HomeMy WebLinkAboutDirection Bus Shelter Advertising and Maintenance CITY OF PALM DESERT
COMMUNITY SERVICES DEPARTMENT
STAFF REPORT
REQUEST: Request for direction related to bus shelter advertising and
maintenance in the City of Palm Desert
SUBMITTED BY: Frankie Riddle, Director of Special Programs
DATE: September 27, 2007
CONTENTS: 1. Bus Shelter Advertising & Maintenance Agreement proposed
by SunLine Transit Agency
2. Expired agreement for Bus Shelter Maintenance and
Advertisement dated July 19, 2001
RECOMMENDATION:
By minute motion, direct staff to:
1) Prohibit advertising on bus shelters within City limits;
2) Appropriate $38,000 from this year's unobligated General Fund to pay SunLine
for the maintenance of all bus shelters in Palm Desert, making similar allocations
for shelter maintenance in future years; and
3) Develop a program in cooperation with SunLine to begin replacing advertising
bus shelters throughout the City with shelters that do not include ads.
INTRODUCTION:
Impending changes to the bus shelter advertising and maintenance agreement between
the City of Palm Desert and SunLine Transit Agency (SunLine) provide the City Council
with an opportunity to decide:
1. Should the City continue to allow advertising on bus shelters in Palm Desert?
2. If the answer is no, direct staff to properly notify SunLine.
3. If the City Council wishes to continue allowing advertising in bus shelters, it can:
a. Approve the contract proposed by SunLine; or
b. Direct staff to negotiate a new contract similar to that which expired in May
2006, retaining 50°/a of the advertising space for community promotions
and providing for equitable compensation, recognizing the advertising
agency's potential for financial gain.
4. Should the City's Bus Shelter Improvement Program continue with the goal of
replacing all SunLine bus shelters with city-owned, non-advertising shelters?
HISTORY:
In 1990, the City entered into an agreement with SunLine Transit Agency concerning
bus shelters, their placement, maintenance, and the advertising that could appear on
them. Revenues from this program were paid directly to SunLine, offsetting the City's
share of shelter maintenance costs.
The issue of bus shelter advertising resurfaced in 1999 when the City Council directed
staff to consider eliminating advertisements on bus stop shelters throughout Palm
Desert. A staff recommendation to allow advertising to remain on eight bus shelters for
a maximum of two years and to immediately remove advertising from 17 City bus
shelters while allocating $15,000 per year from the General Fund for shelter
maintenance was placed on the Council agenda and subsequently continued. A primary
reason for this continuance was the fact that a new agreement had just been concluded
befinreen SunLine and Morris Communications Corporation/Fairway Outdoor Advertising
for bus shelter advertising throughout SunLine's service area.
Concerned about the possibility of losing its bus shelter advertising space in Palm
Desert, Fairway representatives appealed to the City Council to delay their decision and
proposed special terms for Palm Desert should it continue to allow bus shelter ads.
These terms included a provision reserving 50% of the ad space on shelters in Palm
Desert for city promotions.
In October 1999, the City Council approved bus shelter advertising procedures and
policies based on Fairway's proposals for a period of two years. In July 2001, the City
Council approved the extension of these policies and procedures as set forth in a new
five-year advertising agreement with SunLine. In addition to reserving 50% of the bus
shelter advertising space within the City for community promotions, the agreement
guaranteed that the City would continue to receive $25 per shelter per month for each
SunLine owned bus shelter used for commercial advertising. The agreement also called
for the City to pay SunLine $75 per month for the maintenance of all non-advertising
shelters within the City. These monthly payments from SunLine and the City were to be
balanced against each other with any excess revenue paid by SunLine to the City.
Initially, the City received bus shelter revenue payments from SunLine based on the $25
per shelter per month provision. These payments soon stopped, however, with the City
receiving its final $1,800 monthly payment in February 2002.
SunLine's explanation for discontinuing payment was that its cost of maintaining the
non-advertising shelters had exceeded the $75 per month that the City was paying for
their upkeep. SunLine maintained that it was using the revenue that it would have paid
the City to offset this deficit. While the City has not received any bus shelter advertising
revenue payments from SunLine for more than five years, it has also not received any
bills from the agency for shelter maintenance during that time.
DISCUSSION:
According to SunLine, there are a total of 35 bus shelters in Palm Desert. Of these,
SunLine owns 22 with all but one shelter bearing space for advertising. The remaining
13 shelters were developed by the Gity and do not include any advertising space.
The former agreement for bus shelter advertising and maintenance between the City
and SunLine Transit Agency expired on May 15, 2006, and the two agencies have been
operating on a business as usual basis ever since. Staff's recommendation is based on
past City Council direction given the expiration of an agreement.
2
The expired agreement included language about a new Bus Sheiter Improvement
Program in the City. This program directed staff to budget each year for the
replacement of SunLine shelters in Palm Desert with City-owned shelters that would
offer better aesthetics and serve as a venue for public art instead of advertisements.
Seven bus shelters have been replaced through this program, but progress has been
slowed in recent years by uncertainty generated by SunLine's work on a new master
plan and its pursuit of a new advertising contract.
SunLine has since declined to renew its bus shelter advertising agreement with the
company that acquired Fairway, Lamar Outdoor Advertising, and is in the process of
finalizing an agreement with Gateway Outdoor Advertising granting that company
exclusive right to provide advertising services to SunLine for its bus shelters. This new
agreement between SunLine and Gateway does not include provisions present in
the former agreement between SunLine and the City of Palm Desert.
SunLine has sent the City a new proposed agreement that fundamentally changes the
status quo. The most significant of these changes is the elimination of the provision that
reserved half of the ad space in each shelter containing advertising for Palm Desert
community promotions. SunLine maintains that this change is important for the agency
financially, since it would generate more operating revenue, and politically, since it
would bring Palm Desert in line with the agreements that SunLine has with its other
member cities.
Under this proposal, SunLine would pay the City $25 per advertising shelter per month.
In return for the loss of the community promotion space, the SunLine would eliminate
the $75 per month City payments for maintenance of non-advertising shelters called for
in the earlier agreement. Under the new agreement, SunLine would agree to clean and
maintain the area within a 25-foot radius of all bus shelters throughout the City and
remove graffiti on any shelter at no additional cost.
Given the current number of advertising shelters in Palm Desert, bus shelter advertising
revenue payments from SunLine to the City are projected to be $525 per month or
$6,300 per year.
SunLine estimates that its costs as of November 2006 to maintain the 35 shelters within
the City are $3,091 per month or$88.31 per shelter. This works out to $37,092 per year.
If Palm Desert were to eliminate bus shelter advertising altogether, Palm Desert's
Development Services Division has estimated that it would cost the City approximately
$58,000 per year to maintain the same 35 bus shelters.
SunLine does not differentiate between cities when calculating its revenue from bus
shelter advertising and was unable to provide details about the percentage of
advertising panels that are filled by advertising each month. The new agreement with
Gateway Outdoor Advertising guarantees SunLine a minimum of $200,000 from bus
shelter ads throughout the Coachella Valley in the first year, with built-in 10% annual
increases over the agreemenYs five-year term. This agreement includes an initial six-
month grace period during which the guaranteed minimum is not in effect, and provides
for two five-year extensions at SunLine's discretion.
3
Under the agreement, additional payments from Gateway to SunLine are due if
projected minimums are exceeded. SunLine's director of finance said this provision
could mean up to $60,000 per year in additional SunLine revenue, provided that all
advertising spaces are sold, including advertising space in Palm Desert currently
reserved for community promotion. The formula for these additional payments is 55% of
gross revenue exceeding projected minimums, after a 15% ad agency commission.
By comparison, SunLine received $243,129.65 in fiscal year 2005/2006 for bus shelter
advertising throughout its service area from Lamar Outdoor Advertising, which held the
SunLine's advertising contract prior to Gateway.
Each advertising shelter contains two panels where ads can be placed. Gateway's
advertising rate, according to SunLine, is $595 per panel. This equates to $1, 190 per
shelter in cities other than Palm Desert. Palm Desert's 21 advertising shelters represent
about 16% of SunLine's total advertising shelter stock.
Palm Desert's agreement with SunLine reserving one panel in each shelter for
community promotion means that Gateway's maximum income per advertising shelter
in Palm Desert is currently $595 per month. This means that under the expired
agreement reserving half of the shelter advertising space for Palm Desert community
promotions, the 21 advertising shelters in Palm Desert could generate just under
$150,000 per year for Gateway if all panels were consistently filled.
Based on these numbers, Gateway could conceivably bring in just over $1.91 million
per year in gross revenue from bus shelter advertising Coachella Valley-wide if it were
to consistently fill every panef on the 134 advertising shelters that SunLine owns,
including the panels currently reserved for community promotion in Palm Desert.
Gateway's gross receipts from the advertising shelters in Palm Desert alone would
represent just under $300,000 of that $1.91 million.
According to SunLine, the cities of Rancho Mirage and Indian Wells are the only two
communities in the agency's service area that currently prohibit advertising on bus
shelters.
Submitted By: Approval:
Frankie R dle Carlos L. ega
Director of Special Programs City Manager
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'Sheila G ligan Paul Gibson
ACM/Community Se ' es Director of Finance
4
REGULAR PALM DESERT CITY COUNCIL MEETING SEPTEMBER 27, 2007
XIV. NEW BUSINESS
D. REQUEST FOR DIRECTION RELATED TO BUS SHELTER
ADVERTISING AND MAINTENANCE IN THE CITY OF PALM DESERT.
