HomeMy WebLinkAboutC39010 Bus Shelter Maintenancer -.-:·~ ~ LL -',\.~ --\
CONTRACT NO. C39010
STAFF REPORT
CITY OF PALM DESERT
PUBLIC WORKS DEPARTMENT
MEETING DATE: July 11, 2019
PREPARED BY: Bo Chen, P.E., City Engineer
REQUEST: Approve Contract No. C39010 , a Service Provider Agreement in
the amount of $77,000 with Sunline Transit Agency.
Recommendation
By Minute Motion:
1) Approve a Service Provider Agreement in the amount of $77,000 with Sunline
Transit Agency (Sunline) for maintenance of the City of Palm Desert's bus
shelters.
2) Authorize the City Manager to execute the agreement.
Funds are available in Account No. 1104310-4332000, RIM Streets.
Strategic Plan Objectives
This maintenance activity does contribute directly to the Strategic Plan, General Plan, or
City Manager Work Plan.
Background Analysis
On or about November 8, 1990, the City and Sunline entered into an agreement related
to the placement of bus shelters, maintenance of shelters, and advertising requirements
pertaining to the bus shelters within the City.
On July 10, 2008, City Council approved a revised bus shelter maintenance agreement
to compensate Sunline at a fixed rate per shelter, but discontinued advertising from
shelters within the City limits. The City's Public Works Department took over the
administration of the agreement last year when the City's Special Programs division was
dissolved.
Recently, Sunline informed to City staff of their desire to amend the 2008 agreement to
reflect costs for labor, fuel, and cleaning supplies, as the existing fixed rates have been
in effect for 11 years and do not reflect the actual cost to provide the services. Under this
proposed agreement, Sunline would honor the previous rates during the first year, which
are estimated at $77,000 per year, but will notify the City of any rate changes prior to
automatic renewal. Details are provided in the proposed agreement, which has been
reviewed by the Public Works Department and the City Attorney.
July 11, 2019 -Staff Report
Approve Service Provider Agreement with Sunline Transit Agency
Page 2 of 2
Fiscal Analysis
Bus shelter maintenance is an ongoing activity, so funding has been included in the Fiscal
Year 2019-20 budget. Therefore, there would be no fiscal impact beyond the contract
amount. Staff will budget accordingly each subsequent year to accommodate for any
increases following Sunline's formal notification of proposed rate increases.
LEGAL REVIEW DEPT. REVIEW
N/A
/ /?
--/!-
Robert W. Hargreaves Tom Garcia, P.E.
Cit Attorne Director of Public Works
PROVIDER: Sunline Transit Agency
FINANCIAL REVIEW
Janet M. Moore
Director of Finance
32-505 Harry Oliver Trail
Thousand Palms, California 92276
ATTACHMENTS: Service Provider Agreement Contract No. C39010
CITY MANAGER
Lauri Aylaian
Cit Mana er
Contract No. C27870 -2008 Bus Shelter Maintenance Agreement
SERVICE PROVIDER AGREEMENT BY
AND BETWEEN
THE CITY OF PALM DESERT AND
SUNLINE TRANSIT AGENCY
CONTRACT NO. C39010
THIS SERVICE PROVIDER AGREEMENT (hereinafter, the "Agreement") is
made and entered into this __ day of ______ , 2019, by and between the City
of Palm Desert, a municipal corporation located in the County of Riverside, State of
California, hereinafter referred to as the "City," and Sunline Transit Agency, a joint
powers agency in the State of California, hereinafter referred to as "Service Provider."
RECITALS:
WHEREAS, the City desires to enter into an agreement for services pertaining to
inspection, maintenance, washing, emptying of trash receptacles, removal of graffiti,
and painting of bus stops and shelters throughout the City (hereinafter, the "Services");
and
WHEREAS, the City desires to retain the services of a qualified service provider
to provide the Services on an independent contractor's basis; and
NOW THEREFORE, IN CONSIDERATION OF THE COVENANTS,
CONDITIONS AND PROMISES CONTAINED HEREIN AND FOR SUCH OTHER
GOOD AND VALUABLE CONSIDERATION, THE RECEIPT OF WHICH IS HEREBY
ACKNOWLEDGED, THE PARTIES HERETO AGREE AS FOLLOWS:
Section 1. RECITALS
The Recitals set forth above are true and correct and are hereby incorporated
into this Agreement by this reference, as though set forth in full herein.
sect;on 2, SCOPE OF SERVICES, EXTRA WORK
a. Service Provider shall perform the Services specifically described in the
Scope of Services at the locations stated in the Bus Shelter List, attached hereto and
incorporated herein by this reference as Exhibit "A" and Exhibit "B," respectively. In the
event any conflict exists between this Agreement minus the Scope of Services, on the
one hand, and the Scope of Services, on the other hand, the former shall supersede.
b. At any time during the term of this Agreement, the City may request that
Service Provider perform Extra Work. As used herein, "Extra Work" means any work
which is determined by the City to be necessary for the proper completion of the
Services, but which the parties did not reasonably anticipate would be necessary at the
1
execution of this Agreement. Service Provider shall not perform, nor be compensated for,
Extra Work without written authorization from the City.
secuon 3. TERM
Service Provider shall perform those services set forth in the Scope of Services
during the term of this Agreement, which shall commence as of July 1, 2019 and
continue until June 30, 2020. The Agreement shall automatically renew for one (1) year,
for four (4) consecutive years, unless either party shall give written notice to the other
party of its intention not to renew, by no later than sixty (60) days prior to the expiration of
the Agreement term.
Section 4. COMPENSATION
For the first year of this Agreement, Service Provider shall be paid compensation
not to exceed seventy seven thousand dollars ($77,000.00) for the services rendered by
Service Provider pursuant to this Agreement.
