HomeMy WebLinkAboutContract 1741 _ ( -1L-{ (
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TRANSIT AGENCY
MEMBERS: Deser'H 'Springs Sr -,gs edr al Cry P r o"'rage
Palm Desert Irci,n ells La Quinn radio C)Zcha t Rn P s de County
A Public Agency
March 2, 2018
City of Cathedral City
Attn: Tracey R. Martinez, Deputy City Clerk
68700 Avenida Lalo Guerrero
Cathedral City, CA 92234
Subject: Bus Shelter Advertising and Maintenance Agreement
Dear Tracey,
Enclosed please find a fully executed original copy of the Bus Shelter Advertising and
Maintenance Agreement, between Sunline Transit Agency and Cathedral City. Please
feel free to contact itran(a�sunline.orq or (760) 343-3456 ext. 1504 if you have any
questions.
Sincerely,
G2 � I�C �
Maricela Partida,
Contracts Assistant
3 32 505 Harry Oliver Trail, Thousand Pa/rns. California 92276 Phone 760 343-3456 Fax 760 343 1936 an a.sun;ine org
AGREEMENT BETWEEN CITY OF CATHEDRAL CITY AND SUNLINE TRANSIT
AGENCY CONCERNING ADVERTISING INSTALLATION AND MAINTENANCE
RELATED TO BUS SHELTERS
This Agreement is made and entered into this 24th day of January, 2018, by
and between SunLine Transit Agency ("SunLine"), a California joint powers authority and
the City of Cathedral City ("City"), a California municipal corporation.
SunLine is a government entity composed of and represented by the County of
Riverside and the cities of Desert Hot Springs, Palm Springs, Cathedral City, Rancho
Mirage, Palm Desert, Indian Wells, La Quinta, Indio, and Coachella. The Board of
Directors of SunLine is composed of one elected official from each of its member entities.
} SunLine is the public transit provider for the City which enables both its citizens
and visitors to enjoy a safe, reliable, nonpolluting mode of public transportation. SunLine's
installation and maintenance of bus shelters in the City provides great benefit to citizens
and visitors alike by providing clean sheltered places for travelers to wait for public
transportation services. The placement of shelters within the City also provides an
amenity of great benefit to the elderly and to senior citizens within the City.
SunLine owns certain advertising bus shelters within the City and wishes to provide
for continued advertising in such shelters.
Revenue from advertising enables SunLine to install new additional shelters as a
transit amenity at no cost to the public. Advertising revenue also pays for maintenance of
shelters and for additional transit services at no cost to the public.
SunLine and City are now desirous of entering into an agreement with regard to
the placement of present and future shelters and to provide for continued advertising in
such shelters.
NOW, THEREFORE, the parties hereto agree as follows:
GENERAL TERMS
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.
1.02 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.
II.
COMPENSATION
2.01 For each shelter that displays paid advertising, SunLine shall pay to City the
sum of $25 per month per paid panel from advertising revenue for use of the public right
of way. Payments are due quarterly, with payments due within 45 days of the close of the
preceding quarter.
III.
DURATION
3.01 The term of this Agreement shall be for a period of five (5) years
commencing on the date first ascribed above.
3.02 Either party may terminate this agreement upon thirty (30) days written
notice to the other party. In the event this Agreement is terminated, the City may require
SunLine to remove any or all paid advertisements from SunLine bus shelters within the
City after the expiration or termination of any contracts between SunLine and third parties
for such advertisements. All SunLine bus shelters that were installed with appropriate City
permits and approvals shall be allowed to remain in place despite the termination of this
Agreement.
IV.
INSURANCE
4.01 SunLine shall ensure the full repair or replacement of all shelters in the City
as well as required appurtenances thereto during the entire term of this Agreement and
any extensions thereof.
V.
SPECIAL PROVISIONS
5.01 It is SunLine's intent to illuminate all shelters during hours of darkness
whenever possible and SunLine agrees to utilize its best efforts to accomplish
illumination. However, the City acknowledges that illumination is not always feasible and
agrees that SunLine is excused from providing illumination in such cases. If shelters are
equipped with pay telephones, such phones shall be capable of access to emergency
lines (911) without first depositing a coin or coins. If in the City's opinion, any particular
telephone created a problem in any respect, the City shall have the right to order restricted
use or removal of the telephone from a particular shelter. The City recognizes that GTE
or other telephone vendor has the right to remove phones for business reasons, or to
decline to install service at certain locations. SunLine and the City shall jointly approve
the placement of any vending machines in any shelter in the City. No vending machine
will be placed without the approval of both City and SunLine.