Councilman Ferguson recused himself from the Chamber, the discussion
and action on this item due to a conflict of interest, his representation of
the company that places advertising in the bus shelters for SunLine..
�By Minute Motion, direct that advertising be removed from bus
shelters in the City, leaving them vacant and/or removing the
framework for the ad panels, as necessary, with potential future
discussion and negotiation for inclusion of public service/City
announcements. 4=0 (Ferguson ABSENT)
�ITY COUNCIL ACTION;
APPROVED DENIED
RECEIVED QTHER ✓ �
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�riginal on File h City Clerk's Offic�
AGREEMENT BETWEEN CITY OF PALM DESERT
AND SUNLINE TRANSIT AGENCY CONCERNING ADVERTISING INSTALLATION
AND MAINTENANCE RELATED TO BUS SHELTERS -
This Agreement is made and entered into this day of , 2007,
by and between SunLine Transit Agency ("SunLine"), a Califomia joint powers authority and the
City of Palm Dese�t("Cit�'), a California municipal corparation.
SunLine is a government entity composed of and represented by the County of
Riverside and the cities of Desert Hot Springs, Palm Springs, Cathedral City, Rancho Mirage,
Palm Desert, Indian Weils, La Quinta, Indio, and Coachella. The Board of Directors of SunLine
is composed of one elected official from each of its member entities.
SunLine is the public transit provider for the City which enables both its citizens and
visitors to enjoy a safe, reliable, nonpolluting mode of public transportation. SunLine's
installation and maintenance of bus shelters in the City provides great benefit to citizens and
visitors alike by providing clean sheltered places for travefers to wait for public transportation
senrices. The placement of shelters within the City afso provides an ameniry of great benefit to
the elderly and to senior citizens within the City.
SunLine owns certain advertising bus shelters within the City and wishes to provide for
continued advertising in such shelters.
Revenue from advertising enables SunLine to install new additional shelters as a transit
amenity at no cost to the public. Advertising revenue also pays for maintenance of shelters and
for additional transit services at no cost to the public.
SunLine and City are now desirous of entering into an agreement with regard to the
placement of present and future shelters and to provide for continued advertising in such
shelters.
NOW, THEREFORE, the parties hereto agree as follows:
I
GENERAL TERMS
1.01 City hereby grants SunLine the exclusive right to place advertising associated
with bus shelters placed by SunLine within the public right of way within the City's jurisdiction.
In exercising the exclusive right granted it under this Agreement, SunLine shall ensure that the
following standards and requirements are met:
(a) Shelter designs meet and comply with all applicable SunLine design
requirements and City building codes, zoning ordinances, vehicular code ordinances and
regulations, and all other applicable City resolutions, ordinances, and codes;
AdvertisingContractPD.doc 1
(b) Ail City design criteria and approvals have been obtained; and,
(c) Adequate easements, encroachment permits, licenses, and/or rights-of-
way have been obtained. -
1.02 The City shall waive all permit andlor license fees impased by or on behalf of the
City that may pertain to SunLine's installation and operation of the bus shelters within its
jurisdiction.
1.03 In consideration for the grant of the exclusive rights referred to in paragraph 1.01
above, SunLine shall continue to clean and maintain all bus shelters as well as the area within a
25 foot radius of each shelter. In addition, SunLine will remove or cause the removal of all
graffiti appearing on any shelter within the City in an expeditious manner.
1.04 In the event that the City has any problems or questions related to advertising
placed on the bus shelters within its jurisdiction, it shall contact SunLine. In any such case,
SunLine shall endeavor to secure a prompt resolution of any issue within its legal power to
resolve. City acknow{edges and recognizes that certain limits may arise in connection with
SunLine's ability to regulate the content of advertising, particularly those limits arising under the
First Amendment to the United States Constitution and the California Constitution. Within such
limits, SunLine will endeavor to correct or address any problem that the City might have with
advertising placed in bus shelters within its jurisdiction in an expeditious manner.
II
COMPENSATION
2.01 For each shelter that displays paid advertising, SunLine shall pay to City the sum
of $25 per month from advertising revenue for use of the public right of way. Payments are due
quarterly, with payments due within 45 days of the close of the preceding quarter.
III
DURATION
3.01 The initial term of this Agreement shall be for a period of five (5) years, plus five
(5) year option, and shall be automatically extended upon any extension of any agreement for
advertising between SunLine and a third party without further action on the part of the City.
IV
INSURANCE
4.01 SunLine shall ensure the full repair or replacement of all shelters in the City as
well as required appurtenances thereto during the entire term of this Agreement and any
extensions thereof.
AdvertisingContractPD.doc 2
v
SPECIAL PROVISIONS �
5.01 It is SunLine's intent to illuminate all shelters during hours of darkness whenever
possible and SunLine agrees to utilize its best efforts to accomplish illumination. However, the
City acknowledges that ilfumination is not always feasible and agrees that SunLine is excused
from providing illumination in such cases. If shelters are equipped with pay telephones, such
phones shall be capable of access to emergency lines (911) without first depositing a coin or
coins. If in the City's opinion, any particular telephone creates a problem in any respect, the
City shall have the right to order restricted use or removal of the telephone from a particular
shelter. The City recognizes that GTE or other telephone vendor has the right to remove
phones for business reasons, or to decline to install service at certain locations. SunLine and
the City shall jointly approve the placement of any vending machines in any shelter in the City.
5.02 SunLine shall, upon at least 30 days' written notice, provide for the relocation or
removal of any shelter at any time the City requires use of the right of way upon which any
shelter is situated, whether for street or sidewalk realignment, street, highway, or utility line
repairs, or for any other lawful purpose, and whether such removal or relocation is temporary or
permanent. Upon a determination by the City that urgency dictates removal in a shorter period
of time, SunLine shall act within ten (10} days to cause removal of the shelter if reasonably
feasible.
5.03 City shall ensure that the cost of removal or relocation of shelters within the right
of way is included in the budget of projects where such removal or relocation is required. In any
case where the cost is included, SunLine shall be reimbursed for relocation or removal costs
referenced in paragraph 5.02. In any case where the cost has not been budgeted, SunLine and
the City shall negotiate and endeavor to agree upon an arrangement to share in the cost of
removal or replacement of any shelter as provided under paragraph 5.02.
5.04 The City reserves the right to require conformity with design review standards,
including site plan review showing actual physical locations with setbacks, sidewalk space
remaining, adequate distances from corners and from driveways. All such features must be
satisfactory to the City and to SunLine and shall be in compliance with the Americans with
Disabilities Act ("ADA") and with Federal Transit Administration ("FTA") �equirements. SunLine
shall provide an adequate cement pad under shelters. Within the limits imposed by the FTA
and the ADA, the City shall have the right to approve or deny approval to any particular design
as to its specific sife plan and location, including the right to specify a particular design for a
speci�c location.
5.05 The parties acknowledge and agree that ADA and FTA requirements as to the
configuration and approach to newly installed bus shelters may be extremely costly, depending
upon the existing condition of the planned location and the adjoining or existing access features.
In the event that the City requests placement of a bus shelter in an area that requires
substantial expenditures in order to comply with the ADA and with FTA requirements, the City
will be requested by SunLine to bear all or a major portion of the costs of installation. The
parties shall cooperate in placement of shelters and in the negotiation of costs required to
accommodate ADA and FTA requirements.
AdvertisingConVactPD.doc 3
VI
MISCELLANEOUS PROVISIONS
6.01 Attornevs' Fees
In any dispute between the parties resulting in litigation, the prevailing party shall
be entitled to recover from the other party all reasonable costs, including, without limitation,
reasonable attorneys' fees. "Prevailing party" shall include, without limitation, a party which
dismisses an action for recovery in exchange for sums allegedly due, or in exchange for
pe�formance for covenants allegedly breached, or in exchange for considerations substantially
equal to the relief sought in the action, or which receives, in connection with any dispute,
performance from the other party substantially equivalent to any of these.
6.02 Entire Aqreement
This Agreement contains the entire agreement of the parties relating to the rights
granted and the obligations assumed herein. Any oral representations or modifications
concerning this instrument shall have no force or effect unless contained in a subsequent
written modification signed by the parties.
6.03 Indemnitv
SunLine shall indemnify, defend, and hold harmless the City, and its elected
officials, officers, employees, agents, and representatives, against all liability, demands, claims,
costs, losses, damages, recoveries, settlements, and expenses (including interest, penalties,
attorney fees, expert witness fees, costs, and expenses) incurred by the City, known or unknown,
contingent or other wise, directly or indirectly arising from or related to any suit, action or claim that
may arise from SunLine's perFormance under this Agreement.
The City shall indemnify, defend, and hold harmless SunLine, and its board of
directors, officers, employees, agents, and representatives, against all liability, demands, claims,
costs, losses, damages> recoveries, settlements, and expenses (including interest, penalties,
attomey fees, expert witness fees, costs, and expenses) incurred by SunLine, known or unknown,
contingent or other wise, directly or indirectly arising from or related to any suit, action or claim that
may arise from City's performance under this Agreement.
6.04 Counterpa�ts
This Agreement may be executed in counterparts, which shall be treated as
originals in all respects.
6.05 This Agreement is entered into at Indio, Riverside County, California.
6.06 This Agreement shafl not be construed in any way to create a partnership or joint
venture in any respect between SunLine and the City, or between City and any contractor of
SunLine or any of SunLine's remaining member entities. SunLine is acting purely as an
independent contractor and not as an officer, agent, partner, joint venturer and/or employee of
City.
