HomeMy WebLinkAbout03071 - SUNLINE TRANSIT AGENCY BUS SHELTERSI Sunline Transit Agency
Bus Shelters - Install & Mntce
AGREEMENT #3071
M04939, 2-5-92
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CONTRACT SERVICES AGREEMENT FOR
INSTALLATION AND MAINTENANCE OF BUS SHELTERS
THIS CONTRACT SERVICES AGREEMENT (herein "Agreement" ) ,
is made and entered into to be effective as of September 1,
1991 by and between the CITY OF PALM SPRINGS, a municipal
corporation, (herein "City" ) , and SUNLINE TRANSIT AGENCY, a
joint powers authority (herein "SunLine" ) .
R E C I T A L S
A. On December 8, 1987 , SunLine and SunRise Media, a
California general partnership, ( "SunRise" ) entered into an
Agreement, which agreement was amended on December 8, 1987 ,
( "Shelter Agreement" ) pursuant to which SunRise agreed to
install and maintain bus shelters for SunLine as more
particularly described therein. The Shelter Agreement is
attached hereto as Exhibit "A" .
B. On April 20, 1989 , the parties hereto entered into
that certain Agreement Between the City of Palm Springs and
SunLine Transit Agency Concerning Installation and
Maintenance of Bus Shelters Pilot Program, which agreement
was amended on or about July 11, 1990 ( "Pilot Agreement" ) ,
pursuant to which the City agreed to allow bus shelters to be
constructed within the City as more particularly provided
therein.
C. Since the Pilot Agreement expired as of
September 1, 1991, the parties hereto desire to enter into
this Agreement to provide the installation and maintenance of
bus shelters within the boundaries of the City of Palm
Springs, as more particularly set forth herein.
NOW, THEREFORE, the parties hereto agree as follows :
1 .0 SERVICES OF SUNLINE
1.1 Installa.tion of Bus Shelters. The City
hereby grants to SunLine the right to construct, erect,
install, repair , maintain, illuminate and insure a total of
one hundred ( 100 ) bus shelters within the jurisdiction
of the City of Palm Springs ( "Shelters" ) , including the
twenty ( 20) Shelters previously installed pursuant to the
Pilot Agreement, upon the terms and conditions set
forth herein, including, but not limited to the following :
2/383/014084-0001/143 2/4/92
(a) At least one ( 1 ) Shelter , at a location to be
designated by the City, shall not contain advertising .
(b) The location of each Shelter must be approved
in advance by the City.
(c) Each Shelter shall comply with all applicable
federal, state and local laws, ordinances, rules and
regulations, including, but not limited to, building
codes and vehicular codes . All fees, costs , and permit
charges regularly assessed by the City shall be paid to
the City.
(d) Appropriate easements , encroachment permits,
licenses and/or rights-of-way for the location of the
Shelter shall have been obtained.
(e) The design of the Shelters must comply with
the design standards of the City. Any such Shelter
located in the City ' s Central Business District shall be
reviewed in accordance with such additional design
standards as are applicable to that area and shall be
approved by the City Manager . SunLine shall submit a
site plan for each Shelter depicting the actual physical
location of the Shelter along with setbacks, sidewalk
space, distances from street corners and driveways and
the like. All utilities servicing each Shelter must be
undergrounded.
( f) Each Shelter shall be illuminated during the
hours of bus service at the location of the Shelter .
(g) Each Shelter shall be equipped with pay
telephones with access to emergency lines ( i . e. 911 )
without first depositing money, unless the telephone
service provider states in writing that it is not
reasonably possible to place a telephone at the Shelter
location or the City requests that the telephones not be
installed or be removed.
(h) No vending machines of any kind shall be
installed or maintained in the Shelters .
1 . 2 Enforcement of Shelter Agreement . SunLine
hereby agrees to diligently pursue the enforcement of
SunRise ' s duties and obligations under the Shelter Agreement .
SunLine hereby agrees to enforce the terms of the Agreement
applicable to the Shelters as directed by the City,
including, but not limited to, the provisions of the Shelter
Agreement relating to ( i ) auditing the books and records of
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SunRise; ( ii ) repairing and maintaining the Shelters; ( iii)
procuring of insurance and performance bonds; ( iv) locating,
installing and removing the Shelters ; and (v) advertising in
the Shelters. The failure of SunLine to enforce the Shelter
Agreement as required herein shall be a material breach of
this Agreement.
1. 3 Advertising. The City shall have the right to
require SunLine to remove or to cause SunRise to remove any
advertising located in any Shelter, at the City' s sole and
absolute discretion. The City and SunLine shall share
equally any unsold advertising panels located in a Shelter ,
as mutually agreed by City and SunLine. SunRise shall not
remove any of the City' s advertising without providing the
City with thirty ( 30 ) days advance written notice of said
removal .
1. 4 Removal of Shelters. Upon thirty ( 30 ) days
advance written notice from the City, SunLine shall cause a
Shelter to be removed or relocated at any time the City
requires the use of the area upon which a Shelter is located.
In the event of an emergency, as determined by the City,
SunLine shall remove or relocate the Shelter upon such
shorter time period as reasonably requested by the City.
1. 5 Repair and Maintenance of Shelters . In the
event SunRise fails to repair or maintain the Shelters as
required under the Shelter Agreement, the City shall have the
right to repair or maintain the Shelters as reasonably deemed
necessary by the City upon providing SunLine with twenty-four
( 24) hours advance written notice of the City ' s intent to
repair or maintain the Shelter . SunLine shall reimburse the
City for the cost incurred by the City to perform said repair
or maintenance. SunLine shall pay said amounts within thirty
( 30 ) days of receiving an invoice from the City therefor .
1.6 Further Responsibilities of Parties . Both
parties agree to use reasonable care and diligence to perform
their respective obligations under this Agreement . Both
parties agree to act in good faith to execute all
instruments, prepare a].1 documents and take all actions as
may be reasonably necessary to carry out the purposes of this
Agreement. Unless hereafter specified, neither party shall
be responsible for the service of the other .
2 . 0 COMPENSATION
2. 1 Payments to City. SunLine hereby agrees to
pay the City an amount equal to fifty percent ( 50%) of the
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gross receipts received by SunLine from SunRise under the
Shelter Agreement for the Shelters.