Service Provider shall calculate actual costs to provide services on an annual
basis. Notification of any changes to rates included in Exhibit A will be made to the City
no later than the February 28 th of each year prior to automatic renewal. City may request
that City and Service Provider meet and confer regarding any proposed changes to
rates.
Section 5. METHOD OF PAYMENT
a. Service Provider shall invoice the City monthly for the performance of the
services under this Agreement in the amount agreed upon by the parties herein.
b. Service Provider shall be paid the amount specified in the invoice within 30
days of receipt by the City, provided that the services reflected in the invoice were
performed to the reasonable satisfaction of the City in accordance with the terms of this
Agreement.
Section 6. INDEPENDENT CONTRACTOR'S STATUS
Service Provider shall at all times during the term of this Agreement perform the
services described in this Agreement as an independent contractor, and hereby waives
any claims for any compensation or benefits afforded to City employees and not to
independent contractors.
Sectjon 7, [INTENTIONALL v LEFT BLANK]
Section 8. REPRESENTATIONS AND ACKNOWLEDGMENTS
REGARDING INDEPENDENT CONTRACTOR'S STATUS
OF SERVICE PROVIDER
a. Service Provider represents and acknowledges the following :
2
(1) The City is not required to provide any training or legal counsel to
Service Provider or its employees in order for Service Provider to perform the services
described in this Agreement.
(2) Performance of the services described in this Agreement does not
have to be integrated into the daily business operations of the City.
(3) The services described in this Agreement can be performed without
the use of City equipment, materials, tools or facilities.
(4) Nothing in this Agreement shall be interpreted to imply that the City
must maintain any contractual relationship with Service Provider on a continuing basis
after termination of this Agreement.
(5) The City will not be requested or demanded to assume any liability
for the direct payment of any salary, wage or other such compensation to any person
employed by Service Provider to perform the services described in this Agreement.
(6) Service Provider shall not at any time or in any manner represent
that it or any of its officers, employees, or agents are "employees" of the City.
b. The City represents and acknowledges the following:
( 1) Service Provider is solely responsible for determining who, under
the supervision or direction of Service Provider, will perform the services set forth in this
Agreement.
(2) The City will not hire, supervise or pay any assistants working for
Service Provider pursuant to this Agreement.
(3) Nothing in this Agreement shall be interpreted to imply that Service
Provider must maintain any contractual relationship with the City on a continuing basis
after termination of this Agreement.
(4) Service Provider is not required to devote full time to the business
operations of the City in order to perform the services set forth in this Agreement.
(5) Nothing in this Agreement shall be interpreted to preclude Service
Provider from working for other persons or firms, provided that such work does not create
a conflict of interest.
(6) Service Provider is not required to perform the services set forth in
this Agreement in any particular order or sequence.
(7) It is the sole responsibility of Service Provider to set the hours in
which Service Provider performs or plans to perform the services set forth in this
Agreement.
3
sect;on 9, NOT AGENT OF THE CITY
a. Nothing contained in this Agreement shall be deemed, construed or
represented by the City or Service Provider or by any third person to create the
relationship of principal and agent.
b. Service Provider shall have no authority, express or implied, to act on
behalf of the City in any capacity whatsoever as an agent, nor shall Service Provider
have any authority, express or implied, to bind the City to any obligation whatsoever.
Section 10. WARRANTY
Service Provider warrants that all services will be performed in a competent,
professional and satisfactory manner in accordance with the standards prevalent in the
industry for such services.
Section 11. FAMILIARITY WITH WORK
a. By executing this Agreement, Service Provider warrants that (1) it has
thoroughly investigated and considered the work to be performed, (2) it has investigated
the issues, regarding the scope of services to be provided, (3) it has carefully
considered how the work should be performed, and (4) it fully understands the facilities,
difficulties and restrictions attending performance of the work under this Agreement.
b. Should Service Provider discover any latent or unknown conditions
materially differing from those inherent in the work or as represented by the City, it shall
immediately inform the City of such fact and shall not proceed except at Service
Provider's risk until written instructions are received from the City Manager or his or her
designee.
Section 12. EQUAL OPPORTUNITY EMPLOYMENT
Service Provider represents that it is an equal opportunity employer and shall not
discriminate against any subcontractor, employee, or applicant ("person") for
employment because of race; denial of family and medical care leave; religious creed
(including religious dress and grooming practices); color; national origin (including
language use restrictions); ancestry; physical disability or mental disability (including
HIV and Aids); medical condition (cancer and genetic characteristics); genetic
information; military or veteran status; marital status; gender, gender identity, and
gender expression; sex (which includes pregnancy, childbirth, breastfeeding and
medical conditions related to pregnancy, childbirth or breastfeeding); age or sexual
orientation. Unless otherwise permitted under the law, Service Provider shall not refuse
to hire or employ any such person or refuse to select any such person for a training
program leading to employment, or bar or discharge any such person from employment
or from a training program leading to employment, or otherwise discriminate against any
such person in compensation or in terms, conditions, or privileges of employment.
Section 13. CONFLICTS OF INTEREST
4
Service Provider covenants that it does not have any interest, nor shall it acquire
an interest, directly or indirectly, which would conflict in any manner with the performance
of Service Provider's services under this Agreement. In the event the City officially
determines that Service Provider must disclose its financial interests by completing and
filing a Fair Political Practices Commission Form 700, Statement of Economic Interests,
Service Provider shall file the subject Form 700 with the City Clerk's Office pursuant to
the written instructions provided by the Office of the City Clerk.
Section 14. COMPLIANCE WITH LAWS; LICENSING AND PERMIT
REQUIREMENTS
a. Service Provider shall comply with all local, state and federal laws and
regulations applicable to the services required hereunder, including any rule, regulation
or bylaw governing the conduct or performance of Service Provider and/or its employees,
officers, or board members.
b. Service Provider represents that it has obtained and will maintain at all
times during the term of this Agreement all professional and/or business licenses,
certifications and/or permits necessary for performing the services described in this
Agreement, including a City business license.