AdvertisingContractPD.doc 4
6.07 Notices
Any notices given under this Agreement shall be in writing and shall be served
either personally or delivered by U.S. Mail, postage prepaid, registered or certified mail, return
receipt requested. Notices shall be deemed received at the earlier of actual receipt or three •
days following deposit in U.S. Mail, postage prepaid. Unless otherwise specified, time limits
based upon notice shall be computed from the date of mailing. Notices shall be directed to the
following addresses:
C. Mikel Oglesby
General Manager
SunLine Transit Agency
32-505 Harry Oliver Trail
Thousand Palms, CA 92276
Carlos Ortega
City Manager
City of Palm Desert
73-510 Fred Waring Dr.
Palm Desert, CA 92260
Either party may change its address for notice purposes by giving notice to the
other in accordance with Section 6.03, provided that the address change will not be effective
until 10 days after notice of the change.
6.08 Non-Assiqnment
Neithe� SunLine nor City shaA assign or otherwise transfer their rights and
obligations under this Agreement without prior written consent of the other. Any such
assignment without consent shall be void.
6.09 Headinqs
The title and headings of the various sections of this Agreement are intended
solely for convenience of reference and are not intended to explain, modify, or alter the terms of
this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this agreement on the date
first written above.
SUNLINE TRANSIT AGENCY
DATED: By
C. Mikel Oglesby
General Manager, SunLine Transit
Agency
APPROVED AS TO FORM:
By
Lisa Garvin Copeland
General Counsel for
SunLine Transit Agency
AdvertisingContractPD.doc 5
CITY OF PALM DESERT
DATED: By
Richard Kelly
Mayor of the City of Palm Desert
ATTEST:
By
City Clerk
AdvertisingContractPD.doc 6
Contract No. C18650 �
BUS SHELTER MAINTENANCE AND ADVERTISEMENT AGREEMENT
THIS AGREEMENT is made and entered into this 19th day of July , 2001, between .
SUNLINE TRANSIT AGENCY ("SunLine) and the CITY OF PALM DESERT, a municipal
corporation("Cit}�') 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 shelter 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.
SunLine has entered into an Operating Agreement with Morris Communications Cotporation
(Morris),with regard to the placement of bus shelter advertisements by Morris. Under the terms of
the Operating Agreement,certain minimum advertising revenues are payable to SunLine depending
upon the number of advertising shelters located within four cities within the Coachella Valley; i.e.
Palm Desert,Palm Springs, Cathedral City and LaQuinta. A true and correct copy of the Operating
Agreement is attached hereto as Exhibit "A".
The City and SunLine desire to enter into an agreement concerning bus shelter advertisement,
the placement of shelters, the maintenance of shelters, implementation of the City's Bus Shelter
Improvement Programs and enforcement of this Shelter Agreement.
SunLine utilizes advertising revenues from the Coachella Valley cities, including the City
under the Operating Agreement to fund bus shelter maintenance and graffiti removal services
performed on behalf of its member cities.
The parties wish to modify and restate their previous understandings and agreements
pertaining to bus shelter advertisement on SunLine owned bus shelters located in the City, the
placement of SunLine owned bus shelters and the maintenance of all bus shelters in the City.
AGREEMENT
NOW, THEREFORE, the parties hereto agree as follows:
1 GENERAL TERMS:
1.0 Pursuant to the initial City Agreement and the Operating Agreement,SunLine
presently owns 23 bus shelters (with advertisement panels) and one non-ad shelter within the
jurisdiction of the City("SunLine Shelters"). In addition, there are a number of City owned and
developer owned non-advertised bus shelters that continue to be installed in the City ("Non-Ad
G:�CdyClrk\Karrn Russo�Shnla 2001�Bus Shdta AgrccrtKnt.wpd �
Contract No. C18650
Bus Shelter and Advertisement Agreement
Shelters"). SunLine shall continue to provide bus shelter maintenance services to all SunLine
Shelters and to Non-Ad Shelters as provided under section II of this Agreement.
1.1 The City hereby authorizes SunLine's representatives to place advertisements
on the existing(approximately23)SunLine Shelters(approved under the 1990 SunLine Agreement),
within the boundary limits of the City,providing the following conditions are satisfied in advance:
A. All advertising design shall be submitted to the City of Palm Desert for
review and location and have acceptance and compatibility to the standards
and goals of the City.
B. The City shall receive 50%of all advertising space on the 23 SunLine owned
bus shelters located within the City boundaries for advertisement purposes.
As agreed to by Morris, the City shall receive once each year design and
production of City advertisements for public education and"living and doing
business in Palm Desert" from Morris fee free.
C. The City shall approve the relocation of all existing SunLine owned bus
shelters prior to such relocation within the City limits.
D. All advertisement design criteria and approvals shall be obtained from the
City prior to installation by SunLine.
1.2 SunLine shall provide maintenance of all City Shelters as outlined in section
II on Compensation,below. Maintenance shall be provided according to the Maintenance Guidelines
(Exhibit"B").
1.3 SunLine is aware of the City's Bus Shelter Improvement Program, which
includes the construction and installation of City owned hus shelters designed without advertisement
panels and intended to supplement and/or replace SunLine Shelters. If the City wishes to relocate
any SunLine Shelters within the City, SunLine and the City shall mutually agree on such alternate
location.
1.4 In the event that any SunLine Shelter is relocated, prior City approval shall
be obtained. SunLine shall use its best efforts to ensure that electrical service for illumination is
provided to the shelter at its new location prior to its relocation. In the event that SunLine is unable
to secure electrical service for illumination purposes, the City shall be consulted for assistance in
securing electrical service or in the selection of an adequate, alternative power source such as solar
power. SunLine may also elect to provide solar illumination regardless of the availability of an
G�Ci�yC'IrkUCaren Russo�Sheila 2001�BLLs Shcha Agreemrnt.wpd �
Contract No. C18650
Bus Shelter and Advertisement Agreement
electrical source with prior approval by the City. Illumination shall comply with the guidelines in
Exhibit B.
1.5 SunLine shall diligently enforce all obligations of Morris Communications
Corporation or any subsequent advertising contractor under the terms of this Agreement and under
the Operating Agreement;and SunLine shall provide Morris with a copy of this Agreement upon its
approval by the City. Concurrently with the execution of this Agreement and prior to renewal of any
term of the Operating Agreement by SunLine with Morris or another advertising company,SunLine
shall provide notice of the City's Bus 5helter Improvement Program and its intent to replace or
relocate existing advertising shelters with City owned shelters that do not contain advertising space.
II. COMPENSATION:
2.0 The City shall continue to accrue a credit of twenty five dollars($25.00)per
shelter per month for each SunLine owned advertising bus shelter that is used for third party
advertising purposes. The City shall also continue to be entitled to dedication of 50% of the
advertising space on SunLine owned advertising shelters but will not receive the above referenced
credit as to the dedicated shelters ("Dedicated Shelters").
2.1 For the first year of this Agreement, SunLine shall provide bus shelter
maintenance services for all shelters in the City, including SunLine 5helters and Non-Ad Shelters
(i.e. City owned and developer owned non-ad bus shelters) in accordance with the maintenance
guideline included in Exhibit"B". SunLine shall charge a fee of$75 per month per bus shelter for
maintenance services for all Non-Ad Shelters and Dedicated Shelters. The City shall be credited
with revenue calculated on the basis of $25 per shelter for each SunLine Shelter (third party
advertising shelter)located in the City as an offset against SunLine charges for maintenance for Non-
Ad and Dedicated Shelters. The City shall be invoiced quarterly for any maintenance charges that
exceed the revenues credited to the City. The City and SunLine shall meet each May beginning in
the year 2042 to review all revenues and expenses of the program and review projected maintenance
costs for the following fiscal year. The parties shall adjust revenues and expenses from the prior year
and estatilish any new charge for maintenance required by SunLine to recover its actual costs of
maintenance under this Agreement.
The City and SunLine shall revisit the issue ofbus shelter advertisement revenues vs.
projects costs in May of each year to consider any adjustments if necessary,which must be mutually
agreed to by both parties.
2.2 The City shall not incur costs associated with the placement of City
advertisements when placed during the regular schedule established by SunLine.
G.�City(:hA\Karrn Rucso�Sheila 20UI�But Shel�er Agreement wpd �
Contract No. C18650
Bus Shelter and Advertisement Agreement
2.3 The City shall have the option to review SunLine's financial records pertaining
to advertisement revenue. All relevant documents,books and accounting records of SunLine shall
be open for inspection during business hours and on reasonable notice during the term of this
agreement and for twelve (12) months thereafter.
III. DURATION:
3.0 The term of this Agreement shall commence as of the date of its execution by
the City and SunLine, and shall end on May 15, 2006.
N. INSURANCE
4.0 SunLine shall cause the City to be named as an additional co-insured on
SunLine policies of insurance and shall cause Morris to name the City as an additional co-insured
on all policies set forth in the shelter agreement.
V. MISCELLANEOUS PROVISIONS:
5.0 In the event a party to this Agreement incurs attorneys' fees in connection with
a legal action,administrative or other proceeding which 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 there be a declaration of rights under it, the party
prevailing in such litigation shall be entitled to an award of his or its reasonable attorneys' fees.
5.1 This Agreement, together with Exhibits "A" and "B" contain 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 SunLine and the City.