2 . 2 Method of Payment . SunLine shall pay the City
the amounts specified in Section 2 . 1 on or before April 1 ,
1992 for all amounts payable to the City from the
commencement of this Agreement through March 31, 1992 .
Payments for each calendar quarter thereafter shall be paid
to the City within thirty ( 30) days after the end of the
calendar quarter . Each payment shall be accompanied with a
copy of the accounting provided to SunLine by SunRise.
3. 0 TERM
3 . 1 Initial Term. The initial term of this
Agreement shall commence on September 1, 1991 and shall
terminate on December 31, 1995.
3 . 2 Option to Extend Term. The City shall have
the right to extend the term of this Agreement for an
additional five ( 5) years by providing SunLine with written
notice of its intention to extend prior to the expiration of
the initial term; provided that, if SunLine fails to exercise
its option to extend the term of the Shelter Agreement, the
extended term shall terminate on December 7, 1997 . On the
expiration of the extended term or , if the City does not
exercise its option to extend, the expiration of the initial
term, Sunline shall immediately remove the Shelters, as
provided in the Shelter Agreement.
4.0 COORDINATION OF WORK
4 .1 Representative of SunLine. The General
Manager of SunLine is hereby designated as being the
representative of SunLine authorized to act in its behalf
with respect to the work specified herein and make all
decisions in connection therewith.
4 . 2 Contract Officer . The Contract Officer shall
be such person as may be designated by the City Manager of
City. It shall be SunLine ' s responsibility to assure that
the Contract Officer is kept informed of the progress of the
performance of the services and SunLine shall refer any
decisions which must be made by City to the Contract Officer .
Unless otherwise specified herein, any approval of City
required hereunder shall mean the approval of the Contract
Officer . The Contract Officer shall have authority to sign
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all documents on behalf of the City required hereunder to
carry out the terms of this Agreement .
4 . 3 Prohibition Against Subcontracting or
Assignment. SunLine shall not contract with any other entity
to perform in whole or in part the services required
hereunder without the express written approval of the City.
In addition, neither this Agreement nor any interest herein
may be transferred, assigned, conveyed, hypothecated or
encumbered voluntarily or by operation of law, whether for
the benefit of creditors or otherwise, without the prior
written approval of City. In the event of any such
unapproved transfer, including any bankruptcy proceeding,
this Agreement shall be void. No approved transfer shall
release SunLine or any surety of SunLine of any liability
hereunder without the express consent of City.
4. 4 Independent Contractor . Neither the City nor
any of its employees shall have any control over the manner,
mode or means by which ;SunLine or SunRise, their agents or
employees, perform the services required herein, except as
otherwise set forth herein. City shall have no voice in the
selection, discharge, supervision or control of SunLine or
SunRise' s employees, servants, representatives or agents, or
in fixing their number, compensation or hours of service.
SunLine and SunRise shall perform all services required
herein as an independent contractor of City and shall remain
at all times as to City .a wholly independent contractor with
only such obligations as are consistent with that role.
SunLine and SunRise shall not at any time or in any manner
represent that it or any of its agents or employees are
agents or employees of City. City shall not in any way or
for any purpose become or be deemed to be a partner of
SunLine or SunRise in its business or otherwise or a joint
venturer or a member of .any joint enterprise with SunLine or
Sunrise.
5.0 INSURANCE, INDEMNIFICATION AND BONDS
5. 1 Insurance. SunLine shall cause the City to be
named as additional insured to all policies of insurance
required in the Shelter Agreement .
5 .2 Indemnification. SunLine agrees to indemnify
the City, its officers, agents and employees against , and
will hold and save them and each of them harmless from, any
and all actions, suits, claims, damages to persons or
property, losses, costs, penalties , obligations, errors,
omissions or liabilities, (herein "claims or liabilities" )
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that may be asserted or claimed by any person, firm or entity
arising out of or in connection with the negligent
performance of the work„ operations or activities of SunLine,
SunRise, their respective agents, employees , subcontractors ,
or invitees, provided for herein, or arising from the
negligent acts or omissions of SunLine or SunRise hereunder ,
or arising from SunLine or SunRise ' s negligent performance of
or failure to perform any term, provision covenant or
condition of this Agreement, whether or not there is
concurrent passive or active negligence on the part of the
City, its officers, agents or employees but excluding such
claims or liabilities arising from the sole negligence or
willful misconduct of the City, its officers, agents or
employees, who are directly responsible to the City, and in
connection therewith:
(a) SunLine will defend any action or actions
filed in connection with any of said claims or
liabilities and will pay all costs and expenses,
including legal costs and attorneys ' fees incurred in
connection therewith;
(b) SunLine will promptly pay any judgment
rendered against the City, its officers, agents or
employees for any :such claims or liabilities arising out
of or in connection with said claims or liabilities and
SunLine agrees to save and hold the City, its officers,
agents, and employees harmless therefrom;
(c) In the event the City, its officers, agents or
employees is made a party to any action or proceeding
relating to said claims or liabilities, SunLine agrees
to pay to the City, its officers, agents or employees,
any and all costs ,and expenses incurred by the City, its
officers, agents or employees in such action or
proceeding, including but not limited to, legal costs
and attorneys ' fees .
6.0 RECORDS AND REPORTS
6 . 1 Reports. SunLine shall periodically prepare
and submit to the Contract Officer such reports concerning
the performance of the services required by this Agreement as
the Contract Officer shall reasonably request .
6. 2 Records . SunLine shall keep, and require
subcontractors to keep, such books and records as shall be
necessary to perform the services required by this Agreement
and enable the Contract Officer to evaluate the performance
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of such services. The Contract Officer shall have full and
free access to such books and records at all times during
normal business hours of City, including the right to
inspect, copy, audit and make records and transcripts from
such records . Such records shall be maintained for a period
of three ( 3) years following completion of the services
hereunder , and the City shall have access to such records in
the event any audit is required.
7 . 0 ENFORCEMENT OF AGREEMENT
7 .1 California Law. This Agreement shall be
construed and interpreted both as to validity and to
performance of the parties in accordance with the laws of the
State of California. Legal actions concerning any dispute,
claim or matter arising out of or in relation to this
Agreement shall be instituted in the Superior Court of the
County of Riverside, State of California, or any other
appropriate court in such county, and SunLine covenants and
agrees to submit to the personal jurisdiction of such court
in the event of such action.