Section 15. INSURANCE REQUIREMENTS
a. Service Provider shall procure and maintain at its own expense, during the
term of this Agreement, comprehensive general liability insurance of not less than One
Million Dollars ($1,000,000) per occurrence, and Two Million Dollars ($2,000,000) in the
aggregate, for bodily injury, personal injury, death, loss or damage resulting from the
wrongful or negligent acts by the Service Provider or its officers, employees, servants,
volunteers and agents and independent contractors. Service Provider shall provide
insurance on an occurrence, not claims-made basis. Service Provider acknowledges and
agrees that, for purposes of clarification with the intention of avoiding gaps in coverage
with any umbrella or excess insurance, personal and advertising injury coverage shall be
triggered by an "offense" while bodily injury and property damage coverage shall be
triggered by an "occurrence" during the policy period.
b. Service Provider shall further procure and maintain at its own expense,
until completion of performance and acceptance by the City, commercial vehicle liability
insurance covering personal injury and property damage, of not less than One Million
Dollars ($1,000,000) combined single limit, and Two Million Dollars ($2,000,000) in the
aggregate, covering any vehicle utilized by Service Provider or its officers, employees,
servants, volunteers and agents and independent contractors in performing the services
required by this Agreement.
c. Service Provider agrees to require that all parties, including but not limited
to subcontractors, architects, engineers or others with whom Service Provider enters into
contracts or whom Service Provider hires or retains pursuant to or in any way related to
the performance of this Agreement, provide the insurance coverage required herein, at
minimum, and name as additional insureds the parties to this Agreement. Service
Provider agrees to monitor and review all such coverage and assumes all responsibility
5
for ensuring that such coverage is provided in conformity with the requirements of this
Section.
d. In the event this Agreement is terminated for any reason prior to the
completion of all obligations and requirements of this Agreement, Service Provider
agrees to maintain all coverages required herein until the City provides written
authorization to terminate the coverages following the City's review and determination
that all liability posed under this Agreement as to the party providing insurance has
been eliminated.
e. Service Provider agrees and acknowledges that if it fails to obtain all of the
insurance required in this Agreement in accordance with the requirements herein, or to
obtain and ensure that the coverage required herein is maintained by any
subcontractors or others involved in any way with the Services, Service Provider shall
be responsible for any losses, claims, suits, damages , defense obligations, or liability of
any kind or nature attributable to the City or its officers, employees, servants,
volunteers , agents and independent contractors.
Section 16. WORKERS' COMPENSATION INSURANCE
a. Service Provider shall procure and maintain at its own expense, during the
term of this Agreement, workers' compensation insurance, providing coverage as
required by the California State Workers' Compensation Law.
b. If any class of employees employed by the Service Provider pursuant to
this Agreement is not protected by the California State Workers' Compensation Law,
Service Provider shall provide adequate insurance for the protection of such employees
to the satisfaction of the City. Service Provider agrees to waive its statutory immunity
under any worker's compensation or similar statute, as respecting the City, and to
require any and all subcontractors and any other person or entity involved with the
Services to do the same.
6
Section 17. ADDITIONAL NAMED INSURED
Notwithstanding any inconsistent statement in any required insurance policies or
any subsequent endorsements attached thereto, the protection offered by all policies,
except for Workers' Compensation, shall bear an endorsement whereby it is provided
that, the City and its officers, employees, servants, volunteers and agents and
independent contractors, including without limitation, the City Manager and City
Attorney, are named as additional insureds. Additional insureds shall be entitled to the
full benefit of all insurance policies in the same manner and to the same extent as any
other insureds and there shall be no limitation to the benefits conferred upon them other
than policy limits to coverages.
Section 18. WAIVER OF SUBROGATION RIGHTS
Service Provider shall require the carriers of all required insurance policies to
waive all rights of subrogation against the City and its officers, volunteers, employees,
contractors and subcontractors.
Section 19. INSURANCE DOCUMENTATION
a. Service Provider shall secure from a good and responsible company or
companies authorized to do insurance business in the State of California the policies of
insurance required by this Agreement and furnish to the City certificates of said
insurance with original endorsements on or before the commencement of the term of
this Agreement. Current certification of insurance shall be kept on file with the City at all
times during the term of this Agreement.
b. Each policy required herein must be endorsed to provide that the policy
shall not be cancelled or reduced in coverage by either party (except by paid claims)
unless the insurer has provided the City with 30 days prior written notice of cancellation
or reduction in coverage .
c. All insurance policies required to be provided by Service Provider or any
other party must be endorsed to provide that the policies shall apply on a primary and
noncontributing basis in relation to any insurance or self-insurance, primary or excess,
maintained or available to the City, and its officers, employees, servants , volunteers,
agents and independent contractors.
Section 20. TERMINATION OR SUSPENSION
a. This Agreement may be terminated or suspended without cause by either
party at any time provided that the respective party provides the other party at least
thirty (30) business days written notice of such termination or suspension.
b. This Agreement may be terminated or suspended with cause by either
party at any time provided that the respective party provides the other party at least ten
(10) business days' written notice of such termination or suspension.
7
c. In the event of a termination of this Agreement under this section, Service
Provider shall provide all documents, reports, data or other work product developed in
performance of the Scope of Services of this Agreement to the City, within ten (10)
calendar days of such termination and without additional charge to the City.
Section 21. TIME OF THE ESSENCE
Time is of the essence in the performance of this Agreement.