5.2 The Agreement(Exhibit"A")between SunLine and Morris reflects"Morris"
as the media company installing bus shelters advertisements within Palm Desert and seeking
advertising revenue therefrom. Prior to renewal of this Agreetnent (Exhibit A), SunLin� shall
consult with the City to ensure that the City is in agreement with continued bus shelter
advertisements within the City.
5.3 SunLine shall indemnify, defend and hold City, its officers, agents and
employees, harmless from any and all claims, demands, loss or liability of any kind, arising from
SunLine's failure to perform its obligations under this Agreement.
G.\CityClrlc\fUrrn Russo�Sheila 2001\Hus Slxiter Agreement wpd "�
Contract No. C18650
Bus Shelter and Advertisement Agreement
5.4 This Agreement may be executed in several counterparts and all counterparts
so executed shall constitute one Agreement,binding on the parties hereto notwithstanding that all
of the parties are not signatory to the original or the same counterpart.
55. Agreement is entered into at Riverside County, California.
5.6 This Agreement shall not be construed in any way to create a partnership or
joint venture in any respect between SunLine and the City,or between Morris and the City. Morris
is acting purely as an independent contractor and not as an officer, agent, partner,joint venture
and/or employee of SunLine or the City.
5.7 Any notices 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 respective
addresses:
SunLine Transit Agency
32-505 Harry Oliver Trail
Thousand Palms, CA 92276
Attn: General Manager
City of Palm Desert
?3-510 Fred Waring Drive
Palm Desert, CA 92260
Attn: City Manager
Either party may change its address for notice purposes by giving written
notice to the other,provided that the address change will not be effective until ten(10)days after the
mailing of notice of the change.
5.8 Neither SunLine nor the City shall assign or otherwise transfer their rights and
obligations under this Agreement without prior written consent of the other. Any such assignment
without such consent shall be void.
Q�CityClrk\Karen Russo�Shcila 2001\Bus Shdter Agrernxntwpd �
Contract No. C18650
Bus Shelter and Advertisement Agreement
5.9 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 TRANSIT AGENCY CITY OF PALM DESERT
Richard Cromwell, III Jim Ferguson, Mayor
General Manager
Date Date
ATTEST:
Sheila R. Gilligan
City Clerk
Approved as to Form: Approved as to Form:
Lisa A. Garvin, Attorney for David J. Erwin, City Attorney
SunLine Transit Agency For the City of Palm Desert
G:\CityCtrkUCarrn Russo�Sheila?001\Bus Shel�n Agrernent.wpd �
� , • � - •..� �.�.�
' ,� -
� � • , Contract .No. C18650
'' E%HIIBIT "A°
OPERATING AGR.EEMENT
TsiIS AG�S,�'V'?' is made and eater�d into thi.s /S�=day of �
c,�, , 19°�, by and between SunLi*�e Transit Agency,
a Ca?ifornia joint powers agency ("SunLine" ) and Sunrise Media l,
a Califorzia general pa=taership (^Sunrise Media") and is made with
reference to the following facts :
R E C I T A L S
SunLine is a joir_t powers agency c�eat�d pursu�Z� to the laws
of the State of California and operates a public trar_sit systerr.
within the Coachella Valley area of Southern Ca?iFornia. Its
member entities consist of the Cities oz Cathedral City, Coachei?a,
Desert Hot Sorings, Indian Wells, Indio, La Quinta, Palm Dese�,
Palm Springs, Rancho Mirage, and the County of Riverside.
Sunrise Media is a California gene:al partnership and is
engaged in the business of placing passenger waiting shelters at
transit bus stop lecatioas and seeking advertising revenues
therefrom.
Sun.Line and Sunrise Me3ia eatered into an a�eement dated
December 8 , 1987, amendments thereto dated June 30 , 1988 and May 1,
1991 and an amended and restated a�cre�ment and option to purchase
dated March 3I, 1995 (collectively referred to hereir.after as the
"Shelter Agreement" ) . The Shelter Agreement concerned Sunrise
Media' s erection and placement of passer_ger waiting shelters at
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Contract No. C18650
t�ans�` bus stops throughcut the Coachella Va?Iey. The passenger
wa�tinc shelters ( "Shel`ers") aze gene�aliy constz�cted o� metai
with s�des and a roof and removable glass s�de panels. Scme
Shelters have no sides and some have ao glass panels . They have
benches and a=e placed on concrete pads . The She?ters are personai
prveerty in that they are bolted to the concrete pads and are
designed to be removable therefrom. The words "She?ter" or
"Sheiters" refers only to those passenger waiting shelt�=s
heretofore constructed by Sunrise Media and which have be�n
purchase3 by SunLine from Sunrise Me3ia and those herea��er
cor.structed by SunLine, it being recognized that Shelters installed
by various cities are not a part of this Agreement.
Pursuant to the te�-ms of the Shelter Agreement, Sunrise Media
. has constructed the Shelters and has sought agresmeats calling for
advertising to be placed on the inside and outside of eac�i Shelter.
At present, Sunrise Media pays to SunLine quarterly, the greater of
$50 per Shelter per month or a percentage share of gross
advertising revenue based on occupancy.
As of the date of the Shelter Ac,reement, Sunrise Media ha.d
constructed and owned 120 Shelters at Iocations described on
Exhibit "A" �attached hereto and made a part hereof. Exhibit ^A" is
hereinafter referred to as the "Shelter Inventory. "
Concurrently he�ewith, SunLine and Sunrise Media have entered
into an agreement of purchase and sale whereby Sunrise Media has
agreed to sell to SunLine and Sun.L�ne has agre�d to buy from
Sunrise Media, all Shelters now owned by Sunrise Media at the
locations described in the Shelter Inventory.
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. Contract No. C18650-
SunLine has received funding in t�e sum of $800, o0o . Of that
amount, $020 , 000 has been used by SunLine to purchase the Shelters .
SunLine sha?1 place the balance ($180, 000) in a specia? ea�-marked
account to be drawn upon in the future by SunLine for the
const=-uctivn of additional Shelters in the Coachella Va?ley by
SunLine .
SunLine and Sunrise Me3ia desir� to enter into this ne*a
Agreemezt concerning the management and operation of the Shelters
within the Coachella Valiey.
AGR�EME�JTS
NOW Th'EREFOR�, and in consideration of the mutual promises,
covenants and conditions herein contained, the parties hereto agree
as follows:
1. EFF�'CT OF AGREEMEN'T. SunLine and Sunrise Media agree that this
Agreement shall terminate and supersede the Shelter Agre�ment a.nd
� any and all other agreements between SunLine and Sunrise Media
which relate to the operatioa and maintenance of the Shelters .
2 . T' RM. This Agreement shall terminate on the tenth anniversary
of the Eifective Date, as hereinafter defined (the "Initial Term") ,
unless otherwise extended by SunLine or Sunrise Media as provided
below.
2 . 1 SunLine may extend the term of this Agreement for three
additional periods of 5 years each (the "Extended Term") , provided
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� . Contract No. .C18650
that, Sun.Line g-ves Sunrise Media six months advanc� writ�en
aotice, prior to t:�e expiration of the Initial Te:-�n, or an rxtended
Tern, of its el.ection to ext�nd the te=--n oz this Agreement . Natice
to Sunrise Media shall be in writing and shali be g_vez in t�e
manner described in paragraph 9 .4 belcw.
2 .2 Suarise Media, as long as it is aot in default under aay
provision of this Ac,-reemeat and all payments due SunLine under tis
Agreement are current, may extend the te=-m ef this Agreement for
three additional periods of 5 years each (the "Extended Term") ,
provided that, Sunrise Med=a gives SunLine six months adva^c�
written notice, prior to the ex�iratior_ of the Initia? Te�, or aay
Extended Term, vf its e?ection to extend the tern oi t�+is
A�creement. Notice to SunLine shall be in w=-iting and shall be
given in the manner described in paragraph 9 .4 beZow.
2 . 3 All provisions of this Agree:nent shall apply during any
Extended Te�n; provided, however, under no circumstances shall tae
Extended Term extend beyond 15 years after the expiration of the
Initial Tern.
3 . P�VERTISING.
3 .1 Exclusive RiQht to Solicit Adve�tisinc For The Shelters.
SunLine hereby appoints Sunrise Media as the exclusive person to
svlicit advertising for the Shelters within the Coachelia Valley.
During the Initial Term and any Extended Term, SunLine will not
grant to any other company or individual the right to seek or place
advertising for the Shelters . Sunrise Media acknowledges its
awareness that the provisions of this paragraph are subject to the
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• Contract No. C18650
fact that as to some of the i2o Shelters purchased from Sunr'_se
Media, a few of thecn do aot have adver�ising because of
restrictions placed on those Shelte=s, and that in the £utu=_,
ther� could be other Shelters placed as to wh=c� a city wi?1 not �
pern_t adve�ising. SunLine shall use i�s best eLforts to maximize
advertising revenues .
3 .2 'I�e of Advertisir�c. Sunrise Media agrees that it w'_?1
utilize the Shelters only for advertising material or pubiic
service announcements . SunLine shall have t:�e right to approve or
disapprove the content of any such adve�ising. If Sunrise Mec=a
is uncertai� whether SunLine w:ll find ar.y particular a�ve=tis_zg
suitable for display, it may submit it to SunLine, for Sunl�ir.e' s
writte� aporoval . IIn?ess pre-approved by SunLine as provide3
above, SunLine may remove any Shelter advertising which SunLine, at
its sole discretion, shall det�rmine to be unsuitable for dispiay.