7 . 2 Disputes . In the event of any dispute arising
under this Agreement, the injured party shall notify the
injuring party in writing of its contentions by submitting a
claim therefor . The injured party shall continue performing
its obligations hereunder so long as the injuring party
commences to cure such default within ten (10 ) days of
service of such notice and completes the cure of such default
within forty-five ( 45) days after service of the notice, or
such longer period as may be permitted by the injured party;
provided that if the default is an immediate danger to the
health, safety and general welfare, such immediate action may
be necessary. Compliance with the provisions of this Section
shall be a condition precedent to termination of this
Agreement for cause and to any legal action, and such
compliance shall not be a waiver of any party' s right to take
legal action in the event that the dispute is not cured.
7 .3 Waiver . No delay or omission in the exercise
of any right or remedy by a nondefaulting party on any
default shall impair such right or remedy or be construed as
a waiver . A party' s consent to or approval of any act by the
other party requiring the party ' s consent or approval shall
not be deemed to waive or render unnecessary the other
party' s consent to or approval of any subsequent act . Any
waiver by either party of any default must be in writing and
shall not be a waiver of any other default concerning the
same or any other provision of this Agreement .
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7 . 4 Rights and Remedies are Cumulative. Except
with respect to rights and remedies expressly declared to be
exclusive in this Agreement, the rights and remedies of the
parties are cumulative .and the exercise by either party of
one or more of such rights or remedies shall not preclude the
exercise by it, at the same or different times, of any other
rights or remedies for the same default or any other default
by the other party.
7 . 5 Legal Action. In addition to any other rights
or remedies, either party may take legal action, in law or in
equity, to cure, correct or remedy any default, to recover
damages for any default, to compel specific performance of
this Agreement, to obtain declaratory or injunctive relief,
or to obtain any other remedy consistent with the purposes of
this Agreement.
7 . 6 Termination for Default of SunLine. If
termination is due to the failure of SunLine to fulfill its
obligations under this Agreement, City may, after compliance
with the provisions of Election 7 . 2, pursue any remedy it may
have under the laws of the State of California.
7 .7 Attorneys ' Fees. If either party to this
Agreement is required to initiate or defend or made a party
to any action or proceeding in any way connected with this
Agreement, the prevailing party in such action or proceeding,
in addition to any other relief which may be granted, whether
legal or equitable, shall be entitled to reasonable
attorney' s fees . Attorney' s fees shall include attorney' s
fees on any appeal, and in addition a party entitled to
attorney ' s fees shall be entitled to all other reasonable
costs for investigating such action, taking depositions and
discovery and all other necessary costs the court allows
which are incurred in such litigation. All such fees shall
be deemed to have accrued on commencement of such action and
shall be enforceable whether or not such action is prosecuted
to judgment.
8. 0 CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 Non-liability of City Officers and Employees .
No officer or employee of the City shall be personally liable
to SunLine, or any successor in interest, in the event of any
default or breach by the City or for any amount which may
become due to SunLine or to its successor, or for breach of
any obligation of the terms of this Agreement .
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8 . 2 Conflict of Interest . No officer or employee
of the City shall have any financial interest, direct or
indirect, in this Agreement nor shall any such officer or
employee participate in any decision relating to the
Agreement which effects his financial interest or the
financial interest of any corporation, partnership or
association in which he is, directly or indirectly,
interested, in violation of any State statute or regulation.
SunLine warrants that it has not paid or given and will not
pay or give any third party any money or other consideration
for obtaining this Agreement.
8. 3 Covenant Against Discrimination. SunLine
covenants that , by and for itself, its heirs, executors,
assigns, and all persons claiming under or through them, that
there shall be no discrimination against or segregation of,
any person or group of persons on account of race, color,
creed, religion, sex, marital status, national origin, or
ancestry in the performance of this Agreement . SunLine shall
take affirmative action to insure that applicants are
employed and that employees are treated during employment
without regard to their, race, color , creed, religion, sex,
marital status , national, origin, or ancestry.
9 . 0 MISCELLANEOUS PROVISIONS
9 . 1 Notice. Any notice, demand, request,
document, consent, approval, or communication either party
desires or is required to give to the other party or any
other person shall be in writing and either served personally
or sent by prepaid, first-class mail, in the case of the
City, to the City Manager and to the attention of the
Contract Officer, CITY OF PALM SPRINGS, P.O. Box 2743, Palm
Springs, California 92263, and in the case of SunLine, to the
person at the address designated on the execution page of
this Agreement. Either party may change its address by
notifying the other party of the change of address in
writing. Notice shall be deemed communicated at the time
personally delivered or in seventy-two (72) hours from the
time of mailing if mailed as provided in this Section.
9 . 2 Integrati.on. The terms of this Agreement
shall be construed in accordance with the meaning of the
language used and shall not be construed for or against
either party by reason of the authorship of this Agreement or
any other rule of construction which might otherwise apply.
9 . 3 Integration; Amendment . It is understood that
there are no oral agreements between the parties hereto
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affecting this Agreement and this Agreement supersedes and
cancels any and all previous negotiations, arrangements ,
agreements and understandings , if any, between the parties,
and none shall be used to interpret this Agreement. This
Agreement may be amended at any time by the mutual consent of
the parties by an instrument in writing .
9 . 4 Severabil.ity. In the event that any one or
more of the phrases, sentences, clauses, paragraphs , or
sections contained in this Agreement shall be declared
invalid or unenforceable by a valid judgment or decree of a
court of competent jurisdiction, such invalidity or
unenforceability shall not effect any of the remaining
phrases, sentences, clauses , paragraphs, or sections of this
Agreement which are hereby declared as severable and shall be
interpreted to carry out the intent of the parties hereunder
unless the invalid provision is so material that its
invalidity deprives either party of the basic benefit of
their bargain or renders this Agreement meaningless.
9. 5 Sign district_. The advertising placed in the
Shelters shall be considered an allowable use under Section
0 .05 .C.8 of Zoning Ordinance of the City.
`13/F'�6 IN WITNESS WHEREOF, the parties have executed and
entered into this Agreement to be effective as of the date
first written above.
ATTEST: CITY PALM SPRING ,
a m icipal corpora io
By By:
`i ty/ Clerk City7aeF
APPROVED AS TO FORM:
RUTAN & TUCKER
APPROVED BY THE CITY 6iQlit"IGL
Da fd i
David J\_Aieshire, Esq.