Section 22. INDEMNIFICATION
a. Service Provider shall defend, indemnify and hold harmless the City, its
officers, officials, agents, employees and volunteers from and against any and all
claims, demands, actions, losses, damage, injuries, and liability, direct or indirect,
(including any and all costs and expenses in connection therewith), arising out of the
performance of this Agreement, except for any such claim arising out of the negligence
or willful misconduct of the City, its officers, agents, employees or volunteers.
b. The City does not, and shall not; waive any rights that it may have against
Service Provider under this section because of the acceptance by the City, or the
deposit with the City, of any insurance policy or certificate required pursuant to this
Agreement. The hold harmless, indemnification and duty to defend provisions of this
section shall apply regardless of whether or not said insurance policies are determined
to be applicable to the claim, demand, action, damage, liability, loss, cost or expense
described herein.
c. Notwithstanding the provisions of subsections a. and b. of this section,
Service Provider shall not be responsible for damages or be in default or deemed to be
in default by reason of delay caused by strikes, lockouts, accidents, or acts of God, or
the failure of the City to furnish timely information or to approve or disapprove Service
Provider's work promptly, or by reason of delay or faulty performance by the City,
construction contractors, or governmental agencies, or by reason of any other delays
beyond Service Provider's control, or for which Service Provider is without fault.
Section 23. BOOKS AND RECORDS
a. Service Provider shall maintain any and all ledgers, books of account,
invoices, vouchers, canceled checks, and other records or documents evidencing or
relating to charges for services, or expenditures and disbursements charged to the City
for a minimum period of three years, or for any longer period required by law, from the
date of final payment to Service Provider pursuant to this Agreement.
b. Service Provider shall maintain all documents and records which
demonstrate performance under this Agreement for a minimum of three years, or for
any longer period required by law, from the date of termination or completion of this
Agreement.
8
c. Any records or documents required to be maintained pursuant to this
Agreement shall be made available for inspection or audit, at any time during regular
business hours, upon written request by the City Manager, City Attorney, City auditor or
a designated representative of these officers. Copies of such documents shall be
provided to the City for inspection at City Hall, when it is practical to do so. Otherwise,
unless an alternative is mutually agreed upon, the records shall be available at Service
Provider's address indicated for receipt of notices in this Agreement.
d. Where the City has reason to believe that such records or documents may
be lost or discarded due to dissolution, disbandment or termination of Service Provider's
business, the City may, by written request of any of the above-named officers, require
that custody of the records be given to the City and that the records and documents be
maintained at City Hall. Access to such records and documents shall be granted to any
party authorized by Service Provider, Service Provider's representatives, or Service
Provider's successor-in-interest.
section 24, OWNERSHIP OF DOCUMENTS
All plans, studies, documents and other writings prepared by and for Service
Provider, its officers, employees and agents and subcontractors in the course of
implementing this Agreement, except working notes and internal documents, shall
become the property of the City upon payment to Service Provider for such work, and
the City shall have the sole right to use such materials in its discretion without further
compensation to Service Provider or to any other party. Service Provider shall, at their
expense, provide such reports, plans, studies, documents and other writings to the City
upon written request.
Section 25. CONFIDENTIALITY
a. All ideas, memoranda, specifications, plans, procedures, drawings,
photographs, descriptions, computer program data, input record data, written
information, and other documents and data either created by or provided to Service
Provider in connection with the performance of this Agreement shall be held confidential
by Service Provider. Such materials shall not, without prior written consent of the City,
be used by Service Provider for any purposes other than the performance of the
services under this Agreement, nor shall such materials be disclosed to any person or
entity not connected with the performance of the services under this Agreement.
Nothing furnished to Service Provider which is otherwise known to Service Provider or is
generally known, or has become known, to the related industry shall be deemed
confidential.
b. Service Provider shall not use the City's insignia or photographs relating to
the project for which Service Provider's services are rendered, or any publicity
pertaining to the Service Provider's services under this Agreement in any magazine,
trade paper, newspaper, television or radio production or other similar medium without
the prior written consent of the City.
9
Section 26. MODIFICATIONS AND AMENDMENTS
This Agreement may be modified or amended only by a written instrument signed
by both parties.
Section 27. BACKGROUND CHECKS
At any time during the term of this Agreement, the City reserves the right to make
an independent investigation into the background of Service Provider's personnel who
perform work required in the Scope of Services, including but not limited to their
references, character, address history, past employment, education, social security
number validation, and criminal or police records, for the purpose of confirming that
such personnel are lawfully employed, qualified to provide the subject service or pose a
risk to the safety of persons or property in and around the vicinity of where the Services
will be rendered or City Hall. If the City makes a reasonable determination that any of
Service Provider's prospective or then current personnel is deemed objectionable, then
the City may notify Service Provider of the same. Service Provider shall not use that
personnel to perform work required in the Scope of Services, and if necessary, shall
replace him or her with another suitable worker.
Section 28. ENTIRE AGREEMENT
a. This Agreement supersedes any and all other agreements, either oral or
written, between the City and Service Provider with respect to the subject matter of this
Agreement.
b. This Agreement contains all of the covenants and agreements between the
parties with respect to the subject matter of this Agreement , and each party to this
Agreement acknowledges that no representations, inducements, promises, or
agreements have been made by or on behalf of any party except those covenants and
agreements embodied in this Agreement.
c. No agreement, statement, or promise not contained in this Agreement
shall be valid or binding.
section 29, AMBIGUITIES
This Agreement is in all respects intended by each party hereto to be deemed
and construed to have been jointly prepared by the parties and the parties hereby
expressly agree that any uncertainty or ambiguity existing herein shall not be interpreted
against either of them. Except as expressly limited by this paragraph, all of the
applicable rules of interpretation of contract shall govern the interpretation of any
uncertainty or ambiguity of this Agreement.