In addition to the foregoing, no advertising or signs or
devices sha21 be permitted in conjunction with a Shelter which:
3 .2 . 1 display the wOrdS "STOP� " "DRIVE-ZN� " "DANGER� " OZ'
- any other word, phrase, symbol or character which as determined by
SunLine may interfere with, mislead or direct vehicular traffic;
3 .2 .2 comprise rotating, revolving or flashing lighting
devices or any other moving parts;
3 .2 .3 is excessively illuminated for traffic safety
reasons as determiaed by SunLine;
3 .2 .4 is rejected by the apolica.ble memher entity, or;
3 . 2 . 5 in the sole opinion of SunLine, contains any
depiction of an act of an immoral, viole�t, or debasing nature or .
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� Contract No. C18650
' other�rise is not in keeping with the standards and su�oundings of
the loca?e.
3 . 3 Advertisina Dis�lays . Adve�-tising d'_splays a�e limited
to t�o displays per Shelter with each dispiay "face" measuring ac �
mor� t�an 48" wide by 72" long; provided, hcweve=, the pa�ties may
ag=-se to a different number or sizing of displays . All adve�-tising
will comply with ail applicable laws and regulations .
3 .4 IInsold SDace . Sunrise Media a,cre�s to use unsold space
for either SunLine advertising and promotien or pubiic service
announcements, with SunLine having first prior:ty. SunI�ine sha?1
be responsible for submitting to Sunrise Med=a, trie advertis_^.g
material.
3 . 5 PostinQ of Advertisinc. Sun,Line shall maintain an
inve�tory of all posters supplied by Sunrise Media. The posting of
advertising by SunLine shall occur at least t•�vice monthly or more
often as SunLine may determine, but in no case shall SunLine wait
more than 2� days from the date Sunrise Media notifies SunLine that
advertising is ready to be displaye3 on a Shelter. After an
, advertising poster has been placed in a SheZter by SunLine, SunLine
shall give written confirmation of the posting to Sunrise Media.
4 . COMPENSATION. Sunrise Media shall pay to SunLine a portion of
Gross Advertising Reve�ues, as hereinafter defined, from the sale
af advertising space on each Shelter as follows :
4 . 1 Gross AdvertisinQ Revenues . For purposes of th=s
Agreement, "Gross Advertising Revenues" means a11 revenues received
by Sun�ise Media from sales of advertising space on the Shelters
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' Contract No. C18650 �
together with ail other revenues and/or concession income rec��ved
by Sunrise Media in connection with the voeration of the Shelte=s .
This additional ircome, shall incluCe but is not Iimite�. to any
fe�s . ar.d/or payments received for vending machine concessicr.s,
teiephone concessions, and the like.
4 .1.I Exclusions From Gross Advertisina Revenues . Any
commissions paid to a.ny advez-tising agency not related or
affiliated with Sunrise Media for the placement of advertising on
the Shelters shali be excluded from Gross Advertising Revenues .
Aay commission paid to any a��iliate of Sunrise Media which is a
reasonable and customa=y amount for the advertising busiaess s::all
also be so excluded.
4 .1.2 T?'ad� Revenue. Gross Advertising Revenues s�a11
also include any advertising revenue consisting of non-cash
consideration which exceeds (i5%) percent of the Gross Advertising
Revenues .
4 .2 Guaranteed Amount . Sunrise Media hereby guarante�s that
it shall pay to SunLine during each calendar year of the Initial
- Term of this Agreement, as SunLine' s share of Gross Advertising
Revenue, an amount at least equal to the following (the "Guaranteed
Amount") :
�zt GUARANTEED AMOIIN't'
1 $158, 400 . 00
2 167, 731. 00
3 173 , 353 . 00
4 179, 839 . 00
5 185, 069 .00
6 190, 356 . 00
7 195, 702 .00
8 20I, 105 . 00
9 206, 565 . 00
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' Contract No. C18650
' 10 2_y, 083 . 00
The Guaranteed Amount for the first calendar year shali be or.orated
as vf the Effective Date . The Guaranteed Amcunt for tze last
calendar year shall be prorat�d as of the date o= the end of tae .
Initial Te:-m. Any suc�i prcration shall be based on the actua? days
in the applicable calendar year.
4.2 . 1 The Guarariteed Amount provided in parag�-aph 4 .2
abeve, may be reduced upon the hapoening of e�ther of the fvllow�*�g
events for a period longer thar� 2 months :
4 .2 .1 . 1 there shall be less than 120 Sheltars iz
place in the Coachella Valley, or;
4 . 2 . 1 .2 the total number of Sheite:s i� the Cities
of Cathedral City, La Quinta, Palm Desert and Palm Springs (the
"Four City Shelter Number") should decrease by more than 5% from
the Four City Shelter Number on the Effective Date of this
Agreement, which number is 72 . , ' �
4 .2 .2 The amount of the reduction in the Guaranteed
Amount shall be a percentage reduction and shall be detennined by
. a aegotiation in good faith between the parties; provided however,
subject to the provisions contained in paragraph 9 . 16 below, in ao
case shall the reduction in the Guaranteed Amount be more than 4i
of the figure shown in paragraph 4 .2 above. Should either
condition described in paragraph 4 .2 .I above cease to exist, there
shall no longer be a reduction in the Guarante�d Amount .
4 .3 Rate of Com�ensation. Sunrise Media shall pay to SunLine
a percentage share as hereinafter provided of Gross Advertising
Reve:ues received w�th reference to the Shelters . SunLine' s
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� • Contract No. C18650 �
percentage share ot Grvss �cvertising Revenues shal? be deter,ni�ed
as follows : �
4 .3 . 1 Dur1T�Q eac� year or the In_�ia? Te� oi t�_s
Agreement, Sunrise Media shall pay to SunLine, t�e Guarante�d �
Amount or that amount whicz is equal to 40s of Gross Acvertis:ng
Revenue, whichever is greater.
4 .3 .2 Foliowing t�.e Initial Te�-�n of this A�eemezt ar_d
during any Extended Term, Sunrise Media shall pay to SunLine tzat
amount which is equal to SO% percezt of Gross Advertising Rever.ue.
4 .4 Pavment of Comnensation. The ccm�ensation due Sur:.L_r.e
shall be pa=d quart�=ly, within thir�y (30� days following the end
of each calendar quarter. If sums become due SunLine frcm Sunrise
Media but are not paid by Sunrise Media wit�=n said thirty (3 o) day
period, Sunrise Me3ia shall, in addition to the qua�-terly paymeat
then due, pay SunLine a late charge in an amount equal to tez
percent (10°s) of the defaulted payme�t. The late charge shali
become payable or. the 31st day following the end of a calendar
quarter and time shal� be deemed of the essence of this provision.
� The cure period specified in para�craph 9 .7 .3 .1 hereof shall not
apply to this late charge provision. Sunrise Media hereby
acknowledges that late payment by Sunrise Media to SunLine may
cause SunLine to incur costs not contemplated by this Agree, emt,
the exact amount o£ which would be extremely difiicult to
ascertain. Such costs include, but are not li;n:ted to, processing
and accounting charges and legal cha�ges . The parties hereby acree
that any such late charge represents a fair and reasona.ble estimate
of the cost that SunLir_e will incur by reason of the late paynent
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' Contract No. C18650
by Sunrise Media. Acc�ptanc� of such late cha=ge by SunLine shall
in no event constitute a waiver cf SunLine' s a.bility tv impcse��- .
subsequeTt lat� cha=ges or to contend that a defau?t ex�sts as t�
any subsequent payment not made within said t�iirty day per�od. �
4 . 5 AccountinQ. Sunrise Media siiall mainta=n fu?1 ar.d
cotaplete books and records relating to its adve=-tising revenue from
She?ters . Sunrise Media sha?1 f��ish Co SunLine aII releva�t
financia? information with regard to each Shelter and the Gross
Advertising Revenues derived therefrom on a quarterly basis with_n
fift�en (15) days after the close of each calenda: quart�= dur=�g
the ter.n of this Agre�ment . Sunrise Media shall use t:�e accrsa?
method of accounting in maintaining its books and records relati:g
to the advertising revenue from the Shelters .
4 . 6 udit . All docutnents, books and accounting records sha�I
be open for inspection, and reinspection at aay reasonable time
during the Initial Term and any Extended Te:-m ot this Agreement.
All documents, books and accounting records shall be maintained by
Sunrise Media for at least 5 years . However, if SunLine has
- requested an audit of the books, said books shall be maiatained
through the greater of the five year period or through the
completion of the audit and for 12 months thereafter. In addition,
SunLine may from time to time conduct an audit and re-audit of the
books and business conducted by Sunrise Media and obse=-ve the
operatior. of the business so that accuracy of the a.bove records can
be con�izmed. It the report of Gross Advertising Revenues made by
Sunrise Media to Suni�ine should be fo�*�d to be less than the amount
of Gross Advertising Revenues disciosed by such audit, Sur�rise
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, . , Contract No. C18650 -
Media sha?I pay t delinquent amount wit�ii .hirty (30) days vf
billing therevf . If the additional amount due exceeds t��o perc�nt
of the Gross Advertising Revenues and i:, in the sole opinion of
Sun,Line, there is no reasonable basis for tne failure to report and
pay thereon, Sunrise Media shall also pay any and aIi costs
associated wi�h the audit . A�1 i.nfornation obtained in connection
with SunLine' s inspection of records or audit shall be treated as
records and confidential infor.nation belonging to Sunrise Media and
exempt from public disclosure under the Public Records Act or any
similar leg=slation.