City Attorney
[Signatures continued on next page. ]
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CONTRACTOR:
SUNLINE TRANSIT AGENCY, ' a joint
powers authority
By:
Name: Richard Cromwell III
Title: General Manager
By:
Name:
Title:
Address:
P.O. Box 398
32-505 Harry Oliver Trail
Thousand Palms, CA 92276
REVIEWED AND APPROVED:
SUNRISE MEDIA, ah.California
general� artne�
f/i
(%IA V V- 1 �q'o ES
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i
AGREEMENT
THIS AGREEMENT, made and entered into this 8th day of
December , 1987 , by and between the SunLine Transit Agency,
hereinafter referred to as "SunLine" and SunRise Media, hereinafter
referred to as "SunRise" .
WHEREAS, SunLine is a Joint Powers Entity created pursuant to
the laws of the State of California and is operating a public bus
transportation service within the Coachella Valley of Southern
California, and consists of Cathedral City, Coachella, Desert Hot
Springs, Indio, La Quinta, Palm Desert, Palm Springs, Rancho
Mirage, and Riverside County, and
WHEREAS , SunLine is a separate legal entity apart from its
member entities, and,
WHEREAS , SunRise is a California General Partnership and is
engaged in the business of placing passenger waiting shelters at
bus stop locations and seeking advertising revenues therefrom,
and
WHEREAS , it is mutually advantageous for SunLine and SunRise
to enter into an agreement which would seek to improve transit
amenities within the Coachella Valley by adding to the number of
available bus shelters, and
WHEREAS, SunRise is desirous of having SunLine exclusively
endorse SunRise to place bus shelters in th=_ Coachella Valley, and
WHEREAS, SunRise is aware that the erection of any bus
shelters within the boundaries of any individual members of SunLine
would have to be in compliance, as determined by that member
entity, with its applicable building code ordinances, architectural
review ordinances, sign ordinances, and all other applicable
ordinances of that member entity.
NOW THEREFORE, and in consideration of the mutual promises,
covenants and conditions herein contained, the parties hereto agree
as follows:
ARTICLE I
COMPENSATION
1. 1 RATE OF COMPENSATION: For each bus shelter placed in an
member entity of SunLine, and approved by that member entity,
SunRise shall pay to SunLine a sum of money equal to Fifty Dollars
($50 . 00) per shelter, per month or Fifteen Percent (150) of the
applicable gross advertising monies, whichever is greater. For
Exhibit "A" Page -1 P�
purposes of this Agreement, gross advertising monies received shall
be defined as all monies received by SunRise for the selling of
advertising space, on each bus shelter together with all other
revenues and/or concession income received by SunRise in connection
with the operation of the Shelters. This additional income, shall
include but not be limited to any fees and/or payments received for
vending machine concessions, telephone concessions, and the like.
Any commissions paid to any advertising agency not related or
affiliated with SunRise for the placement of advertising on the bus
shelter shall be excluded, provided, however, any commission paid
to any affiliate of SunRise which is a reasonable and customary
amount for the advertising business shall also be so excluded. In
addition to this base amount, SunRise shall further pay to SunLine,
the following:
(a) In the event sixty to sixty-nine percent of the
total advertising space on all shelters is occupied with
advertising, in any respect, then SunRise shall pay to SunLine,
Fifty ($50 . 00) dollars per shelter per/month, or Sixteen (16%)
percent of gross advertising money, whichever is greater.
(b) In the event seventy to seventy-nine percent of
the total advertising space on all shelters is occupied with
advertising, in any respect, then SunRise shall pay to SunLine,
Fifty ($50 . 00) dollars per shelter per/month, or Seventeen (17%)
percent of gross advertising money, whichever is greater.
(c) In the event eighty to eighty-nine percent of
the total advertising space on all shelters is occupied with
advertising, in any respect, then SunRise shall pay to SunLine,
Fifty ($50 . 00) dollars per shelter-per/month, or Eighteen (18%)
percent of gross advertising money, whichever is greater.
(d) In the event ninety to one hundred percent of
the total advertising space on all shelters is occupied with
advertising, in any respect, then SunRise shall pay to SunLine,
Fifty ($50. 00) dollars per shelter per/month, or Nineteen (19%)
percent of gross advertising money, whichever is greater.
(a) In the event one hundred percent of the total
advertising space on all shelters is occupied with advertising, in
any respect, then SunRise shall pay to SunLine, Fifty ($50. 00) ,-
dollars per shelter per/month, or Twenty (20%) percent of gross
advertising money, whichever is greater.
To clarify the calculation of revenue, as an
example, SunLine will always receive a minimum of fifty ($50)
dollars per shelter per month. If SunRise is operating at eighty
(80%) percent occupancy on cash revenue, and ten (10%) percent -
occupancy on trade revenue, 'the basis for calculating the per-
centage due SunLine would be the total of the eighty (80%) percent
cash and ten (10%) percent tirade, or a total of ninety (90%)
percent. Using the ninety (90%) percent, in this example, SunLine
Exhibit "A" Page 2
�s
would receive nineteen (19%) percent of the net cash portion as the
fee for that month, predicated on it being greater than the
minimum.
There shall be added to the definition of gross
advertising monies, all advertising revenue, whether consisting of
money, or other consideration, all such non-cash sums or value
received in excess of twenty (20%) percent of the gross advertising
monies for the first three years of this Agreement. After the
first three (3) years of the: Agreement, all such non-cash sums or
value received in excess of fifteen (15%) percent of the gross
advertising monies shall be applicable.
1. 2 APPLICABLE REVENUE RATE: It is agreed that the afore-
mentioned revenue schedule will be applicable for any SunLine
member Agency that has officially accepted shelters . Further, it is
agreed that the above revenue schedule will be applicable to any
shelter that has been placed for a period of 12 months or more,
notwithstanding whether the SunLine member Agency has agreed to
long-term placements of shelters.
SunRise agrees to compensate SunLine $50 per shelter per month
for any shelter placed in a SunLine member entity that has not
agreed to long-term placement but has agreed to the placement of
any shelter for a "pilot" program. The pilot program revenue
schedule will be limited to a 12 month period for any placement.
After a twelve month period all revenue will be based on the
"permanent" placement schedules.
1. 3 ACCOUNTING: SunRise shall furnish to SunLine all
relevant financial information with regards to each bus shelter in
each SunLine member entity and the advertising revenues derived
therefrom. This information shall be provided to SunLine on a
quarterly basis within fifteen (15) days after the close of each
calendar quarter.