Section 30. NOTICES
a. Any notice to be provided pursuant to this Agreement shall be in writing,
and all such notices shall be delivered by personal service or by deposit in the United
10
States mail, certified or registered, return receipt requested, with postage prepaid, and
addressed to the parties as follows:
To the City: City of Palm Desert
73-510 Fred Waring Drive
Palm Desert, CA 92260
Attn: City Manager
To Service Provider: Eric Taylor
Procurement Manager
Sunline Transit Agency
32-505 Harry Oliver Trail
Thousand Palms, CA 92276
Telephone: (760) 343-3456, Ext. 1524
Email: etaylor@sunline.org
b. Notices, payments and other documents shall be deemed delivered upon
receipt by personal service or as of the second (2nd) day after deposit in the United
States mail.
sect;on 31, NON-LIABILITY OF CITY OFFICERS AND EMPLOYEES
No officer or employee of the City shall be personally liable to Service Provider,
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 Service Provider or to its successor, or for any
breach of any obligation of the terms of this Agreement.
Section 32, REVIEW BY ATTORNEYS
Each party hereto has had its attorneys review this Agreement and all related
documents. Each party hereto has consulted with its attorneys and has negotiated the
terms of this Agreement based on such consultation.
Section 33. WAIVER
a. No waiver shall be binding, unless executed in writing by the party making
the waiver.
b. No waiver of any provision of this Agreement shall be deemed, or shall
constitute, a waiver of any other provision, whether or not similar, nor shall any such
waiver constitute a continuing or subsequent waiver of the same provision.
c. Failure of either party to enforce any provision of this Agreement shall not
constitute a waiver of the right to compel enforcement of the remaining provisions of this
Agreement.
11
Section 34. ASSIGNMENT AND SUBCONTRACTING
a. The experience, knowledge, capability and reputation of Service Provider,
its principals and employees were a substantial inducement for the City to enter into this
Agreement. Assignments of any or all rights, duties or obligations of the Service
Provider under this Agreement will be permitted only with the written consent of the City.
b. Service Provider shall not subcontract any portion of the work to be
performed under this Agreement without the written consent of the City. If the City
consents to such subcontract, Service Provider shall be fully responsible to the City for
all acts or omissions of the subcontractor. Nothing in this Agreement shall create any
contractual relationship between the City and subcontractor nor shall it create any
obligation on the part of the City to pay or to see to the payment of any monies due to
any such subcontractor other than as required by law.
Section 35. CARE OF WORK
The performance of services by Service Provider shall not relieve Service
Provider from any obligation to correct any incomplete, inaccurate or defective work at
no further cost to the City, when such inaccuracies are due to the negligence of Service
Provider.
Section 36. CAPTIONS AND HEADINGS
The captions and headings contained in this Agreement are provided for
identification purposes only and shall not be interpreted to limit or define the content of
the provisions described under the respective caption or heading.
Section 37. SUCCESSORS, HEIRS AND ASSIGNS
Except as otherwise expressly provided herein, this Agreement shall be binding
upon the successors, endorsees, assigns, heirs, and personal representatives of each
of the parties to this Agreement and, likewise, shall inure to the benefit of the
successors, endorsees, assigns, heirs, and personal representatives of each of the
parties.
Section 38. SEVERABILITY
If any one or more of the sentences, clauses, paragraphs or sections contained
herein is declared invalid, void or unenforceable by a court of competent jurisdiction, the
same shall be deemed severable from the remainder of this Agreement and shall not
affect, impair or invalidate any of the remaining sentences, clauses, paragraphs or
sections contained herein.
Section 39. GOVERNING LAW
The validity of this Agreement and any of its terms or provisions, as well as the
12
rights and duties of the parties under this Agreement, shall be construed pursuant to
and in accordance with California law.
Section 40. DEFAULT
a. Failure or delay by any party to this Agreement to perform any material
term or provision of this Agreement shall constitute a default under this Agreement;
provided however, that if the party who is otherwise claimed to be in default by the other
party commences to cure, correct or remedy the alleged default within fifteen (15)
calendar days after receipt of written notice specifying such default and shall diligently
complete such cure, correction or remedy, such party shall not be deemed to be in
default hereunder.
b. The party which may claim that a default has occurred shall give written
notice of default to the party in default, specifying the alleged default. Delay in giving
such notice shall not constitute a waiver of any default nor shall it change the time of
default; provided, however, the injured party shall have no right to exercise any remedy
for a default hereunder without delivering the written default notice, as specified herein.
c. Any failure or delay by a party in asserting any of its rights or remedies as
to any default shall not operate as a waiver of any default or of any rights or remedies
associated with a default.
d. In the event that a default of any party to this Agreement may remain
uncured for more than fifteen (15) calendar days following written notice, as provided
above, a "breach" shall be deemed to have occurred. In the event of a breach, the
injured party shall be entitled to seek any appropriate remedy or damages by initiating
legal proceedings .
section 41, CUMULATIVE REMEDIES
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
of any other default by the other party.
Section 42. VENUE
All proceedings involving disputes over the terms, provisions, covenants or
conditions contained in this Agreement and all proceedings involving any enforcement
action related to this Agreement shall be initiated and conducted in the applicable court
or forum in Riverside County, California.
Section 43. LITIGATION EXPENSES AND ATTORNEY'S FEES
In the event any action, suite or proceeding is brought for the enforcement of, or
the declaration of any right or obligation pursuant to this Agreement or as a result of any
13
alleged breach of any provision of this Agreement, the prevailing party in such suit or
proceeding shall be entitled to recover its costs and expenses, including reasonable
attorney's fees, from the losing party, and any judgment or decree rendered in such a
proceeding shall include an award thereof.
Section 44. EFFECTIVENESS OF AGREEMENT
This Agreement shall not be binding upon the City, until signed by the authorized
representative(s) of Service Provider, and approved as to form by the City Attorney, and
executed by the City Manager or his or her designee.
Section 45, NO THIRD PARTY BENEFICIARIES
The parties do not intend the benefits of this Agreement to inure to any third
party, nor shall any provision of this Agreement be so construed.