5 . ��LTER DESIGDI. SunLine has been provided w�th drawings,
construction plans, agreements and other materials relating to
Shelters that may be of use to SunLine in the future for the design
and construction of additional Shelters by SunLine. SunLine shal?
attempt to construct future Shelters in a manner consistent with
the Shelters presently in place; provided however, SunLine is under
no obligation to use the designs and pians provided by Sunrise
Media in SunLine' s future construction of Shelters in the Coachella
Valley. In no case however, sha.11 a Shelter be designed so that
the display face measures less than 48 " wide by 72" long. All
Shelters shall be designed so that the display faces are visible to
vehicular and� pedestrian traffic from at least one direction.
6 . INSTALL•ATION AND REMOVAL OF SHELT�'RS .
6 . 1 Cost of Construction Shelters . SunLine shall be
responsible for all costs, including building permits in compliance
Page 11
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� . Contract No. .C18650 -
� wit� all applicabl_ local ordinances and regu+ _ions oL the membe=
entities , as well as any state and/or federal rs�irements
associate� wit� site de�re?opmeat and construction o` aCditior.a?
Shelters .
6 . 2 Installat;or_ Sc�e�ul� . On June 1 of each yea: dur_ng
whic:� this Agreement remains in force, SunLine and Sunrise Me�a
shall meet and discuss an installation schedule (the "Schedule^)
for construction of new Shelte=s in the Coachella Va?ley by SunLine
during the following fiscal year. SuaLine shall ccnsider Sunrise
Media' s input with regard to the Schedule; however, final aporcval
or disa��roval as to the Schedule shall be reser�ed to SunLize.
6 .2 .1 Guarant��d InstalZation cf Shelters.
Not•�+ithstanding para5-raph 6 .2 above, SunLize agrees to install that
aumber of additional Shelters as $I80 , 000 will pe�t, such
installation to occur as scon as SunLine can reasonably make
installations after locations have be�n decided pursuant to the
provisions of paragraph 6 .3 below. SunLine shall use its best
efforts to secure additional funding of not less than $130 , 000 for
. the future additional Shelter construction and placement in the
Coachella Valley.
6 .3 Placement o� Shelters . Sunrise Media sha11 have the
right to recommend site locations for Shelters to SunLine.
However, SunLine shall reta�n final aporoval and/or disapproval for
aIl recommended locations .
6 .4 Removal of Shelters . Future circumstances may
necessitate the removal or movement of Shelters by SunLine . Should
SuriLine deem it necessa=y to remove or reiocate any Shelter,
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. � Contract No. C18650.
� SunLine shall pro 3e Sunrise Media with 30 �ys written notice
that it plans to remove a Shelter a.nd if said Sheiter is to be
relccated, furthe= natify Sunrise Me::..ia of the Iocation to which
the Shelter w�l? be moved; provided, however, such nctice shall not
be required if e*nergency or other conditions exist which require a
remcval sooner. SunLine agrees to be responsible for lost revenue
or damages which Sunrise Media may sufzer from its customers as a
result of SunLine' s re!ocation or removal of a Shelter without
furaishing Suatise Media with 30 days notice of the remeval cr
rel.ocation as provided above. In the event Sunrise Med�a suffers
a loss as a result of Sun.Line' s failure to provide it with tze
rec�uisite notice above, Sunrise Media shall account for any Iass
incurred and may deduct that amount from the next accounting report
submitted to SunLine.
7. SAELT'ER MAIN'TENANCE.
7. 1 Shelter Maintenance. All Shelter maintenance shall be
. the responsibility of SunLiae at no cost to Sunrise Media. SunLine
shall ensure prompt and timely maintenance of said Shelters .
SunLine shall clean each Shelter a minimum of oace per we�k. At
each maintenance visit, SunLine shall, as required, clean, wash and
remove aIl g-raffiti, stickers, posters, litter, dust, sand, dirt
and weeds from the Shelter to include fifteen (15) feet in
circumference of the Shelter.
7 . 2 Shelte= ReDa�r. SunLine shall further provide that any
and all broken glass and/or damaged or def aced Shelters shall be
promptly corrected and repaired within 24 hours of SunLine
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Contract No. C18650 �
receiving notice . _ disrepair.
8 . 3NSLTR.z1NCr' AND INDEMNI=ICATION.
8 . 1 Insurance Recuir��nents . Sunrise Media shall ac��re an�
maintain policies of insurance as follows :
8 .1.1 Worker' s Compensation Insurance to cover its
employees as required by the California �aabor Code . It is
understood that SunZine, its officers, or emnley��s, will not be
responsible for any claims in law or equity occasioned by failure
of Sunrise Media to comply w=th this paragraph.
8 .1.2 Compr�hens�ve or commercial gene�al l�ability
insura.nce in an amount not less than One Million Dvllars
($i3OQ0, 000 .00) combined single limit bodily injury and property
damage liabiiity per occu�-rence insuring the business operations of
Sunrise Media. Each such policy of insurance shall :
• 8 .I .2 . 1 be issued by an insurance company approved
in writing by Sun.Line and which is admitted to do business in the
State of California;
8 .I .2 .2 specify that it is primary insurance;
8 .1 .2 .3 caver the operations ef Suarise Media
pursuant to the terms of this Agreement, and;
� 8 .1.2 .4 provide that it shall not be canceled
' without 30 days written aotice to SunLine by registered or
certif ied mail .
8 .2 Sunrise Media shall not commence the performance of its
services under this Ac,-reement untii the above insurance has been
obta�ned and proof of such insurance shall have been delivered to
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, Contract No. C18650 .
SuaLiae .
8 .3 . Sunrise Media agre�s to indemnify aad hold SunLine free
and ha_rnless f=om any losses, damaSes, costs, cr exreTses
(including attorzeys' fees) resulting from any cla=m asse�ed .
a5ainst SunLine re?ating to the cont�nt of any advertisinc placed
oa a Shelter or to any alleged breach or default by Su.*irise Media
under an agre�ment betweez Sunrise Media and any eztity (corporate
or individual) placing advertising on a Shelter.
9 . �iISCELLANEOIIS .
9 . 1 Effsctive Date . The Effective Date shal� be tzat date cn
which the transaction which is the subject of the Purchase and Sale
A�eement for the Shelters shall ciose . Said date saa?1 be
inserted in the following space when known :
, 1996 .
9 .2 Reference . It is the desire of the parties to resolve
any dispute as quickly as possible and with as little exaense as
possible. Accordingly:
_ 9 .2 .1 Choice of Procedure. Each controversy, d=spute or
claim between the parties arising out of or relating to this
Agreement, which controversy, dispute or claim is not settled in
writing w'ithin thirty (30) days after the Claim Date (as
hereinafter defined) , will be settled by a r�ference proceeding in
Riverside County, California in accordance with the provisions of
Sections 638 et seet• of the California Code of Civil Procedu�e, or
their successor sections ("CCP" ) , which shall constitute the
exclusive remedy for the settlement of any controversy, dispute or
Page 15
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� . Contract No. C18650 -
� cla�m concernin� this Agreement, incl�_ing whether such
cont:oversy, dispute or claim is subject to the refere^.ce
proceeding and the parties waive their rights to initiatn ar_y le�al
proceedincs against each ot'�e= in any court . The wor3 "Cou�t�� as .
used hereinafter shall r�fer to the Superior Cour� of R'_vers'_de
County Indio Branch area (the "Cour�") . The referee sha11 be a
retired judge of the superier court of any Ca?iforaia county who
resides in Riverside County or an attor�ey or other quali�ied
person selected by mutual agreement vf the parties, and if t�ey
cannot so agree within forty-five (45) days af�er the Cla=m Dat_,
the r�feree shall be promptll select:d from among tne faregc_ng
class ef persons by the Pres�ding Judge of the civ:l di�ris'_on
(sitting in Palm Springs, Califora=a) of the Cou=t (or his
represe*�tative) . The referee shall be appointed to sit as a
tenmorary judge, with aIl of the powers of a tectmora�-y judge, as
authorized by law, and upon selection should take and subscribe to
the oath of office as provided for in Rule 244 of the Califcrria
Rules of Court (or any subsequently enacted Rule) . Each pa�y
shall have one peremptory challenge pursuant to CCP 170 .6 . The
referee shall (a) be requested to set the matter for hearir.g within
one hundred tweaty (120) days after the Claim Date and (b) try any
and all issues of law or fact and report a statement of decision
upon them, if possible, within one hundred fifty (150) days of the
Claim Date. Any decision rendered by the referee will be treated
as the equivalent of the same decision by the Court and judc;ment
shali be entered pursuant to CCP 644 in the Court. Any party may
apply for a refe�ence at any time afte= thir�y (30) days follow::�g
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, - . Contract No. C18650 .
� wr=tten notice to � . other party of the natur_ t the controversy,
dispute or ciaim (the "Claim Dat��' ) by filing a motion or petition
for a hearing and/or trial by reference. A?1 discove:y shal? be
directed by the re��ree with t�e goa� of e�iec�uating t!�e pa=�ies'
desire to minimize delay and ex�ense. The referee may shor�en any
statutory time period in his/her discretion.