1.4 TIME OF COMPENSATION: The compensation due SunLine shall
be paid quarterly, within fifteen (15) days following the end of
each calendar quarter.
1. 5 AUDIT: All documents, books and accounting records 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
and observe the operation of the business so that accuracy of the
above records can be confirmed. If the report of gross advertising
receipts made by SunRise to ,SunLine should be found to be less than
the amount of gross advertising receipts--disclosed by such audit
and observation, SunRise shall pay the delinquent amount within
thirty (30) days of billing 'thereof. . If the additional amount due
exceeds two percent of the gross advertising receipts and if, in
the sole opinion of SunLine, there is no reasonable basis for the
failure to report and pay thereon, Sunrise shall also pay the cost
Exhibit "A" Page 3
of the audit. All information obtained in connection with SunLine
inspections of records or audit shall be treated as confidential
information and exempt from public disclosure thereof.
ARTICLE II
TERM
2 . 1 TERM: The term of this agreement shall be for a period
of ten (10) years. However, SunLine, upon thirty (30) days advance
notice, prior to expiration of this initial term, or the extended
term, if applicable may at its option, elect to extend the term of
this agreement for each of two (2) additional five (5) year
periods, by giving notice thirty (30) days in advance of the
expiration of the term. In the event SunLine fails to exercise its
right to extend this agreement as herein set forth, this agreement
shall terminate, provided however, that SunRise shall have the
right to extend this agreement after the initial ten (10) year term
as follows :
(a) In the event that SunRise, has at any time during the
initial term of this agreement, in excess of two hundred (200)
shelters in place, with advertising thereon, the SunRise shall have
the option upon giving notice to extend the term of this agreement
for an additional three (3) years, for each additional fifty (50)
shelters in place with advertising located thereon. However,
SunRise may not extend the initial ten (10) year term of this
agreement beyond a total of ten (10) additional years.
ARTICLE III
DESIGN CRITERIA
3 . 1 SHELTER DESIGN: All shelters and related amenities shall
be designed and constructed in accordance with and in conformity
with plans submitted to and approved by SunLine, up to and
including the removable and storage of glass during the summer
months, if so desired by SunLine. Further, said plans shall be
submitted and approved by each member entity of SunLine in which
said shelters are to be placed. Structural integrity of the design
is the responsibility of SunRise.
3 . 2 ROUTINE SHELTER MAINTENANCE: All routine shelter
maintenance shall be performed by crews of SunRise based in the
Coachella Valley. This is to insure prompt and timely maintenance
of said shelters. SunRise shall clean each shelter a minimum of
once per week. At--each maintenance visit, SunRise shall, as
required, clean, wash and remove all graffiti, stickers, posters,
litter, dust, sand, dirt and weeds from the shelter to include
fifteen (15) feet in circumference of the shelter. The shelter
shall be maintained in "like new" condition. Should SunLine find
shelters that have not been adequately cleaned, SunRise will
Exhibit "A" Page 4
respond within twenty-four (24) hours after notification and ensure
that the aforementioned shelter is adequately cleaned. If SunRise
fails to perform adequate and timely maintenance SunLine may use
its own personnel to perform necessary maintenance. In that event,
the cost of work performed by SunLine including currently effective
percentages added to total salaries, wages, and equipment costs to
cover overhead, administration, and depreciation will be charged
against SunRise. SunRise hereby agrees to promptly pay any such
costs upon billing thereof by SunLine.
3 . 3 SHELTER REPAIR: SunRise shall further provide that any
and all broken glass and/or damaged or defaced shelters shall be
corrected and repaired immediately, but in no event longer than
four (4) hours from receipt of telephonic notification by SunLine
during the hours of 8 : 00 A.M. to 5: 00 P.M. Monday through Friday,
unless such above described damage or defacement, renders the
shelter dangerous in which event SunRise shall respond immediately,
even if said event takes place on a Saturday or Sunday. In the
event SunRise fails to promptly take corrective action to complete
any repairs and/or maintenance, or in the event SunLine is unable
to contact SunRise by telephone to advise them of the need
therefore, SunLine may repair and/or maintain the shelter
immediately. SunRise agrees to reimburse SunLine, upon demand, for
any and all costs and/or expenses incurred in repair and/or
maintenance.
3 . 4 FAILURE TO MEET DESIGN AND/OR MAINTENANCE REQUIREMENTS :
In the event SunRise fails to meet or comply with any of the
requirements set forth in ARTICLE III, with regard to design,
maintenance and/or repair, then said shelters may be immediately
removed by SunLine.
3 . 5 TRASH COLLECTION AND REMOVAL: All shelters shall have
self-contained trash receptacles with SunRise to provide for trash
removal. Trash removal shall take place at a time sufficiently
adequate to ensure and preclude no overflowing of any trash
receptacle or containers.
3 . 6 UTILITIES: All shelters are to have the passenger
waiting area illuminated every night of the week all hours that
SunLine is operating. The arrangements for and cost of continuing
utilities to each site is the responsibility of SunRise.
3 . 7 VANDALISM: In the event a shelter is consistently
subjected to vandalism, and SunRise incurs an unreasonable amount
of expenses to maintain such shelter, then upon the approval of
SunLine, SunRise may be able to move that shelter to a new location
approved by SunLine and any applicable member entity. In the event
_ SunLine and SunRise cannot agree upon what is a substantial amount
of vandalism, the parties agree that in the event the shelter
expenses incurred in repairing vandalism exceed three (3) times the
cost of maintaining the average shelter for a twelve (12) month
period commencing January 1 of each calendar year for that shelter,
then the parties agree that the shelter may be moved.
Exhibit "A" Page 5 N
ARTICLE IV
SITE DEVELOPMENT
4 . 1 PERMITS: SunRise shall be responsible for all costs,
including building permits in compliance with all applicable local
governmental entity ordinances and regulations, as well as any
state and/or federal requirements associated with site development
and the construction of this shelter. Further, SunRise will
provide SunLine with copies of all building permits/encroachment
permits, and all other permits required by each applicable
governmental entity prior to proceeding with construction.
4 . 2 EXISTING SUNLINE AMENITIES : It is agreed that SunRise
will move any SunLine amenities that are on a site that is to be
used for a SunRise shelter. The amenities are to be moved to a
site determined by SunLine, at no cost to SunLine.