Section 46. LABOR LAWS
a. All work or services performed within the State of California pursuant to
this Agreement by Service Provider, Service Provider's employees and independent
contractors, or contractor's subcontractors and its subcontractors' employees and
independent contractors shall be performed by individuals lawfully permitted to perform
such work or services in the State of California and/or the United States of America
pursuant to all applicable State and/or Federal labor laws, rules and regulations
including, but not limited to, any State or Federal law, rule or regulation prohibiting the
employment of undocumented workers or any other person not lawfully permitted to
perform said work or services in the State of California or the United States of America .
b. Documentation must be promptly submitted to the City at any time, at the
request of the City, for the purpose of determining whether or not the work or services
provided pursuant to this contract are being provided in compliance with this section.
Section 47. REPRESENTATIONS OF PARTIES AND PERSONS
EXECUTING AGREEMENT
a. Each of the parties to this Agreement hereby represents that all necessary
and appropriate actions of their governing bodies have been taken to make this
Agreement a binding obligation of each of the parties hereto.
b. The persons executing this Agreement warrant that they are duly
authorized to execute this Agreement on behalf of and bind the parties each purports to
represent.
Sectjon 48, COUNTERPARTS
This Agreement may be executed in counterparts, each of which shall be
deemed to be an original.
CITY OF PALM DESERT SUNLINE TRANSIT AGENCY
14
Lauri Aylaian, City Manager
ATTEST:
Rachelle Klassen, City Clerk
APPROVED AS TO FORM
City Attorney
Lauren Skiver
CEO/General Manager
APPROVED AS TO FORM
Eric S. Vail
General Counsel
EXHIBIT "A" SCOPE OF SERVICES
Scope of Services -Service Provider Agreement City of Palm Desert Bus Shelter
Maintenance
• Each active and inactive bus stop and shelter is inspected and serviced and repaired to the
extent needed on weekdays, including holidays with the exception of Thanksgiving Day and
Christmas Day. Emergency responses are provided weekends as needed.
• Every high volume bus stop and shelter is pressure washed weekly. The high volume stops
are numbers 065, 067, 063, 062, 071, 536, 069, 540, Lower volume bus stops and shelters
are washed as needed.
• Trash is removed on an as needed basis on weekday review or weekend report (receptacle
near full or overflowing, or odor issues).
• Graffiti is painted over or removed upon discovery (within next weekday following report, or
urgent same day callout if it includes offensive material).
• Shelter amenities, including but not limited to stucco, benches, and waste containers, shall
be repaired promptly on an as needed basis, when possible within 24 hours of discovery
depending on the extent of the repair and the materials and equipment required.
• Shelter lighting shall be repaired promptly on as needed basis, if possible within 24 hours of
discovery depending on the extent of the repair and the materials and equipment required.
• Inactive (out of service) bus shelters are inspected and serviced and repaired to the same
level as active bus shelters.
• Amenities shall be painted on as needed basis, and Lexan and Makralon schedule covers
and schedules shall be replaced on as needed basis.
Monthly Maintenance charge per active shelter= $137 .93 X 45 X (12 months) =
$74,482.20 annual cost (City/Developer Shelters)
Monthly Maintenance Charge per inactive shelter= $68.97 X 3 X (12 months)= $2,482.92
annual cost
EXHIBIT B -"BUS SHELTER LIST"
CITY OF PALM DESERT AND
SUNLINE TRANSIT AGENCY
Bt:S SHELTER MAINTENANCE AGREEMF.~T e
THIS AGREEMENT is made and entered into this J.Q__ day of July 2008, between
SLI'.',ILIKE TRANSIT AGENCY (''SunLine) and the CITY OF PALM DESERT, a municipal corporation
("City") and is made with reference to the following facts:
RECITALS
On or about November 8, 1990 SunLine and the City entered into an agreement concerning bus
shelkr advertisement within the City, which related to the placement of shelters, the maintenance of
shelters and advertising requirements pertaining to bus shelters within the City.
The City desired to remove bus shelter advertising from shelters located within the City limits.
SunLine has increased costs associated with the maintenance of the shelters to be consistent with
increasing costs of maintenance.
The parties wish to modify the agreement to reflect the removal ofhus shelter advertising and the
increased maintenance costs.
AGREEMENT
NOW, THEREFORE, the parties hereto agree as follows:
GENBRAL TERMS:
1.0 Pursuant to the irntial City Agreement there are presently 37 bus slops with bu'.>
shelters and 15 stops without bus shelters. Sunl ,inc shall continue to provide bus shelter maintenance
services to all SunLine mvned shelters and City owned shelters and stops as provided under section II of
this Agreement.
I. 1 Sun Line shali provide maintenance of all City Shelters as outlined in section II on
Compensation. below. Maintenance shall be provided according to tht! Maintenance Guidelines (Exhibit
"A").
t.2 Sun Line is av,,are of the City's Bus Shelter lmprovcment Program, which includes
the construction and installation of City owned bus shelters designed without advertisement panels and
intended to supplement and/or replace Sun Line bus shelters. If SunLine wishes to relocate any of its bus
shelters and/or the City bus shelters, the agem.:ies shall work togelher to implement the relocation process.
1.3 In the event that any of SunLine bus shelter is relocated, prior City approval sha11
be obtained. SunLinc shall use it!> best efforts to ensure illumination is provided to the bus shelter at its
new location .. SunLine may also elect to provide solar illumination regardless of the availability of an
electrical source with prior approval by the City. fllumination shall comply with the guidelines in Exhibit
A.
Bus Shelter Maintcnam:e Agreement
I:. C0\:1PE-:\SA TION:
2.0 The City shall pay SunLine Transit Agency One Hundred Thirty-seven Dollars
and Ninety-three Cents ($13 7. 93) per shelter, per month for maintenance services of all active bus stops
with shelters. Sun I .ine \vill provide maintenance to inactive bus stops with hus shelters every other week
(or a:-needed) at a reduced cost ot$68.96.