5.02 SunLine shall, upon at least 30 days' written notice, provide for the
relocation or removal of any shelter at any time the City requires use of the right of way
upon which any shelter is situated, whether for street or sidewalk realignment, street,
highway, or utility line repairs, or for any other lawful purpose, and whether such removal
or relocation is temporary or permanent. Upon a determination by the City that urgency
dictates removal in a shorter period of time, SunLine shall act within ten (10) days to
cause removal of the shelter if reasonably feasible.
5.03 City shall ensure that the cost of removal or relocation of shelters within the
right of way is included in the budget of projects where such removal or relocation is
required. In any case where the cost is included, SunLine shall be reimbursed for
relocation or removal costs referenced in paragraph 5.02. In any case where the cost has
not been budgeted, SunLine and the City shall negotiate and endeavor to agree upon an
arrangement to share in the cost of removal or replacement of any shelter as provided
under paragraph 5.02.
5.04 The City reserves the right to require conformity with design review
standards, including site plan review showing actual physical locations with setbacks,
sidewalk space remaining, adequate distances from corners and from driveways. All such
features must be satisfactory to the City and to SunLine and shall be in compliance with
the Americans with Disabilities Act ("ADA") and with Federal Transit Administration
("FTA") requirements. SunLine shall provide an adequate cement pad under shelters.
Within the limits imposed by the FTA and the ADA, the City shall have the right to approve
or deny approval to any particular design as to its specific site plan and location, including
the right to specify a particular design for a specific location.
5.05 The parties acknowledge and agree that ADA and FTA requirements as to
the configuration and approach to newly installed bus shelters may be extremely costly,
depending upon the existing condition of the planned location and the adjoining or existing
access features. In the event that the City requests placement of a bus shelter in an area
that requires substantial expenditures in order to comply with the ADA and with FTA
requirements, the City will be requested by SunLine to bear all or a major portion of the
costs of installation. The parties shall cooperate in placement of shelters and in the
negotiation of costs required to accommodate ADA and with FTA requirements.
VI.
MISCELLANEOUS PROVISIONS
6.01 Attorneys' Fees
In any dispute between the parties 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 which dismisses an action for recovery in exchange for sums allegedly due, or in
exchange for performance for covenants allegedly breached, or in exchange for
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.
6.02 Entire Agreement
This Agreement contains the entire agreement of the parties relating to the rights
granted and the obligations assumed herein. Any oral representations or modifications
concerning this instrument shall have no force or effect unless contained in a subsequent
written modification signed by the parties.
6.03 Indemnity
SunLine shall indemnify, defend, and hold harmless the City, and its elected
officials, officers, employees, agents, and representatives, against all liability, demands,
claims, costs, losses, damages, recoveries, settlements, and expenses (including
interest, penalties, attorney fees, expert witness fees, costs, and expenses) incurred by
the City, known or unknown, contingent or otherwise, directly or indirectly arising from or
related to any suit, action or claim that may arise from SunLine's performance under this
Agreement.
The City shall indemnify, defend, and hold harmless SunLine, and its board of
directors, officers, employees, agents, and representatives, against all liability, demands,
claims, costs, losses, damages, recoveries, settlements, and expenses (including
interest, penalties, attorney fees, expert witness fees, costs, and expenses) incurred by
SunLine, known or unknown, contingent or otherwise, directly or indirectly arising from or
related to any suit, action or claim that may arise from City's performance under this
Agreement.
6.04 Counterparts
This Agreement may be executed in counterparts, which shall be treated as
ti
originals in all respects.
6.05 This Agreement is entered into at Riverside County, California.
6.06 This Agreement shall not be construed in any way to create a partnership
or joint venture in any respect between SunLine and the City, or between City and any
contractor of SunLine or any of SunLine's remaining member entities. SunLine is acting
purely as an independent contractor and not as an officer, agent, partner, joint venture
and/or employee of City.
6.07 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. Unless otherwise specified,
time limits based upon notice shall be computed from the date of mailing. Notices shall
be directed to the following addresses:
Lauren Skiver Charlie McClendon
CEO/General Manager City Manager
SunLine Transit Agency City of Cathedral City
32-505 Harry Oliver Trail 68-700 Avenida Lalo Guerrero
Thousand Palms, CA 92276 Cathedral City, CA 92234
Either party may change its address for notice purposes by giving notice to the
other, provided that the address change will not be effective until 10 days after notice of
the change.
6.08 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 consent shall be void.
6.09 Headings
The title 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 written above.
£gip,
SUNLINE TRANSIT AGENCY
DATED: By:
Lau en Skiver
C0/General Manager
APPROVED AS TO FO :
By:
Eric . Vail
General Counsel for
SunLine Transit Agency
CITY OF CATHEDRAL CITY
DAT attnukUvN 2A-1701?) By.
City Manager
ATTEST:
By: �. '`v, • /
City Clerk
APPROVED AS TO FO' :
By:
City Attorney