4 . 3 SERVICE REALIGNMENT: Should SunLine alter its service
thereby necessitating the removal/movement of shelters along a
given route, the realignment would be made by SunRise at no cost to
SunLine. Further, all former locations would be restored to their
original condition.
ARTICLE V
INSURANCE
5 . 1 INSURANCE REQUIREMENTS: SunRise shall submit to SunLine
certificates indicating compliance with the following minimum
insurance requirements not less than thirty (30) days prior to the
beginning of performance under this agreement.
(a) Worker' s Compensation Insurance to cover its
employees as required by the California Labor Code. It is
understood that SunLine, its officers, or employees, will not be
responsible for any claims in law or equity occasioned by failure
of SunRise to comply with this paragraph. Said certificate of
insurance shall contain an endorsement which:
(i) Names and lists as additional insured
SunLine and each city/county member of SunLine, its officers and
employees.
(ii) Provides that it shall not be cancelled
or materially changed without thirty (30) days written notice
thereof given to SunLine by registered mail.
SunRise shall require all subcontractors simi-
larly to provide such compensation insurance for their respective
employees.
Exhibit "A" Page 6 l�
(b) Comprehensive Personal Injury and Property
Damage Liability Insurance, including automobiles, with minimum
personal injury liability limits of $500, 000 per/person and
$1, 000, 000 per/occurrence, and property damage limits of $100, 000
per/occurrence. Each such policy of insurance shall :
(i) Be issued by an insurance company approved
in writing which is admitted to do business in the State of
California.
(ii) Name and list as additional insurance
SunLine and each city/county, its officers and employees;
(iii) Specify its acts as primary insurance.
(iv) Cover the operations of SunRise pursuant
to the terms of this agreement.
(c) SunRise shall not commence the performance of
its services under this contract until the above insurance has been
obtained and Certificates of Insurance have been filed with
SunLine.
ARTICLE VI
PLACEMENT OF SHELTERS
6 . 1 LOCATION OF SHELTER: SunRise shall have the right to
recommend site locations for shelters to SunLine. However, SunLine
shall retain final approval and/or disapproval for all recommended
locations. SunLine shall have the right to notify SunRise, of any
shelter location it deems important, and SunRise agrees that upon
the request of SunLine, it will place a shelter at that location.
6. 2 INSTALLATION SCHEDULE: No later than sixty (60) days
subsequent to approval of this agreement, SunRise is to provide
SunLine with an installation schedule for each SunLine member
entities locations. The installation schedule is to contain a list
of all stop locations where SunRise wishes to place shelters . The
installation schedule shall be binding upon SunRise, once the
SunLine member entity approves of the shelter concept. x
6. 3 APPLICATION TIME PERIODS: SunRise shall apply for
permits within thirty (30) days from and after approval by SunLine
of the installation schedule referred to in Paragraph 6. 2 above and
shall install its first shelter within thirty (30) days thereafter,
unless otherwise approved by SunLine.
6. 4 MOVEMENT OF SHELTERS : Should it be necessary to move a
shelter or replace a shelter location that is undesirable, after
the shelter has been installed, SunRise will, at its own costs,
remove said shelter and move it to a location mutually agreeable to
SunLine and _SunRise.
„ „
Exhibit A Page 7
6 . 5 SITE RESTORATION: SunRise agrees that any bus shelter
locations, which have been abandoned, changed, or otherwise
terminated, shall be restored to their original condition and in a
manner acceptable to SunLine. Said restoration shall be
accomplished at the sole expense of SunRise and at no cost to
SunLine and/or any of its member entities. The site restoration is
to be completed within sixty (60) days after the date that SunLine
notifies SunRise that the site is no longer needed.
ARTICLE VII
ADVERTISING
7 . 1 TYPE OF ADVERTISING: SunRise agrees that it will utilize
the shelters only for advertising material or public service
announcements. SunRise agrees to remove any advertising from the
shelter which SunLine, at its sole discretion shall determine to be
unsuitable for display. In. the event SunLine makes such a
determination, SunRise agrees that all such advertising shall be
removed by SunRise within twenty-four (24) hours after receipt of
written notice from SunLine requiring the removal of such
advertising.
In addition to the foregoing, no advertising or signs or
devices shall be permitted in conjunction with the shelter which:
(a) Display the words "STOP" , "DRIVE-IN" , "DANGER", or
any other word, phrase, symbol or character which as determined by
SunLine may interfere with, mislead or direct vehicular traffic.
(b) Comprise rotating, revolving or flashing lighting
devices or any other moving parts.
(c) Is excessively illuminated for traffic safety
reasons as determined by SunLine.
(d) In the sole opinion of SunLine, contains any
depiction of an act of an immoral, violent, or debasing nature, or
otherwise not in keeping with the standards and surroundings of the
locale. r
7 . 2 UNSOLD SPACE: SunRise agrees to use unsold space for
either SunLine advertising and promotion or public service
announcements, with SunLine having first priority. SunLine shall
be responsible for submitting to SunRise, the advertising material .
Exhibit "A" Page 8
ARTICLE VIII
SUNLINE'S OBLIGATIONS
8 . 1 PROCEDURE: SunLine agrees that it shall endorse SunRise
to its members entities for the placement of bus shelters by
SunRise in the area SunLine operates a bus system. SunLine in no
way warrants or represents that its member entities will approve
any specific shelters, advertising thereon, location thereof or
other required compliances with the member entities local
applicable ordinances and/or regulations.
ARTICLE IX
ADDITIONAL OBLIGATIONS OF SUNRISE
9 . 1 TIME OF PLACEMENT: SunRise agrees to initiate
construction of shelters within ninety (90) days subsequent to the
date of city/county approval to proceed. Whenever a shelter is
removed, SunRise agrees to restore the site where the shelter was
removed to its original condition within ninety (90) days. The
concrete pad, however, may remain unless specifically requested to
be removed by SunLine with SunLine specifying what hazard or
liability exists.
9 . 2 PLACEMENT REQUESTS: SunRise agrees to comply with all
requests of SunLine with regards to the location and placement of
shelters, and further agrees that it will not place and locate
shelters in any area within SunLine' s jurisdiction without the
prior approval in writing of SunLine.
9 . 3 TEMPORARY PLACEMENT REMOVAL: Should a shelter need to be
temporarily removed, for such things as road repair, SunRise agrees
to temporarily move the shelter and replace the shelter to its
original location, after completion of the need for its temporary
removal .