2.1 The City shall he invoiced quartcriy for an)' maintenance charges hy SnnLinc as
of July 1, 2008. J-fowe.ver, SunLine shall bill for the billing period of October l, 2007, 1i1rough June 3C,
2008, upon City Council approval of Agreement in tht: amount of $45,930.42. The breakdown for
maintenance cbrges for active and inactive bu:; shelters are provided below:
J\:lainte11ance of active bus shelters (34 sheiters) x $137.93 x 9 month:,= $42,206.58
Maintenance of inactive bus shelters (6 shelters) x $68.96 x 9 months= $ 3,723.84
Total: S45,930.42
The City and Sun Line shall revisit the issue of bus shelter maintenance each year.
The proccs'> shall commence in March of each year to coincide with the City's fiscal Year Budget
process.
2.2 St.mLine will inform the City when inactive bus stops with bus shelters arc
activated for service and shall bill the Cily using the approved rate of One Hundred Thirty-sevc11 Dollars
and I\ inety-thret! cents($ i 37 .CJ3)
SunLinc will inform the City when new bt1s stops with bus shelters are activated
for services and shall bill the City using the approved rate of One Hundred Thirty-seven Dollars and
Ninety-three cents ($!37.93).
UL DURA'IION:
3 .0 The term of this Agreement shall commence as of tbt: date of its execution hy the
City and SunLine and shall automatically be renewed unless written notice to terminate Agreement w1t'.1in
60 days is served by either party or the Agreement requires amendment relative to fees, ser,;ices, or other
reasons. The Agreement shall have an expiration date of June 3(f" of each year commencing June 30.
2009, with the approval of this Agreement.
4.0 SunLine shall cause the. City to be named as an additional co-insured on SunLine
policies.
Bus Shelter Maintenance Agreement
------------------·---··--------·----
V. MISCELLA'I\EQ_US PROVISIONS
5.0 In the event a party to this Agreement incurs attorneys' fees in connection v,ith a
legal action, administrative or other proceeding v.-hich becomes necessary on account of the breach or
default in performance by a party to this Agreement or on account of the necessity that this Agreement be
interpreted or construed or that then.: be a declaration of rightc; under it, the party prevailing in such
litigation shall be entitled to an award of his or its reasonable attorneys' fees.
S. I This Agret:ment, together with Exhibit "A" contain the cntrre Agreement of the
parties relatin~; to the rights granted and the obligations assumed hcrci:·,. Any oral representations or
modifications concerning this instrnment shall be of no force or effect unless contained in a subsequent
written modification signed hy SunLine and the City.
5.2 Su11Line shall indemnify, defend and hold City. its officers, agents and employees,
ham1less from an: and all claims, demands, loss or liabiiity of any kind, nature or type, aris.ing from
negligc:nce, reckless or willful misconduct or failure to perform its obligations under this Agreement.
5.3 This Agreement may he ~xecutcd in sevt:ral countc:.rpar~s and all coumerparts 5G
executed shall constitute one Ag,rt!cment, binding on the patties hereto no~·ithstan<ling that all ol' tht'.
parties are not signatory to the original or the same counterpart.
5.4 Agreement is entered into at Riverside County, California.
) .) Any notices under this Agreement shall he in \,Titing and shall be served cit he~
personally or delivered by C.S. mail, postage prepaid, registered or certified mail. ret..1m receipt
requested. Notices shall be deemed received at the earlier of actual receipt or three day~ following
deposit in U.S. mail, posuigc prepaid Notice~ shall b,~ dircct~d to the following respective addresses:
SunLinc Transit Agency
32-505 Har:-y Oliver Trail
Thousand Palms, CA 92176
Attn: General Managt:r
City of Palm Desert
73-510 Fred Waring Drive
Palm Desert, CA 92260
Attn: Cit} \fanagcr
Either party may change its address for notice purposes by giving written notice
to the olht:r, provided that th~ address change will not be effective until ten ( l 0) days after the mailing of
notict! of the change.
5.6 Neither SunLir..e nor the City shall assign or otherwise 1ransfer tht:ir rights and
obligations under this Agreemenl without prior written consent of the other. Any such assignment
without such consent shall be void
Bm; Sheik: Maintcnan:!t Agrccmeut
5 7 The titles and headings or the various sections of this Agreement are intended
solely for convenience of reforence and are not intended to explain, modify or alter the tenns of this
Agreement.
IN \VITNESS WI [EREOF, the parties hereto have executed thi,; Agreement on the date first above
wrinen.
A~p~ as to); onr.: ,-t
(?,;~ /J /I ----. L(if7t. ff'-L ~-
Lisa A. Copeland, Attorn~y for
SunLinc Transit Agency
-,
i
CrTY OF PALM DES!".R)J
' I (I· .If '/1t-7 -, ''.t: . ~,.,. \JJ4-•--1/'I L-I /~~::~1;
'lean M. Benson, Miw?r ' .
,-;
/·'
-'' I ____ l_c, -2}--;; --O:S. -·----
Date
ATTEST:
..,. ... .-·-~ I
r' ,.---·-;r y· '\.
-~ ,· ., I --tfi;~~.'S"f ______ _
achellc D.'Kiassen, t'i1y Clerk '•1
City of Palm Desert
•\:j\t J}(1j?,1i1:1C,? .. f'.:,;1., 1~f.T1GJL~J1!!'.;J\i:§'.~Ei'. ,1;~i~rz.~'10·~~\l}i~1r1,~r)1:}.ir~:~: f Ji•::r j-
~:::'.,;.';.L~1.~1.~~J~·1~:g;~~-·~~-/~~: .. ~:h~.~!;.~~1:.~,~'.>,11'~~~~-~2f:~~~tt~~~~··"'!!:bsr.~,r",,:.r ... :t;o~·~!.-~--1~~~&~:z~~~;·:.r:v~.~~/-•.~:,~~71;
---·---·--------
.... •'
who proved to me on the basis of satisfactory evidence to
be the person~ whose name(,) is/rlre subscribed to the
within instrurnen! and acknowledged to me that
he/sj(ettt),JY executed the same in hlstberl'th6ir authorized
capacitt(i~, and !hat by hi~r/tt;fsir signature_v,f 01) the
instrument the person!SJ, or the entily uoon behaH of
whict·, the person(~acted, 9xecuted the instrumert.