9 .2 .2 Procedures . E:ccept as ex�ressly set for�h in this
A�^eeme�t, the r�feree sha11 dete_�-;nine the manne= in which tne
refereace proceeding is conducted including the time and place oi
aI1 hearings, the order or presentation of evidence, and all other
guestions that arise w=th respect to the course vf tne re=er�ncs
proceedi*�g. A11 proce�dings and hearings conducted be=or� t�e
ref�ree, except for trial, snall be cor_duct�d without a cou_�
reporter, except that when any party so requests, a cou� reporter
wi?1 be used at any hearing conducted before the referee. The
party making such a request shall have the obligation to a:-�-ange
for and pay for the court reporter. The costs of the court
reporter at the trial shall be borne equally by the pa�ies .
9.2 .3 ower. The referee shall be required to deternine
aII issues in accordance with existing case law and the statutory
laws ef the State of California. The rules of evidence applicable
to proceedings at law in the S�ate of California will be apolicable
to the reference proceeding. The refere� shall be empowered to
enter equitable as well as legal relief, to provide all tempvra�-y
and/or provisional remedies and to enter ecuitable orders that will
be binding upon the parties . The referee shall issue a single
ludgment at the close of the reference proceeding whicn shall
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�\0�2296\6112\OSOPEPAT.J19
� Contract No. C18650
dispose of a11 of : claims of the par�ies t� are the su.bj ect of
the referenc� . The parties he=eto e:c�r�ssly rese=-ve the r:ght to
contest or appeal from the final judcment or any ap�ealable or3er
or appealable jud�cment entered by the rereree. The pa=�ies he=�to
ex�ressly reserve the right to findings ef fact, conclusions of
law, a written statement of decision, and the right to move for a
new trial or a different judgment provided that the rules with
relation thereto shall be those applicable had the matter been
tried in the superier court.
9 .2 .4 Substitute . In the e�rent, and only in the event,
that the enabling legislation which provides for appointment oi a
referee is repealed (and no successcr statute is enact�d) , any
dispute betwe�n the parties that would otherwise be determine� by
the reference procedure her�in desc�ibed will be resolved and
determined by arbitration. The arbi�ration will be conducted by a
retired judge of the any superior cou� or an attorney or other
qualified person, in any case residing in the County of Riverside,
in accordance with the Califo�ia Arbitration Act, sectior_s 1280
through 1294 .2 of the CCP as amended from time to time. The
provisions with respect to discovery as set forth hereinabove shall
apply to any such arbitration proceeding.
9 .2 .5 Code of Civil Procedure section 1298 (c) Notice .
The following notice is given to the extent required by Code of
Civil Procedure section 1298 (c) and is not intended to alter or
affect the interpretation or meaning of the provisions contained in
this section 9 :
NOTICE : BY INITZALING IN Th'E SPACE BELOW YOU ARE AGREEING
Page I8
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. Contract No. C18650 -
" TO HAVE ANY _ �SPIITE ARISING OIIT OF THE NL_�'TERS INCLDDED ZN T�E
"t�RBITRATION OF DISP�TES" PR�VISIaN RECITED ABOVE DECIDED BY
N�E�TRAI, ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOII Ar't��,
GIVIIvG IIP ANY RIGATS YOII M:GIy^I' POSSESS TO HAVE Tis� DISPL"T�'
LIQIIIDATED ZN A COIIRT OR JL7tY 'TRIAL. BY INITIALLZNG IN TuE
SPA� BELOW, YOII ARE GIVING L'F YOCiR JODICIAi� RIGF?TS TO
DISCOVER�_' AND A.DPEAL, IINLESS TkOSE RIG'rt"Z'S A.RE SP�Ci=ICALLY
INCLIIDED IN Th'�' "AR.BITRATION OF DISPL'TES" PROV:SION. ZF YOII
REFIISE TO SIIBMIT TO ARBITRATION A.FT�'...R AG�ING TO T�IS
PROVISION, YOII MAY BE COMP�LL�."D TO AR3ITRATE QNDER TS�
AIITHORITY OF THE C�,LIFORNIA CODE OF CIVZL PROCEDIIR�'. YOIIR
AGREEMENT TO THIS ARBITRATION PROVISION IS VOLIINTAR.�.
WE HAVE READ AND IINDERSTAND THE FOR�GOING, AND AGREE TO SUBMIT
DISPIITES A.RISING O�T OF Th'E MATTERS INCLQDED ZN T_�,
"A.RBITR.ATION OF DISPUTES" P?tOVISION TO NEDTRAL AR3ZTRATION:
INITZALS BY SUNLINE INITIALS S SE MEDIA
i��f.i(
1
i'
9 .3 . Attornevs' Fees . In the ev�t .of � action betwe�n tne
parties hereto for breach of or to eaforce any provision or right
hereunder (including, without limitation, any refezezce or
arbitration proceeding under paragraph 9 .2 and its subparagraphs or
any civil proceeding to enforce any a�bitration award) , the
unsuccessful party in suc:� action or proceeding shall pay to the
successful party alI costs and expenses expressly including, but
� not limited to, reasonable attorneys' fees incurred by the
successful party in connection with such action or proceeding. The
successful party shall be determined by the court, referee or
arbitrator conducting the proceeding and shall be that party, who
in light of the issues litigated and the court' s, referee' s or
arbitrator' s decis-on on those issues, was more successfu? in the
actien or proceeding. The party who was more succ�ssful need not
be determined to be the party who recovers a judgment in the action
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uC0\04:296\6112\080PE.'ZA2.AB
. Contract No. C18650 -
� or proceeding. '��e successful pa��y shall �!so be entitZed to
recover its attorneys' fees and costs incurred in enforciag aay
judgment or arbitration award whic!� is obCa��ed.
9 .4 . NoCices . All notices or ot�ie= comntunicatior.s required .
or permitted hereunder shall be ia w:-iting and shali be either
personally delivered (which shall include delive=-y by meaas of
professional overnight courier service which confirms rec�ipt in
writing tsuch as Federal Express or IIPS) ) , sent by te�ecopier or
telefacsimile ("FAX") machine capable of confirming trans�nission
and rec�ipt, or sent by certified or registered mail, retura
receipt requested, postage prepa�d to the follow=ng par�ies at the
foilowiag addresses or numbers:
If to Sunrise
Media: Sunrise Media l
P.O. Box 2724
303 North Indian Canyon Drive
Palm Springs, CA 92263-2724
Telephone: (619) 325-7078
Fax: (619) 325-7008
With a copy to: Schiecht, Shevlin & Shoenberger
801 E. Ta.hquitz Canyon Way
Suite 100
Palm Springs, CA 92262
Atteation James M. Schlecht
Telephone: (619) 320-7161
Fax: (6I9) 323-1758
If to SunLine: SunLine Transit Agenc�
32-505 Harry Oliver Trail
Thousand Palms, CA 9Z276
Attn: Richard Cromwell, III
Telephvne : (619) 343-3456
Fax: (6I9} 343-3845
With a copy to : Crandall � Traver
43-645 Monterey Avenue
Suite D
Palm Desert, G�, 92260
Attentior. Lvnn D. Crandall
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ICA\041296\6112\OBOF£RAT.AB
Contract No. C18650
� Telephone: (6191 346-7557
Fax: (619) 773-3589
Notices sent in accor3a.ncs with this paragraph shali be de�rned
delivered upcn the next bus�aess day foZlowing the: (i) date of
deZivery as indicated on the written coaf iraation of delive�r (if
sent by overaight courier se�-vice) ; (ii) the date of actual receipt
(if personally delivered by other means) ; (iii) date of
transmission (if sent by telecopier or facsimile machine during
normal business hours) or if aot sent during normal business hours,
the next business day following the da.te of transmission, or; (iv)
the date of delivery as indicated on the retu=n rec�ipt i= sent by
certifisd or registered mail, return receipt reques�ed. Notic� of
change of adc�.ress shall be g:ven by written notice in t�e manner
detailed in this paragz�aph.
Either party may change its address for notice pu_�oses b�
giving notice to the other in accordance with this Section,
provided that the address change will not be effective uatil 10
da.ys a`ter notice of the change.
9 .5 �Ton-Discrimination. Sunrise Media agrees that in hiring
� employees for work under this Agreement, or any subcontract
hereunder, aeither it, nor any person acting on its behalf shall by
reason of race, religion, color, national origin, a.ncestry,
physical handicap, or sex, discriminate against any persoa v�rho is
qualified and available to perform the work to which the emplvyment
relates . Nor wili Sunrise Media discriminate against or intimidate
any employee hired for the perfornance or work under this A�creement
en account of race, religion, color, national origin, ancestry or
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. Contract No. C18650 .
� sex.
In the evezt of Sunrise Media' s noncompliance with t�e
non-discrimination provision of th�s Ac�-eement, SunLine srall
impose such Agreement sanctions as it may determine to be .
aporopriate, including but not Iimited to, canceliation,
term:nation or suspension of the AS-reement.
9 . 6 Subcontractors . No subcontractor will be recognized as
such, and all persons engaged in the work wi11 be considered as
employees cf Sunrise Media and Sunrise Media wi11 be held
respcnsible.
9 .7 Default .