ARTICLE X
INSTALLATION AND REMOVAL OF SHELTERS
10. 1 INSTALLATION SCHEDULE: If the total quantity of
shelters is over one hundred (100) , the shelters will be installed
no later than one year from the approval date of each specific _
shelter site by the individual entity. I£ the total quantity of
shelters is less than one hundred (100) , installation is to be
completed within six (6) months from the approved dates of each
specific shelter site by the individual entity.
Exhibit "A" Page g
10 . 2 RIGHT TO ERECT SHELTERS AT PARTICULAR LOCATIONS:
SunLine agrees that it will exclusively endorse SunRise to erect
shelters within the Coachella Valley, and that during the time this
agreement is in effect, SunLine will not grant to any company or
individual other than SunRise the right to erect additional
advertising shelters unless SunLine shall have first offered the
additional shelters to the SunRise under terms of this agreement.
If 'SunRise refuses to agree in writing within thirty (30) days of
the offer, SunLine may proceed to enter into agreement with other
interested parties to erect additional shelters.
10 . 3 REMOVAL AND/OR TEP24INATI0N: In the event of termination
of this agreement, SunRise shall remove all shelters and restore
the condition of the property to its condition prior to
installation of the bus shelter, in a manner satisfactory and
acceptable to SunLine, provided, however, at SunLine' s option, and
upon written notice to SunRise, SunLine shall have the right to
purchase any existing shelters for the price and on the terms and
conditions set forth in Paragraph 10 . 4 .
10 . 4 ESTABLISHED VALUE OF SHELTERS : In the notice given by
SunLine as set forth in Paragraph 10 . 3 above, SunLine shall state
the offer purchase price. In the event SunRise objects to said
purchase price, SunRise shall notify SunLine of its objection, and
within Fifteen (15) days thereafter, and in said notice of
objection, shall name an appraiser, who shall act on behalf of
SunRise in establishing the value of the shelter. SunLine, shall
within Fifteen (15) days after receipt of SunRise' s notice, either
accept the appraiser named by SunRise, to establish the value or
shall name its own appraiser to determine the value. If the two
appraisers cannot agree upon a value, then the two appraisers will
select a third appraiser who shall determine the value of the
shelter and his decision as to the value of the shelter shall be
binding on both SunRise and SunLine. SunLine and SunRise,
respectively, shall pay their own appraisal costs, unless the
ultimate price arrived at through the appraisal process is equal to
that original price offered by SunLine. In that event, SunRise
shall pay all of the costs of its appraiser as well as the costs of
the appraiser retained by SunLine, and the third party appraiser.
ARTICLE XI
BONDING REQUIREMENTS
11. 1 BOND AND/OR SURETY: SunRise shall procure, at its
expense, and keep in effect all times during the term hereof, a
surety bond, cash, or letter of credit, in a form acceptable to
SunLine, and in favor of SunLine, an amount equal to Fifteen
Thousand Dollars ($15, 000. 00) , and the further sum of Five Hundred -
Dollars ($500. 00) for each shelter in excess of the first fifty
(50) shelters up to a maximum total of Sixty Thousand Dollars
($60, 000 . 00) . Said sums shall guarantee the performance by SunRise
of all of the terms, covenants, and conditions of this Agreement.
Exhibit "A" Page 10 ���
Said bond and/or cash, and/or letter of credit and /or surety sha17.
not be subject to cancellation, withdrawal or other termination,
except after the notices to SunLine described hereinafter, by
registered mail at least forty-five (45) days prior to the date of
cancellation, termination or withdrawal. SunRise shall submit said
surety, and/or bond, and/or :letter of credit, and/or cash to
SunLine concurrently with the execution of this Agreement for
SunLine' s approval . Said additions thereto, as required for each.
shelter in excess of fifty (50) shelters, shall be submitted to
SunLine, no later than fifteen (15) days, after each fiftieth
(50th) shelter, is installed. Said surety, and/or bond, and/or
letter of credit, and/or cash shall be kept in effect at all times
during the term hereof. SunLine may terminate its obligations
under this entire Agreement, upon giving SunRise fifteen (15) days
notice, upon SunRise' s failure to comply with the terms and
conditions of this paragraph 11. 1. At any time prior to the
expiration of said fifteen (15) days, the breach is cured by
SunRise, then this agreement shall remain in full force and effect.
11. 2 USE OF FUNDS : SunLine, may use those sums set forth in
paragraph 11. 1 above, as payment of all its costs, loss of
revenues, expenses, including but not limited to, payments for
personnel, equipment, electrical energy, supplies, support
services, and the like.
ARTICLE XII
MISCELLANEOUS PROVISIONS
12 . 1 SUNLINE BOARD MEETINGS : SunRise agrees that they will
attend periodic SunLine Board meetings to apprise the Board of the
status of the program upon twenty-four (24) hours notice.
12 . 2 ANCILLARY ITEMS OTHER THAN SPECIFIED: Any ancillary
items to be added to the initial shelter design must be
specifically approved and agreed to by SunRise and SunLine If the
item is revenue producing, a specific agreement must be made
between the parties hereto before placement can proceed.
12 . 3 PROVISION OF SCHEDULE INFORMATION SPACE: SunRise will
provide space in each shelter to display the SunLine scheduler
information.
12 . 4 ADVERTISING DISPLAYS: Advertising displays are limited
to two displays per shelter with each display "face" measuring no
more than 48" wide by 72" long.
12 . 5 SHELTER MOVEMENT FOR SAFETY: I£ any shelter is
discovered to be a traffic hazard or obstruction, it is to be
removed by SunRise at no cost to SunLine.
Exhibit "A" Page 11 C U ,n
V �-
12 . 6 SHELTER MARKINGS: All shelters are to be marked with
the SunLine or SunBus logo so that the shelter is identified, by
the public, as a SunBus amenity, in lieu of a vendor amenity.
12 . 7 BANK NOTIFICATION: If any loans are necessary to
proceed with the shelter concept, by SunRise Media, it is
stipulated herein that SunLine is to receive notice of first
default on any said loans.
12 . 8 BUS BENCHES : In the event SunLine determines that
additional seating capacity is required at any shelter, SunRise
shall build an additional shelter on that site. In the event there
is not sufficient room for another shelter or it cannot be built,
then SunRise agrees to install additional backless benches at the
shelter. The new shelter or if it cannot be constructed, the
additional benches shall be installed within thirty (30) days after
request by SunLine and in accordance with applicable SunLine member
entity permits.