I certify under PENALTY OF PER,IURY under the iaws
oi the State of California that the foregoing paragraot-1 1s
trLte ano correct.
WlTl\lESS my nand a,10 official s•ea!. t"'r\
~. ,. ~, \~! ) /~ ..,,~---
Signature -,, ' «-:-' _ , _ ~~-/ '\. ''\I ~.u~ ot. lilf C
(J,PTIONtH.. ' t
Though ths information below u; noi reqwred by law 11 mav provo va"/t.i;lble _io oersons relying on the document
and could p;IJ'Vent fraudulent remo~ snd reattacl11119nf of thismrm to another cfocumanr.
Oescrlpti011 of littached Doc\lmel"·:
Title or Type; of Document: _______________________ ----·-------------·
Document Da!e: __________ ----•---·----_______ Number of Pages: ____________ _
Signar(s) Other Than Named P.bove: ____________ _ -----·------
CapacUy(les} Claimed by Slgner(st
Signer's t-larne: ______ _
0 Individual
•· Corporats Office, -TIUe(s~
~aiiner -C :..;rn1ted -:=, General
0 Attorney in Fact
:J Trustee
-,::,uardia,; O' Conn•Sl"/ator
U Oti1er: ________ _
Signer is nepresenting: ____ _
-----·--------
•oo n! t'lurr-, re<e \
j_ _____ __,
Signer's Name: _____ -------·--·------
L mctividual
::J Co~oorate Officer -Title(s)· __
::.1 Partner --::J Umite<l ~ General
[J Altorne~, ir. Fact
:7 Trustee
C Guardian or Conservator
::J Other:
Signe; Is Rsp,·e8$nling· _____ _
n.GI t f Tfll Jr.1lJr·f1!1, I
01 SIGIJFft ,
! Tor, of t>cJ!">h h.,,e \ I l
_____ .J
~:.gc:.;,~R:··~~~Wc&?.JlJ?3W~~~"J:~'$.•.fM.;.~~:.."-ri™•-i.'l;il';.~%?~•-
e2007 "'··~-~-IY ;_99u,atioo • C35Q De S0to ·'""·· P:J Sa. 1..02 • c,.,,.,.0,111. e,,, 91313-2402'-w,w,.oio.tkm,;U~O'BN.orj \en ,l::,00, Rso,-joc C,,l 'Toi~"""'' .l30C,-ll71:'·6dlt'
Contract No. C27f.10
Bus <3hdter )fairJtemmce Agreemer.t
£.XHIBTT "A"
The following are intended as guidelines w implcmentatior. of the Agreement between SunLinc Transit
Agency and the City (lf Palm Desert concerning maintenance of bus ,;hdtcr~ locat~d in lhe City of Palm
Desert.
SunLine guarantees to provide maintenance for bus shelters located within the City of Palm Desert
including but not limited tn the removal of graffiti, trash collection, lighting repair or replacement and
any other damage repair required to maintain the shelters in "like new" condition.
Sun Line shall provide it:-. bus rider:; with illuminated bus shelters in the evening. The City of Palm Desert
recognizes that SunLine will need to use more.: than 430 milliamp~ to provide illumination and ·will allow
SunLinc to do so SunLinc may not use more than 35 amps at any bus shelter or an approved alternative
source of illumination.
SlJl'.iLINE \t1ATNTENANCE SERVICES PROVIDED:
A. \.1aintenance of Active; Bus Stops \Vith Bus Shelters: Active bw. stops/bus shelter:-are serviced
and maintained 6 times a week.
I. .,
3.
4.
5.
6.
7.
8,
9.
10
11. . ,
1-.
13.
Activak warning, lights and place safety cones behind vehicles
Check posted public schedules, bus stop signage, riders alerts and any other information
to notify public of changes to service
Ckan and wash bench and seating are2, in addition hl surrounding areas around the bus
~tops and in the bus shelter.
Remove and empty trash from waste containers, clean and wash waste cont.ainer if
needed.
Dry bench or seating
Check for and remove ar.y graffiti
Check and report any light needing repair or replacement
Sunl .ine shall maintain lighting as stipulated by City requirements.
Wash any liquid spills on the ground and bus stop area, as well as rim;~ any soap residue:.
Spray insecticide and weed killer if needed after washing is completed.
Retricv-= safety cones and deactivate hazard lights
Maintenance and service of bus stop amenities (i.e .. \'ending machines) or work with
third party Yendor to maintain and/or service.
SunLine to maintain and repair bus shelter misting system or work with thinl party
vendor to perforrr, needed repairs at SunLine ex.pense.
C.ont:.:-.u~c 1'10. r.::: 7B70
Bu~ Shel~cr Maintenance Agreement
·------------------
11. Maintenance of inactive Bus Stops: Inactive bus stops with bus shelters will be serviced and
maintained every other \Ve:;:k or as needed.
l. Activate warning lights and place safety cones behind vehicles
2. Check posted public schedules, bus stop signage, rider,; alerts and any other information
to notify public of changes to service
3. Ckan and wash bench and seating area, in addition to surrounding areas around the bus
stops and in the bus shelter.
4. Remove and empt} trash from waste containers, clean and wash waste container if
needed.
5. Dry bench or seating
6. Check for and remove any b'Taffiti
7. Check and report any light needing repair or replacement
8. SunLlne shaP maintain lighting a:, stipulated by City requirements.
q Wash any liquid spills 01, the ground and bu!. stop area, as well as rinse any soap residue:.
10. Spray inscctici<lt: and weed kilier if needed after washing is comp1eteu
11. Retrieve ;;afcty cones and deactivate ha,ard light:,