER(S) DESCRIPTION OF ATTACHED DOCUMENT Signer's Name: • • NCI Cletyivr) Individual Corporate Officer C/1\ M.Gtrlot�� V fir* e mn14--1-a vvti^� 1�mi �r— Title(s Title or Type of Document ee,irYZen"1— Partner(s) Attorney -In -Fact Trustee(s) Guardian/Conservator Other: Limited General Signer is representing: Name Of Person(s) Or Entity(ies) CUTh data CA -t9 C.j Number Of Pages ()ClU leen 10 , 2utB Date Of Document Signer(s) 0tFier Than Named Above