12 . 9 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 for 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.
12 . 10 NON-DISCRIMINATION: SunRise agrees that in hiring
employees for work under this agreement, or any subcontract
hereunder, neither he, nor any person acting on his behalf shall by
reason of race, religion, color, national origin, ancestry,
physical handicap, or sex, discriminate against any person who is
qualified and available to perform the work to which the employment
relates. Nor will SunRise discriminate against or intimidate any
employee hired for the performance or work under this agreement on
account of race, religion, color, national origin, ancestry or sex.
In the event of SunRise' s noncompliance with the
non-discrimination provision of this agreement, SunLine shall_ 4
impose such agreement sanctions as it may determine to be
appropriate, including but :not limited to: cancellation,
termination or suspension of the Agreement.
12 . 11 SUBCONTRACTOR: No subcontractor will be recognized as
such, and all persons engaged in the work will be considered as
employees of SunRise and SunRise will- be held responsible.
12 . 12 EVENT OF DEFAULT: SunRise is in default and SunLine
may cancel, terminate or suspend this agreement upon _the happening
of one or more of the following events or conditions:
Exhibit "A" Page 12
(a) Non-payment or non-performance of any indebtedness,
liability, or obligation due from SunRise to SunLine.
(b) The suspension, business failure or receivership of
SunRise.
(c) The institution of proceedings by or against SunRise
under the bankruptcy laws of the United States.
(d) An assignment for the benefit of creditors by
SunRise of the collateral.
(e) The levy, seizure, or attachment of the collateral
or any part of it.
(f) Dissolution, merger, consolidation, or transfer of a
substantial part of the property of SunRise without approval of
SunLine.
(g) Failure of SunRise to perform in conformity with the
terms of this Agreement.
12 . 13 CANCELLATION PREVENTION: SunRise's surety which has
been previously approved by SunLine shall have the right at any
time during the term of this agreement to undertake any and all
action that may be required in order to prevent a cancellation of
this agreement. Accordingly, SunLine shall send a copy of any
intended cancellation of this agreement to any of the
aforementioned parties whose security would be affected thereby,
and upon request thereof for postponement, extend the date set
therefore by such time as SunLine finds reasonable in order to
allow said parties to correct the grounds therefore.
12 . 14 TITLE IMPROVEME'9TS : Ownership of all structures,
constructed and maintained by SunRise pursuant to the agreement
shall remain in the ownership of SunRise until termination or
cancellation of the agreement. Upon -termination or cancellation of
the agreement, SunRise has :ninety (90) working days after receipt
of Notice of Termination or Cancellation of the agreement to remove
shelters. SunRise shall maintain the shelters until they are
removed pursuant to this section. If SunRise neglects or fails to
take necessary action during the prescribed period or neglects or
fails to remove the shelters as required, SunLine may remove the
shelters at SunRise' s or surety's expense and upon written notice
to SunRise, SunLine reserves the right to take ownership of the
shelters without compensation being paid to SunRise therefor.
12 . 15 PROJECT MANAGER (SUNRISE) : SunRise agrees that
Franklin W. Jones shall be the Project Manager for all aspects of
the work to be performed hereunder. Said Project Manager shall
have full authority to act for the SunRise. SunRise shall notify
SunLine in writing of any subsequent changes in the Project
Manager.
Exhibit "A" Page 13 , �- V
12 . 16 PROJECT MANAGER (SUNLINE) : The General Manager or his
designate shall be the Project Manager for all aspects of the work
to be performed hereunder. Said Project Manager shall have full
authority to act for SunLine. SunLine shall notify SunRise in
writing of any subsequent changes in Project Manager.
12 . 17 ENTIRE AGREEMENT: This Agreement, together with the
attached request for proposal, and the attached response from
SunRise Media 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
be of no force or effect unless contained in a subsequent written
modification signed by all parties hereto. In the event the
request for proposal/response and this Agreement are inconsistent
in any way, then the terms of this Agreement shall be binding and
shall control.
12 . 18 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 following
addresses:
SUNLINE TRANSIT AGENCY
P.O. Box 398
32-505 Harry Oliver Trail
Thousand Palms, CA 92276
SUNRISE MEDIA
303 North Indian Avenue
Palm Springs, CA 92262
Either party may change its address for notice purposes by giving
notice to the other in accordance with this Section, provided that
the address change will not be effective until 10 days after notice
of the change.
12 . 19 NON-ASSIGNMENT: SunRise shall not assign or otherwise
transfer their rights and obligations under this agreement without
prior written consent of SunLine. Any such assignment withoue such
consent shall be void and shall, at the option of SunLine terminate
this agreement.
12 . 20 NON-PARTNERSHIP: This agreement shall not be construed
in any way to create a partnership between SunLine and SunRise,
between SunLine and any of its member entities or between SunRise
and any of SunLine's member entities. SunRise is acting purely in
a capacity of an independent contractor and further, not as an
officer, agent, partner and/or employee of SunLine.
Exhibit "A" Page 14
12 . 21 ARBITRATION: Any controversy between the parties
hereto involving the construction or application of any of the
terms, covenants, or conditions of this Agreement, shall on written
request of one party served on the other be submitted to
arbitration, and such arbitration shall comply with and be governed
by the provisions of the California Arbitration Act, Sections 1280
through 1294 . 2 of the California Code of Civil Procedure.
The parties shall each appoint one person to hear and
determine the dispute and if they shall be unable to agree, then
the two persons so chosen shall select a third impartial arbitrator
whose decision shall be final and conclusive upon both parties
hereto. The cost of such arbitration shall be borne by the losing
party or in such proportions as the arbitrator shall decide.
12 . 22 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�TRAJ,NSIT AGENCY
Dated: nr""`� � 6 , 1987 BY:
Lee Norwine
General Manager
SUNRISE ME IA
Dated: ,�y' �( ( ' 1 1987 BY: "
Robert E. nard
Dated: et /S
Genera G�
� , , 1987 BY: `
ru e K. S id
/ General P rtne�
Dated: EC , / , 1987 BY: or
.!
M n sue`
Genera artner
Dated: 1987 BY:
Fr - c in W. Jones
en al Partner
Exhibit "A" Page 15 = �