9 .7 .1 Sunrise Media shali be deemed to be in defau?t
under this Agreement upon the happezing of one or mcre of the
following events or conditions:
9 . 7.1. 1 Non-payment or non-performancp of any
indebtedness, lia.bility, or obligation due from Sunrise Media to
SunLine. A non-payment sha11 be deemed to have occuz�e3 if any
payment due SunLine is not paid on or before the date set forth in
, paragraph 4 .4 of this Agreement;
9 .7.1.2 The suspension, business failure or
receivership of Sunrise Media;
9 .7 .1.3 The institution of proceedi.ngs by or
against Sunrise Media under the bankruptcy laws of the IInited
States;
9 . 7 .1 .4 An assignment for the bene`it of creditors
by Sunrise Media;
9 . 7 . 1 . 5 The levy, se=zu=e, or attacricnent on any
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, Contract No. C18650 .
property of Sunri�e Media;
9 .7 . 2 SunLine sha11 be de�med to be in default under
this Agreeme^.t upon the happening of one or more oz the follow;ng
events er conditions : _
9 .7 .2 .1 Non-payment or non-perfornanc� of any
indebtedness, liability, or obligation due from SunLine to Sunrise
Media;
9 .7 .2 .2 The suspension, business failure or
receivership of SunLine;
9 .7.2 .3 The instituticn of proceedings by or
against SunLine under the bar.k_-u�tcy laws of the IInited States;
9 .7 .3 ice . In the event oz ar.y breach or any default
under this Agreement, the i.njure3 party shall give written notice
of the default to the party in deiaul�, specifying the nature of
the default. Failure or delay in giving such notice sha11. not
constitute a waiver of any defauit, nor shall it change the time of
default, nor shall it operate as a waiver of any rights or remedies
vf the injured party, but the injured party shall have no right to
. exercise any remedy hereuader without giving prior written notice
of default as prcvided herein.
9 . 7.3 .1 C�re Period. The injured party shall have
no right to 'exercise a right or remedy hereunder unless such eveat
of default continues uncured for a period of twenty (20) days afte:
the notice thereof, or, where the default is of a nature which
cannot be cured within twenty (20) days, the defaulting pa:ty fails
to commence such cure within twenty (20} days and diligentiy
proceeds to complete the same .
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_ Contract No. C18650 .
9.7 .4 General Richts and Remedies . In the event of
defau?t and af�er expiration of any cur� period provided herein or
by law, the injured party shall have a?1 rights ar.d remedies
against the defaulting par�y as may be available at law or in -
equity, including damages, rescission and specific performance.
9 . 8 P�o-iect Manacer iSunrise Media) . Sunrise Media agrees
that Frarklin W. Jones shall be the Project Manager for a?I aspects
of the wcrk to be perfozmed hereunde�. Said Project Manager sha?1
have full authority to act for Sunrise Media. Sunrise Media shall
notify SunLi.ne in writing of any subse�ent char.ges in the Proj ect
Manager.
9 . 9 Froiect Manager (SunLine�. The General Manager or his
. designee shall be the Project Manager for all aspects of the work
to be per�ormed hereunder. Said Project Ma.nager shall have full
authority to act for SunLine. SunLine shall notify Sunrise Media
in writing of any subsequent changes in the Project Manager.
9 .10 Nvn-Assiazzment . Sunrise Media shall not assign or
othe�^wise transfer its rights and obiigations under this Agreement
- without prior written consent of SunLine, which consent shall not
be uareasonably withheld. Any such assignment withvut such consent
shali be void and shall, at the option of SunLine terminate this
Agreement. �
9 . 11 Non-PartnershiD . This Agre�ment shall not be construed
in any way to create a partnership between SunLine and Sunrise
Media, between SunLine and a.ny of its member entities or betwe�n
� Sunrise Media and any of Su.nLine' s member entities . Sunrise Media
is acting purely in a capacity of an independent contractor and
Page 24
�\Oa1296\61:2\OBOPgU►;.AB
. . Contract No. C18650 .
fu_�her, not as an officer, agen�, partaer and/or employee cf
SunLine.
9 . 12 Inte�retation. The headings of the paragraphs of t�is
Ac�eement a=e inserted solely for c�nvenience oz reference and are -
not a part of and are not intended to gove=-a, Iimit or aid in the
construction of any te�n or provision hereof.
9 . i3 . �a?ifor.lia Law, This Agree:nent shall be goverzed by
and construed in accordanc� with California law.
9 .14 . Entire Aareement. This A�eement is the entire
Agreement between the parties hereto with resoect to the subject
matter hereof and supersedes all prior agre�*nents betwe�n the
parties hereto with respect thereto. This Agreement may not be
altered, amende3, changed, te_� �nated or me�fied in any respect or
particular, unless the same shall be in writing and signed by both
parties . Except as provided herein, no claims of waiver, consent
or acquiescence with respect to any provision of this Agreement
shail be made against either party except on the basis of a writ�en
instrument executed by such party.
� 9 .I5 . Validitv. Wherever possible, each provision of this
Agreemeat shall be interpreted in such a manner as to be valid
under applica.ble law, but if any provision of this Agreement shall
be invalid or prohibited thereunder, such provision shall be
invalid to the �xtent of such prohibition w:thout invalidating the
remainder of such provision or the remaining provisions of this
Agreement .
9 .16 Member Entitv Acreements . In order to implement the
terms and conditions of this Agreement, between Sunrise Media and
Page 25
�'i0\041196\6I12\�BOPERJ\:..19
Contract No. C18650
��
SunLine, SunLine snall attempt to enter into il�dividuai ag�-eements
with its member entities with regards to implementati�n of this
Agreement. SunLine cannot represent that such agreements will be
entered into; however, SunLine shall use its best effor�s to enter ,
such a5-reements . These a�-eements ar� hereinafter refer+ed to as
"Member Entity Agreements . " To the extent that a.ny of the terms
aad conditions vf said Member Entity Agreements alter, amend, or
othe:.-wise modify the tez-ms and conditions of this Agreement, . then
the terms and conditions that are most restrictive to Sunrise Media
shall apply. However, should either of the events described in
paragraphs 4.2 .1.1 and 4 .2 .1.2 of this Agreement occur as a result
of the cancellation of one or more of the Member Entity Agreements,
the parties will meet and negotiate in good faith with respect to
the amount that Sunrise Media shall guara.ntee to SuaLine as
SunLine's share of Gross Advertising Revenues .
9 .17 Preservation of Claims . SunLine is not aware of any
breach or non-perfor,naace by Sunrise Media as of the date hereof.
However, by �xecuting this Agre�ment, SunLine is not waiving or
. releasing any claims it might have against Sunrise Media arising
out of Sunrise Media' s failure to cocnply with the terms of the
Shelter A�eement or any other agreement between SunLine and
Sunrise Media relating to the Shelters.
10 . CONDITIONS P�CEDENT.
10 . 1 The obligations of SunLine under tras Ag�-eement are
suhject to the satisfaction of aIl of the conditions set forth
below in this section 10 .
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. Contract No. C18650 .
10 .2 SunLine- s board of directors shal� have apprcved this
A�greement by a resviuticn duly adopt�d at a regular or special
meeting of said board. Sunrise Media ac!caowledges its awareness
that SunLine is a public entity and that notwithstaading Sunrise -
Media's acceptance hereof or that the parties otherwise reach an
agreement, na agreement between the parties shali be deemed to
exist unless and until this Agreement in its final form is so
approved.
10 .3 The closing of the transaction by which SunLiae
purchases the Shelters from Sunrise Media.
IN WITNESS W�R,EFORE the parties hereto have executed
this Agreemeat on the date first above w�-itten.
SIINLINE TRANSIT AGENCY
Dated: By:
R' hard Cromwell, III
General Manager
SDNRISE 1�DIA I
� `• _�
Dated: �' /s��G By: �
i�tvrr�I`:--3o�aes---=
General Partner
L
Dated: By:
Franklin W. Jones
General Partner
Page 27
�o�o�a a is 9 6\g u2\o e orstu►r.u
Contract No. C18650
Bus Shelter and Advertisement Agreement
EXHIBIT"B"
The following are intended as guidelines to implementation of the Agreement between SunLine Transit
Agency and the City of Palm Desert and the Agreement between SunLine Transit Agency and Morris
Communications Corporation concerning illumination,design and appearance of advertising on bus shelters
located in the City of Palm Desert.
The City, SunLine and Morris understand that from time to time the goals of each of the three entities may
conflict with one or more of the other entities with respect to bus shelter appearance. The following are
intended as guidelines to implement performance under the Bus Shelter Agreement so as to minimize
potential problems that may arise due to such differing goals.
1. SunLine guarantees to provide maintenance for bus shelters located within the City of Palm Desert
including but not limited to the removal of graffiti,trash collection,]ighting repair or replacement,
and any other damage repair required to maintain the shelters in"like new"condirion.
2. SunLine shall provide its bus riders with illuminated bus shelters in the evening for safety and clear
identification. The City of Palm Desert recognizes that SunLine will need to use more than 430
milliamps to provide proper bus shelter illumination and will allow SunLine to do so. SunLine may
not use more than 35 amps at any bus shelter or an approved alternative source of illumination.
3. SunLine shall ensure that Morris(or any subsequent advertising contractor)will attempt to influence
the design of all advertising posters so as to achieve maximum conformity with the Palm Desert sign
ordinance as follows:
a. All commercial and non-commercial advertisements to the City for review and approval.
The color palette may include four colors and shall be compatible and harmonious with the
surrounding environment and that are in a manner that will be in concert with the goals of
the City as set forth in this Agreement. All new advertisements, additions, changes and
location placement of advertisements shall be submitted to the City for approval prior to
placement.
b. The�use of high contrast colors such as very bright multi-colors,neon or day-glo colors will
be strictly prohibited.
c. The City shall have the right to require SunLine to remove any shelter poster if it finds the
location or nature of such poster not acceptable or compatible with the goals of the City.
G�\CityCUkUCarcn Russo�Sheila 2001\But Shclter Agreement.wpd /